<PAGE>

                                                                    EXHIBIT 10.1

================================================================================

                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                                      among

                          COOPERATIVE COMPUTING, INC.,

                                  as Borrower,

                  COOPERATIVE COMPUTING HOLDING COMPANY, INC.,

                                  as Guarantor,

                               THE SEVERAL LENDERS
                        FROM TIME TO TIME PARTIES HERETO

                                       AND

                              JPMORGAN CHASE BANK,

                             as Administrative Agent

                          DATED AS OF FEBRUARY 27, 1997
                AS AMENDED AND RESTATED AS OF FEBRUARY 10, 1998,
             AS FURTHER AMENDED AND RESTATED AS OF DECEMBER 3, 2002,
               AS FURTHER AMENDED AND RESTATED AS OF JUNE 27, 2003

================================================================================

                          J.P. MORGAN SECURITIES INC.,
                         AS LEAD ARRANGER AND BOOKRUNNER

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                                                                   <C>
ARTICLE 1.   DEFINITIONS.........................................................................................       6
         1.1   Defined Terms.....................................................................................       6
         1.2   Other Definitional Provisions.....................................................................      30

ARTICLE 2.   AMOUNT AND TERMS OF COMMITMENTS.....................................................................      30
         2.1   Commitments.......................................................................................      30
         2.2   Notes.............................................................................................      31
         2.3   Procedure for Borrowing...........................................................................      31
         2.4   Commitment Fee; Administrative Agent Fees.........................................................      32
         2.5   Termination or Reduction of Commitments...........................................................      32
         2.6   Intentionally Deleted.............................................................................      32
         2.7   Intentionally Deleted.............................................................................      32
         2.8   Repayment of Loans................................................................................      32
         2.9   Optional Prepayments..............................................................................      33
         2.10   Mandatory Prepayments and Commitment Reductions..................................................      33
         2.11   Conversion and Continuation Options..............................................................      34
         2.12   Minimum Amounts of Tranches......................................................................      35

ARTICLE 3.   LETTERS OF CREDIT...................................................................................      35
         3.1   The L/C Commitment................................................................................      35
         3.2   Procedure for Issuance of Letters of Credit.......................................................      36
         3.3   Fees, Commissions and Other Charges...............................................................      36
         3.4   L/C Participations................................................................................      37
         3.5   Reimbursement Obligation of the Borrower..........................................................      38
         3.6   Obligations Absolute..............................................................................      38
         3.7   Letter of Credit Payments.........................................................................      38
         3.8   Letter of Credit Applications.....................................................................      38

ARTICLE 4.   GENERAL PROVISIONS..................................................................................      39
         4.1   Interest Rates and Payment Dates..................................................................      39
         4.2   Computation of Interest and Fees..................................................................      39
         4.3   Inability to Determine Interest Rate..............................................................      39
         4.4   Pro Rata Treatment and Payments...................................................................      40
         4.5   Illegality........................................................................................      42
         4.6   Requirements of Law...............................................................................      42
         4.7   Taxes.............................................................................................      44
         4.8   Indemnity.........................................................................................      47
         4.9   Replacement of Lender.............................................................................      48

ARTICLE 5.   REPRESENTATIONS AND WARRANTIES......................................................................      49
         5.1   Financial Condition...............................................................................      49
</TABLE>

                                       i

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<TABLE>
<CAPTION>
                                                                                                                      Page
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<S>                                                                                                                   <C>
         5.2   No Change.........................................................................................      50
         5.3   Corporate Existence; Compliance with Law..........................................................      50
         5.4   Corporate Power; Authorization; Enforceable Obligations...........................................      50
         5.5   No Legal Bar......................................................................................      51
         5.6   No Material Litigation............................................................................      51
         5.7   No Default........................................................................................      51
         5.8   Ownership of Property; Liens......................................................................      51
         5.9   Intellectual Property.............................................................................      51
         5.10   Taxes............................................................................................      52
         5.11   Federal Regulations..............................................................................      52
         5.12   ERISA............................................................................................      52
         5.13   Investment Company Act; Other Regulations........................................................      53
         5.14   Subsidiaries, Etc................................................................................      53
         5.15   Purpose of Loans.................................................................................      53
         5.16   Environmental Matters............................................................................      53
         5.17   Disclosure.......................................................................................      54
         5.18   Guarantee and Collateral Agreement...............................................................      55
         5.19   Solvency.........................................................................................      55
         5.20   No Fees..........................................................................................      55
         5.21   Insurance........................................................................................      55
         5.22   Labor Matters....................................................................................      55
         5.23   Senior Indebtedness..............................................................................      56
         5.24   Provision of License Products; Non-Competition, Etc..............................................      56
         5.25   Lease Transactions; Lease Transaction Obligations................................................      56

ARTICLE 6.   CONDITIONS PRECEDENT................................................................................      57
         6.1   Conditions to Initial Loans.......................................................................      57
         6.2   Conditions to Each Loan...........................................................................      60

ARTICLE 7.   AFFIRMATIVE COVENANTS...............................................................................      61
         7.1   Financial Statements..............................................................................      61
         7.2   Certificates; Other Information...................................................................      63
         7.3   Payment of Obligations............................................................................      64
         7.4   Conduct of Business and Maintenance of Existence..................................................      64
         7.5   Maintenance of Property; Insurance................................................................      64
         7.6   Inspection of Property: Books and Records; Discussions............................................      65
         7.7   Notices...........................................................................................      65
         7.8   Environmental Laws................................................................................      66
         7.9   Pledge of After Acquired Property.................................................................      67
         7.10   Pledge During Event of Default...................................................................      67
         7.11   Additional Subsidiaries..........................................................................      68
         7.12   Substantive Consolidation........................................................................      68
         7.13   Intellectual Property............................................................................      68
         7.14   Covenants Relating to Collateral.................................................................      68

ARTICLE 8.   NEGATIVE COVENANTS..................................................................................      69
         8.1   Financial Condition Covenants.....................................................................      69
</TABLE>

                                       ii

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<TABLE>
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         8.2   Limitation on Indebtedness........................................................................      70
         8.3   Limitation on Liens...............................................................................      71
         8.4   Limitation on Guarantee Obligations...............................................................      73
         8.5   Limitation on Fundamental Changes.................................................................      74
         8.6   Limitation on Sale of Assets......................................................................      74
         8.7   Limitation on Dividends...........................................................................      75
         8.8   Limitation on Capital Expenditures................................................................      77
         8.9   Limitation on Investments, Loans and Advances.....................................................      77
         8.10   Modifications of Lease Transaction Obligations...................................................      79
         8.11   Limitation on Transactions with Affiliates.......................................................      80
         8.12   Limitation on Sales and Leasebacks...............................................................      80
         8.13   Limitation on Changes in Fiscal Year.............................................................      80
         8.14   Restrictions Affecting Subsidiaries..............................................................      80
         8.15   Limitation on Lines of Business..................................................................      81
         8.16   CCHC Holding Company Status; Ownership of Borrower...............................................      81
         8.17   Amendments to Corporate Documents; Licenses......................................................      81
         8.18   Limitation on Optional Payments and Modifications of Debt Instruments, Etc.......................      81
         8.19   Limitation on Provision of License Products......................................................      83

ARTICLE 9.   EVENTS OF DEFAULT...................................................................................      83

ARTICLE 10.   THE ADMINISTRATIVE AGENT...........................................................................      86
         10.1   Appointment......................................................................................      86
         10.2   Delegation of Duties.............................................................................      87
         10.3   Exculpatory Provisions...........................................................................      87
         10.4   Reliance by Administrative Agent.................................................................      87
         10.5   Notice of Default................................................................................      87
         10.6   Non-Reliance on Administrative Agent and Other Lenders...........................................      88
         10.7   Indemnification..................................................................................      88
         10.8   Administrative Agent in Its Individual Capacity..................................................      89
         10.9   Successor Administrative Agent...................................................................      89
         10.10   Additional Ministerial Powers of Administrative Agent...........................................      89

ARTICLE 11.   GUARANTEE..........................................................................................      89
         11.1   Guarantee........................................................................................      89
         11.2   Waiver of Subrogation............................................................................      90
         11.3   Modification of Obligations......................................................................      90
         11.4   Waiver by CCHC...................................................................................      90
         11.5   Reinstatement....................................................................................      91
         11.6   Negative Covenants...............................................................................      91

ARTICLE 12.   MISCELLANEOUS......................................................................................      92
         12.1   Amendments and Waivers...........................................................................      92
         12.2   Notices..........................................................................................      93
         12.3   No Waiver; Cumulative Remedies...................................................................      94
         12.4   Survival of Representations and Warranties.......................................................      94
         12.5   Payment of Expenses and Taxes....................................................................      94
</TABLE>

                                      iii

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<TABLE>
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         12.6   Successors and Assigns; Participations and Assignments...........................................      95
         12.7   Adjustments; Set-off.............................................................................      98
         12.8   Counterparts.....................................................................................      98
         12.9   Severability.....................................................................................      98
         12.10   Integration.....................................................................................      98
         12.11   GOVERNING LAW...................................................................................      98
         12.12   Submission To Jurisdiction; Waivers.............................................................      99
         12.13   Acknowledgements................................................................................      99
         12.14   WAIVERS OF JURY TRIAL...........................................................................     100
         12.15   Confidentiality................................................................................      100
</TABLE>

                                       iv

<PAGE>

EXHIBITS

A                 Form of Note
B                 Form of L/C Participation Certificate
C                 Form of Assignment and Acceptance
D                 Form of Opinion of Counsel to Borrower
E                 Form of Borrowing Certificate of Borrower
F                 Form of Borrowing Base Certificate of Borrower
G                 Form of Interest Option Conversion/Continuation Certificate
H                 Form of Monthly Operating Report

SCHEDULES

1.1               Addresses for Notices; Commitments
5.2               Dividends and Other Distributions
5.4               Required Consents
5.6               Litigation
5.8               Filing Locations and Properties
5.9               Intellectual Property
5.10              Taxes
5.14              Subsidiaries, Joint Ventures, etc.
5.25              Lease Transaction Obligations
8.2               Existing Indebtedness
8.3               Existing Liens
8.4               Existing Guarantee Obligations
8.9               Existing Investments

                                       v

<PAGE>

                  THIRD AMENDED AND RESTATED CREDIT AGREEMENT, dated as of June
27, 2003, among COOPERATIVE COMPUTING, INC., a Delaware corporation (the
"Borrower"), COOPERATIVE COMPUTING HOLDING COMPANY, INC., a Delaware corporation
("CCHC"), the several banks and other financial institutions from time to time
parties hereto (the "Lenders") and JPMORGAN CHASE BANK, as administrative agent
for the Lenders hereunder (in such capacity, the "Administrative Agent").

                              W I T N E S S E T H :

                  WHEREAS, the Borrower, CCHC, certain lenders (the "Existing
Lenders") and the Administrative Agent are parties to the Second Amended and
Restated Credit Agreement dated as of December 2, 2002 (as in effect immediately
prior to the effectiveness of this Agreement, the "Existing Credit Agreement");

                  WHEREAS, in order to refinance and replace a portion of the
Borrower's commitments and indebtedness under the Existing Credit Agreement, and
for other purposes described herein, the Borrower has requested that the Lenders
establish a $15,000,000 revolving credit facility (the "Facility") pursuant to
which revolving credit loans may be made to the Borrower and letters of credit
may be issued under the Facility for the account of the Borrower; and

                  WHEREAS, (i) the Existing Credit Agreement is being amended
and restated pursuant to this Agreement, (ii) all Tranche B Term Loans, Swing
Line Loans and Revolving Credit Loans (as each is defined in the Existing Credit
Agreement) outstanding under the Existing Credit Agreement will be repaid, and
(iii) all obligations of the Credit Parties under the Loan Documents (as such
terms are defined herein) and all liens and security interests created under the
Loan Documents will be continued, amended and restated as provided herein and
therein and will not be cancelled or discharged;

                  NOW THEREFORE, in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto hereby agree as follows:

                             ARTICLE 1. DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, the following
terms shall have the following meanings:

                  "Account Debtor": the party who is obligated on or under any
         Account Receivable.

                  "Accounts": as defined in Section 9-102 of the Uniform
         Commercial Code of the State of New York.

                  "Accounts Receivable": all of the Accounts, Chattel Paper,
         General Intangibles, Instruments and Documents of the Borrower, whether
         secured or unsecured, and whether now existing or hereafter created or
         arising.

                                       6

<PAGE>

                  "Administrative Agent": as defined in the preamble to this
         Agreement.

                  "Affected Eurodollar Loans": as defined in Section 2.10(h).

                  "Affiliate": as to any Person, any other Person (other than a
         Subsidiary) which, directly or indirectly, is in control of, is
         controlled by, or is under common control with, such Person. For
         purposes of this definition, "control" of a Person means the power,
         directly or indirectly, either to (i) vote 51% or more of the
         securities having ordinary voting power for the election of directors
         of such Person or (ii) direct or cause the direction of the management
         and policies of such Person, whether by contract or otherwise.

                  "Agreement": this Third Amended and Restated Credit Agreement,
         as further amended, amended and restated, supplemented or otherwise
         modified from time to time.

                  "Alternate Base Rate": for any day, a rate per annum (rounded
         upwards, if necessary, to the next 1/16 of 1%) equal to the greatest of
         (a) the Prime Rate in effect on such day, (b) the Base CD Rate in
         effect on such day plus 1% and (c) the Federal Funds Effective Rate in
         effect on such day plus 1/2 of 1%. For purposes hereof: "Prime Rate"
         shall mean the rate of interest per annum publicly announced from time
         to time by JPMC as its prime rate in effect at its principal office in
         New York City; "Base CD Rate" shall mean the sum of (a) the product of
         (i) the Three-Month Secondary CD Rate and (ii) a fraction, the
         numerator of which is one and the denominator of which is one minus the
         C/D Reserve Percentage and (b) the C/D Assessment Rate; "Three-Month
         Secondary CD Rate" shall mean, for any day, the secondary market rate
         for three-month certificates of deposit reported as being in effect on
         such day (or, if such day shall not be a Business Day, the next
         preceding Business Day) by the Board of Governors of the Federal
         Reserve System (the "Board") through the public information telephone
         line of the Federal Reserve Bank of New York (which rate will, under
         the current practices of the Board, be published in Federal Reserve
         Statistical Release H.15(519) during the week following such day), or,
         if such rate shall not be so reported on such day or such next
         preceding Business Day, the average of the secondary market quotations
         for three-month certificates of deposit of major money center banks in
         New York City received at approximately 10:00 A.M., New York City time,
         on such day (or, if such day shall not be a Business Day, on the next
         preceding Business Day) by the Administrative Agent from three New York
         City negotiable certificate of deposit dealers of recognized standing
         selected by it; and "Federal Funds Effective Rate" shall mean, for any
         day, the weighted average of the rates on overnight federal funds
         transactions with members of the Federal Reserve System arranged by
         federal funds brokers, as published on the next succeeding Business Day
         by the Federal Reserve Bank of New York, or, if such rate is not so
         published for any day which is a Business Day, the average of the
         quotations for the day of such transactions received by the
         Administrative Agent from three federal funds brokers of recognized
         standing selected by it. If for any reason the Administrative Agent
         shall have determined (which determination shall be conclusive absent
         manifest error) that it is unable to ascertain the Base CD Rate or the
         Federal Funds Effective Rate, or both, for any reason, including the
         inability or failure of the Administrative Agent to

                                       7

<PAGE>

         obtain sufficient quotations in accordance with the terms thereof, the
         Alternate Base Rate shall be determined without regard to clause (b) or
         (c), or both, of the first sentence of this definition, as appropriate,
         until the circumstances giving rise to such inability no longer exist.
         Any change in the Alternate Base Rate due to a change in the Prime
         Rate, the Three-Month Secondary CD Rate or the Federal Funds Effective
         Rate shall be effective on the effective day of such change in the
         Prime Rate, the Three-Month Secondary CD Rate or the Federal Funds
         Effective Rate, respectively.

                  "Alternate Base Rate Loans": Loans the rate of interest
         applicable to which is based upon the Alternate Base Rate.

                  "Applicable Margin": with respect to any Alternate Base Rate
         Loan, 2.50%; and with respect to any Eurodollar Loan, 3.50%; provided
         that in the event that the ratio of Consolidated Total Debt of the
         Borrower and its Subsidiaries to Consolidated EBITDA of the Borrower
         and its Subsidiaries, as most recently determined in accordance with
         Section 8.1(c), is as set forth in the relevant column heading below
         for any quarterly period, any such Applicable Margin shall be as
         provided in the relevant column heading below, but in no event shall
         any such reductions be effective prior to December 31, 2003:

<TABLE>
<CAPTION>
       Relevant Ratio               Applicable Margin for    Applicable Margin for
of Consolidated Total Debt to            Eurodollar           Alternate Base Rate
    Consolidated EBITDA                     Loans                     Loans
    -------------------                     -----                     -----
<S>                                 <C>                      <C>
    Equal to or above 3.00x                 3.50%                    2.50%

    2.00x to but excluding 3.00x            3.00%                    2.00%

    Below 2.00x                             2.50%                    1.50%
</TABLE>

         If the financial statements required to be delivered pursuant to
         Section 7.1(a) or 7.1(b), as applicable, and the related compliance
         certificate required to be delivered pursuant to Section 7.2(b), are
         delivered on or prior to the date when due (or, in the case of the
         fourth quarterly period of each fiscal year of the Borrower, if
         financial statements which satisfy the requirements of, and are
         delivered within the time period specified in, Section 7.l(b) and a
         related compliance certificate which satisfies the requirements of, and
         is delivered within the time period specified in, Section 7.2(b), with
         respect to any such quarterly period are so delivered within such time
         periods), then the Applicable Margin during the period from the date
         upon which such financial statements were delivered shall be the
         Applicable Margin as set forth in the relevant column heading above;
         provided, however, that in the event that the financial statements
         delivered pursuant to Section 7.1(a) or 7.1(b), as applicable, and the
         related compliance certificate required to be delivered pursuant to
         Section 7.2(b), are not delivered when due, then:

                           (i) if such financial statements and certificate are
                  delivered after the date such financial statements and
                  certificate were required to be delivered (without giving
                  effect to any applicable cure period) and the Applicable
                  Margin increases

                                       8

<PAGE>

                  from that previously in effect as a result of the delivery of
                  such financial statements and certificate, then the Applicable
                  Margin during the period from the date upon which such
                  financial statements and certificate were required to be
                  delivered (without giving effect to any applicable cure
                  period) until the date upon which they actually are delivered
                  shall, except as otherwise provided in clause (iii) below, be
                  the Applicable Margin as so increased;

                           (ii) if such financial statements and certificate are
                  delivered after the date such financial statements and
                  certificate were required to be delivered (without giving
                  effect to any applicable cure period) and the Applicable
                  Margin decreases from that previously in effect as a result of
                  the delivery of such financial statements and certificate,
                  then such decrease in the Applicable Margin shall not become
                  applicable until the date upon which such financial statements
                  and certificate actually are delivered; and

                           (iii) if such financial statements and certificate
                  are not delivered prior to the expiration of the applicable
                  cure period, then, effective upon such expiration, for the
                  period from the date upon which such financial statements and
                  certificate were required to be delivered (after the
                  expiration of the applicable cure period) until two Business
                  Days following the date upon which they actually are
                  delivered, the Applicable Margin shall be determined as if the
                  relevant ratio of Consolidated Total Debt to Consolidated
                  EBITDA was above 3.00x (it being understood that the foregoing
                  shall not limit the rights of the Administrative Agent and the
                  Lenders set forth in Section 9).

                  "Asset Sale": any sale, transfer or other disposition
         (including any sale and leaseback of assets and any sale of Accounts
         Receivable in connection with a receivable financing transaction) by
         the Borrower or any of its Subsidiaries of any property of the Borrower
         or any such Subsidiary (including property subject to any Lien under
         any Security Document), other than as permitted pursuant to paragraphs
         (a) through (c) and (e) through (i) of Section 8.6 (provided that,
         except with respect to the loss or condemnation of all or substantially
         all of the assets of the Borrower and its Subsidiaries, the proceeds
         from such casualty or condemnation (including insurance) are used to
         replace or rebuild the lost or condemned assets within the time period
         specified in Section 2.10(f)).

                  "Assignee": as defined in Section 12.6(c).

                  "Assignment and Acceptance": an assignment and acceptance
         entered into by a Lender or an assignee, substantially in the form of
         Exhibit C.

                  "Available Commitment": as to any Lender at any time, an
         amount equal to the excess, if any, of (a) the amount of such Lender's
         Commitment over (b) the aggregate of (i) the aggregate unpaid principal
         amount at such time of all Loans made by such Lender, and (ii) an
         amount equal to such Lender's Commitment Percentage of the Letter of
         Credit Outstandings at such time; collectively, as to all the Lenders,
         the "Available Commitments."

                                       9

<PAGE>

                  "Borrower":  as defined in the preamble to this Agreement.

                  "Borrowing Base": at any time, an amount equal to eighty (80%)
         of the Eligible Accounts Receivable at such time. The Borrowing Base at
         any time shall be determined by reference to the most recent Borrowing
         Base Certificate delivered to the Administrative Agent, absent any
         error in such Borrowing Base Certificate; provided, however, that the
         Borrowing Base may be adjusted or recalculated by the Administrative
         Agent at any time based on all information reasonably available to the
         Administrative Agent, including without limitation, the periodic
         reports and listings delivered to the Administrative Agent in
         accordance with Section 7.2. Notwithstanding anything to the contrary
         set forth above in this paragraph, the Administrative Agent reserves
         the right to adjust downward, to a level acceptable to the
         Administrative Agent in its commercially reasonable discretion, the
         eighty percent (80%) advance rate set forth above if the Borrower's
         average dilution percentage for all Accounts Receivable of the Borrower
         ever exceeds five percent (5%), based upon any field examination
         hereafter conducted by the Administrative Agent. For purposes hereof,
         "average dilution percentage" shall mean, for any period, a fraction,
         expressed as a percentage, the numerator of which is equal to the
         aggregate amount of credits, rebates, refunds, returns, allowances
         (other than customary allowances for doubtful accounts and allowances
         for return reserves), discounts, write-offs, contra accounts (other
         than customary allowances for doubtful accounts and allowances for
         return reserves), offsets and deductions which reduce the value and
         collectibility of the Accounts Receivable of the Borrower for such
         period, and the denominator of which is the aggregate dollar amount of
         the gross invoices or other functional equivalent thereof of the
         Borrower for such period. The "average dilution percentage" shall be
         calculated for one or more applicable calendar months, or other longer
         or shorter periods of time, as selected by the Administrative Agent in
         its commercially reasonable discretion.

                  "Borrowing Base Certificate" means a certificate in the form
         of Exhibit F or any other form approved by the Administrative Agent,
         together with all attachments required thereby.

                  "Borrowing Date": any Business Day specified in a notice
         pursuant to Section 2.3, 2.8 or 3.2 as a date on which the Borrower
         requests Lenders to make Loans hereunder or the Issuing Lender to issue
         a Letter of Credit hereunder.

                  "Business": the collective reference to the businesses of CCHC
         and the Borrower and their respective Subsidiaries, as conducted on the
         date hereof.

                  "Business Day": a day other than a Saturday, Sunday or other
         day on which commercial banks in New York City are authorized or
         required by law to close, provided that when used in connection with a
         Eurodollar Loan, the term "Business Day" shall also exclude any day on
         which commercial banks are not open for dealing in Dollar deposits in
         the London interbank market.

                  "Capital Expenditures": expenditures (including, without
         limitation, (i) obligations created under Financing Leases but
         excluding payments made thereon, (ii)

                                       10

<PAGE>

         capitalized software and database expenditures, (iii) capitalized
         investments in service parts and (iv) purchase money Indebtedness in
         the year in which created but excluding payments made thereon) of the
         Borrower and its Subsidiaries in respect of the purchase or other
         acquisition of fixed or capital assets (excluding any such asset
         acquired (x) in connection with normal replacement and maintenance
         programs properly expensed in accordance with GAAP, (y) with the
         proceeds of any casualty insurance or condemnation award, or (z) with
         the cash proceeds of any asset sale made pursuant to Section 8.6(d),
         applied or contractually committed to be applied within 180 days from
         receipt of such proceeds).

                  "Capital Stock": any and all shares, interests, participations
         or other equivalents (however designated) of capital stock of a
         corporation, any and all equivalent ownership interests in a Person
         (other than a corporation) and any and all warrants or options to
         purchase any of the foregoing.

                  "Cash Equivalents": (a) securities with maturities of one year
         or less from the date of acquisition issued or fully guaranteed or
         insured by the United States Government or any agency thereof, (b)
         certificates of deposit, time deposits, overnight bank deposits,
         bankers acceptances and repurchase agreements of any commercial bank
         which has capital and surplus in excess of $100,000,000 having
         maturities of one year or less from the date of acquisition, (c)
         commercial paper of an issuer rated at least A-2 by Standard & Poor's
         Ratings Group or P-2 by Moody's Investors Service, Inc., or carrying an
         equivalent rating by a nationally recognized rating agency if both of
         the two named rating agencies cease publishing ratings of investments,
         (d) money market accounts or funds with or issued by Qualified Issuers,
         (e) repurchase obligations with a term of not more than 90 days for
         underlying securities of the types described in clause (a) above
         entered into with any bank meeting the qualifications specified in
         clause (b) above and (f) demand deposit accounts maintained in the
         ordinary course of business with any bank that is not a Lender not in
         excess of $100,000 in the aggregate on deposit with any such bank or
         any Lender.

                  "CCHC":  as defined in the preamble to this Agreement.

                  "C/D Assessment Rate": for any day as applied to the Base CD
         Rate, the net annual assessment rate (rounded upward to the nearest
         1/100th of 1%) determined by JPMC to be payable on such day to the
         Federal Deposit Insurance Corporation or any successor ("FDIC") for
         FDIC's insuring time deposits made in Dollars at offices of JPMC in the
         United States.

                  "C/D Reserve Percentage": for any day as applied to the CD
         Base Rate, that percentage (expressed as a decimal) which is in effect
         on such day, as prescribed by the Board of Governors of the Federal
         Reserve System (or any successor), for determining the maximum reserve
         requirement for a member bank of the Federal Reserve System in New York
         City with deposits exceeding one billion Dollars in respect of new
         non-personal time deposits in Dollars in New York City having a three
         month maturity and in an amount of $100,000 or more.

                                       11

<PAGE>

                  "Change of Control": (a) HMTF, its principals and Affiliates
         and management ("HMTFS") shall cease to have the power, directly or
         indirectly, to vote or direct the voting of securities having a
         majority of the ordinary voting power for the election of directors of
         CCHC, provided that the occurrence of the foregoing events shall not be
         deemed a Change of Control if (i) at any time prior to the consummation
         of an Initial Public Offering, and for any reason whatever, (A) HMTFS
         otherwise has the right to designate (and does so designate) a majority
         of the board of directors of CCHC or (B) HMTFS and their employees,
         directors and officers (the "HMTFS Group") owns of record and
         beneficially an amount of common stock of CCHC equal to at least 50% of
         the amount of common stock of CCHC (adjusted for stock splits, stock
         dividends and other similar events on an equitable basis) owned by the
         HMTFS Group of record and beneficially as of the Closing Date and such
         ownership by the HMTFS Group represents the largest single block of
         voting securities of CCHC held by any Person or related group for
         purposes of Section 13(d) of the Securities Exchange Act of 1934, as
         amended (the "Exchange Act"), or (ii) at any time after the
         consummation of an Initial Public Offering, and for any reason
         whatever, (A) no "Person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act), excluding the HMTFS
         Group, shall become the "beneficial owner" (as defined in Rules 13(d)-3
         and 13(d)-5 under such Act), directly or indirectly, of more than the
         greater of (x) 15% of the voting shares then outstanding and (y) the
         percentage of the then outstanding voting stock of CCHC owned by the
         HMTFS Group and (B) the board of directors of CCHC shall consist of a
         majority of Continuing Directors, or (b) CCHC shall cease to have the
         power, directly or indirectly, to vote or direct the voting of
         securities having all of the ordinary voting power for the election of
         directors of the Borrower or any Subsidiary of the Borrower, except as
         otherwise permitted under this Agreement.

                  "Chattel Paper: as defined in Section 9-102 of the Uniform
         Commercial Code of the State of New York.

                  "Closing Date": the date on which this Agreement becomes
         effective in accordance with Section 6.1.

                  "Code": the U.S. Internal Revenue Code of 1986, as amended
         from time to time.

                  "Collateral": the collective reference to all collateral in
         which the Collateral Agent purports to have a security interest
         pursuant to the Security Documents.

                  "Collateral Agent": JPMC in its capacity as collateral agent
         under the Security Documents.

                  "Commitment": as to any Lender, its obligation to make Loans
         to the Borrower pursuant to Section 2.1 and to participate in Letters
         of Credit in an aggregate amount not to exceed at any one time
         outstanding the amount set forth opposite such Lender's name in
         Schedule 1.1 under the heading "Commitment", as such amount may be
         reduced from time to time as provided herein; collectively, as to all
         the Lenders, the "Commitments."

                                       12

<PAGE>

                  "Commitment Letter": the commitment letter dated May 27, 2003,
         relating, among other things, to the Loans made hereunder, addressed to
         the Borrower from JPMC and JPMSI and all exhibits thereto, as each of
         the same may be amended, supplemented or otherwise modified from time
         to time.

                  "Commitment Percentage": as to any Lender, the percentage of
         the aggregate Commitments constituted by its Commitment.

                  "Commitment Period": the period from and including the Closing
         Date to but not including the Termination Date.

                  "Commonly Controlled Entity": an entity, whether or not
         incorporated, which is under common control with the Borrower within
         the meaning of Section 4001 of ERISA or is part of a group which
         includes the Borrower and which is treated as a single employer under
         Section 414 of the Code.

                  "Consolidated Assets": at any date, the amount which, in
         conformity with GAAP, would be set forth opposite the caption "Total
         Assets" (or any like caption) on a consolidated balance sheet of the
         Borrower and its Subsidiaries at such date, except that there shall be
         excluded therefrom cash and Cash Equivalents and equipment and other
         fixed assets held for sale.

                  "Consolidated EBITDA": for any period, with respect to any
         Person, Consolidated Net Income of such Person for such period (A)
         plus, without duplication and to the extent reflected as a charge in
         the statement of such Consolidated Net Income for such period, the sum
         of (i) total income and franchise tax expense, (ii) interest expense,
         amortization or writeoff of debt discount and debt issuance costs and
         commissions and discounts and other fees and charges associated with
         Indebtedness, (iii) depreciation and amortization expense, (iv)
         amortization of intangibles including, but not limited to, goodwill and
         organization costs, (v) other extraordinary noncash charges (in
         accordance with GAAP) (including non-cash currency exchange losses),
         (vi) any extraordinary and unusual losses (including losses on sales of
         assets other than inventory sold in the ordinary course of business),
         and (vii) any non-cash losses resulting from the Borrower's investment
         in Internet Autoparts and HM Coop; and (B) minus, without duplication
         and to the extent reflected as a credit or gain in the statement of
         such Consolidated Net Income for such period, the sum of (i) any
         extraordinary and unusual gains (including gains on the sales of
         assets, other than inventory sold in the ordinary course of business),
         and (ii) other extraordinary non-cash credits or gains (in accordance
         with GAAP) (including non-cash currency exchange gains) and (iii) any
         non-cash gains resulting from the Borrower's investment in Internet
         Autoparts and HM Coop; provided that for the purposes of calculating
         Consolidated EBITDA for any period of four consecutive fiscal quarters
         (each, a "Reference Period") for purposes of Section 8.1, (i) if at any
         time during such Reference Period the Borrower or any Subsidiary shall
         consummate an acquisition pursuant to Sections 8.9(k) or 8.9(l), the
         Consolidated EBITDA for such Reference Period shall be calculated on a
         pro forma basis (assuming the consummation of such acquisition and the
         incurrence or assumption of any Indebtedness in connection therewith
         occurred on the first day of such Reference Period)

                                       13

<PAGE>

         and (ii) if at any time during such Reference Period the Borrower or
         any Subsidiary shall consummate the Designated Asset Sale or the sale
         of any line of business or product line, the Consolidated EBITDA for
         such Reference Period shall be reduced on a pro forma basis by an
         amount equal to the Consolidated EBITDA (if positive) attributable to
         the property that is the subject of the Designated Asset Sale or the
         sale of any line of business or product line.

                  "Consolidated Interest Expense": for any period, for any
         Person on a consolidated basis, the amount of interest expense for such
         Person during such period on the aggregate principal amount of its
         Indebtedness, which amount shall include any such interest expense in
         respect of Indebtedness under Financing Leases and purchase money
         Indebtedness permitted under Section 8.2(e) of such Person (such
         consolidated interest expense to include fees payable on account of
         letters of credit but to exclude amortization of debt discount
         (including discount of liabilities and reserves established under
         Accounting Principles Board Opinion No. 16 as in effect on the date
         hereof) and costs of debt issuance); provided that notwithstanding any
         provision to the contrary contained in this Agreement, for purposes of
         calculating Consolidated Interest Expense for any period prior to June
         30, 2004, the interest expense component for the Senior Unsecured Notes
         shall be determined on an pro forma basis using the amount of interest
         scheduled to accrue under the Senior Unsecured Notes from and including
         the Closing Date until and including June 30, 2004.

                  "Consolidated Net Income": for any period, with respect to any
         Person, the amount which, in conformity with GAAP, would be set forth
         opposite the caption "Net Income/(Loss)" (or any like caption) on a
         consolidated statement of operations of such Person and its
         Subsidiaries for such period.

                  "Consolidated Net Worth": at a particular date, with respect
         to any Person, the difference between (a) the amount which, in
         conformity with GAAP, would be set forth opposite the caption "Total
         Assets" (or any like caption) on a consolidated balance sheet of such
         Person at such date (excluding the aggregate amount of any non-cash
         goodwill impairment charges otherwise required to be taken by such
         Person since the Closing Date by (i) FAS 142 and any amendments,
         modifications or supplements thereto, or (ii) any additional FAS rules
         or regulations now or hereafter promulgated), and (b) the amount which,
         in conformity with GAAP, would be set forth opposite the caption "Total
         Liabilities" (or any like caption) on a consolidated balance sheet of
         such Person at such date.

                  "Consolidated Net Worth Adjustment Amount": an amount equal
         to, on any day, the sum of (a) seventy-five percent (75%) of the
         aggregate fiscal year-to-date Consolidated Net Income of the Borrower
         and its Subsidiaries as of the end of each fiscal quarter ending from
         and after the date hereof (commencing June 30, 2003) through and
         including the fiscal quarter ending on or immediately prior to the date
         in which such determination day occurs, and (b) the aggregate of all
         equity added to the consolidated balance sheet of the Borrower after
         the date hereof as a result of the Borrower's issuance and sale of its
         stock or any other equity interest in the Borrower. For purposes of
         calculating the Consolidated Net Worth Adjustment Amount, (i) if the
         Consolidated Net

                                       14

<PAGE>

         Income of the Borrower and its Subsidiaries is positive for the
         applicable fiscal year, such Consolidated Net Income amount for such
         fiscal year shall be permanently added to the Consolidated Net Worth
         Adjustment Amount, and (ii) there shall be no decrease or change in the
         Consolidated Net Worth Adjustment Amount if the Consolidated Net Income
         of the Borrower and its Subsidiaries is negative for the fiscal
         year-to-date or as of the end of any applicable fiscal year.

                  "Consolidated Total Debt": at a particular date, with respect
         to the Borrower, the aggregate principal amount of Indebtedness
         outstanding under this Agreement, Financing Leases, purchase money
         Indebtedness and any other Indebtedness for borrowed money of the
         Borrower and its Subsidiaries at such date other than Lease Transaction
         Obligations.

                  "Continuing Directors": the directors of CCHC on the Closing
         Date and each other director, if, in each case, such other director's
         nomination for election to the board of directors of CCHC is
         recommended by a majority of the then Continuing Directors or such
         other director receives the vote of HMTFS in his or her election by the
         shareholders.

                  "Contractual Obligation": as to any Person, any provision of
         any security issued by such Person or of any agreement, instrument or
         other undertaking to which such Person is a party or by which it or any
         of its property is bound.

                  "Credit Parties": the collective reference to CCHC, the
         Borrower and each of their respective Subsidiaries which from time to
         time is a party to any Loan Document.

                  "Customary License Terms": as defined in Section 5.24.

                  "Customer Partnerships": certain partnerships with customers
         of the Borrower, in existence on the date hereof or, if created after
         the date hereof, which engage in substantially the same business as is
         engaged in by such partnerships in existence on the date hereof and
         entered into subject to the provisions hereof, of which CCHC or one of
         its Subsidiaries is a general partner.

                  "Default": any of the events specified in Article 9, whether
         or not any requirement for the giving of notice, the lapse of time, or
         both, or any other condition, has been satisfied.

                  "Departing Lender": as defined in Section 6.1(b)(v).

                  "Designated Asset Sale": as defined in Section 8.6(k).

                  "Documents": as defined in Section 9-102 of the Uniform
         Commercial Code of the State of New York.

                  "Dollars" and "$": dollars in lawful currency of the United
         States of America.

                  "Domestic Subsidiary": any Subsidiary of the Borrower or CCHC
         other than a Foreign Subsidiary; provided that none of FinanceCo, HM
         Coop or Internet Autoparts (if Internet Autoparts hereafter becomes a
         Subsidiary of the Borrower) shall be deemed to be

                                       15

<PAGE>

         a Domestic Subsidiary for purposes of this Agreement or any other Loan
         Document unless and until FinanceCo, HM Coop or Internet Autoparts (if
         Internet Autoparts hereafter becomes a Subsidiary of the Borrower), as
         applicable, becomes a guarantor of the Obligations under the Guarantee
         and Collateral Agreement.

                  "Eligible Accounts Receivable": at any time, all Accounts
         Receivable (excluding all interest and service charges thereon) arising
         in the ordinary course of Borrower's business which are subject to a
         first priority perfected Lien in favor of the Administrative Agent for
         the ratable benefit of the Lenders, other than Accounts Receivable:

                  (a)  owing more than ninety (90) days after the date of the
                       original invoice or other writing evidencing such Account
                       Receivable;

                  (b)  owing by an Account Debtor who has failed to pay
                       twenty-five percent (25%) or more of the aggregate amount
                       of its Accounts Receivable owing to the Borrower within
                       ninety (90) days after the dates of the respective
                       original invoices or other writings evidencing such
                       Accounts Receivable, except for Accounts Receivable which
                       are insured or backed by credit insurance or a letter of
                       credit acceptable to the Administrative Agent in all
                       respects and such credit insurance or a letter of credit
                       has been assigned to the Administrative Agent upon terms
                       acceptable to the Administrative Agent in its discretion;

                  (c)  owing by an Account Debtor whose total Accounts
                       Receivable owing to the Borrower exceed ten percent (10%)
                       of the aggregate value of all Accounts Receivable owing
                       to the Borrower by all Account Debtors, or if the total
                       Accounts Receivable owing to the Borrower by such Account
                       Debtor exceed such ten percent (10%) limitation, Accounts
                       Receivable of such Account Debtor up to such ten percent
                       (10%) limitation shall be included within Eligible
                       Accounts Receivable (subject to compliance with all other
                       eligibility criteria) and only those Accounts Receivable
                       of such Account Debtor exceeding such ten percent (10%)
                       limitation shall be excluded from Eligible Accounts
                       Receivable;

                  (d)  that do not arise from the completed and outright sale or
                       lease of goods and such goods have been shipped or
                       delivered to the Account Debtor under such Account
                       Receivable, or it arises from services rendered and such
                       services have been completely performed, except that this
                       restriction shall not apply to customary advance billings
                       for support, professional and information services not to
                       exceed $7,500,000 in the aggregate of the total Borrowing
                       Base at any time;

                  (e)  that are not evidenced by an invoice or some other
                       evidence of billing acceptable to the Administrative
                       Agent, or where the payments due thereon have not been
                       billed and invoiced in a timely manner and in the
                       ordinary course of the Borrower's business;

                                       16

<PAGE>

                  (f)  evidenced by any Instrument, Chattel Paper or Document,
                       unless such Instrument, Chattel Paper or Document, as
                       applicable, has been endorsed and/or delivered by the
                       Borrower to the Administrative Agent in a manner
                       acceptable to the Administrative Agent in its discretion;

                  (g)  that is not a valid, legally enforceable obligation of
                       the Account Debtor thereunder, or which is subject to any
                       offset, counterclaim, deduction, charge back or other
                       defense on the part of such Account Debtor or to any
                       claim or dispute on the part of such Account Debtor
                       denying liability thereunder in whole or in part and no
                       return, repossession, rejection, cancellation, or
                       repudiation shall have occurred or have been threatened
                       thereunder; but in each case only to the extent of such
                       offset, counterclaim, deduction, chargeback or defense;

                  (h)  that is subject to any sale of accounts, any rights of
                       offset or Lien whatsoever other than in favor of the
                       Administrative Agent or in respect of which the account
                       debtor has not entered into an agreement acceptable to
                       the Administrative Agent in its discretion to waive such
                       offset rights; and in each case only to the extent of
                       such sale, offset or Lien;

                  (i)  owing by a Subsidiary or Affiliate of the Borrower, or by
                       an Account Debtor which (i) does not maintain its chief
                       executive office in the United States of America, or (ii)
                       is not organized under the laws of the United States of
                       America, or any state thereof, or (iii) is the government
                       of any foreign country or sovereign state, or of any
                       state, province, municipality or other instrumentality
                       thereof, except for an Account Receivable owed by any
                       such Account Debtor which is (A) insured or backed by
                       credit insurance or a letter of credit acceptable to the
                       Administrative Agent in all respects and such credit
                       insurance or a letter of credit has been assigned to the
                       Administrative Agent upon terms acceptable to the
                       Administrative Agent in its reasonable discretion, or (B)
                       otherwise acceptable to the Administrative Agent in its
                       sole discretion;

                  (j)  payable on delivery, for consigned goods, for guaranteed
                       sales, for unbilled sales, for progress billings, payable
                       at a future date in accordance with its terms, arising
                       out of a bill and hold arrangement, subject to a
                       retainage or holdback by the Account Debtor or insured by
                       a surety company;

                  (k)  owing by the United States of America or any state or
                       political subdivision thereof, or by any department,
                       agency, public body corporate or other instrumentality of
                       any of the foregoing, unless all necessary steps are
                       taken to the satisfaction of the Administrative Agent to
                       comply with the Federal Assignment of Claims Act of 1940,
                       as amended, or with any comparable state law, if
                       applicable, and all other necessary steps are taken to
                       perfect the Administrative Agent's security interest in
                       such Account Receivable;

                                       17

<PAGE>

                  (l)  owing by an Account Debtor for which the Borrower has
                       received a notice of (i) the death of the Account Debtor,
                       (ii) the dissolution, liquidation, termination of
                       existence, insolvency or business failure of the Account
                       Debtor, (iii) the appointment of a receiver for any part
                       of the property of the Account Debtor, or (iv) an
                       assignment for the benefit of creditors, the filing of a
                       petition in bankruptcy, or the commencement of any
                       proceeding under any bankruptcy or insolvency laws by or
                       against the Account Debtor; or

                  (m)  having a significant or material risk of payment of all
                       or any material portion thereof, as determined by the
                       Administrative Agent in its reasonable discretion.

                  "Environmental Laws": any applicable foreign, federal, state,
         local or municipal laws, rules, orders, regulations, statutes,
         ordinances, codes, decrees, legally binding requirements of any
         Governmental Authority or other Requirements of Law (including common
         law) regulating, relating to or imposing liability or standards of
         conduct concerning protection of human health or the environment, as
         now or may at any time hereafter be in effect.

                  "ERISA": the Employee Retirement Income Security Act of 1974,
         as amended from time to time.

                  "Eurocurrency Reserve Requirements": for any day as applied to
         a Eurodollar Loan, the aggregate (without duplication) of the maximum
         rates (expressed as a decimal) of reserve requirements in effect on
         such day (including, without limitation, basic, supplemental, marginal
         and emergency reserves under any regulations of the Board of Governors
         of the Federal Reserve System or other Governmental Authority having
         jurisdiction with respect thereto) dealing with reserve requirements
         prescribed for eurocurrency funding (currently referred to as
         "Eurocurrency Liabilities" in Regulation D of such Board) maintained by
         a member bank of such System.

                  "Eurodollar Base Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, the rate per annum
         equal to the rate at which JPMC is offered Dollar deposits at or about
         10:00 A.M., New York City time, two Business Days prior to the
         beginning of such Interest Period in the interbank eurodollar market
         where the eurodollar and foreign currency and exchange operations in
         respect of its Eurodollar Loans are then being conducted for delivery
         on the first day of such Interest Period for the number of days
         comprised therein and in an amount comparable to the amount of its
         Eurodollar Loan to be outstanding during such Interest Period.

                  "Eurodollar Loans": Loans the rate of interest applicable to
         which is based upon the Eurodollar Rate.

                  "Eurodollar Rate": with respect to each day during each
         Interest Period pertaining to a Eurodollar Loan, a rate per annum
         determined for such day in accordance with the following formula
         (rounded upward to the nearest 1/100th of 1%):

                           Eurodollar Base Rate

                                       18

<PAGE>

                  1.00 - Eurocurrency Reserve Requirements

                  "Event of Default": any of the events specified in Article 9,
         provided that any requirement for the giving of notice, the lapse of
         time, or both, or any other condition, has been satisfied.

                  "Existing Credit Agreement": as defined in the recitals to
         this Agreement.

                  "Existing Lenders": as defined in the recitals to this
         Agreement.

                  "Facility": as defined in the recitals to this Agreement.

                  "Fee Properties": the collective reference to the real
         properties owned in fee by the Borrower described on Part I of Schedule
         5.8, including all buildings, improvements, structures and fixtures now
         or subsequently located thereon.

                  "FinanceCo": CCI/Triad Financial Holding Corporation, a
         California corporation.

                  "Financing Lease": any lease of property, real or personal,
         the obligations of the lessee in respect of which are required in
         accordance with GAAP to be capitalized on a balance sheet of the
         lessee.

                  "Foreign Lease Subsidiaries": Tridex Leasing Limited, a United
         Kingdom company and TSC Leasing, a division of Triad Systems Canada
         Ltd., an Ontario corporation.

                  "Foreign Subsidiary": any Subsidiary of the Borrower or CCHC
         which is organized under the laws of any jurisdiction outside of the
         United States of America.

                  "GAAP": the generally accepted accounting principles in the
         United States of America as in effect from time to time set forth in
         the opinions and pronouncements of the Accounting Principles Board and
         the American Institute of Certified Public Accountants and the
         statements and pronouncements of the Financial Accounting Standards
         Board and the rules and regulations of the Securities and Exchange
         Commission, or in such other statements by such other entity as may be
         in general use by significant segments of the accounting profession,
         which are applicable to the circumstances of the Borrower as of the
         date of determination except that for purposes of Section 8.1, GAAP
         shall be determined on the basis of such principles in effect on the
         date hereof and consistent with those used in the preparation of the
         audited financial statements referred to in Section 5.1. In the event
         that any "Accounting Change" (as defined below) shall occur and such
         change results in a change in the method of calculation of financial
         covenants, standards or terms in this Agreement, then the Borrower and
         the Administrative Agent agree to enter into negotiations in order to
         amend such provisions of this Agreement so as to equitably reflect such
         Accounting Changes with the desired result that the criteria for
         evaluating the Borrower's financial condition shall be the same after
         such Accounting Changes as if such Accounting Changes had not been
         made. Until such time as such an amendment shall have been executed and

                                       19

<PAGE>

         delivered by the Borrower, the Administrative Agent and the Required
         Lenders, all financial covenants, standards and terms in this Agreement
         shall continue to be calculated or construed as if such Accounting
         Changes had not occurred. "Accounting Changes" means: changes in
         accounting principles required by the promulgation of any rule,
         regulation, pronouncement or opinion by the Financial Accounting
         Standards Board of the American Institute of Certified Public
         Accountants or, if applicable, the Securities and Exchange Commission
         (or successors thereto or agencies with similar functions).

                  "General Intangibles": as defined in Section 9-102 of the
         Uniform Commercial Code of the State of New York.

                  "Governmental Authority": any nation or government, any state
         or other political subdivision thereof and any entity exercising
         executive, legislative, judicial, regulatory or administrative
         functions of or pertaining to government.

                  "Guarantee and Collateral Agreement": the Second Amended and
         Restated Guarantee and Collateral Agreement made by CCHC, the Borrower
         and the Domestic Subsidiaries in favor of the Collateral Agent for the
         ratable benefit of the Lenders, dated effective December 3, 2002, as
         joined in and supplemented by HM Coop and the Borrower for purposes of
         causing all Capital Stock in Internet Autoparts owned by HM Coop and
         the Borrower and all Capital Stock in HM Coop acquired by the Borrower
         to be included within the Pledged Stock, and as the same hereafter may
         be amended, supplemented or otherwise modified from time to time.

                  "Guarantee Obligation": as to any Person (the "guaranteeing
         person"), any obligation of (a) the guaranteeing person or (b) another
         Person (including, without limitation, any bank under any letter of
         credit) to induce the creation of which the guaranteeing person has
         issued a reimbursement, counterindemnity or similar obligation, in
         either case guaranteeing or in effect guaranteeing any Indebtedness,
         leases, dividends or other obligations (the "primary obligations") of
         any other third Person (the "primary obligor") in any manner, whether
         directly or indirectly, including, without limitation, any obligation
         of the guaranteeing person, whether or not contingent, (i) to purchase
         any such primary obligation or any property constituting direct or
         indirect security therefor, (ii) to advance or supply funds (1) for the
         purchase or payment of any such primary obligation or (2) to maintain
         working capital or equity capital of the primary obligor or otherwise
         to maintain the net worth or solvency of the primary obligor, (iii) to
         purchase property, securities or services primarily for the purpose of
         assuring the owner of any such primary obligation of the ability of the
         primary obligor to make payment of such primary obligation or (iv)
         otherwise to assure or hold harmless the owner of any such primary
         obligation against loss in respect thereof; provided, however, that the
         term Guarantee Obligation shall not include endorsements of instruments
         for deposit or collection in the ordinary course of business. The
         amount of any Guarantee Obligation of any guaranteeing person shall be
         deemed to be the lower of (a) an amount equal to the stated or
         determinable amount of the primary obligation in respect of which such
         Guarantee Obligation is made and (b) the maximum amount for which such
         guaranteeing person may be liable pursuant to the terms of the
         instrument embodying such Guarantee Obligation, unless such primary
         obligation and the maximum amount for which such

                                       20

<PAGE>

         guaranteeing person may be liable are not stated or determinable, in
         which case the amount of such Guarantee Obligation shall be such
         guaranteeing person's maximum reasonably anticipated liability in
         respect thereof as determined by the board of directors of such Person
         in good faith.

                  "HM Coop": HM Coop LLC, a Delaware limited liability company.

                  "HMTF": Hicks, Muse, Tate & Furst Incorporated, a Texas
         corporation.

                  "HMTFS": as defined in the definition of "Change of Control".

                  "HMTFS Group": as defined in the definition of "Change of
         Control".

                  "Indebtedness": of any Person at any date, (a) all
         indebtedness of such Person for borrowed money or for the deferred
         purchase price of property or services (other than current trade
         liabilities incurred in the ordinary course of business and payable in
         accordance with customary practices and accrued expenses incurred in
         the ordinary course of business) or which is evidenced by a note, bond,
         debenture or similar instrument, (b) all obligations under Interest
         Rate Agreements, (c) all obligations of such Person under Financing
         Leases, (d) all obligations of such Person in respect of bankers'
         acceptances or similar instruments issued or created for the account of
         such Person, and (e) all liabilities secured by any Lien on any
         property owned by such Person even though such Person has not assumed
         or otherwise become liable for the payment thereof, provided, however,
         that the amount of such Indebtedness of any Person described in this
         clause (e) shall, for purposes of this Agreement, be deemed to be equal
         to the lesser of (i) the aggregate unpaid amount of such Indebtedness
         and (ii) the fair market value of the property or asset encumbered, as
         determined by such Person in good faith; provided, further, that solely
         for purposes of Section 8.2(k) and (l), Lease Transaction Obligations
         shall be deemed to be Indebtedness of the Borrower and its
         Subsidiaries.

                  "Initial Public Offering": means an underwritten public
         offering of Capital Stock of CCHC pursuant to a registration statement
         filed with the Securities and Exchange Commission in accordance with
         the Securities Exchange Act of 1933, as amended.

                  "Insolvency": with respect to any Multiemployer Plan, the
         condition that such Plan is insolvent within the meaning of Section
         4245 of ERISA.

                  "Insolvent": pertaining to a condition of Insolvency.

                  "Instrument": as defined in Section 9-102 of the Uniform
         Commercial Code of the State of New York.

                  "Intellectual Property": as defined in Section 5.9.

                  "Interest Payment Date": (a) with respect to any Alternate
         Base Rate Loan, the fifth day of each September, December, March and
         June, and (b) with respect to any Eurodollar Loan, the last day of the
         Interest Period applicable to such Loan and, in the case of a
         Eurodollar Loan with an Interest Period of more than three months'
         duration,

                                       21

<PAGE>

         each day prior to the last day of such Interest Period that occurs at
         intervals of three months' duration after the first day of such
         Interest Period as to any Loan.

                  "Interest Period": (a) with respect to any Eurodollar Loan:

                           (i) initially, the period commencing on the borrowing
                  or conversion date, as the case may be, with respect to such
                  Eurodollar Loan and ending one, two, three, six or, to the
                  extent available to all Lenders, nine or twelve months,
                  thereafter, as selected by the Borrower in its notice of
                  borrowing or notice of conversion, as the case may be, given
                  with respect thereto; and

                           (ii) thereafter, each period commencing on the last
                  day of the immediately preceding Interest Period applicable to
                  such Eurodollar Loan and ending one, two, three or six or, to
                  the extent available to all Lenders, nine or twelve months
                  thereafter, as selected by the Borrower by irrevocable notice
                  to the Administrative Agent not less than three Business Days
                  prior to the last day of the then current Interest Period with
                  respect thereto;

         provided that all of the foregoing provisions relating to Interest
         Periods are subject to the following:

                           (1) if any Interest Period pertaining to a Eurodollar
                  Loan would otherwise end on a day that is not a Business Day,
                  such Interest Period shall be extended to the next succeeding
                  Business Day unless the result of such extension would be to
                  carry such Interest Period into another calendar month in
                  which event such Interest Period shall end on the immediately
                  preceding Business Day;

                           (2) no Interest Period shall extend beyond the
                  Termination Date; and

                           (3) any Interest Period pertaining to a Eurodollar
                  Loan that begins on the last Business Day of a calendar month
                  (or on a day for which there is no numerically corresponding
                  day in the calendar month at the end of such Interest Period)
                  shall end on the last Business Day of a calendar month.

                  "Interest Rate Agreement": any interest rate protection
         agreement, interest rate future, interest rate option, interest rate
         cap or other interest rate hedge arrangement, to or under which the
         Borrower is a party or a beneficiary on the date hereof or becomes a
         party or a beneficiary after the date hereof, which is entered into in
         the ordinary course of business and which is not entered into for
         speculative purposes.

                  "Internet Autoparts": Internet Autoparts, Inc., a Delaware
         corportion.

                  "Investments": as defined in Section 8.9.

                  "Issuer": as defined in the Guarantee and Collateral
         Agreement.

                  "Issuing Lender": JPMC or any of its Affiliates, each in its
         capacity as issuer of each Letter of Credit.

                                       22

<PAGE>

                  "JPMC": JPMorgan Chase Bank, a New York banking corporation.

                  "JPMSI": J.P. Morgan Securities Inc.

                  "L/C Commitment": the Issuing Lender's obligation to open
         Letters of Credit pursuant to Article 3 of this Agreement.

                  "L/C Obligation": the obligation of the Borrower to reimburse
         the Issuing Lender in accordance with the terms of this Agreement and
         the related Letter of Credit Application for any payment made by the
         Issuing Lender under any Letter of Credit.

                  "L/C Participating Interest": with respect to any Letter of
         Credit (a) in the case of the Issuing Lender with respect thereto, its
         interest in such Letter of Credit and any Letter of Credit Application
         relating thereto after giving effect to the granting of participating
         interests therein, if any, pursuant hereto and (b) in the case of each
         Participating Lender, its undivided participating interest in such
         Letter of Credit and any Letter of Credit Application relating thereto.

                  "L/C Participation Certificate": a certificate in
         substantially the form of Exhibit B.

                  "Lease Accounting Change": as defined in Section 1.2.

                  "Leased Equipment": computer systems, software, accessories,
         upgrades and support, maintenance and data software subscriptions and
         third party equipment and/or trade fixtures owned by Triad Financial
         and the Foreign Lease Subsidiaries.

                  "Lease Transaction": leases of Leased Equipment by Triad
         Financial and the Foreign Lease Subsidiaries as lessors to third party
         customers in the ordinary course of business and the sale of the lease
         payments thereon to FinanceCo in exchange for a security interest in
         the lease payments, the Chattel Paper and the Leased Equipment;
         together, the "Lease Transactions".

                  "Lease Transaction Obligations": obligations of Triad
         Financial, the Foreign Lease Subsidiaries and FinanceCo incurred to
         finance Lease Transactions (a) the principal amount of which is
         computed based upon a discount of the lease payments due under such
         Lease Transactions, (b) which are unsecured or secured solely by Leased
         Equipment, Chattel Paper and/or lease payments due under such Lease
         Transactions that are not presented on CCHC's consolidated balance
         sheet and (c) which are treated as "off-balance sheet financing" under
         GAAP; provided that obligations of FinanceCo shall be deemed to be
         Lease Transaction Obligations only to the extent that the proceeds of
         such obligations are used to purchase from Triad Financial lease
         payments arising in Lease Transactions; provided further that up to
         $4,156,475 may be presented on CCHC's consolidated balance sheet as set
         forth on Schedule 5.25. It is the intention of the parties that a Lease
         Transaction Obligation may be created by FinanceCo only to the extent
         that it is created on a back-to-back basis with a corresponding Lease
         Transaction Obligation created by Triad Financial and that any such
         Lease Transaction Obligation created by

                                       23

<PAGE>

         FinanceCo is recourse to FinanceCo only to the extent that the
         corresponding Lease Transaction Obligation created by Triad Financial
         is recourse to Triad Financial.

                  "Leased Properties": the collective reference to the real
         properties leased by the Borrower and its Subsidiaries described on
         Part II of Schedule 5.8 including all buildings, improvements,
         structures and fixtures now or subsequently located thereon and owned
         or leased by the Borrower.

                  "Lenders": as defined in the recitals to this Agreement.

                  "Letter of Credit": any Standby L/C or Trade L/C,
         collectively, the "Letters of Credit".

                  "Letter of Credit Application": with respect to (a) a Standby
         L/C, a Standby L/C Application and (b) a Trade L/C, a Trade L/C
         Application; collectively, the "Letter of Credit Applications."

                  "Letter of Credit Outstandings": at any date, the sum of (a)
         the aggregate amount then available to be drawn under all outstanding
         Letters of Credit and (b) the aggregate amount of drawings under
         Letters of Credit which have not then been reimbursed pursuant to
         Section 3.5.

                  "License Products": as defined in Section 5.24.

                  "Lien": any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, encumbrance, lien (statutory or other), charge or
         other security interest or any preference, priority or other security
         agreement or preferential arrangement of any kind or nature whatsoever
         (including, without limitation, any conditional sale or other title
         retention agreement and any Financing Lease having substantially the
         same economic effect as any of the foregoing).

                  "Loan": any loan made by any Lender pursuant to this
         Agreement.

                  "Loan Documents": the collective reference to this Agreement,
         any Notes, the Letters of Credit, the Letter of Credit Applications,
         the Guarantee and Collateral Agreement, and all other agreements,
         instruments or certificates executed in connection with the
         Transactions, as the same may be amended, supplemented or otherwise
         modified.

                  "Material Adverse Effect": any event, development or
         circumstance that has had or could reasonably be expected to have a
         material adverse effect on (a) the business, operations, assets,
         property, condition (financial or otherwise) or prospects of CCHC, the
         Borrower and their Subsidiaries taken as a whole, (b) the ability of
         CCHC, the Borrower and their Subsidiaries taken as a whole to perform
         their respective obligations under any of the Loan Documents or (c) the
         validity or enforceability of this Agreement or any of the other Loan
         Documents or the rights or remedies of the Administrative Agent or the
         Lenders hereunder or thereunder.

                                       24

<PAGE>

                  "Materials of Environmental Concern": any gasoline or
         petroleum (including crude oil or any fraction thereof) or petroleum
         products or any hazardous or toxic substances, materials or wastes,
         defined or regulated as such in or under any Environmental Law,
         including, without limitation, friable asbestos, polychlorinated
         biphenyls and urea-formaldehyde insulation.

                  "Mortgages": the collective reference to each of the mortgages
         and deeds of trust to be executed and delivered by the Borrower and its
         Subsidiaries pursuant to Sections 7.9 and 7.10, in a form determined by
         Administrative Agent as necessary or desirable to create a valid and
         enforceable first mortgage Lien securing the obligations and
         liabilities of the Borrower or any guarantor under the Loan Documents,
         as the same may be amended, supplemented, replaced, restated, or
         otherwise modified from time to time.

                  "Multiemployer Plan": a Plan which is a multiemployer plan as
         defined in Section 4001(a)(3) of ERISA.

                  "Nonconsenting Lender": as defined in Section 4.9.

                  "Non-Excluded Taxes": as defined in Section 4.7(a).

                  "Non-Funding Lender": as defined in Section 4.4(c).

                  "Non-U.S. Lender": any Lender, any Issuing Lender, any
         Participant or any Administrative Agent that is not a United States
         person as defined in Section 7701(a)(30) of the Code.

                  "Note" and "Notes": as defined in Section 2.2.

                  "Obligations": the unpaid principal of and interest on
         (including, without limitation, interest accruing after the maturity of
         the Loans and interest accruing after the filing of any petition in
         bankruptcy, or the commencement of any insolvency, reorganization or
         like proceeding, relating to the Borrower, whether or not a claim for
         post-filing or post-petition interest is allowed in such proceeding)
         the Loans and all other obligations and liabilities of the Borrower to
         the Administrative Agent or to the Lenders, whether direct or indirect,
         absolute or contingent, due or to become due, or now existing or
         hereafter incurred, which may arise under, out of, or in connection
         with, this Agreement, any Notes, any other Loan Documents or any
         Interest Rate Agreement entered into with a Lender and any other
         document made, delivered or given in connection therewith or herewith,
         whether on account of principal, interest, reimbursement obligations,
         fees, indemnities, costs, expenses (including, without limitation, all
         fees and disbursements of counsel to the Administrative Agent or to the
         Lenders that are required to be paid by the Borrower pursuant to the
         terms of this Agreement) or otherwise.

                  "PBGC": the Pension Benefit Guaranty Corporation established
         pursuant to Subtitle A of Title IV of ERISA.

                  "Participant": as defined in Section 12.6(b).

                                       25

<PAGE>

                  "Participating Lender": any Lender (other than the Issuing
         Lender) with respect to its L/C Participating Interest in a Letter of
         Credit.

                  "Permitted Acquisition": the acquisition by the Borrower
         and/or any of its Subsidiaries of businesses (whether pursuant to the
         acquisition of Capital Stock or assets constituting a business unit of
         any Person) related to their respective Businesses, as approved by the
         board of directors of the Borrower.

                  "Permitted Issuance": (a) the issuance by CCHC of shares of
         Capital Stock as dividends on issued and outstanding Capital Stock of
         the same class of CCHC or pursuant to any dividend reinvestment plan,
         (b) the issuance by CCHC of options or other equity securities of CCHC
         to outside directors, members of management or employees of CCHC, the
         Borrower or any Subsidiary of the Borrower, (c) the issuance of
         securities as interest or dividends on pay-in-kind debt or preferred
         equity securities permitted hereunder and under the Security Documents,
         (d) the issuance by CCHC of shares of Capital Stock in connection with
         Permitted Acquisitions permitted under either Section 8.9(k) or Section
         8.9(l), (e) the issuance to CCHC by the Borrower of its Capital Stock
         or the issuance to the Borrower or any Subsidiary (or any director,
         with respect to directors' qualifying shares) by any Subsidiary of the
         Borrower of any of their respective Capital Stock, in each case with
         respect to this clause (e) to the extent such Capital Stock is pledged
         to the Administrative Agent pursuant to the Guarantee and Collateral
         Agreement (provided that only 65% of the Capital Stock of a Foreign
         Subsidiary is required to be so pledged), (f) cash payments made in
         lieu of issuing fractional shares of CCHC Capital Stock in an aggregate
         amount not to exceed $100,000, and (g) the issuance by CCHC of shares
         of Capital Stock of CCHC to infuse additional capital into CCHC in an
         aggregate amount not to exceed $10,000,000.

                  "Person": an individual, partnership, corporation, business
         trust, joint stock company, trust, unincorporated association, joint
         venture, Governmental Authority or other entity of whatever nature.

                  "Plan": at a particular time, any employee benefit plan which
         is covered by ERISA and in respect of which the Borrower or a Commonly
         Controlled Entity is (or, if such plan were terminated at such time,
         would under Section 4069 of ERISA be deemed to be) an "employer" as
         defined in Section 3(5) of ERISA.

                  "Pledged Notes": as defined in the Guarantee and Collateral
         Agreement.

                  "Pledged Stock": as defined in the Guarantee and Collateral
         Agreement.

                  "Pro Forma Balance Sheet": as defined in Section 5.1(b).

                  "Pro Forma Statement of Operations": as defined in Section
         5.1(b).

                  "Properties": as defined in Section 5.16.

                  "Qualified Issuer": any commercial bank (a) which has capital
         and surplus in excess of $100,000,000 and (b) the outstanding long-term
         debt securities of which are

                                       26

<PAGE>

         rated at least A-2 by Standard & Poor's Ratings Group or at least P-2
         by Moody's Investors Service, Inc., or carry an equivalent rating by a
         nationally recognized rating agency if both of the two named rating
         agencies cease publishing ratings of investments.

                  "Register": as defined in Section 12.6(d).

                  "Regulation U": Regulation U of the Board of Governors of the
         Federal Reserve System as in effect from time to time.

                  "Reorganization": with respect to any Multiemployer Plan, the
         condition that such plan is in reorganization within the meaning of
         Section 4241 of ERISA.

                  "Reportable Event": any of the events set forth in Section
         4043(b) of ERISA and the regulations thereunder, other than those
         events as to which the thirty day notice period is waived under
         subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. Section 2615.

                  "Required Lenders": at any time, Lenders the Total Credit
         Percentages of which aggregate at least 66-2/3%; provided, however,
         that if there are only two (2) Lenders, then "Required Lenders" shall
         mean both of such Lenders.

                  "Requirement of Law": as to any Person, the certificate of
         incorporation and by-laws or other organizational or governing
         documents of such Person, and any law, treaty, rule or regulation or
         determination of an arbitrator or a court or other Governmental
         Authority, in each case applicable to or binding upon such Person or
         any of its property or to which such Person or any of its property is
         subject.

                  "Responsible Officer": as to any Person, the chief executive
         officer, the president, the chief financial officer, any vice
         president, the treasurer, any assistant treasurer, the secretary or any
         assistant secretary of such Person.

                  "Restricted Payments": as defined in Section 8.7.

                  "Revenue Recognition Change": as defined in Section 1.2.

                  "Securities and Exchange Commission": as defined in Section
         7.1(a).

                  "Security Documents": the Guarantee and Collateral Agreement
         and any other collateral security document delivered to the
         Administrative Agent pursuant to Section 7.9, 7.10 or 7.12;
         individually a "Security Document."

                  "Senior Subordinated Notes": the unsecured senior subordinated
         notes of Borrower due February 1, 2008 issued by Borrower in the
         aggregate principal amount of $100,000,000 pursuant to the terms of
         that certain Indenture dated as of February 10, 1998 entered into by
         the Borrower in connection with such senior subordinated notes.

                  "Senior Unsecured Note Indenture": the Indenture dated as of
         June 27, 2003 entered into by the Borrower in connection with the
         issuance of the Senior Unsecured Notes, together with all instruments
         and other agreements entered into by the Borrower or

                                       27

<PAGE>

         such Subsidiaries in connection therewith, as the same may be amended,
         supplemented or otherwise modified from time to time in accordance with
         Section 8.18.

                  "Senior Unsecured Notes": the unsecured senior notes of
         Borrower due June 27, 2011 issued by Borrower effective June 27, 2003
         in the aggregate principal amount of $157,000,000 pursuant to the
         Senior Unsecured Note Indenture.

                  "Single Employer Plan": any Plan which is covered by Title IV
         of ERISA, but which is not a Multiemployer Plan.

                  "Solvent" and "Solvency": with respect to any Person on a
         particular date, that on such date, (a) the fair value of the property
         of such Person is greater than the total amount of liabilities,
         including, without limitation, contingent liabilities, of such Person,
         (b) the present fair saleable value of the assets of such Person is not
         less than the amount that will be required to pay the probable
         liability of such Person on its debts as they become absolute and
         matured, (c) such Person does not intend to, and does not believe that
         it will, incur debts or liabilities beyond such Person's ability to pay
         as such debts and liabilities mature, and (d) such Person is not
         engaged in business or a transaction, and is not about to engage in
         business or a transaction, for which such Person's property would
         constitute an unreasonably small capital.

                  "Standby L/C": an irrevocable letter of credit issued by the
         Issuing Lender pursuant to this Agreement for the account of the
         Borrower in respect of obligations of the type described in Section
         3.1.

                  "Standby L/C Application": as defined in Section 3.2.

                  "Subordinated Indebtedness": unsecured senior subordinated
         Indebtedness or unsecured subordinated Indebtedness of the Borrower
         (including the Senior Subordinated Notes to the extent the same are not
         repurchased, redeemed or otherwise paid in full with proceeds of the
         Senior Unsecured Notes but excluding the Senior Unsecured Notes);
         provided that such indebtedness has (i) no maturity, amortization,
         mandatory redemption or purchase option (other than with asset sale
         proceeds, subject to the provisions of this Agreement, or following a
         change of control) or sinking fund payment prior to the eighth
         anniversary of the Closing Date (other than in respect of the Senior
         Subordinated Notes), (ii) no financial maintenance covenants, and (iii)
         such other terms and conditions (including, without limitation,
         interest rate, events of default, subordination and covenants) as shall
         be satisfactory to the Administrative Agent in its discretion.

                  "Subsidiary": as to any Person, a corporation, partnership or
         other entity of which shares of stock or other ownership interests
         having ordinary voting power (other than stock or such other ownership
         interests having such power only by reason of the happening of a
         contingency) to elect a majority of the board of directors or other
         managers of such corporation, partnership or other entity are at the
         time owned, or the management of which is otherwise controlled,
         directly or indirectly through one or more intermediaries, or both, by
         such Person; provided that the Customer Partnerships shall be deemed
         Subsidiaries of the Borrower solely for purposes of Sections 8.2, 8.4
         and 8.9

                                       28

<PAGE>

         only; and provided further that Internet Autoparts (if it hereafter
         becomes a Subsidiary of the Borrower) shall not be deemed a Subsidiary
         of the Borrower for purposes of Article 8 hereof). Unless otherwise
         qualified, all references to a "Subsidiary" or to "Subsidiaries" in
         this Agreement shall refer to a Subsidiary or Subsidiaries of the
         Borrower.

                  "Termination Date": the earliest of (a) the third anniversary
         of the Closing Date and (b) the date upon which the Commitments shall
         be terminated pursuant hereto (including any termination pursuant to
         Article 9).

                  "Total Credit Percentage": as to any Lender at any time, the
         percentage of the aggregate Commitments then constituted by its
         Commitment (or, if the Commitments have terminated or expired, the
         percentage of the aggregate outstanding Loans and risk interests in the
         Letter of Credit Outstandings then constituted by its outstanding Loans
         and risk interest in Letter of Credit Outstandings).

                  "Total Debt Ratio": the ratio of Consolidated Total Debt of
         the Borrower and its Subsidiaries to Consolidated EBITDA of the
         Borrower and its Subsidiaries for a period of four consecutive fiscal
         quarters.

                  "Trade L/C": a commercial documentary letter of credit issued
         by the Issuing Lender pursuant to Section 3.1 for the account of the
         Borrower for the purchase of goods in the ordinary course of business.

                  "Trade L/C Application": as defined in Section 3.2.

                  "Tranche": the reference to Eurodollar Loans the Interest
         Periods with respect to all of which begin on the same date and end on
         the same later date (whether or not such Loans shall originally have
         been made on the same day); Tranches may be identified as "Eurodollar
         Tranches".

                  "Transactions": the amendment and restatement of the Existing
         Credit Agreement pursuant to this Agreement.

                  "Transferee": as defined in Section 12.6(f).

                  "Triad Financial": Triad Systems Financial Corporation, a
         California corporation.

                  "Type": as to any Loan, its nature as an Alternate Base Rate
         Loan or a Eurodollar Loan.

                  "U.S. Lender": any Lender, any Issuing Lender, any Participant
         or any Administrative Agent that is a United States person as defined
         in Section 7701(a)(30) of the Code.

                  "Uniform Customs": the Uniform Customs and Practice for
         Documentary Credits (1993 Revision), International Chamber of Commerce
         Publication No. 500, and any revisions thereof.

                                       29

<PAGE>

                  "U.S. Tax Compliance Certificate": as defined in Section
         4.7(b)(ii).

                  "Wholly Owned Subsidiary": as to any Person, any Subsidiary of
         which such Person owns, directly or indirectly, all of the Capital
         Stock of such Subsidiary other than directors' qualifying shares or any
         shares held by nominees.

                  1.2 Other Definitional Provisions. Unless otherwise
specified therein, all terms defined in this Agreement shall have the defined
meanings when used in any Note or any certificate or other document made or
delivered pursuant hereto.

                  (a) As used herein and in any Note, and any certificate or
other document made or delivered pursuant hereto, accounting terms relating to
CCHC and its Subsidiaries not defined in Section 1.1 and accounting terms partly
defined in Section 1.1, to the extent not defined, shall have the respective
meanings given to them under GAAP. In the event that any change shall occur in
(i) the method by which Lease Transaction Obligations and the related
obligations of the Borrower permitted pursuant to the terms of Section 8.4(h) of
this Agreement are accounted for in the financial statements of CCHC and its
Subsidiaries (a "Lease Accounting Change") or (ii) accounting principles
relating to the recognition of revenue required by the promulgation of any rule,
regulation, pronouncement or opinion by applicable authorities including,
without limitation the Financial Accounting Standards Board or the American
Institute of Certified Public Accountants (a "Revenue Recognition Change"), all
financial covenants, standards and terms in this Agreement shall continue to be
calculated or construed as if such Lease Accounting Change or Revenue
Recognition Change, as the case may be, had not occurred.

                  (b) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement, and Article,
Section, Schedule and Exhibit references are to this Agreement unless otherwise
specified.

                  (c) The meanings given to terms defined herein shall be
equally applicable to both the singular and plural forms of such terms.

                   ARTICLE 2. AMOUNT AND TERMS OF COMMITMENTS

                  2.1 Commitments. Subject to the terms and conditions hereof,
each Lender severally agrees to make revolving credit loans (each, a "Loan",
collectively, "Loans") to the Borrower from time to time during the Commitment
Period in an aggregate principal amount at any one time outstanding, when added
to such Lender's Commitment Percentage of all Letter of Credit Outstandings, not
to exceed the amount of such Lender's Commitment. Notwithstanding the foregoing,
the sum of all Letter of Credit Outstandings and the aggregate principal amount
of the Loans outstanding at any time shall not exceed the lesser of (i) the
Commitments and (ii) the Borrowing Base then in effect. During the Commitment
Period, the Borrower may use the Commitments by borrowing, prepaying the Loans
in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof.

                                       30

<PAGE>

                  (a) The Loans may from time to time be (i) Eurodollar Loans,
(ii) Alternate Base Rate Loans or (iii) a combination thereof, as determined by
the Borrower and notified to the Administrative Agent in accordance with
Sections 2.3 and 2.11.

                  2.2 Notes. The Borrower agrees that, upon the request to the
Administrative Agent by any Lender, in order to evidence such Lender's Loans the
Borrower will execute and deliver to such Lender a promissory note substantially
in the form of Exhibit A, with appropriate insertions as to payee, date and
principal amount (each, as amended, supplemented, replaced or otherwise modified
from time to time, a "Note"), payable to the order of such Lender, or its valid
and registered assigns, and in a principal amount equal to the amount of the
initial Commitment of such Lender. Each Lender is hereby authorized to record
the date, Type and amount of each Loan made by such Lender, each continuation
thereof, each conversion of all or a portion thereof to another Type, the date
and amount of each payment or prepayment of principal thereof and, in the case
of Eurodollar Loans, the length of each Interest Period with respect thereto, on
the schedules annexed to and constituting a part of its Note, and any such
recordation shall, in the absence of manifest error and to the extent permitted
by applicable law, constitute prima facie evidence of the accuracy of the
information so recorded, provided that the failure by any Lender to make any
such recordation, or any error therein, shall not affect any of the obligations
of the Borrower under such Note or this Agreement. Any Note shall (x) be dated
the Closing Date, (y) be stated to mature on the Termination Date and (z)
provide for the payment of interest in accordance with Section 4.1.

                  2.3 Procedure for Borrowing. The Borrower may borrow under the
Commitments during the Commitment Period on any Business Day, provided that the
Borrower shall give the Administrative Agent irrevocable notice (which notice
may be telephonic and must be received by the Administrative Agent prior to
12:00 Noon, New York City time, (a) three Business Days prior to the requested
Borrowing Date, if all or any part of the requested Loans are to be Eurodollar
Loans, or (b) one Business Day prior to the requested Borrowing Date),
specifying (i) the amount to be borrowed, (ii) the requested Borrowing Date,
(iii) whether the borrowing is to be of Eurodollar Loans, Alternate Base Rate
Loans or a combination thereof and (iv) if the borrowing is to be entirely or
partly of Eurodollar Loans, the respective amounts of each such Type of Loan and
the respective lengths of the initial Interest Periods therefor. Any such
telephonic borrowing notice shall be confirmed promptly by a written borrowing
notice to the Administrative Agent, delivered by hand or by telecopy. Each
borrowing under the Commitments shall be in an amount equal to (A) in the case
of Alternate Base Rate Loans, $500,000 or a whole multiple of $100,000 in excess
thereof (or, if the then Available Commitments are less than $500,000, such
lesser amount) and (B) in the case of Eurodollar Loans, $1,000,000 or a whole
multiple of $250,000 in excess thereof. Upon receipt of any such notice from the
Borrower, the Administrative Agent shall promptly notify each Lender thereof.
Each Lender will make the amount of its pro rata share of each borrowing
available to the Administrative Agent for the account of the Borrower at the
office of the Administrative Agent specified in Section 12.2 prior to 12:30
P.M., New York City time, on the Borrowing Date requested by the Borrower in
funds immediately available to the Administrative Agent. Such borrowing will
then be made available to the Borrower by the Administrative Agent crediting the
account of the Borrower on the books of such office with the aggregate of the
amounts made available to the Administrative Agent by the Lenders and in like
funds as received by the Administrative Agent.

                                       31

<PAGE>

                  2.4 Commitment Fee; Administrative Agent Fees. (a) The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee for the period from and including the first day of the
Commitment Period to the Termination Date, computed at the rate of 0.50% per
annum on the average daily Available Commitment of such Lender during the period
for which payment is made, payable in arrears on (i) the last day of each
September, December, March and June and (ii) the Termination Date.

                  (a) The Borrower shall pay to JPMC, for its account, such fees
as have been agreed to in writing by the Borrower and JPMC, in the amounts and
on the dates set forth in such writing.

                  2.5 Termination or Reduction of Commitments (a) The Borrower
shall have the right, upon not less than five Business Days' notice to the
Administrative Agent, to terminate the Commitments or, from time to time, reduce
the unutilized portion of the amount of the Commitments, provided that (i) the
Commitments shall not be terminated if any Letters of Credit are outstanding and
(ii) any such termination of the Commitments shall be accompanied by prepayment
in full of the Loans and L/C Obligations then outstanding, together with accrued
interest thereon to the date of such prepayment, cancellation of all Letters of
Credit (unless cash collateralized in accordance with the last sentence of this
paragraph) and the payment of any unpaid commitment fee then accrued hereunder.
Any such partial reduction shall be in an amount of $500,000, or a whole
multiple of $100,000 in excess thereof, and shall reduce permanently the amount
of the Commitments then in effect and shall further include any amounts due in
respect thereof under Section 4.8. Upon termination of the Commitments, any
Letter of Credit then outstanding which has been fully cash collateralized upon
terms reasonably satisfactory to the Administrative Agent and the Issuing Lender
shall no longer be considered a "Letter of Credit" as defined in Section 1.1,
and any L/C Participating Interest heretofore granted by the Issuing Lender to
the Lenders in such Letter of Credit shall, at the election of the Issuing
Lender, be deemed terminated but the letter of credit fees payable under Section
3.3 shall continue to accrue to the Issuing Lender with respect to such Letter
of Credit until the expiry thereof.

                  (a) In the case of any reduction of the Commitments hereunder,
to the extent, if any, that the sum of the Loans and the Letter of Credit
Outstandings exceeds the Commitments as so reduced, the Borrower shall make a
prepayment equal to such excess amount, the proceeds of which shall be applied
first, to payment of the Loans then outstanding, second, to payment of any L/C
Obligations then outstanding and last, to cash collateralize any outstanding
Letter of Credit on terms reasonably satisfactory to the Administrative Agent
and the Issuing Lender.

                  (b) The Commitments once terminated or reduced may not be
reinstated.

                  2.6 [Reserved].

                  2.7 [Reserved].

                  2.8 Repayment of Loans.

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<PAGE>

                  (a) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of each Lender, the then unpaid principal
amount of each Loan of such Lender, on the Termination Date. The Borrower hereby
further agrees to pay interest on the unpaid principal amount of the Loans from
time to time outstanding from the date hereof until payment in full thereof at
the rates per annum, and on the dates, set forth in Section 4.1.

                  (b) Each Lender shall maintain in accordance with its usual
practice an account or accounts evidencing indebtedness of the Borrower to such
Lender resulting from each Loan of such Lender from time to time, including the
amounts of principal and interest payable and paid to such Lender from time to
time under this Agreement.

                  (c) The Administrative Agent shall maintain the Register
pursuant to Section 12.6(d), and a subaccount therein for each Lender, in which
shall be recorded (i) the amount of each Loan made hereunder, the Type thereof
and each Interest Period, if any, applicable thereto, (ii) the amount of any
principal or interest due and payable or to become due and payable from the
Borrower to each Lender hereunder and (iii) both the amount of any sum received
by the Administrative Agent hereunder from the Borrower and each Lender's share
thereof.

                  (d) The entries made in the Register and the accounts of each
Lender maintained pursuant to Section 2.8(b) shall, in the absence of manifest
error and to the extent permitted by applicable law, be prima facie evidence of
the existence and amounts of the obligations of the Borrower therein recorded;
provided, however, that the failure of any Lender or the Administrative Agent to
maintain the Register or any such account, or any error therein, shall not in
any manner affect the obligation of the Borrower to repay (with applicable
interest) the Loans made to the Borrower by such Lender in accordance with the
terms of this Agreement.

                  2.9 Optional Prepayments. The Borrower may, at any time and
from time to time, prepay the Loans, in whole or in part, without premium or
penalty, upon at least three Business Days' (or one Business Day in the case of
the payment of Alternate Base Rate Loans) irrevocable notice (no later than
12:00 noon, New York City time, on such day) to the Administrative Agent,
specifying the date and amount of prepayment and whether the prepayment is of
Eurodollar Loans, Alternate Base Rate Loans or a combination thereof, and, if of
a combination thereof, the amount allocable to each. Upon receipt of any such
notice the Administrative Agent shall promptly notify each Lender thereof. If
any such notice is given, the amount specified in such notice shall be due and
payable on the date specified therein. Partial prepayments shall be in an
aggregate principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof and shall include any amounts due in respect thereof under Section 4.8.

                  2.10 Mandatory Prepayments and Commitment Reductions. (a) If
at any time the sum of the Loans and the Letter of Credit Outstandings exceeds
the lesser of the Borrowing Base and the Commitments (including at any time
after any reduction of the Commitments pursuant to Section 2.5), the Borrower
shall make a payment in the amount of such excess which payment shall be applied
in the order set forth in Section 2.5(b). To the extent that after giving effect
to any prepayment of the Loans required by the preceding sentence, the sum of
the Loans and Letter of Credit Outstandings exceed the lesser of the Borrowing
Base and the Commitments, the Borrower shall, without notice or demand,
immediately cash collateralize the then outstanding

                                       33

<PAGE>

L/C Obligations in an amount equal to such excess upon terms reasonably
satisfactory to the Administrative Agent.

                  (a) If at any time the Borrower or any Subsidiary shall
receive any cash proceeds of any casualty or condemnation in excess of
$2,000,000 permitted by Section 8.6(c), such proceeds shall be deposited with
the Administrative Agent who shall hold such proceeds in a cash collateral
account reasonably satisfactory to it. From time to time upon request, the
Administrative Agent will release such proceeds to the Borrower or such
Subsidiary, as necessary, to pay for replacement or rebuilding of the assets
lost or condemned. If such assets are not replaced or rebuilt within one year
(subject to reasonable extension for force majeure or weather delays) following
the condemnation or casualty or if the Borrower fails to notify the
Administrative Agent in writing on or before 180 days after such casualty or
condemnation that the Borrower shall commence the replacement or rebuilding of
such asset, then, in either case, the Administrative Agent may apply any amounts
in the cash collateral account to the repayment of the Loans.

                  (b) If the daily balance of cash and Cash Equivalents of the
Borrower and its Domestic Subsidiaries for each day in any 179 consecutive day
period is in excess of $30,000,000 in the aggregate, the Borrower shall
immediately prepay in full all Loans, if any, then outstanding, and the Borrower
agrees that immediately after such prepayment and immediately after any
repurchase or redemption of the Senior Unsecured Notes permitted under Section
8.18(b)(v), the Borrower and its Domestic Subsidiaries shall have at least
$5,000,000 in the aggregate of unrestricted cash and Cash Equivalents.

                  (c) The provisions of this Section 2.10 shall not be in
derogation of any other covenant or obligation of the Borrower and its
Subsidiaries under the Loan Documents and shall not be construed as a waiver of,
or a consent to departure from, any such covenant or obligation.

                  2.11 Conversion and Continuation Options. (a) The Borrower may
elect from time to time to convert Eurodollar Loans to Alternate Base Rate
Loans, by giving the Administrative Agent at least two Business Days' prior
irrevocable notice of such election in the form of the continuation or
conversion certificate attached hereto as Exhibit G, provided that, unless the
Borrower elects to deposit with the Administrative Agent the amount of any
breakage costs and other Eurodollar Loan related costs to be incurred by the
Borrower under this Agreement with respect to the prepayment or conversion of
such Eurodollar Loan prior to the end of an Interest Period, any such conversion
of Eurodollar Loans may only be made on the last day of an Interest Period with
respect thereto. The Borrower may elect from time to time to convert Alternate
Base Rate Loans to Eurodollar Loans by giving the Administrative Agent at least
three Business Days' prior irrevocable notice of such election. Any such notice
of conversion to Eurodollar Loans shall specify the length of the initial
Interest Period or Interest Periods therefor. Upon receipt of any such notice
the Administrative Agent shall promptly notify each Lender. All or any part of
outstanding Eurodollar Loans and Alternate Base Rate Loans may be converted as
provided herein, provided that (i) no Alternate Base Rate Loan may be converted
into a Eurodollar Loan when any Default or Event of Default has occurred and is
continuing and the Administrative Agent has or the Required Lenders have
determined that such a conversion is not appropriate and (ii) any such
conversion may only be made if, after giving effect thereto, Section 2.12 shall
not have been contravened.

                                       34

<PAGE>

                  (a) Any Eurodollar Loans may be continued as such upon the
expiration of the then current Interest Period with respect thereto by the
Borrower giving notice to the Administrative Agent, in accordance with the
applicable provisions of the term "Interest Period" set forth in Section 1.1, of
the length of the next Interest Period to be applicable to such Loans, provided
that no Eurodollar Loan may be continued as such (i) when any Event of Default
has occurred and is continuing and the Administrative Agent has or the Required
Lenders have determined that such a continuation is not appropriate or (ii) if,
after giving effect thereto, Section 2.12 would be contravened and provided,
further, that if the Borrower shall fail to give any required notice as
described above in this paragraph or if such continuation is not permitted
pursuant to the preceding proviso such Eurodollar Loans shall be automatically
converted to Alternate Base Rate Loans on the last day of such then expiring
Interest Period.

                  2.12 Minimum Amounts of Tranches. All borrowings, conversions
and continuations of Loans hereunder and all selections of Interest Periods
hereunder shall be in such amounts and be made pursuant to such elections so
that, after giving effect thereto, the aggregate principal amount of the Loans
comprising each Eurodollar Tranche shall be equal to $1,000,000 or a whole
multiple of $250,000 in excess thereof and so that there shall not be more than
10 Eurodollar Tranches at any one time outstanding.

                          ARTICLE 3. LETTERS OF CREDIT

                  3.1 The L/C Commitment. Subject to the terms and conditions
hereof, the Issuing Lender, in reliance on the agreements of the other Lenders
set forth in Section 3.4(a), agrees to issue Letters of Credit for the account
of the Borrower on any Business Day during the Commitment Period in such form as
may be approved from time to time by the Issuing Lender; provided that no
Issuing Lender shall issue any Letter of Credit if, after giving effect to such
issuance, (i) the L/C Obligations would exceed $5,000,000 or (ii) the sum of the
Loans and Letter of Credit Outstandings of all the Lenders would exceed the
lesser of (1) the Commitments of all of the Lenders and (2) the Borrowing Base
then in effect. Each Letter of Credit shall (i) be either (x) a Standby L/C
issued to provide credit support for insurance and other general corporate
requirements of the Borrower and its Subsidiaries, or (y) a Trade L/C in respect
of the purchase of goods or services by the Borrower and its Subsidiaries in the
ordinary course of business and (ii) expire no later than the Termination Date.
No Standby L/C shall have an expiry date more than 360 days after its date of
issuance, and no Trade L/C shall have an expiry date more than 120 days after
its issuance and no later than five Business Days prior to the Termination Date,
provided that Standby L/C's may provide for the renewal thereof for additional
periods not to exceed one year, but in any event no later than the Termination
Date. Each Letter of Credit shall be denominated in Dollars.

                  (a) Each Letter of Credit shall be subject to the Uniform
Customs and, to the extent not inconsistent therewith, the laws of the State of
New York.

                  (b) The Issuing Lender shall not at any time be obligated to
issue any Letter of Credit hereunder if such issuance would conflict with, or
cause the Issuing Lender or any Participating Lender to exceed any limits
imposed by, any applicable Requirement of Law.

                                       35

<PAGE>

                  (c) Any Letter of Credit issued and outstanding as of the
Closing Date pursuant to the Existing Credit Agreement shall be deemed to be a
Letter of Credit issued under this Agreement on the Closing Date.

                  3.2 Procedure for Issuance of Letters of Credit. The Borrower
may from time to time request that the Issuing Lender issue a Letter of Credit
by delivering to the Issuing Lender and the Administrative Agent at their
respective addresses for notices specified herein a commercial letter of credit
application in the Issuing Lender's then customary form (a "Trade L/C
Application") or a standby letter of credit application in the Issuing Lender's
then customary form (a "Standby L/C Application"), as the case may be, in each
case completed to the satisfaction of the Issuing Lender, and such other
certificates, documents and other papers and information as may be customary for
letters of credit of the kind being requested and as the Issuing Lender may
reasonably request. Upon receipt of any Letter of Credit Application, the
Issuing Lender will process such Letter of Credit Application and the
certificates, documents and other papers and information delivered to it in
connection therewith in accordance with its customary procedures and, upon
receipt by the Issuing Lender of confirmation from the Administrative Agent that
issuance of such Letter of Credit will not contravene Section 3.1, the Issuing
Lender shall promptly issue the Letter of Credit requested thereby (but in no
event shall the Issuing Lender be required to issue any Letter of Credit earlier
than three Business Days after its receipt of the Letter of Credit Application
therefor and all such other certificates, documents and other papers and
information relating thereto) by issuing the original of such Letter of Credit
to the beneficiary thereof or as otherwise may be agreed by the Issuing Lender
and the Borrower. The Issuing Lender shall furnish a copy of such Letter of
Credit to the Borrower and the Administrative Agent promptly following the
issuance thereof and to each Lender promptly following the end of each month.

                  3.3 Fees, Commissions and Other Charges. (a) The Borrower
shall pay to the Administrative Agent, for the account of the Issuing Lender and
the Participating Lenders, a letter of credit commission with respect to each
Letter of Credit for each day at a per annum rate equal to the Applicable Margin
applicable to Loans bearing interest at the Eurodollar Rate of the daily face
amount of such Letter of Credit, payable monthly in arrears on the last day of
each month and on the Termination Date. A portion of such commission equal to
1/4 of 1% of the average daily face amount of such Letter of Credit shall be
payable as a fronting fee to the Issuing Lender for its own account, and the
remaining portion of such commission shall be payable to the Issuing Lender and
the Lenders to be shared ratably among them in accordance with their respective
Commitment Percentages. Such commissions shall be nonrefundable.

                  (a) In addition to the foregoing fees and commissions, the
Borrower shall pay or reimburse the Issuing Lender for such normal and customary
costs and expenses as are incurred or charged by the Issuing Lender in issuing,
effecting payment under, amending or otherwise administering any Letter of
Credit.

                  (b) The Administrative Agent shall, promptly following its
receipt thereof, distribute to the Issuing Lender and the Participating Lenders
all fees and commissions received by the Administrative Agent for their
respective accounts pursuant to this Section 3.3.

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<PAGE>

                  3.4 L/C Participations. Effective on the date of issuance of
each Letter of Credit, the Issuing Lender irrevocably agrees to grant and hereby
grants to each Participating Lender, and each Participating Lender irrevocably
agrees to accept and purchase and hereby accepts and purchases from the Issuing
Lender, on the terms and conditions hereinafter stated, for such Participating
Lender's own account and risk an undivided interest equal to such Participating
Lender's Commitment Percentage in the Issuing Lender's obligations and rights
under each Letter of Credit issued by the Issuing Lender and the amount of each
draft paid by the Issuing Lender thereunder. Each Participating Lender
unconditionally and irrevocably agrees with the Issuing Lender that, if a draft
is paid under any Letter of Credit for which such Issuing Lender is not
reimbursed in full by the Borrower in accordance with the terms of this
Agreement, such Participating Lender shall pay to the Administrative Agent, for
the account of the Issuing Lender, upon demand at the Administrative Agent's
address specified in Section 12.2, an amount equal to such Participating
Lender's Commitment Percentage of the amount of such draft, or any part thereof,
which is not so reimbursed. On the date that any Assignee becomes a Lender party
to this Agreement in accordance with Section 12.6, participating interests in
any outstanding Letters of Credit held by the transferor Lender from which such
Assignee acquired its interest hereunder shall be proportionately reallotted
between such Assignee and such transferor Lender. Each Participating Lender
hereby agrees that its obligation to participate in each Letter of Credit, and
to pay or to reimburse the Issuing Lender for its participating share of the
drafts drawn or amounts otherwise paid thereunder, is absolute, irrevocable and
unconditional and shall not be affected by any circumstances whatsoever
(including, without limitation, the occurrence or continuance of any Default or
Event of Default), and that each such payment shall be made without offset,
abatement, withholding or other reduction whatsoever.

                  (a) If any amount required to be paid by any Participating
Lender to the Issuing Lender pursuant to Section 3.4(a) in respect of any
unreimbursed portion of any draft paid by the Issuing Lender under any Letter of
Credit is paid to the Issuing Lender within three Business Days after the date
such payment is due, such Participating Lender shall pay to the Administrative
Agent, for the account of the Issuing Lender, on demand, an amount equal to the
product of (i) such amount, times (ii) the daily average Federal Funds Effective
Rate during the period from and including the date such payment is required to
the date on which such payment is immediately available to the Issuing Lender,
times (iii) a fraction the numerator of which is the number of days that elapse
during such period and the denominator of which is 360. If any such amount
required to be paid by any Participating Lender pursuant to Section 3.4(a) is
not in fact made available to the Administrative Agent, for the account of the
Issuing Lender, by such Participating Lender within three Business Days after
the date such payment is due, the Issuing Lender shall be entitled to recover
from such Participating Lender, on demand, such amount with interest thereon
calculated from such due date at the rate per annum applicable to Alternate Base
Rate Loans hereunder. An L/C Participation Certificate of the Issuing Lender
submitted to any Participating Lender with respect to any amounts owing under
this Section shall be conclusive in the absence of manifest error.

                  (b) Whenever, at any time after the Issuing Lender has paid a
draft under any Letter of Credit and has received from any Participating Lender
its pro rata share of such payment in accordance with Section 3.4(a), the
Issuing Lender receives any reimbursement on account of such unreimbursed
portion, or any payment of interest on account thereof, the Issuing Lender will
pay to the Administrative Agent, for the account of such Participating Lender,
its pro

                                       37

<PAGE>

rata share thereof; provided, however, that in the event that any such payment
received by the Issuing Lender shall be required to be returned by the Issuing
Lender, such Participating Lender shall return to the Administrative Agent for
the account of the Issuing Lender, the portion thereof previously distributed to
it.

                  3.5 Reimbursement Obligation of the Borrower. The Borrower
agrees to reimburse the Issuing Lender on each date on which the Issuing Lender
notifies the Borrower of the date and amount of a draft presented under any
Letter of Credit and paid by the Issuing Lender for the amount of (a) such draft
so paid and (b) any taxes, fees, charges or other costs or expenses incurred by
the Issuing Lender in connection with such payment. Each such payment shall be
made to the Issuing Lender at its address for notices specified herein in
Dollars and in immediately available funds. Interest shall be payable on any and
all amounts remaining unpaid by the Borrower under this Section 3.5 from the
date such amounts become payable in accordance with the first sentence of this
Section 3.5 until payment in full, at the rate which would be payable on
Alternate Base Rate Loans at such time.

                  3.6 Obligations Absolute. The Borrower's Obligations under
this Article 3 shall be absolute and unconditional under any and all
circumstances and irrespective of any set-off, counterclaim or defense to
payment which the Borrower or any other Person may have or have had against the
Issuing Lender or any other Lender or any beneficiary of a Letter of Credit. The
Borrower also agrees with the Issuing Lender that the Issuing Lender shall not
be responsible for, and the Borrower's obligations under Section 3.5 shall not
be affected by, among other things, the validity or genuineness of documents or
of any endorsements thereon, even though such documents shall in fact prove to
be invalid, fraudulent or forged, or any dispute between or among the Borrower
and any beneficiary of any Letter of Credit or any other party to which such
Letter of Credit may be transferred or any claims whatsoever of the Borrower
against any beneficiary of such Letter of Credit or any such transferee. The
Issuing Lender shall not be liable for any error, omission, interruption or
delay in transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with any Letter of Credit, except for errors or
omissions caused by the Issuing Lender's gross negligence or willful misconduct.
The Borrower agrees that any action taken or omitted by the Issuing Lender under
or in connection with any Letter of Credit or the related drafts or documents,
if done in the absence of gross negligence or wilful misconduct and in
accordance with the standards of care specified in the Uniform Commercial Code
of the State of New York, including, without limitation, Article 5 thereof,
shall be binding on the Borrower and shall not result in any liability of such
Issuing Lender to the Borrower.

                  3.7 Letter of Credit Payments. If any draft shall be presented
for payment under any Letter of Credit, the Issuing Lender shall promptly notify
the Borrower and the Administrative Agent of the date and amount thereof. The
responsibility of the Issuing Lender to the Borrower in connection with any
draft presented for payment under any Letter of Credit shall, in addition to any
payment obligation expressly provided for in such Letter of Credit, be limited
to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are in conformity with such
Letter of Credit.

                  3.8 Letter of Credit Applications. To the extent that any
provision of any Letter of Credit Application, including any reimbursement
provisions contained therein, related to any

                                       38

<PAGE>

Letter of Credit is inconsistent with the provisions of this Article 3, the
provisions of this Article 3 shall prevail.

                         ARTICLE 4. GENERAL PROVISIONS

                  4.1 Interest Rates and Payment Dates. Each Eurodollar Loan
shall bear interest for each day during each Interest Period with respect
thereto at a rate per annum equal to the Eurodollar Rate determined for such day
plus the Applicable Margin.

                  (a) Each Alternate Base Rate Loan shall bear interest at a
rate per annum equal to the Alternate Base Rate plus the Applicable Margin.

                  (b) Upon the occurrence and during the continuance of any
Event of Default specified in Section 9(a), the Loans and any overdue amounts
hereunder shall bear interest at a rate per annum which is (x) in the case of
the Loans, the rate that would otherwise be applicable thereto pursuant to the
foregoing provisions of this Section 4.1 plus 2% or (y) in the case of overdue
interest, commitment fee or other amount, the rate described in paragraph (b) of
this Section 4.1 plus 2%.

                  (c) Interest shall be payable in arrears on each Interest
Payment Date, provided that interest accruing pursuant to paragraph (c) of this
Section 4.1 shall be payable from time to time on demand.

                  4.2 Computation of Interest and Fees. Interest on Alternate
Base Rate Loans, Eurodollar Loans, commitment fees, interest on overdue interest
and other amounts payable hereunder shall be calculated on the basis of a
360-day year except interest on Alternate Base Rate Loans (when based on the
Prime Rate) shall be calculated on the basis of a year of 365/366, in either
case for the actual days elapsed. The Administrative Agent shall as soon as
practicable notify the Borrower and the Lenders of each determination of a
Eurodollar Rate. Any change in the interest rate on a Loan resulting from a
change in the Alternate Base Rate or the Eurocurrency Reserve Requirements shall
become effective as of the opening of business on the day on which such change
becomes effective. The Administrative Agent shall as soon as practicable notify
the Borrower and the Lenders of the effective date and the amount of each such
change in interest rate.

                  (a) Each determination of an interest rate by the
Administrative Agent pursuant to any provision of this Agreement shall be
conclusive and binding on the Borrower and the Lenders in the absence of
manifest error. The Administrative Agent shall, at the request of the Borrower,
deliver to the Borrower a statement showing the quotations used by the
Administrative Agent in determining any interest rate pursuant to Section
4.1(a), (b) or (c).

                  4.3 Inability to Determine Interest Rate. If prior to the
first day of any Interest Period:

                  (a) the Administrative Agent shall have determined (which
         determination, absent manifest error, shall be conclusive and binding
         upon the Borrower) that, by reason of

                                       39

<PAGE>

         circumstances affecting the relevant market, adequate and reasonable
         means do not exist for ascertaining the Eurodollar Rate for such
         Interest Period, or

                  (b) the Administrative Agent shall have received notice from
         the Required Lenders that the Eurodollar Rate determined or to be
         determined for such Interest Period will not adequately and fairly
         reflect the cost to such Lenders (as conclusively certified by such
         Lenders) of making or maintaining their affected Loans during such
         Interest Period,

the Administrative Agent shall give telecopy or telephonic notice thereof to the
Borrower and the Lenders as soon as practicable thereafter. If such notice is
given (x) any Eurodollar Loans requested to be made on the first day of such
Interest Period shall be made as Alternate Base Rate Loans, (y) any Loans that
were to have been converted on the first day of such Interest Period to
Eurodollar Loans shall be converted to or continued as Alternate Base Rate Loans
and (z) any outstanding Eurodollar Loans shall be converted, on the first day of
such Interest Period, to Alternate Base Rate Loans. Until such notice has been
withdrawn by the Administrative Agent (which the Administrative Agent agrees to
do when the circumstances that prompted the delivery of such notice no longer
exist), no further Eurodollar Loans shall be made or continued as such, nor
shall the Borrower have the right to convert Loans to Eurodollar Loans.

                  4.4 Pro Rata Treatment and Payments. (a) Each borrowing and
each conversion or continuation pursuant to Section 2.11 of Loans by the
Borrower from the Lenders and any reduction of the Commitments of the Lenders
hereunder shall be made pro rata according to the respective principal amounts
of such Loans held by the Lenders or the respective Commitment Percentages of
the Lenders, as the case may be.

                  (a) Whenever (i) any payment received by the Administrative
Agent under this Agreement or any Note or (ii) any other amounts received by the
Administrative Agent for or on behalf of the Borrower (including, without
limitation, proceeds of collateral or payments under any guarantee) is
insufficient to pay in full all amounts then due and payable to the
Administrative Agent and the Lenders under this Agreement and any Note, such
payment shall be distributed by the Administrative Agent and applied by the
Administrative Agent and the Lenders in the following order: First, to the
payment of fees and expenses due and payable to the Administrative Agent under
and in connection with this Agreement; Second, to the payment of all expenses
due and payable under Section 12.5, ratably among the Administrative Agent and
the Lenders in accordance with the aggregate amount of such payments owed to the
Administrative Agent and each such Lender; Third, to the payment of fees due and
payable under Sections 2.4 and 3.3(a), ratably among the Lenders in accordance
with the Commitment Percentage of each Lender and, in the case of the Issuing
Lender, the amount retained by the Issuing Lender for its own account pursuant
to Section 3.3(a); Fourth, to the payment of interest then due and payable under
the Loans, ratably in accordance with the aggregate amount of interest owed to
each such Lender; and Fifth, to the payment of the principal amount of the Loans
and the L/C Obligations then due and payable and, in the case of proceeds of
collateral or payments under any guarantee, to the payment of any other
obligations to any Lender not covered in First through Fourth above ratably
secured by such collateral or ratably guaranteed under any such guarantee,
ratably among the Lenders in accordance with the aggregate principal

                                       40

<PAGE>

amount and, in the case of proceeds of collateral or payments under any
guarantee, the obligations secured or guaranteed thereby owed to each such
Lender.

                  (b) If any Lender (a "Non-Funding Lender") has (x) failed to
make a Loan required to be made by it hereunder, and the Administrative Agent
has determined that such Lender is not likely to make such Loan or (y) given
notice to the Borrower or the Administrative Agent that it will not make, or
that it has disaffirmed or repudiated any obligation to make, any Loans, in each
case by reason of the provisions of the Financial Institutions Reform, Recovery
and Enforcement Act of 1989, as amended, or otherwise, any payment made on
account of the principal of the Loans outstanding shall be made as follows:

                           (i) in the case of any such payment made on any date
                  when and to the extent that, in the determination of the
                  Administrative Agent, the Borrower would be able, under the
                  terms and conditions hereof, to reborrow the amount of such
                  payment under the Commitments and to satisfy any applicable
                  conditions precedent set forth in Section 6.2 to such
                  reborrowing, such payment shall be made on account of the
                  outstanding Loans held by the Lenders other than the
                  Non-Funding Lender pro rata according to the respective
                  outstanding principal amounts of the Loans of such Lenders;

                           (ii) otherwise, such payment shall be made on account
                  of the outstanding Loans held by the Lenders pro rata
                  according to the respective outstanding principal amounts of
                  such Loans; and

                           (iii) any payment made on account of interest on the
                  Loans shall be made pro rata according to the respective
                  amounts of accrued and unpaid interest due and payable on the
                  Loans with respect to which such payment is being made.

The Borrower agrees to give the Administrative Agent such assistance in making
any determination pursuant to this paragraph as the Administrative Agent may
reasonably request. Any such determination by the Administrative Agent shall be
conclusive and binding on the Lenders.

                  (c) All payments (including prepayments) to be made by the
Borrower on account of principal, interest and fees shall be made without
set-off or counterclaim and shall be made to the Administrative Agent, for the
account of the Lenders at the Administrative Agent's office located at 712 Main,
Houston, Texas 77002, in Dollars and in immediately available funds. The
Administrative Agent shall promptly distribute such payments in accordance with
the provisions of Section 4.4(b) promptly upon receipt in like funds as
received. If any payment hereunder would become due and payable on a day other
than a Business Day, such payment shall become due and payable on the next
succeeding Business Day (except, in the case of Eurodollar Loans, as otherwise
provided in clause (1) of the definition of "Interest Period") and, with respect
to payments of principal, interest thereon shall be payable at the applicable
rate during such extension.

                  (d) Unless the Administrative Agent shall have been notified
in writing by any Lender prior to a Borrowing Date that such Lender will not
make the amount that would

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<PAGE>

constitute its relevant Commitment Percentage of the borrowing on such date
available to the Administrative Agent, the Administrative Agent may assume that
such Lender has made such amount available to the Administrative Agent on such
Borrowing Date, and the Administrative Agent may, in reliance upon such
assumption, make available to the Borrower a corresponding amount. If such
amount is made available to the Administrative Agent on a date after such
Borrowing Date, such Lender shall pay to the Administrative Agent on demand an
amount equal to the product of (i) the daily average Federal Funds Effective
Rate during such period, times (ii) the amount of such Lender's relevant
Commitment Percentage of such borrowing, times (iii) a fraction the numerator of
which is the number of days that elapse from and including such Borrowing Date
to the date on which such Lender's relevant Commitment Percentage of such
borrowing shall have become immediately available to the Administrative Agent
and the denominator of which is 360. A certificate of the Administrative Agent
submitted to any Lender with respect to any amounts owing under this Section
4.4(e) shall be conclusive in the absence of manifest error. If such Lender's
relevant Commitment Percentage of such borrowing is not in fact made available
to the Administrative Agent by such Lender within three Business Days of such
Borrowing Date, the Administrative Agent shall be entitled to recover such
amount with interest thereon at the rate per annum applicable to Alternate Base
Rate Loans hereunder, on demand, from the Borrower. The failure of any Lender to
make any Loan to be made by it shall not relieve any other Lender of its
obligation, if any, hereunder to make its Loan on such Borrowing Date, but no
Lender shall be responsible for the failure of any other Lender to make the Loan
to be made by such other Lender on such Borrowing Date.

                  4.5 Illegality. Notwithstanding any other provision herein, if
the adoption of or any change in any Requirement of Law or in the interpretation
or application thereof shall make it unlawful for any Lender to make or maintain
Eurodollar Loans as contemplated by this Agreement, (a) the commitment of such
Lender hereunder to make Eurodollar Loans, continue Eurodollar Loans as such and
convert Alternate Base Rate Loans to Eurodollar Loans shall forthwith be
cancelled and (b) such Lender's Loans then outstanding as Eurodollar Loans, if
any, shall be converted automatically to Alternate Base Rate Loans on the
respective last days of the then current Interest Periods with respect to such
Loans or within such earlier period as required by law; provided that before
making any such demand, each Lender agrees to use reasonable efforts (consistent
with its internal policy and legal and regulatory restrictions and so long as
such efforts would not be disadvantageous to it, in its reasonable discretion,
in any legal, economic or regulatory manner) to designate a different lending
office if the making of such a designation would allow the Lender or its lending
office to continue to perform its obligations to make Eurodollar Loans and avoid
the need for, or materially reduce the amount of, such increased cost. If any
such conversion of a Eurodollar Loan occurs on a day which is not the last day
of the then current Interest Period with respect thereto, the Borrower shall pay
to such Lender such amounts, if any, as may be required pursuant to Section 4.8.
If circumstances subsequently change so that any affected Lender shall determine
that it is no longer so affected, such Lender will promptly notify the Borrower
and the Administrative Agent, and upon receipt of such notice, the obligations
of such Lender to make or continue Eurodollar Loans or to convert Alternate Base
Rate Loans into Eurodollar Loans shall be reinstated.

                  4.6 Requirements of Law. (a) If the adoption of or any change
in any Requirement of Law or in the interpretation or application thereof or
compliance by any Lender with any

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<PAGE>

request or directive (whether or not having the force of law) from any central
bank or other Governmental Authority made subsequent to the date hereof:

                           (i) shall subject any Lender to any tax of any kind
                  whatsoever with respect to this Agreement, any Loan, any Note,
                  any Letter of Credit or any Letter of Credit Application or
                  change the basis of taxation of payments to such Lender in
                  respect thereof (except for taxes covered by Section 4.7 and
                  the establishment of a tax based on the net income of such
                  Lender or changes in the rate of tax on the net income of such
                  Lender);

                           (ii) shall impose, modify or hold applicable any
                  reserve, special deposit, compulsory loan or similar
                  requirement against assets held by, deposits or other
                  liabilities in or for the account of, advances, loans or other
                  extensions of credit (including, without limitation, letters
                  of credit) by, or any other acquisition of funds by, any
                  office of such Lender; or

                           (iii) shall impose on such Lender any other
                  condition;

and the result of any of the foregoing is to increase the cost to such Lender,
by an amount which such Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or to increase the cost to such
Lender, by an amount which such Lender deems to be material, of issuing or
maintaining any Letter of Credit or participation therein or to reduce any
amount receivable hereunder in respect thereof, then, in any such case, the
Borrower shall promptly pay such Lender, upon its demand, any additional amounts
necessary to compensate such Lender for such increased cost or reduced amount
receivable, provided that before making any such demand, each Lender agrees to
use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions and so long as such efforts would not be disadvantageous
to it, in its reasonable discretion, in any legal, economic or regulatory
manner) to designate a different Eurodollar lending office if the making of such
designation would allow the Lender or its Eurodollar lending office to continue
to perform its obligations to make Eurodollar Loans or to continue to fund or
maintain Eurodollar Loans and avoid the need for, or materially reduce the
amount of, such increased cost. If any Lender becomes entitled to claim any
additional amounts pursuant to this Section 4.6, it shall promptly notify (in
any event no later than 90 days after such Lender becomes entitled to make such
claim) the Borrower, through the Administrative Agent, of the event by reason of
which it has become so entitled. If the Borrower so notifies the Administrative
Agent within five Business Days after any Lender notifies the Borrower of any
increased cost pursuant to the foregoing provisions of this Section 4.6, the
Borrower may convert all Eurodollar Loans of such Lender then outstanding into
Alternate Base Rate Loans in accordance with Section 2.11 and, additionally,
reimburse such Lender for any cost in accordance with Section 4.8. This covenant
shall survive the termination of this Agreement and the payment of the Notes and
all other amounts payable hereunder for nine months following such termination
and repayment.

                  (b) If any Lender shall have determined that the adoption of
or any change in any Requirement of Law regarding capital adequacy or in the
interpretation or application thereof or compliance by such Lender or any
corporation controlling such Lender with any request or directive regarding
capital adequacy (whether or not having the force of law) from any

                                       43

<PAGE>

Governmental Authority made subsequent to the date hereof does or shall have the
effect of reducing the rate of return on such Lender's or such corporation's
capital as a consequence of its obligations hereunder or under any Letter of
Credit to a level below that which such Lender or such corporation could have
achieved but for such change or compliance (taking into consideration such
Lender's or such corporation's policies with respect to capital adequacy) by an
amount deemed by such Lender to be material, then from time to time, after
submission by such Lender to the Borrower (with a copy to the Administrative
Agent) of a prompt written request therefor, the Borrower shall pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction; provided that the Borrower shall not be required to compensate a
Lender pursuant to this paragraph for any amounts incurred more than ninety days
prior to the date that such lender notifies the Borrower of such Lender's
intention to claim compensation therefor; and provided, further that, if the
circumstances giving rise to such claim have a retroactive effect, then such
ninety day period shall be extended to include the period of such retroactive
effect. This covenant shall survive the termination of this Agreement and the
payment of any Notes and all other amounts payable hereunder for nine months
following such termination and repayment.

                  (c) A certificate as to any additional amounts payable
pursuant to this Section 4.6 showing in reasonable detail the calculation
thereof and certifying that the applicable Lender is generally charging such
costs to other similarly situated borrowers under similar credit facilities,
submitted by such Lender, through the Administrative Agent, to the Borrower
shall be conclusive in the absence of manifest error.

                  4.7 Taxes. (a) Except as provided below in this Section, all
payments made by the Borrower under this Agreement and any Notes shall be made
free and clear of, and without deduction or withholding for or on account of,
any present or future income, stamp or other taxes, levies, imposts, duties,
charges, fees, deductions or withholdings, now or hereafter imposed, levied,
collected, withheld or assessed by any Governmental Authority, excluding, (i)
net income taxes and franchise taxes imposed in lieu of net income taxes and
(ii) any United States withholding taxes payable with respect to payments under
this Agreement or the Notes under laws (including any governing statute, treaty
or regulation) in effect on the Closing Date (or (x) in the case of an Assignee,
the date of the Assignment and Acceptance and (y) in the case of a Participant,
the date of the related purchase) applicable to any Lender, the Issuing Lender,
the Administrative Agent, or any Participant, as the case may be. If any such
non-excluded taxes, levies, imposts, duties, charges, fees, deductions or
withholdings ("Non-Excluded Taxes") are required to be withheld from any amounts
payable to the Administrative Agent, any Lender or the Issuing Lender hereunder
or under any Notes, the amounts so payable to the Administrative Agent, such
Lender or the Issuing Lender shall be increased to the extent necessary to yield
to the Administrative Agent, such Lender or the Issuing Lender (after payment of
all Non-Excluded Taxes) interest or any such other amounts payable hereunder at
the rates or in the amounts specified in this Agreement and any Notes, provided,
however, that the Borrower shall be entitled to deduct and withhold any
Non-Excluded Taxes and shall not be required to increase any such amounts
payable to the Administrative Agent, any Lender or the Issuing Lender if the
Administrative Agent, such Lender or the Issuing Lender fails or is unable to
comply with the requirements of paragraph (b) or (c) of this Section 4.7.
Whenever any Non-Excluded Taxes are payable by the Borrower, as promptly as
possible thereafter the Borrower shall send to the Administrative Agent for its
own account or for the account of such Lender or

                                       44

<PAGE>

the Issuing Lender, as the case may be, a certified copy of an original official
receipt received by the Borrower showing payment thereof. If the Borrower fails
to pay any Non-Excluded Taxes when due to the appropriate taxing authority or
fails to remit to the Administrative Agent the required receipts or other
required documentary evidence, the Borrower shall indemnify the Administrative
Agent, the Lenders and the Issuing Lender, as the case may be, for any
incremental taxes, interest or penalties that may become payable by the
Administrative Agent, any Lender or the Issuing Lender as a result of any such
failure. The agreements in this Section 4.7 shall survive the termination of
this Agreement and the payment of the Loans and all other amounts payable
hereunder for a period of nine months thereafter.

                  (b) Each Non-U.S. Lender and each U.S. Lender shall:

                           (i)  (x) in the case of a Non-U.S. Lender (other than
                  an Existing Lender that has previously delivered to the
                  Borrower and the Administrative Agent a form or certification
                  described in this Section 4.7(b)) on or before the date of any
                  payment by the Borrower under this Agreement or any Notes to
                  such Non-U.S. Lender, deliver to the Borrower and the
                  Administrative Agent (A) two duly completed copies of United
                  States Internal Revenue Service Form W-8BEN (certifying to its
                  entitlement to treaty benefits and, if applicable, certifying
                  that it is entitled to an exemption from United States backup
                  withholding tax) or W-8ECI (certifying that the income
                  received is effectively connected with a U.S. trade or
                  business and, if applicable, certifying that it is entitled to
                  an exemption from United States backup withholding tax), or
                  successor applicable form, as the case may be, certifying that
                  it is entitled to receive payments under this Agreement, any
                  Notes and any Loan Document without any deduction or
                  withholding of any United States federal income taxes or, in
                  the case of a U.S. Lender, on or before the date of any
                  payment under this Agreement to such Lender, deliver to the
                  Borrower and the Administrative Agent two properly completed
                  copies of United States Internal Revenue Service Form W-9 or
                  successor applicable form, as the case may be, certifying that
                  such U.S. Lender is entitled to an exemption from United
                  States backup withholding tax (for purposes of this Section
                  4.7(b), a U.S. Lender shall not include (x) a U.S. Lender that
                  may be treated as an exempt recipient based on the indicators
                  described in Treas. Reg. Section 1.6049-4(c)(1)(ii)) or (y) a
                  U.S. Lender that is an Existing Lender);

                             (y) deliver to the Borrower and the Administrative
                  Agent two further copies of any such form or certification on
                  or before the date that any such form or certification expires
                  or becomes obsolete, after the occurrence of any event
                  requiring a change in the most recent form previously
                  delivered by it to the Borrower and at any other time or times
                  reasonably requested by the Borrower; and

                             (z) obtain such extensions of time for filing and
                  complete such forms or certifications as may reasonably be
                  requested by the Borrower or the Administrative Agent; or

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<PAGE>

                           (ii) in the case of any Non-U.S. Lender that is not a
                  "bank" within the meaning of Section 881(c)(3)(A) of the Code
                  and that does not comply with sub-paragraph (i) of this
                  paragraph (b), (x) represent to the Borrower (for the benefit
                  of the Borrower and the Administrative Agent) that it is not a
                  bank within the meaning of Section 881(c)(3)(A) of the Code,
                  (y) deliver to the Borrower on or before the date of any
                  payment by the Borrower, with a copy to the Administrative
                  Agent, (A) a certificate stating that such Lender (1) is not a
                  "bank" under Section 881(c)(3)(A) of the Code, is not subject
                  to regulatory or other legal requirements as a bank in any
                  jurisdiction, and has not been treated as a bank for purposes
                  of any tax, securities law or other filing or submission made
                  to any Governmental Authority, any application made to a
                  rating agency or qualification for any exemption from tax,
                  securities law or other legal requirements, (2) is not a
                  "10-percent shareholder" within the meaning of Sections
                  881(c)(3)(B) and 871(h)(3)(B) of the Code and (3) is not a
                  "controlled foreign corporation" receiving interest from a
                  related person within the meaning of Section 881(c)(3)(C) of
                  the Code (any such certificate a "U.S. Tax Compliance
                  Certificate") and (B) two duly completed copies of Internal
                  Revenue Service Form W-8BEN, or successor applicable form,
                  certifying to such Non-U.S. Lender's legal entitlement at the
                  date of such certificate to an exemption from U.S. withholding
                  tax under the provisions of Section 881(c) or 871(h) of the
                  Code with respect to payments to be made under this Agreement,
                  any Notes and any Loan Document (and to deliver to the
                  Borrower and the Administrative Agent two further copies of
                  Form W-8BEN on or before the date it expires or becomes
                  obsolete, after the occurrence of any event requiring a change
                  in the most recently provided form and at any other time or
                  times reasonably requested by the Borrower and, if necessary,
                  obtain any extensions of time reasonably requested by the
                  Borrower or the Administrative Agent for filing and completing
                  such forms), and (z) agree, to the extent legally entitled to
                  do so, upon reasonable request by the Borrower, to provide to
                  the Borrower and the Administrative Agent such other forms as
                  may be reasonably required in order to establish the legal
                  entitlement of such Lender to an exemption from withholding
                  with respect to payments under this Agreement, any Notes and
                  any Loan Document;

unless in any such case any change in treaty, law or regulation has occurred
after the date such Person becomes a Lender, the Issuing Lender or the
Administrative Agent, as the case may be, hereunder which renders any such forms
and certificates previously delivered by such Lender, the Issuing Lender or the
Administrative Agent, as the case may be, inapplicable or which would prevent
such Lender, the Issuing Lender or the Administrative Agent, as the case may be,
from duly completing and delivering such form or certificate with respect to it
and such Lender, the Issuing Lender or the Administrative Agent, as the case may
be, so advises the Borrower and the Administrative Agent. Each Person that shall
become a Lender, the Issuing Lender or the Administrative Agent or a Participant
pursuant to Section 12.6 shall, upon the effectiveness of the related transfer,
be required to provide all of the forms, certifications and statements required
pursuant to this Section; provided that in the case of a Participant the
obligations of such Participant pursuant to this paragraph (b) shall be
determined as if such Participant were a Lender except that such Participant
shall furnish all such required forms, certifications and statements to the
Lender from which the related participation shall have been purchased.

                                       46

<PAGE>

                  (b) Each Lender, the Issuing Lender and the Administrative
Agent, as the case may be, shall, upon request by the Borrower, deliver to the
Borrower or the applicable Governmental Authority, as the case may be, any form
or certificate required in order that any payment by the Borrower under this
Agreement, any Notes or any Loan Document may be made free and clear of, and
without deduction or withholding for or on account of any Non-Excluded Taxes (or
to allow any such deduction or withholding to be at a reduced rate) imposed on
such payment under the laws of any jurisdiction, provided that such Lender, the
Issuing Lender and the Administrative Agent, as the case may be, is legally
entitled to complete, execute and deliver such form or certificate and such
completion, execution or submission would not materially prejudice the legal
position of such Lender.

                  (c) Each Lender, the Issuing Lender and the Administrative
Agent agrees that, upon the occurrence of any event giving rise to an obligation
of the Borrower under this Section 4.7 with respect to such Lender, Issuing
Lender or Administrative Agent, it will, if requested by the Borrower, use
reasonable efforts (subject to overall internal policy, legal and regulatory
considerations) to designate another lending office for any Loans affected by
such event with the object of avoiding the consequences of such event; provided,
that such designation is made on terms that, in the reasonable judgment of such
Lender, Issuing Lender or Administrative Agent, causes it or its lending
office(s) to suffer no economic, legal or regulatory disadvantage, and provided,
further, that nothing in this Section shall affect or postpone any of the
obligations of the Borrower or the rights of any Lender, Issuing Lender or
Administrative Agent pursuant to this Agreement.

                  (d) In the event that the Administrative Agent, any Lender, or
the Issuing Lender determines, in its sole good-faith discretion, that it has
received a refund of any Non-Excluded Taxes as to which it has been indemnified
by the Borrower or with respect to which the Borrower has paid additional
amounts pursuant to this Section 4.7, it shall pay over such refund to the
Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by the Borrower under this Section 4.7 with respect to
Non-Excluded Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Administrative Agent, Issuing Lender or such Lender, and without
interest (other than any interest paid by the relevant Governmental Authority
with respect to such refund); provided, that the Borrower, upon the request of
the Administrative Agent, Issuing Lender or such Lender agrees to repay the
amount paid over to the Borrowerer (plus any penalties, interest, or other
charges imposed by the relevant Governmental Authority solely with respect to
such refund of Non-Excluded Taxes as determined in the sole good-faith
discretion of the Lender) to the Administrative Agent, Issuing Lender or such
Lender in the event the Administrative Agent, Issuing Lender, or such Lender is
required to pay such refund to such Governmental Authority. Nothing contained in
this paragraph shall interfere with the right of the Administrative Agent, the
Issuing Lender or such Lender to arrange its tax affairs in whatever manner it
thinks fit, nor to disclose any information relating to its tax affairs or any
computations in respect thereof or to do anything that would prejudice its
ability to benefit from other credits, relief, remissions or repayments to which
it may be entitled.

                  4.8 Indemnity. The Borrower agrees to indemnify each Lender
and to hold each Lender harmless from any loss (excluding loss of profit) or
expense which such Lender may sustain or incur as a consequence of (a) default
by the Borrower in payment when due of the principal amount of or interest on
any Eurodollar Loan, (b) default by the Borrower in making a

                                       47

<PAGE>

borrowing of, conversion into or continuation of Eurodollar Loans after the
Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (c) default by the Borrower in making any
prepayment after the Borrower has given a notice thereof in accordance with the
provisions of this Agreement or (d) the making of a prepayment of Eurodollar
Loans on a day which is not the last day of an Interest Period with respect
thereto, including, without limitation, in each case, any such loss or expense
(but excluding loss of margin) arising from the reemployment of funds obtained
by it or from fees payable to terminate the deposits from which such funds were
obtained. Calculation of all amounts payable to a Lender under this Section 4.8
shall be made as though such Lender had actually funded its relevant Eurodollar
Loan through the purchase of a deposit bearing interest at the Eurodollar Rate
in an amount equal to the amount of such Eurodollar Loan and having a maturity
comparable to the relevant Interest Period; provided, however, that each Lender
may fund each of its Eurodollar Loans in any manner it sees fit, and the
foregoing assumption shall be utilized only for the calculation of amounts
payable under this Section 4.8. This covenant shall survive the termination of
this Agreement and the payment of any Notes and all other amounts payable
hereunder for a period of nine months thereafter.

                  4.9 Replacement of Lender. If at any time (a) the Borrower
becomes obligated to pay additional amounts described in Sections 4.5, 4.6 or
4.7 as a result of any condition described in such Sections or any Lender ceases
to make Eurodollar Loans pursuant to Section 4.5, (b) any Lender becomes
insolvent and its assets become subject to a receiver, liquidator, trustee,
custodian or other Person having similar powers, (c) any Lender becomes a
"Nonconsenting Lender" or (d) any Lender becomes a "Non-Funding Lender", then
the Borrower may, on ten Business Days' prior written notice to the
Administrative Agent and such Lender, replace such Lender by causing such Lender
to (and such Lender shall) assign pursuant to Section 12.6(c) all of its rights
and obligations under this Agreement to a Lender or other entity selected by the
Borrower and acceptable to the Administrative Agent for a purchase price equal
to the outstanding principal amount of such Lender's Loans and all accrued
interest and fees and other amounts payable hereunder (including amounts payable
under Section 4.8 as though such Loans were being paid instead of being
purchased); provided that (i) the Borrower shall have no right to replace the
Administrative Agent, (ii) neither the Administrative Agent nor any Lender shall
have any obligation to the Borrower to find a replacement Lender or other such
entity, (iii) in the event of a replacement of a Nonconsenting Lender or a
Lender to which the Borrower becomes obligated to pay additional amounts
pursuant to clause (a) of this Section 4.9, in order for the Borrower to be
entitled to replace such a Lender, such replacement must take place no later
than 180 days after (A) the date the Nonconsenting Lender shall have notified
the Borrower and the Administrative Agent of its failure to agree to any
requested consent, waiver or amendment or (B) the Lender shall have demanded
payment of additional amounts under one of the Sections described in clause (a)
of this Section 4.9, as the case may be, and (iv) in no event shall the Lender
hereby replaced be required to pay or surrender to such replacement Lender or
other entity any of the fees received by such Lender hereby replaced pursuant to
this Agreement. In the case of a replacement of a Lender to which the Borrower
becomes obligated to pay additional amounts pursuant to clause (a) of this
Section 4.9, the Borrower shall pay such additional amounts to such Lender prior
to such Lender being replaced and the payment of such additional amounts shall
be a condition to the replacement of such Lender. In the event that (x) the
Borrower or the Administrative Agent has requested the Lenders to consent to a
departure or waiver of any provisions of the Loan Documents or to agree to any
amendment thereto, (y) the

                                       48

<PAGE>

consent, waiver or amendment in question requires the agreement of all Lenders
in accordance with the terms of Section 12.1 and (z) Required Lenders have
agreed to such consent, waiver or amendment, then any Lender who does not agree
to such consent, waiver or amendment shall be deemed a "Nonconsenting Lender."
The Borrower's right to replace a Non-Funding Lender pursuant to this Section
4.9 is, and shall be, in addition to, and not in lieu of, all other rights and
remedies available to the Borrower against such Non-Funding Lender under this
Agreement, at law, in equity, or by statute.

                   ARTICLE 5. REPRESENTATIONS AND WARRANTIES

                  To induce the Administrative Agent and the Lenders to enter
into this Agreement and to make the Loans and to issue and participate in
Letters of Credit, CCHC and the Borrower hereby represent and warrant to the
Administrative Agent and each Lender that:

                  5.1 Financial Condition. (a) The audited consolidated
financial statements of CCHC for the fiscal years ended September 30, 2000 and
2001 and the audited consolidated financial statements of the Borrower for the
fiscal years ended September 30, 2002 , reported on by Ernst & Young, LLP,
copies of which have heretofore been furnished to each Lender present fairly in
all material respects the consolidated financial position of CCHC or the
Borrower, as applicable, as at such dates, and the consolidated results of
CCHC's or the Borrower's operations, as applicable, and CCHC's or the Borrower's
cash flows, as applicable, for the fiscal periods then ended. The unaudited
consolidated financial statements of the Borrower for the calendar month and
year-to-date periods ending April 30, 2003, certified by a Responsible Officer
of the Borrower, copies of which have heretofore been furnished to each Lender,
present fairly in all material respects the consolidated financial position of
the Borrower as of such date, and the consolidated results of the Borrower's
operations and the Borrower's cash flow for the calendar month and year-to-date
periods then ended. All such financial statements and the related schedules and
notes thereto have been prepared in accordance with GAAP applied consistently
throughout the periods involved (except as approved by such accountants or
Responsible Officer, as the case may be, and as disclosed therein). Neither CCHC
nor any of its Subsidiaries had as at the date of the most recent balance sheet
referred to above, any material Guarantee Obligation, contingent liability or
liability for taxes, or any long-term lease or unusual forward or long-term
commitment, including, without limitation, any interest rate or foreign currency
swap or exchange transaction, which is not reflected in the foregoing statements
or in the notes thereto and which has any reasonable likelihood of resulting in
a material cost or loss.

                  (a) The pro forma balance sheet of the Borrower and its
Subsidiaries (the "Pro Forma Balance Sheet") and the pro forma condensed
consolidated statement of operations of the Borrower and its Subsidiaries (the
"Pro Forma Statement of Operations"), certified by a Responsible Officer of CCHC
and the Borrower, copies of which have been heretofore furnished to each Lender,
are the pro forma unaudited balance sheet of the Borrower and its consolidated
Subsidiaries as at September 30, 2003, and the pro forma unaudited condensed
consolidated statement of operations of the Borrower and its consolidated
Subsidiaries for the twelve months ended September 30, 2003, adjusted to give
effect (as if such events had occurred on September 30, 2003) to (i) the
consummation and funding of the Senior Unsecured Notes and the

                                       49

<PAGE>

contemplated disbursement and use of the proceeds thereof (including without
limitation, the payment of all obligations then outstanding under the Existing
Credit Agreement as required under Section 6.1(b)(i)), (ii) the payment of fees,
expenses and financing costs related to the Transactions, and (iii) the
consummation of the other Transactions in accordance with the Loan Documents.
The Pro Forma Balance Sheet and the Pro Forma Statement of Operations, together
with the notes thereto, were prepared based on good faith assumptions as of the
date of delivery thereof, and reflect on a pro forma basis the financial
position of the Borrower and its Subsidiaries as at September 30, 2003 and for
the twelve-month period ending September 30, 2003, as adjusted, as described
above, assuming that the events specified in the preceding sentence had actually
occurred at September 30, 2003.

                  5.2 No Change. Since April 30, 2003 (a) there has been no
development or event which has had or could reasonably be expected to have a
Material Adverse Effect and (b) no dividends or other distributions have been
declared, paid or made upon the Capital Stock of CCHC or the Borrower except as
listed on Schedule 5.2 or otherwise permitted hereby nor has any of the Capital
Stock of CCHC or the Borrower been redeemed, retired, purchased or otherwise
acquired for value by CCHC or Borrower or any of their Subsidiaries.

                  5.3 Corporate Existence; Compliance with Law. CCHC and each of
its Subsidiaries (a) is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, (b) has the corporate
power and authority, and the legal right, to own and operate its property, to
lease the property it operates as lessee and to conduct the business in which it
is currently engaged, (c) is duly qualified as a foreign corporation and in good
standing under the laws of each jurisdiction where its ownership, lease or
operation of property or the conduct of its business requires such
qualification, except to the extent that the failure to so qualify could not, in
the aggregate, reasonably be expected to have a Material Adverse Effect and (d)
is in compliance with all Requirements of Law except to the extent that the
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Affect.

                  5.4 Corporate Power; Authorization; Enforceable Obligations.
Each Credit Party has the corporate power and authority, and the legal right, to
make, deliver and perform this Agreement, any of the Notes and the other Loan
Documents to which it is a party and, with respect to the Borrower, to borrow
hereunder and has taken all necessary corporate action to authorize the
borrowings on the terms and conditions of, or the granting of any security
interests under, this Agreement, any of the Notes and the other Loan Documents
and to authorize the execution, delivery and performance of this Agreement, any
of the Notes and the other Loan Documents to which it is a party. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
borrowings hereunder or with the execution, delivery, performance, validity or
enforceability of, or the granting of any security interests under, this
Agreement, any of the Notes or the other Loan Documents to which any Credit
Party is a party, except for (i) those set forth on Schedule 5.4, each of which
have been made or taken and are in full force and effect, (ii) consents under
immaterial Contractual Obligations and (iii) those referred to in Section 5.18.
This Agreement, any Note and each of the other Loan Documents has been duly
executed and delivered on behalf of each Credit Party thereto. This Agreement,
any Note and each of the other Loan Documents constitutes a legal, valid and
binding obligation of each Credit Party

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<PAGE>

thereto enforceable against such Credit Party in accordance with its terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

                  5.5 No Legal Bar. The execution, delivery and performance of
this Agreement, the Notes and the other Loan Documents, the borrowings hereunder
and the use of the proceeds thereof will not violate any Requirement of Law or
material Contractual Obligation of any Credit Party or of any of its
Subsidiaries.

                  5.6 No Material Litigation. Except as set forth in Schedule
5.6, no litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of CCHC and the Borrower,
threatened by or against any of the Credit Parties or any of their Subsidiaries
or against any of its or their respective properties or revenues (a) with
respect to this Agreement, any Notes, the other Loan Documents or any of the
transactions contemplated hereby or thereby or (b) which could reasonably be
expected to have a Material Adverse Effect.

                  5.7 No Default. None of the Credit Parties or any of their
Subsidiaries is in default under or with respect to any of its Contractual
Obligations in any respect which could reasonably be expected to have a Material
Adverse Effect. No Default or Event of Default has occurred and is continuing.

                  5.8 Ownership of Property; Liens. Each of the Credit Parties
and their Subsidiaries has good record and indefeasible title in fee simple to,
or a valid leasehold interest in, all its material real property, and good title
to, or a valid leasehold interest in, all its other material property, and none
of such property is subject to any Lien except as permitted by Section 8.3. Such
real and other properties comprise all of the properties the use of which is
necessary for the conduct of such Credit Party's or such Subsidiaries' business
as presently conducted and as proposed to be conducted by it. As of the date
hereof, the Fee Properties listed on Part I of Schedule 5.8 constitute all the
real properties owned in fee by the Borrower or its Subsidiaries and the Leased
Properties listed on Part II of Schedule 5.8 constitute all of the real
properties leased by the Borrower or its Subsidiaries. As of the date hereof,
each of the leases with respect to material Leased Properties listed on Part II
of Schedule 5.8 is in full force and effect.

                  5.9 Intellectual Property. Each of the Credit Parties and
their Subsidiaries owns, or is validly licensed to use, all trademarks,
tradenames, copyrights, technology, know-how and processes necessary for the
conduct of its business as currently conducted except for those the failure of
which to own or license could not reasonably be expected to have a Material
Adverse Effect (the "Intellectual Property"). To the knowledge of CCHC and the
Borrower, and except as set forth on Schedule 5.9, no claim has been asserted
and is pending by any Person challenging or questioning the use of any such
Intellectual Property or the validity or effectiveness of any such Intellectual
Property, nor does CCHC or the Borrower know of any valid basis for any such
claim which could reasonably be expected to have a Material Adverse Effect. The
use of such Intellectual Property by the Credit Parties and their Subsidiaries
does not

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<PAGE>

infringe on the rights of any Person, except for such claims and infringements
that, in the aggregate, could not reasonably be expected to have a Material
Adverse Effect.

                  5.10 Taxes. Except as set forth on Schedule 5.10, each of the
Credit Parties and their Subsidiaries has filed or caused to be filed all
federal and all other material tax returns which, to the knowledge of CCHC and
the Borrower, are required to be filed and has paid all taxes shown to be due
and payable on said returns or on any assessments made against it or any of its
property and all other material taxes, fees or other charges imposed on it or
any of its property by any Governmental Authority (other than (i) any such
taxes, assessments, fees or other charges the amount or validity of which are
currently being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP have been provided on the
books of the Credit Parties or their Subsidiaries, as the case may be, and (ii)
taxes, assessments, fees or other charges imposed by any Governmental Authority,
other than income taxes imposed by the United States of America, with respect to
which the failure to make payments could not, by reason of the amount thereof or
of remedies available to such Governmental Authorities, reasonably be expected
to have a Material Adverse Effect); no tax Lien has been filed, and, to the
knowledge of the Borrower, no claim is being asserted, with respect to any such
tax, fee or other charge.

                  5.11 Federal Regulations. No part of the proceeds of any Loans
will be used for "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 or for any purpose which violates the provisions of the
Regulations of such Board of Governors. If requested by any Lender or the
Administrative Agent, the Borrower will furnish to the Administrative Agent and
each Lender a statement to the foregoing effect in conformity with the
requirements of FR Form U-1 referred to in said Regulation U.

                  5.12 ERISA. Except where the liability, individually or in the
aggregate, which could reasonably be expected to result has not had or could not
reasonably be expected to have a Material Adverse Effect: (i) neither a
Reportable Event nor an "accumulated funding deficiency" (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred during the
five-year period prior to the date on which this representation is made or
deemed made with respect to any Single Employer Plan; (ii) each Plan (other than
a Multiemployer Plan) has complied in all material respects with the applicable
provisions of ERISA and the Code; (iii) no termination of a Single Employer Plan
has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has
arisen and remains outstanding, during such five-year period; (iv) the present
value of all accrued benefits under each Single Employer Plan (based on those
assumptions used to fund such Plans) did not, as of the last annual valuation
date prior to the date on which this representation is made or deemed made,
exceed the value of the assets of such Plan allocable to such accrued benefits
by an amount which could reasonably be expected to have a Material Adverse
Effect; (v) none of the Credit Parties nor any Commonly Controlled Entity has
had a complete or partial withdrawal from any Multiemployer Plan, and, to the
best knowledge of the Credit Parties, none of the Credit Parties nor any
Commonly Controlled Entity would become subject to any liability under ERISA if
the Credit Parties or any such Commonly Controlled Entity were to withdraw
completely from all Multiemployer Plans as of the valuation date most closely
preceding the date on which this representation is made or deemed made; (vi)

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<PAGE>

no such Multiemployer Plan is in Reorganization or Insolvent; (vii) the present
value (determined using actuarial and other assumptions which are reasonable in
respect of the benefits provided and the employees participating) of the
liability of the Borrower and each Commonly Controlled Entity for post
retirement benefits to be provided to their current and former employees under
Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) does
not, in the aggregate, exceed the assets under all such Plans allocable to such
benefits.

                  5.13 Investment Company Act; Other Regulations. Neither CCHC
nor any of its Subsidiaries is an "investment company", or a company
"controlled" by an "investment company", within the meaning of the Investment
Company Act of 1940, as amended. Neither CCHC nor any of its Subsidiaries is
subject to regulation under any Requirement of Law which limits its ability to
incur Indebtedness.

                  5.14 Subsidiaries, Etc. As of the date hereof, the only
Subsidiaries of CCHC, and the only partnerships or joint ventures in which CCHC
or any of its Subsidiaries has an interest are those listed on Schedule 5.14. As
of the date hereof, CCHC owns the percentage of the Capital Stock or other
evidences of the ownership of each Subsidiary, partnership or joint venture
listed on Schedule 5.14 as set forth on such Schedule. As of the date hereof, no
such Subsidiary, partnership or joint venture has issued any securities
convertible into shares of its Capital Stock, and the outstanding stock and
securities (or other evidence of ownership) of such Subsidiaries, partnerships
or joint ventures owned by the Borrower and its Subsidiaries are so owned free
and clear of all Liens, warrants, options or rights of others of any kind except
as set forth in Schedule 5.14.

                  5.15 Purpose of Loans. The proceeds of the Loans shall be used
for working capital purposes and other general corporate purposes of the
Borrower and the Subsidiaries.

                  5.16 Environmental Matters. The facilities and properties
owned, leased or operated by CCHC or any of its Subsidiaries (the "Properties")
do not contain, and have not previously contained, any Materials of
Environmental Concern in amounts or concentrations or under such conditions
which (i) constitute or constituted a violation of, or could reasonably be
expected to give rise to liability under, any Environmental Law in effect at the
time of the making of this representation, or (ii) could materially and
adversely interfere with the continued operation of the Properties, or (iii)
materially impair the fair saleable value thereof except in each case insofar as
such violation, liability, interference, or reduction in fair market value, or
any aggregation thereof, is not reasonably likely to result in a Material
Adverse Effect.

                  (a) The Business, Properties and all operations at the
Properties are, and to the knowledge of CCHC and the Borrower have been, in
compliance in all material respects with all applicable Environmental Laws
except for noncompliance which is not reasonably likely to result in a Material
Adverse Effect.

                  (b) Neither CCHC nor any of its Subsidiaries has received any
written notice of violation, alleged violation, non-compliance, liability or
potential liability regarding environmental matters or compliance with
Environmental Laws with regard to any of the Properties or the Business, nor
does CCHC or the Borrower have knowledge or reason to believe that any such
notice will be received or is being threatened except insofar as such notice or

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<PAGE>

threatened notice, or any aggregation thereof, does not involve a matter or
matters that is or are reasonably likely to result in a Material Adverse Effect.

                  (c) Materials of Environmental Concern have not been
transported or disposed of from the Properties in violation of, or in a manner
or to a location which could reasonably be expected to give rise to liability
under, any Environmental Law in effect at the time of the making of this
representation, nor have any Materials of Environmental Concern been generated,
treated, stored or disposed of at, on or under any of the Properties in
violation of, or in a manner that could reasonably be expected to give rise to
liability under, any applicable Environmental Law in effect at the time of the
making of this representation except insofar as any such violation or liability
referred to in this paragraph, or any aggregation thereof, is not reasonably
likely to result in a Material Adverse Effect.

                  (d) No judicial proceeding or governmental or administrative
action is pending or, to the knowledge of CCHC or the Borrower, threatened,
under any Environmental Law to which CCHC or any Subsidiary is or will be named
as a party with respect to the Properties or the Business, nor are there any
consent decrees or other decrees, consent orders, administrative orders or other
orders, or other administrative or judicial requirements outstanding under any
Environmental Law with respect to the Properties or the Business except insofar
as such proceeding, action, decree, order or other requirement, or any
aggregation thereof, is not reasonably likely to result in a Material Adverse
Effect.

                  (e) There has been no release or, to the best knowledge of
CCHC or the Borrower, threat of release of Materials of Environmental Concern at
or from the Properties, or arising from or related to the operations of CCHC or
any Subsidiary in connection with the Properties or otherwise in connection with
the Business, in violation of or in amounts or in a manner that could reasonably
give rise to liability under Environmental Laws in effect at the time of making
this representation except insofar as any such violation or liability referred
to in this paragraph, or any aggregation thereof, is not reasonably likely to
result in a Material Adverse Effect.

                  5.17 Disclosure. No information, financial statement, report,
certificate or other document prepared or furnished by or on behalf of any
Credit Party to the Administrative Agent or any Lender in connection with this
Agreement or any other Loan Document (but excluding all projections and pro
forma financial statements covered by the next succeeding sentence) contains any
untrue statement of a material fact or omits to state any material fact
necessary to make the statements herein or therein not misleading. The
projections and pro forma financial information and other estimates and opinions
contained in the materials referenced above are based upon good faith estimates
and assumptions believed by management of CCHC and the Borrower to be reasonable
at the time made, it being recognized by the Lenders that such financial
information as it relates to future events is not to be viewed as fact and that
actual results during the period or periods covered by such financial
information may differ from the projected results set forth therein by a
material amount. As of the Closing Date, there is no fact known to any Credit
Party (other than general economic conditions, which conditions are commonly
known and affect businesses generally) which has, or which could reasonably be
expected to have, in the reasonable judgment of such Credit Party, a Material
Adverse Effect.

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                  5.18 Guarantee and Collateral Agreement. The Guarantee and
Collateral Agreement is effective to create in favor of the Administrative
Agent, for the ratable benefit of the Lenders, a legal, valid and enforceable
security interest in the Pledged Stock or the Pledged Notes, as the case may be,
described therein and proceeds thereof and all actions have been taken to cause
the Guarantee and Collateral Agreement to constitute a fully perfected first
Lien on, and security interest in, all right, title and interest of CCHC, the
Borrower, HM Coop and their Domestic Subsidiaries party thereto in such Pledged
Stock or Pledged Notes, as the case may be, described therein and in proceeds
thereof superior in right to any other Person.

                  (a) The Guarantee and Collateral Agreement is effective to
create in favor of the Administrative Agent, for the benefit of the Lenders, a
legal, valid and enforceable security interest in the respective collateral
described therein and proceeds thereof, and when financing statements in
appropriate form are filed in the offices specified on Schedule 5.8 or in the
Guarantee and Collateral Agreement, and the other actions required to be taken
by the Guarantee and Collateral Agreement have been taken, the Guarantee and
Collateral Agreement shall constitute fully perfected, first priority Liens on,
and security interests in, all right, title and interest of CCHC, the Borrower
and their Subsidiaries party thereto in such collateral and the proceeds thereof
superior in right to any other Person other than Liens permitted hereby.

                  5.19 Solvency. Each of CCHC and the Borrower is, individually
and together with its Subsidiaries, Solvent.

                  5.20 No Fees. None of the Credit Parties nor any of their
Subsidiaries is under any obligation to pay any broker's fees, finder's fee,
commission, transaction fee or expenses in connection with the transactions
contemplated by this Agreement or the other Loan Documents.

                  5.21 Insurance. The insurance maintained by or reserved
against on the books of CCHC, the Borrower and their Subsidiaries is sufficient
to protect CCHC, the Borrower and their Subsidiaries against such risks as are
usually insured against in the same general area by companies engaged in the
same or similar business. None of CCHC, the Borrower or any of their
Subsidiaries is in default under any provisions of any such policy of insurance
or has received notice of cancellation of any such insurance (other than in
connection with the replacement of any such policy). None of CCHC, the Borrower
or any of their Subsidiaries has made any material claims under any policy of
insurance with respect to which the insurance carrier has denied liability.

                  5.22 Labor Matters. There are no strikes pending or, to the
knowledge of CCHC or the Borrower, threatened against CCHC or any of its
Subsidiaries which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect. The hours worked and payments made
to employees of CCHC and each of its Subsidiaries have not been in violation of
any applicable United States labor laws, rules or regulations or any other
applicable laws, rules or regulations, except where such violations could not
reasonably be expected to have a Material Adverse Effect. The consummation of
the Transactions will not give rise to a right of termination or right of
renegotiation on the part of any union under any collective bargaining agreement
to which CCHC or any of its Subsidiaries (or any predecessor) is a party or by
which CCHC or any of its Subsidiaries (or any predecessor) is bound.

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<PAGE>

                  5.23 Senior Indebtedness. The Obligations constitute
Indebtedness senior in right to any and all Subordinated Indebtedness now or
hereafter existing pursuant to the terms of any document evidencing, governing
or related to any Subordinated Indebtedness or guarantees thereof. The
obligations of each Subsidiary which is a Guarantor under the Guarantee and
Collateral Agreement constitute obligations senior in right to any and all
guarantees, if any, by such Subsidiary of any Subordinated Indebtedness now or
hereafter existing pursuant to the terms of any document evidencing, governing
or related to the applicable Subordinated Indebtedness or guarantees thereof.

                  5.24 Provision of License Products; Non-Competition, Etc. No
Credit Party is party to any agreement, whether written or oral, providing for
(i) the grant by CCHC or any of its Subsidiaries of any right or license to use
any Intellectual Property (as defined in the Guarantee and Collateral Agreement)
of CCHC or any of its Subsidiaries (including, without limitation, the use of
any electronic catalog products) or (ii) the rendering of any related service in
connection with such grant (collectively, "License Products") to any Person
(other than an Affiliate), except for any such agreement (or a related agreement
or agreements) that contains such confidentiality, non-solicitation and
non-competition provisions as are customary in the Borrower's line of business
and in the ordinary course of business (as determined reasonably and in good
faith by the Borrower) ("Customary License Terms").

                  5.25 Lease Transactions; Lease Transaction Obligations. As of
the Closing Date, none of the Credit Parties nor any of their Subsidiaries is a
party to any Lease Transaction Obligations other than as listed on Schedule 5.25
hereto.

                  5.26 Status of Accounts Receivables and Other Collateral. The
Borrower will only include those Accounts Receivable that are Eligible Accounts
Receivable in any computation by the Borrower of the Borrowing Base. The
Borrower represents and warrants as follows: (a) the Borrower is and shall be
the sole owner, free and clear of all Liens except as permitted in Section 8.3,
of each such Eligible Account Receivable and (b) each such Eligible Account
Receivable is and shall be a good and valid Account Receivable representing the
undisputed bona fide indebtedness incurred or an amount indisputably owed by the
Account Debtor thereunder. The Borrower will, promptly after any Responsible
Officer learns thereof, report to the Administrative Agent any matters
materially affecting the value, enforceability or collectability of any such
Eligible Account Receivable, and the Borrower shall not redate any invoice or
sale or make or allow to be made sales on extended dating beyond what is
customary in the industry.

                  5.27 Senior Unsecured Notes. Each of the Senior Unsecured
Notes and the Senior Unsecured Note Indenture constitutes the valid and binding
obligations of each of the parties thereto in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy laws and other
laws affecting creditors' rights generally and by general principles of equity.
The Borrower has no knowledge that any of the representations and warranties
contained in the Senior Unsecured Notes or the Senior Unsecured Note Indenture
were untrue or incorrect in any material respect on and as of the date given or,
except as disclosed in writing to the Administrative Agent prior to the Closing
Date, that any of the material terms thereof have been modified, amended or
waived.

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                        ARTICLE 6. CONDITIONS PRECEDENT

                  6.1 Conditions to Initial Loans. The agreement of each Lender
to make the initial Loan requested to be made by it and of the Issuing Lender
and each Lender to issue and participate in Letters of Credit is subject to the
satisfaction, immediately prior to or concurrently with the making of such Loan
or issuance of such Letter of Credit on the Closing Date (which shall in no
event occur later than June 30, 2003), of the following conditions precedent:

                  (a) Agreement; Notes. The Administrative Agent shall have
         received (i) this Agreement, executed and delivered by a duly
         authorized Responsible Officer of each of CCHC and the Borrower with a
         counterpart for each Lender and (ii) for the account of each of the
         Lenders which has requested a Note pursuant to Section 2.2, a Note
         conforming to the requirements hereof and executed and delivered by a
         duly authorized Responsible Officer of the Borrower and (iii) the
         joinder and supplemental agreement to the Guarantee and Collateral
         Agreement, executed and delivered by a duly authorized Responsible
         Officer of HM Coop and Borrower.

                  (b) Existing Credit Agreement. (i) All Revolving Credit Loans,
         Swing Line Loans and Tranche B Loans (as each is defined in the
         Existing Credit Agreement) outstanding under the Existing Credit
         Agreement, together with all accrued unpaid interest, fees, commissions
         and other amounts owing under the Existing Credit Agreement, shall have
         been paid.

                           (ii) Each Existing Lender which will not continue as
                  a Lender hereunder (a "Departing Lender") shall deliver to the
                  Administrative Agent an acknowledgment that (A) its Tranche B
                  Term Loan Commitment and Swing Line Commitment (as both are
                  defined in the Existing Credit Agreement) have been terminated
                  and (B) its Revolving Credit Commitment (as defined in the
                  Existing Credit Agreement) under the Existing Credit Agreement
                  is being assigned and reallocated as set forth herein.

                  (c) Corporate Proceedings of the Credit Parties. The
         Administrative Agent shall have received, with a copy for each Lender,
         a copy of the resolutions, in form and substance reasonably
         satisfactory to the Administrative Agent, of the Board of Directors or
         duly authorized committee of each of CCHC, the Borrower and HM Coop
         authorizing (i) the execution, delivery and performance of this
         Agreement and the other Loan Documents to which it is a party, (ii) the
         borrowings contemplated hereunder and under the Senior Unsecured Notes,
         and (iii) the transactions contemplated by the Transactions (to the
         extent applicable to such Person), certified by the Secretary or an
         Assistant Secretary (or authorized member) of each of CCHC, the
         Borrower and HM Coop as of the Closing Date, which certificate shall
         state that the resolutions thereby certified have not been amended,
         modified, revoked or rescinded and shall be in form and substance
         reasonably satisfactory to the Administrative Agent.

                  (d) Incumbency Certificates. The Administrative Agent shall
         have received, with a copy for each Lender, a certificate of the
         Secretary or an Assistant Secretary (or authorized member) of each of
         CCHC, the Borrower and HM Coop, dated the Closing

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<PAGE>

         Date, as to the incumbency and signature of the Responsible Officers of
         such Person executing each Loan Document to which it is a party and any
         certificate or other document to be delivered by it pursuant hereto and
         thereto, together with evidence of the incumbency of such Secretary or
         Assistant Secretary (or authorized member).

                  (e) Organization Documents. The Administrative Agent shall
         have received, with a counterpart for each Lender, true and complete
         copies of the certificate of incorporation and by-laws of each of the
         Credit Parties that is a corporation or of the certificate of
         organization and operating agreement of each of the Credit Parties that
         is a limited liability company, certified as of the Closing Date as
         complete and correct copies thereof by the Secretary or an Assistant
         Secretary (or authorized member) of each of the Credit Parties.

                  (f) Consents, Licenses and Approvals. (i) All governmental and
         material third party approvals (including landlords' and other
         consents) reasonably required by the Administrative Agent in connection
         with the Transactions and execution, delivery and performance of the
         Loan Documents and the continuing operation of the Business shall have
         been obtained and be in full force and effect, (ii) all applicable
         waiting periods shall have expired without any action being taken or
         threatened by any competent Governmental Authority which would
         restrain, prevent or otherwise impose adverse conditions on CCHC, any
         of its Subsidiaries or the Transactions and (iii) the Administrative
         Agent shall have received, with a counterpart for each Lender, a
         certificate of a Responsible Officer of each of the Credit Parties (A)
         attaching copies of all consents, authorizations and filings referred
         to in Section 5.4, and (B) stating that such consents, licenses and
         filings are in full force and effect, and each such consent,
         authorization and filing shall be in form and substance reasonably
         satisfactory to the Administrative Agent.

                  (g) Fees. JPMC shall have received the fees referred to in
         Section 2.4 to be received on the Closing Date and the Administrative
         Agent shall have received a certificate in a form acceptable to it from
         a Responsible Officer certifying that the total aggregate amount of all
         fees and expenses incurred or to be incurred in connection with the
         Transactions are only those expressly agreed to by the Administrative
         Agent and the Borrower.

                  (h) Borrowing Certificate. The Administrative Agent shall have
         received, with a copy for each Lender, a borrowing certificate
         substantially in the form of Exhibit E hereto and dated the Closing
         Date, executed by a Responsible Officer of each of the Borrower and the
         Guarantor.

                  (i) Borrowing Base Certificate. The Administrative Agent shall
         have received a completed Borrowing Base Certificate dated the Closing
         Date and signed by a Responsible Officer of the Borrower.

                  (j) [Reserved]

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                  (k) No Defaults. There shall exist no breach of or default (or
         condition which would constitute a default with the giving of notice or
         the passage of time) under any capital stock, financing agreements,
         lease agreements or other Contractual Obligation of CCHC, the Borrower
         or any of their Subsidiaries which, in any case or in the aggregate,
         would have a Material Adverse Effect.

                  (l) Legal Opinions. The Lenders shall have received, with a
         copy for each Lender, from Weil, Gotshal & Manges LLP, special counsel
         to CCHC, the Borrower and HM Coop, a legal opinion substantially in the
         form of Exhibit D.

                  (m) Perfection. All filings and other actions required to
         continue or create and perfect, as applicable, a first priority
         security interest in all collateral granted to the Administrative Agent
         pursuant to the Security Documents shall have been duly made or taken,
         and all such collateral shall be free and clear of other Liens except
         as permitted hereby. The Administrative Agent shall have received
         evidence satisfactory to it that UCC-3 termination statements and other
         Lien release documentation shall have been duly executed and properly
         filed, and all other necessary actions shall have been duly taken, to
         the extent necessary to effect the complete and irrevocable release of
         all Liens, if any, other than those permitted pursuant to Section 8.3
         on the assets of CCHC and its Subsidiaries.

                  (n) Insurance. The Administrative Agent shall have received an
         insurance certificate from Aon Risk Services, dated the Closing Date
         (or any earlier date acceptable to the Administrative Agent), and other
         evidence satisfactory to it that CCHC, the Borrower and their
         Subsidiaries have obtained the insurance policies required by this
         Agreement and by the Security Documents.

                  (o) Consummation and Funding of Senior Unsecured Notes
         Transaction. The Administrative Agent shall have received reasonably
         satisfactory evidence that the Senior Unsecured Notes transaction has
         been duly and validly consummated, and the Borrower has received all of
         the net proceeds of the Senior Unsecured Notes, without modification,
         amendment or waiver of any material provisions of any of the Senior
         Unsecured Notes or the Senior Unsecured Note Indenture (except for such
         modifications, amendments or waivers as shall have been approved in
         writing by the Required Lenders), all in accordance with the terms,
         conditions and provisions of the Senior Unsecured Notes and the Senior
         Unsecured Note Indenture.

                  (p) Partial Repurchase or Redemption of Senior Subordinated
         Notes. Not less than $82,524,400 of the Senior Subordinated Notes shall
         have been repurchased, redeemed or otherwise paid with proceeds of the
         Senior Unsecured Notes.

                  (q) Financial Statements. The Lenders shall have received (i)
         the financial statements referred to in Section 5.1 and (ii) unaudited
         interim financial statements of the Borrower and its Subsidiaries for
         each fiscal quarterly period ended subsequent to March 31, 2003 as to
         which such financial statements are available, and such financial
         statements shall not, in the reasonable judgment of the Lenders,
         reflect any material

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         adverse change in the financial condition of any of them as reflected
         in the financial statements or projections previously furnished to the
         Lenders.

                  (r) Post-Transaction Financial Position. The Administrative
         Agent shall have received, with a copy for each Lender, a certificate
         of a Responsible Officer of CCHC and the Borrower to the effect that on
         the Closing Date after giving effect to the Transactions, there shall
         exist no Indebtedness of CCHC and its consolidated Subsidiaries
         (including the Borrower) (excluding Indebtedness incurred pursuant to
         this Agreement and any Notes and Indebtedness permitted by Section 8.2
         and Section 11.6(i)).

                  (s) Guarantee and Collateral Agreement. The Administrative
         Agent shall have received the Pledged Stock pledged pursuant to the
         Guarantee and Collateral Agreement (including the Capital Stock in HM
         Coop and in Internet Autoparts described in Section 8.9(m)), together
         with undated stock powers endorsed in blank for each stock certificate
         representing such Pledged Stock, or, as applicable, such other
         documents or modifications required by the Guarantee and Collateral
         Agreement. The Administrative Agent shall have received, on behalf of
         the Lenders, each Pledged Note pledged pursuant to the Guarantee and
         Collateral Agreement, endorsed as required by the Guarantee and
         Collateral Agreement, and the acknowledgement and consent of the maker
         of each such Pledged Note.

                  (t) [Reserved]

                  (u) Litigation. No litigation, inquiry, injunction or
         restraining order shall be pending, entered or threatened (including,
         without limitation, any proposed statute, rule or regulation) which, in
         the reasonable opinion of the Lenders, could have a Material Adverse
         Effect.

                  (v) No Adverse Change. There shall not have occurred any
         change, or development or event involving a prospective change, which
         in either case in the reasonable opinion of the Lenders, could have a
         Material Adverse Effect. The Lenders shall not have become aware of any
         previously undisclosed materially adverse information with respect to
         (i) the Transactions or the business, assets, operations, condition
         (financial or otherwise) or prospects of CCHC, the Borrower and their
         Subsidiaries, taken as a whole, (ii) their ability to perform their
         obligations under this Agreement, any Note or the other Loan Documents
         or (iii) the rights and remedies of the Lenders.

                  (w) Other Documentation. All other documentation, including,
         without limitation, any tax sharing agreement, employment agreement,
         management compensation arrangement or other financing arrangement of
         CCHC or any of its Subsidiaries, as reasonably requested by the
         Administrative Agent, each of which shall be reasonably satisfactory in
         form and substance to the Lenders.

                  6.2 Conditions to Each Loan. The agreement of each Lender to
make any Loan requested to be made by it on any date (including, without
limitation, its initial Loan) or of the

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Lenders and the Issuing Lender to issue or participate in any Letter of Credit
is subject to the satisfaction of the following conditions precedent:

                  (a) Representations and Warranties. Each of the
         representations and warranties made by the Credit Parties and their
         Subsidiaries in or pursuant to the Loan Documents shall be true and
         correct in all material respects on and as of such date as if made on
         and as of such date, except for any representation and warranty which
         is expressly made as of an earlier date, which representation and
         warranty shall have been true and correct in all material respects as
         of such earlier date.

                  (b) No Default. No Default or Event of Default shall have
         occurred and be continuing on such date or after giving effect to the
         Loans requested to be made, or Letters of Credit requested to be
         issued, on such date.

                  (c) Borrowing Certificate. The Administrative Agent shall have
         received, with a copy for each Lender, a borrowing certificate
         substantially in the form of Exhibit E hereto and dated on such date,
         executed by a Responsible Officer of each of the Borrower and the
         Guarantor.

                  (d) Borrowing Base Certificate. If requested by the
         Administrative Agent, the Borrower shall have furnished the
         Administrative Agent with a completed Borrowing Base Certificate signed
         by a Responsible Officer of the Borrower and dated the date that the
         applicable Loan or Letter of Credit request is submitted by the
         Borrower.

                  (e) Letter of Credit Application. With respect to the issuance
         of any Letter of Credit, the Issuing Lender shall have received a
         Letter of Credit Application, completed to its reasonable satisfaction
         and duly executed by a Responsible Officer of the Borrower; provided
         that if such Letter of Credit is being issued to support the repayment
         of any Indebtedness of any Subsidiary of the Borrower, such Subsidiary
         shall also execute such Letter of Credit Application and shall agree to
         be jointly and severally liable with the Borrower for any and all
         obligations arising under or in connection with such Letter of Credit
         or the Letter of Credit Application related thereto.

         Each borrowing by the Borrower hereunder and issuance of any Letter of
Credit shall constitute a representation and warranty by the Credit Parties as
of the date of such Loan or issuance, as the case may be, that the conditions
contained in this Section 6.2 have been satisfied.

                        ARTICLE 7. AFFIRMATIVE COVENANTS

                  Each of CCHC and the Borrower hereby agrees that, so long as
the Commitments remain in effect, any Note remains outstanding and unpaid, any
Letter of Credit is outstanding or any other Obligations are owing to any Lender
or the Administrative Agent hereunder, CCHC and the Borrower shall and (except
in the case of delivery of financial information, reports and notices) shall
cause each of its Subsidiaries to:

                  7.1 Financial Statements. Furnish to each Lender:

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                  (a) as soon as available, but in any event within 110 days
         after the end of each fiscal year of the Borrower, a copy of the
         consolidated balance sheet of the Borrower and its consolidated
         Subsidiaries as at the end of such year and the consolidated statements
         of income and retained earnings and consolidated statement of cash
         flows for such year, setting forth in each case in comparative form the
         figures for the previous year, reported on without a "going concern" or
         like qualification or exception, or qualification arising out of the
         scope of the audit, by independent certified public accountants of
         nationally recognized standing; provided, that if CCHC hereafter
         acquires or creates any Subsidiary other than the Borrower or --------
         otherwise acquires any material property other than the Capital Stock
         in the Borrower, then the Borrower shall also cause to be delivered
         unaudited consolidated financial statements of CCHC and its
         Subsidiaries in accordance with the terms of this Section 7.1(a);

                  (b) as soon as available, but in any event not later than 45
         days after the end of each of the first three quarterly periods of each
         fiscal year of the Borrower, the unaudited consolidating and
         consolidated balance sheet of the Borrower and its consolidated
         Subsidiaries as at the end of such quarter and the related unaudited
         consolidating and consolidated statements of income and retained
         earnings and consolidated statement of cash flows of the Borrower and
         its consolidated Subsidiaries for such quarter and the portion of the
         fiscal year through the end of such quarter, setting forth in each case
         in comparative form (i) the figures for the previous year commencing
         with the quarter ending December 31, 2002 and (ii) the figures set
         forth in the relevant budgets required to be delivered in accordance
         with Section 7.2(c), certified by a Responsible Officer as being fairly
         stated in all material respects when considered in relation to the
         consolidated financial statements of the Borrower and its consolidated
         Subsidiaries (subject to normal year-end audit adjustments); provided,
         that if CCHC hereafter acquires or creates any Subsidiary other than
         the Borrower or otherwise acquires any material property other than the
         Capital Stock in the Borrower, then the Borrower shall also cause to be
         delivered unaudited consolidating and consolidated financial statements
         of CCHC and its Subsidiaries in accordance with the terms of this
         Section 7.1(b);

                  (c) as soon as available, but in any event not later than 30
         days after the end of each month (other than a month the last day of
         which coincides with the last day of any fiscal quarter) of each fiscal
         year of the Borrower, monthly operating reports of the Borrower and its
         consolidated Subsidiaries in the form of Exhibit H as at the end of
         such month, setting forth in each case in comparative form (i) the
         figures for the previous year commencing with the 2002 fiscal year and
         (ii) the figures set forth in the relevant budgets required to be
         delivered in accordance with Section 7.2(c); provided that the --------
         provisions of this paragraph (c) shall be inapplicable for so long as
         the ratio of Consolidated Total Debt of the Borrower and its
         Subsidiaries to Consolidated EBITDA of the Borrower and its
         Subsidiaries is below 2.00 to 1.00, as most recently determined in
         accordance with Section 8.1(c);

all such financial statements shall fairly present in all material respects the
consolidated financial position or the consolidating financial position, as the
case may be, of the Borrower and its Subsidiaries and of CCHC and its
Subsidiaries, as applicable, as of such date and shall be prepared in reasonable
detail and, except with respect to financial statements delivered pursuant

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to paragraph (c) above, in accordance with GAAP applied consistently throughout
the periods reflected therein and with prior periods (except as approved by such
accountants or officer, as the case may be, and disclosed therein).

                  7.2 Certificates; Other Information. Furnish to each Lender:

                  (a) concurrently with the delivery of the financial statements
         referred to in Section 7.1(a), a certificate of the independent
         certified public accountants reporting on such financial statements
         stating that in making the examination necessary therefor no knowledge
         was obtained of any Default or Event of Default relating to the
         covenants contained in Section 8.1, except as specified in such
         certificate;

                  (b) concurrently with the delivery of the financial statements
         referred to in Sections 7.1(a) and 7.1(b), a certificate of a
         Responsible Officer of the Borrower (i) stating that, to the best of
         such Responsible Officer's knowledge, the Credit Parties during such
         period have observed or performed all of their covenants and other
         agreements, and satisfied every condition, contained in this Agreement
         and in the Notes and the other Loan Documents to which they are parties
         to be observed, performed or satisfied by it, in all material respects,
         and that such Officer has obtained no knowledge of any Default or Event
         of Default except as specified in such certificate, (ii) stating that
         all such financial statements fairly present in all material respects
         (subject, in the case of interim statements, to normal year-end audit
         adjustments) and have been prepared in reasonable detail and in
         accordance with GAAP applied consistently throughout the periods
         reflected therein (except as disclosed therein) and (iii) showing in
         detail the calculations supporting such statement in respect of
         Sections 8.1 and 8.9;

                  (c) as soon as available, but in any event not later than 30
         days after the end of each month, a completed Borrowing Base
         Certificate calculating and certifying the Borrowing Base as of the
         last day of such calendar month, signed on behalf of the Borrower by a
         Responsible Officer, together with current agings and reconciliations
         of Accounts Receivable and other relevant schedules and/or information
         as the Administrative Agent may require to support the calculation of
         the Borrowing Base set forth in such Borrowing Base Certificate;

                  (d) as soon as available but not later than 45 days subsequent
         to the end of each fiscal year of the Borrower, a copy of the
         projections by the Borrower of the operating budget and cash flow
         budget of the Borrower and its Subsidiaries for the succeeding fiscal
         year (showing the operating budget and cash flow budget for each
         quarter within such fiscal year), such projections to be accompanied by
         a certificate of a Responsible Officer of the Borrower to the effect
         that such projections have been prepared in good faith and based upon
         reasonable assumptions;

                  (e) within five days after the same are filed, copies of all
         financial statements and reports which CCHC, the Borrower or any of
         their Subsidiaries may make to, or file with, the Securities and
         Exchange Commission or any successor or analogous Governmental
         Authority;

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<PAGE>

                  (f) on or before August 15, 2003, and thereafter concurrently
         with the delivery of the financial statements referred to Section
         7.1(a), a description by the Borrower of each Customer Partnership then
         existing, such description to include the following information with
         respect to each Customer Partnership: (i) the identity of each customer
         of the Borrower that is a partner in such Customer Partnership; (ii)
         the business or businesses engaged in by such Customer Partnership; and
         (iii) the amount of Indebtedness permitted by Section 8.2(m) that is
         then outstanding to such Customer Partnership;

                  (g) as soon as available but not later than 30 days after
         creation of any new Customer Partnership, a description by the Borrower
         of such newly created Customer Partnership including the following
         information: (i) the identity of each customer of the Borrower that is
         a partner in such Customer Partnership; (ii) the business or businesses
         engaged in by such Customer Partnership; and (iii) the amount of
         Indebtedness permitted by Section 8.2(m) that is then outstanding to
         such Customer Partnership, and

                  (h) promptly, such additional financial and other information
         as any Lender may from time to time reasonably request.

                  7.3 Payment of Obligations. Pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its material obligations of whatever nature, except where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of CCHC or its Subsidiaries, as the case may be; provided
that, notwithstanding the foregoing, CCHC and each of its Subsidiaries shall
have the right to pay any such obligation and in good faith contest, by proper
legal actions or proceedings, the validity or amount of such claims.

                  7.4 Conduct of Business and Maintenance of Existence. Except
as provided in Section 8.5, continue to engage in business of the same general
type as now conducted by it and businesses reasonably related thereto and to
preserve, renew and keep in full force and effect its corporate existence and
take all reasonable action to maintain all rights, privileges and franchises
necessary or desirable in the normal conduct of its business except if (i) in
the reasonable business judgment of CCHC or such Subsidiary, as the case may be,
it is in its best economic interest not to preserve and maintain such rights or
franchises, and (ii) such failure to preserve and maintain such privileges,
rights or franchises would not materially adversely affect the rights of the
Lenders hereunder or the value of the collateral security for the Loans, and as
otherwise permitted pursuant to Section 8.5; comply with all Contractual
Obligations and Requirements of Law except to the extent that failure to comply
therewith could not, in the aggregate, be reasonably expected to have a Material
Adverse Effect.

                  7.5 Maintenance of Property; Insurance. Keep all property
useful and necessary in its business in good working order and condition;
maintain with financially sound and reputable insurance companies insurance on
all its property in at least such amounts and against at least such risks (but
including in any event public liability, product liability and business
interruption) as are usually insured against in the same general area by
companies engaged in the same or a similar business or as otherwise reasonably
requested by the Administrative Agent; and furnish to each Lender, upon written
request, full information as to the insurance carried

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<PAGE>

except to the extent that the failure to do any of the foregoing with respect to
any such property could not reasonably be expected to materially adversely
affect the value or usefulness of such property.

                  7.6 Inspection of Property: Books and Records; Discussions.
(a) Keep proper books of record and account in which full, true and correct
entries in conformity with GAAP and all Requirements of Law shall be made of all
dealings and transactions in relation to its business and activities; and permit
representatives of any Lender (including field examiners who may be employees of
any Lender or independent contractors) to visit and inspect any of its
properties and examine and make abstracts from any of its books and records upon
reasonable advance notice at any reasonable time on any Business Day and as
often as may reasonably be desired and to discuss the business, operations,
properties and financial or other condition of CCHC and its Subsidiaries with
officers and employees of CCHC and its Subsidiaries and with its independent
certified public accountants; provided that the Administrative Agent or such
Lender shall notify the Borrower prior to any contact with such accountants and
give the Borrower the opportunity to participate in such discussions. The Agent
shall also have the right to verify with any and all customers of the Borrower,
in a commercially reasonable manner, the existence and condition of the Accounts
Receivable as often as the Agent may require, without prior notice to or consent
of the Borrower. Upon the request of the Administrative Agent or any Lender, the
Borrower shall enter into (or in the case of any other necessary party to such a
confidentiality agreement, CCHC and its Subsidiaries shall use their best
efforts to cause such party to enter into) a confidentiality agreement with the
Administrative Agent and the Lenders in form and substance mutually satisfactory
to the Administrative Agent and the Borrower to permit the examination by the
Administrative Agent and the Lenders in accordance with the terms of this
Section 7.6 of the books and records of certain entities in which CCHC or any of
its Subsidiaries has an equity investment as previously disclosed to the
Administrative Agent and the Lenders by the Borrower. The Borrower hereby agrees
to reimburse the Administrative Agent for costs and expenses incurred in
connection with each field examination contemplated by this Section 7.6, and the
Borrower also agrees to modify or adjust the computation of the Borrowing Base
to the extent required by the Administrative Agent as a result of any such field
examination in accordance with the terms hereof.

                  7.7 Notices. Promptly give notice to the Administrative Agent
and each Lender of:

                  (a) the occurrence of any Default or Event of Default;

                  (b) any (i) default or event of default under any Contractual
         Obligation of the Borrower or any of its Subsidiaries or (ii)
         litigation, investigation or proceeding which may exist at any time
         between CCHC or any of its Subsidiaries and any Governmental Authority,
         which in either case, if not cured or if adversely determined, as the
         case may be, could reasonably be expected to have a Material Adverse
         Effect;

                  (c) any litigation or proceeding affecting any of the Credit
         Parties or any of their Subsidiaries in which the amount involved is
         $1,000,000 or more and not covered by insurance or in which injunctive
         or similar relief is sought;

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<PAGE>

                  (d) the following events: (i) the occurrence or expected
         occurrence of any Reportable Event with respect to any Plan (other than
         a Multiemployer Plan), a failure to make any required contribution to a
         Plan, the creation of any Lien in favor of the PBGC or a Plan or any
         withdrawal from, or the termination, Reorganization or Insolvency of,
         any Multiemployer Plan or (ii) the institution of proceedings or the
         taking of any other action by the PBGC or the Borrower or any Commonly
         Controlled Entity or any Multiemployer Plan with respect to the
         withdrawal from, or the terminating, Reorganization or Insolvency of,
         any Plan;

                  (e) any development or event which has had, or could
         reasonably be expected to have, a Material Adverse Effect; and

                  (f) the receipt by CCHC or any Subsidiary of any complaint,
         order, citation, notice or other written communication from any Person
         with respect to the existence or alleged existence of a violation of
         any Environmental Laws or Materials of Environmental Concern or any
         other environmental, health or safety matter, including, without
         limitation, the occurrence of any spill, discharge or release in a
         quantity that is reportable under any Environmental Law on property
         owned, leased or utilized by CCHC or any Subsidiary of CCHC but only to
         the extent that such complaint, order, citation, notice or written
         communication individually or in the aggregate could reasonably be
         expected to result in material liability or a material obligation under
         any Environmental Law.

Each notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower, CCHC or the applicable
Commonly Controlled Entity proposes to take with respect thereto.

                  7.8 Environmental Laws.

                  (a) Comply in all material respects with, and will use
         reasonable best efforts to ensure compliance in all material respects
         by all tenants and subtenants, if any, with, all applicable
         Environmental Laws;

                  (b) conduct and complete (or cause to be conducted and
         completed) all investigations, studies, sampling and testing, and all
         remedial, removal and other actions required under Environmental Laws
         and in a timely fashion comply in all material respects with all lawful
         orders and directives of all Governmental Authorities regarding
         Environmental Laws except to the extent that the same are being
         contested in good faith by appropriate proceedings and the pendency of
         such proceedings could not be reasonably expected to have a Material
         Adverse Effect; and

                  (c) defend, indemnify and hold harmless the Administrative
         Agent and the Lenders, and their respective employees, agents,
         officers, directors and controlling persons, from and against any and
         all claims, demands, penalties, fines, liabilities, settlements,
         damages, costs and expenses of whatever kind or nature known or
         unknown, contingent or otherwise, arising out of, or in any way
         relating to the violation of,

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         noncompliance with or liability under, any Environmental Law applicable
         to the operations of CCHC or its Subsidiaries or the Properties, or any
         orders, requirements or demands of Governmental Authorities related
         thereto, including, without limitation, reasonable attorney's and
         consultant's fees, investigation and laboratory fees, response costs,
         court costs and litigation expenses, except to the extent that any of
         the foregoing arise out of or relate to the gross negligence or wilful
         misconduct of, or any post-foreclosure actions not taken in accordance
         with the Asset Conservation, Lender Liability and Deposit Insurance
         Protection Act of 1996 and analogous lender liability laws. The
         agreements in this paragraph shall survive repayment of all Loans and
         all other amounts payable hereunder.

                  7.9 Pledge of After Acquired Property. If at any time
following the Closing Date the aggregate monetary value (as determined by
aggregating the monetary value of each item or items of property so acquired on
the date of the acquisition thereof) of all property (to the extent not already
secured) of any nature whatsoever acquired by CCHC, any Domestic Subsidiary
and/or HM Coop after the Closing Date is in excess of $1,000,000 (including for
this purpose fee owned real estate having a monetary value of $1,000,000 or
less), CCHC, any such Domestic Subsidiary or HM Coop, as applicable, shall grant
to the Administrative Agent for the ratable benefit of the Lenders a first
priority Lien on and security interest in such property, as collateral security
for the Obligations, pursuant to documentation reasonably satisfactory to the
Administrative Agent and take such actions as the Administrative Agent shall
reasonably require to ensure the priority and perfection of such Lien, provided
that (i) only 65% of the voting Capital Stock of any Foreign Subsidiary need be
so pledged, (ii) with respect to real property, only fee owned real estate with
a value in excess of $1,000,000 need be mortgaged, (iii) property to the extent
subject to a Lien permitted by Section 8.3(h) or to the extent that creating
such Lien on any item of property is prohibited by any agreement of the type
described in clause (ii) or (iii) of Section 8.14 to which such property is
subject such property need not be so pledged and (iv) Chattel Paper owned by
CCHC or any Subsidiary (A) need not be so pledged to the extent that it is used
to secure Lease Transaction Obligations and (B) shall not be required to be
delivered to the Administrative Agent prior to 180 days after the creation
thereof unless an Event of Default exists, in which case such Chattel Paper
shall be delivered to the Administrative Agent promptly following its request.

                  7.10 Pledge During Event of Default. At any time during the
continuance of an Event of Default, upon the request of the Administrative Agent
or the Required Lenders, grant to the Administrative Agent for the ratable
benefit of the Lenders a first priority Lien on and security interest in any
unencumbered property of CCHC and its Domestic Subsidiaries of any nature
whatsoever, as collateral security for the Obligations, pursuant to
documentation reasonably satisfactory to the Administrative Agent and take such
actions as the Administrative Agent shall reasonably require to ensure the
priority and perfection of such Lien, provided, however, that if the grant of
such Lien would be reasonably likely to result in CCHC incurring income tax
liability (as determined by the Borrower and agreed to by the Administrative
Agent) pursuant to Subpart F of the Code, the property pledged pursuant hereto
will be that property which can be pledged without incurring such liability;
provided, further, that (i) only 65% of the voting Capital Stock of any Foreign
Subsidiary need be so pledged, (ii) no Foreign Subsidiary shall be required to
pledge its assets, (iii) assets to the extent subject to Liens permitted by
Section 8.3(g) or (h) or to the extent that creating such Lien on any item of
property is prohibited

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by any agreement of the type described in clause (ii) or (iii) of Section 8.14
such property need not be so pledged and (iv) Chattel Paper owned by CCHC or any
Subsidiary (A) need not be so pledged to the extent that it is used to secure
Lease Transaction Obligations and (B) shall not be required to be delivered to
the Administrative Agent unless an Event of Default lasts, in which case such
Chattel Paper shall be delivered to the Administrative Agent promptly following
its request.

                  7.11 Additional Subsidiaries. If, at any time, either the
Borrower, any of its Domestic Subsidiaries or HM Coop shall form or acquire any
new Subsidiary after the date of this Agreement (this Section 7.11 not
constituting authority to form or acquire a new Subsidiary), the Borrower, such
Domestic Subsidiary or HM Coop, as the case may be, shall (i) cause such new
Subsidiary (other than a Foreign Subsidiary) to execute and deliver a supplement
to the Guarantee and Collateral Agreement and become a party thereto, and (ii)
cause each holder of any Capital Stock of such Subsidiary to pledge 100% of such
Capital Stock to the Administrative Agent pursuant to a supplement to the
Guarantee and Collateral Agreement; provided that in the event such Subsidiary
is a Foreign Subsidiary only 65% of the voting Capital Stock of such Foreign
Subsidiary need be pledged to the Collateral Agent; and provided, further that
each such supplement shall be accompanied by such resolutions, incumbency
certificates and legal opinions as are reasonably requested by the
Administrative Agent.

                  7.12 Substantive Consolidation. The Borrower shall maintain a
separate and distinct existence from CCHC and cause each of its Subsidiaries to
maintain a separate and distinct existence from CCHC, the Borrower and each
other Subsidiary of the Borrower in order to avoid substantive consolidation of
the assets and liabilities of CCHC, the Borrower and each Subsidiary of the
Borrower under title 11 of the United States Bankruptcy Code, as amended,
through the honoring of all formalities which shall include, without limitation,
no commingling of assets, sufficient and independent capitalization, and
separate books and records.

                  7.13 Intellectual Property. Whenever any Credit Party, either
by itself or through any agent, employee, licensee or designee, shall file an
application for the registration of any Copyright, Patent or Trademark with the
United States Patent and Trademark Office or any similar office or agency in any
other country or any political subdivision thereof, cause such Credit Party to
report such filing to the Collateral Agent within five Business Days after the
last day of the fiscal quarter in which such filing occurs. Upon request of the
Collateral Agent, such Credit Party shall execute and deliver any and all
agreements, instruments, documents, and papers as the Collateral Agent may
reasonably request to evidence the Collateral Agent's and the Secured Parties'
(as defined in the Guarantee and Collateral Agreement) security interest in any
Copyright, Patent or Trademark of such Intellectual Property and the goodwill
and general intangibles of such Credit Party relating thereto or represented
thereby.

                  7.14 Covenants Relating to Collateral. (a) Whenever any Credit
Party shall receive any Instrument or Chattel Paper which is intended to be
Collateral under the Guarantee and the Collateral Agreement, CCHC shall cause
such Credit Party to comply with the provisions of Section 5.2 of the Guarantee
and Collateral Agreement.

                  (a) Whenever any Credit Party shall change its name or its
location (within the meaning of the Uniform Commercial Code of the State of New
York), CCHC shall cause such

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<PAGE>

Credit Party to comply with the provisions of Section 5.2 of the Guarantee and
Collateral Agreement. Credit Party to comply with the provisions of
Section 5.6 of the Guarantee and Collateral Agreement. Whenever any Credit Party
receives additional securities of any of its Subsidiaries, CCHC shall cause such
Credit Party to comply with the provisions of Section 5.7 of the Guarantee and
Collateral Agreement.

                  (c) Within thirty days after the Closing Date, CCHC shall
cause the Administrative Agent to have a perfected first priority security
interest in all cash management accounts of the Borrower.

                          ARTICLE 8. NEGATIVE COVENANTS

                  The Borrower hereby agrees that, so long as the Commitments
remain in effect, any Note remains outstanding and unpaid, any Letter of Credit
remains outstanding or any other Obligations are owing to any Lender or the
Administrative Agent hereunder, the Borrower shall not, and (except with respect
to Section 8.1) shall not permit any of its Subsidiaries to, directly or
indirectly:

                  8.1 Financial Condition Covenants. (a) Maintenance of
Consolidated EBITDA less Capital Expenditures to Consolidated Interest Expense.
Permit the ratio of (i) Consolidated EBITDA of the Borrower and its Subsidiaries
for the period of four consecutive fiscal quarters ending on the last day of
each fiscal quarter (commencing with the fiscal quarter ending June 30, 2003)
less Capital Expenditures for such four fiscal quarters to (ii) Consolidated
Interest Expense of the Borrower and its Subsidiaries for such four fiscal
quarters to be less than 1.50 to 1.00.

                  (a) Maintenance of Net Worth. Permit the Consolidated Net
Worth of the Borrower and its Subsidiaries on the last day of each fiscal
quarter (commencing with the fiscal quarter ending June 30, 2003) to be less
than (i) -$40,100,000 minus (ii) all non-cash charges actually taken by the
Borrower as a result of any of its investments in capitalized software or
capitalized database costs of the Borrower's Vista, Eclipse or TPW product lines
and its Investment in Internet Autoparts, but only in an aggregate amount up to,
but not exceeding, $8,150,000 for all such non-cash charges, plus (iii) the
applicable Consolidated Net Worth Adjustment Amount.

                  (b) Maintenance of Consolidated Total Debt to Consolidated
EBITDA. Permit the ratio of (i) Consolidated Total Debt of the Borrower and its
Subsidiaries as of the last day of each of the fiscal quarters set forth below
less the aggregate amount of cash and Cash Equivalents shown on the consolidated
balance sheet of the Borrower as of the last day of the applicable fiscal
quarter (the amount of such cash and Cash Equivalents to only be deducted from
Consolidated Total Debt if there are no Loans outstanding on the last day of
such fiscal quarter) to (ii) Consolidated EBITDA of the Borrower and its
Subsidiaries for the period of four consecutive fiscal quarters ending on the
last day of each of the fiscal quarters set forth below to be greater than the
ratio set forth opposite such fiscal quarter below:

                                       69

<PAGE>

<TABLE>
<CAPTION>
  Quarter Ending                                                             Amount
<S>                                                                      <C>
2003     June 30                                                         4.00 to 1.00
         September 30                                                    4.00 to 1.00
         December 31                                                     4.00 to 1.00

2004     March 31                                                        4.00 to 1.00
         June 30                                                         4.00 to 1.00
         September 30                                                    4.00 to 1.00
         December 31                                                     4.00 to 1.00

2005     March 31                                                        4.00 to 1.00
         June 30                                                         4.00 to 1.00
         September 30 and thereafter                                     3.75 to 1.00
</TABLE>

                  8.2 Limitation on Indebtedness. Create, incur, assume or
suffer to exist any Indebtedness, except:

                  (a) Indebtedness of the Credit Parties under the Loan
         Documents;

                  (b) Indebtedness of the Borrower or any Domestic Subsidiary,
         including any new Domestic Subsidiary, to the Borrower or any Domestic
         Subsidiary;

                  (c) Indebtedness outstanding on the Closing Date and listed on
         Schedule 8.2 and extensions, renewals or replacements thereof provided
         that no such extension, renewal or replacement shall increase the
         principal amount of the original Indebtedness;

                  (d) Indebtedness resulting from the endorsement of negotiable
         instruments in the ordinary course of business;

                  (e) Indebtedness in respect of obligations under Financing
         Leases and purchase money Indebtedness not to exceed $5,000,000 in the
         aggregate at any one time outstanding;

                  (f) Indebtedness in respect of Interest Rate Agreements;

                  (g) Indebtedness of any Domestic Subsidiary or the Borrower,
         as the case may be, to the Borrower or another Domestic Subsidiary from
         intercompany transfers of assets made in the ordinary course of
         business or to the extent permitted under Sections 8.6 and 8.9;

                  (h) Guarantee Obligations permitted by Section 8.4;

                  (i) Indebtedness (i) of any Foreign Subsidiary of the Borrower
         to the Borrower or any Domestic Subsidiary of the Borrower and (ii) of
         any Foreign Subsidiary of the Borrower to local financial institutions
         for working capital purposes having aggregate commitments not to exceed
         $2,000,000 at any one time; provided that the aggregate

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<PAGE>

         principal amount of such Indebtedness described in clause (i) above
         plus the aggregate commitments of all working capital facilities
         described in clause (ii) above plus the aggregate amount of investments
         made pursuant to clause (c) (iii) of Section 8.9 shall in no event
         exceed $10,000,000 at any one time;

                  (j) Indebtedness subject to Liens permitted under Sections
         8.3(b), (c), (d), and (e);

                  (k) Lease Transaction Obligations of Triad Financial and the
         Foreign Lease Subsidiaries in existence on the Closing Date and listed
         on Schedule 5.25;

                  (l) Lease Transaction Obligations of FinanceCo in existence on
         the Closing Date and listed on Schedule 5.25;

                  (m) Indebtedness of Customer Partnerships in an aggregate
         principal amount not to exceed $5,000,000; and

                  (n) Indebtedness of the Borrower in respect of the Senior
         Unsecured Notes and the Subordinated Indebtedness, including any
         permanent refinancing thereof approved in writing by the Administrative
         Agent, such approval to not be unreasonably withheld or conditioned,
         unless such refinancing:

                           (i) amends or modifies the subordination provisions
                  contained in any Subordinated Indebtedness being refinanced;

                           (ii) shortens the fixed maturity, or increases the
                  rate or shortens the time of payment of interest on, or
                  increases the amount or shortens the time of payment of any
                  principal or premium payable whether at maturity, at a date
                  fixed for prepayment or by acceleration or otherwise of such
                  Indebtedness being refinanced, or increases the amount of, or
                  accelerates the time of payment of, any fees payable in
                  connection therewith;

                           (iii) adds additional or modifies and amends existing
                  affirmative or negative covenants, events of default or
                  remedies under the documents or instruments evidencing such
                  Indebtedness being refinanced and the effect of which is to
                  subject the Borrower or any of its Subsidiaries to any more
                  onerous or more restrictive provisions; or

                           (iv) otherwise adversely affects the interests of the
                  Lenders as senior creditors (but only with respect to any
                  Subordinated Indebtedness being refinanced) or the interests
                  of the Lenders under this Agreement or any other Loan Document
                  in any respect.

                  8.3 Limitation on Liens. Create, incur, assume or suffer to
exist any Lien upon any of its property, assets or revenues, whether now owned
or hereafter acquired, except for:

                  (a) Liens created by the Security Documents in favor of the
         Administrative Agent for the benefit of the Lenders and the
         Administrative Agent;

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<PAGE>

                  (b) Liens for taxes not yet due or which are being contested
         in good faith by appropriate proceedings, provided that adequate
         reserves with respect to contested taxes are maintained on the books of
         CCHC or the Borrower or their respective Subsidiaries, as the case may
         be, in conformity with GAAP (or, in the case of Foreign Subsidiaries,
         generally accepted accounting principles in effect from time to time in
         their respective jurisdictions of incorporation);

                  (c) carriers', landlord's, warehousemen's, mechanics',
         materialmen's, repairmen's or other like Liens arising in the ordinary
         course of business which are not overdue for a period of more than 60
         days or which are being contested in good faith by appropriate
         proceedings;

                  (d) pledges or deposits in connection with workers'
         compensation, unemployment insurance and other social security
         legislation;

                  (e) deposits to secure the performance of bids, trade
         contracts (other than for borrowed money), leases, Intellectual
         Property, statutory obligations, insurance contracts, surety and appeal
         bonds, performance bonds and other obligations of a like nature
         incurred in the ordinary course of business;

                  (f) easements, rights-of-way, zoning restrictions,
         restrictions and other similar encumbrances (i) previously or
         hereinafter incurred in the ordinary course of business which, in the
         aggregate, are not material in amount and, in the case of such
         encumbrances on any property, do not materially interfere with the
         ordinary conduct of the business of the Borrower or such Subsidiary or
         (ii) which are set forth in any "marked up" commitments for title
         insurance delivered to the Administrative Agent after the Closing Date;

                  (g) Liens in existence on the Closing Date listed on Schedule
         8.3, securing Indebtedness permitted by Section 8.2(c) (including
         extensions, renewals and replacements of such Indebtedness as permitted
         under Section 8.2(c)), provided that no such Lien is spread to cover
         any additional property (other than after acquired title in or on such
         property and proceeds of the existing collateral in accordance with the
         instrument creating such Lien) after the Closing Date and that the
         amount of Indebtedness secured thereby is not increased except pursuant
         to the instrument creating such Lien (without any modification
         thereof);

                  (h) purchase money Liens and Liens in respect of Financing
         Leases upon or in any property acquired or held by the Borrower or any
         of its Subsidiaries to secure Indebtedness permitted under Section
         8.2(e) incurred solely for the purpose of financing the acquisition of
         such property, and Liens existing on such property at the time of its
         acquisition or existing on property of any Person that becomes a
         Subsidiary after the date hereof at the time such Person becomes a
         Subsidiary (other than any such Lien created in contemplation of such
         acquisition);

                  (i) Liens on the property of the Borrower or any of its
         Subsidiaries in favor of landlords securing licenses, subleases or
         leases permitted hereunder;

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<PAGE>

                  (j) licenses, leases or subleases permitted hereunder granted
         to others not interfering in any material respect in the business of
         the Borrower or any of its Subsidiaries;

                  (k) attachment or judgment Liens (other than judgment Liens
         paid or fully covered by insurance which are not outstanding for more
         than sixty days) in an aggregate amount outstanding at any one time not
         in excess of $3,000,000;

                  (l) Liens arising from precautionary Uniform Commercial Code
         financing statement filings with respect to operating leases or
         consignment arrangements entered into by the Borrower or any of its
         Subsidiaries in the ordinary course of business;

                  (m) Liens in favor of a banking institution arising by
         operation of law encumbering deposits (including the right of set-off)
         held by such banking institutions incurred in the ordinary course of
         business and which are within the general parameters customary in the
         banking industry; and

                  (n) Liens on Leased Equipment and Chattel Paper of Triad
         Financial, FinanceCo and the Foreign Lease Subsidiaries securing Lease
         Transaction Obligations in existence on the Closing Date and listed on
         Schedule 5.25.

                  8.4 Limitation on Guarantee Obligations. Create, incur, assume
or suffer to exist any Guarantee Obligation except:

                  (a) Guarantee Obligations pursuant to the Loan Documents;

                  (b) guarantees of Indebtedness permitted pursuant to Section
         8.2(c) in existence on the Closing Date and set forth on Schedule 8.4
         and extensions, renewals and replacements thereof, provided, however,
         that no such extension, renewal or replacement shall (i) amend or
         modify the subordination provisions, if any, contained in the original
         guarantee, (ii) increase the principal amount of such indebtedness
         guaranteed by the original guarantee, or (iii) adversely affect the
         interests of the Lenders under this Agreement or any other Loan
         Document in any material respect;

                  (c) the L/C Obligations;

                  (d) indemnities in favor of the companies issuing title
         insurance policies insuring the title to any property;

                  (e) surety bonds issued in respect of the type of obligations
         described in Section 8.3(e);

                  (f) indemnities made in the Commitment Letter and the Loan
         Documents and in the monitoring and oversight agreement and the
         financial advisory agreement described in Section 8.7(a)(iv) and in the
         corporate charter and/or bylaws of the Borrower and its Subsidiaries;

                                       73

<PAGE>

                  (g) indemnities and guarantees of Indebtedness expressly
         permitted hereunder made in the ordinary course of business, provided
         that such indemnities or guarantees could not individually or in the
         aggregate have a Material Adverse Effect;

                  (h) agreements by the Borrower (and Triad Financial, in the
         case of FinanceCo), in existence on the Closing Date and listed on
         Schedule 5.25 hereto, to make equity contributions and or subordinated
         loans to Triad Financial, FinanceCo and the Foreign Lease Subsidiaries
         to support payment of their obligations in respect of Lease Transaction
         Obligations in existence on the Closing Date and listed on Schedule
         5.25 hereto;

                  (i) contingent obligations in respect of Indebtedness
         permitted under Section 8.2(m) arising solely as a result of the status
         of the Borrower as a general partner in Customer Partnerships;

                  (j) guarantees by the Borrower and its Domestic Subsidiaries
         of Indebtedness of Foreign Subsidiaries permitted by clause (ii) of
         Section 8.2(i);

                  (k) Guarantee Obligations of any Subsidiary in respect of any
         Subordinated Indebtedness; provided that such Subsidiary is a guarantor
         of the Obligations under the Guarantee and Collateral Agreement; and
         provided further that such Guarantee Obligations are subordinated to
         the obligations of such Subsidiary under the Loan Documents to the same
         extent as are the obligations of the Borrower in respect of the
         applicable Subordinated Indebtedness; and

                  (l) Guarantee Obligations of any Subsidiary in respect of the
         Senior Unsecured Notes; provided that such Subsidiary is a guarantor of
         the Obligations under the Guarantee and Collateral Agreement; and
         provided further that such Guarantee Obligations are unsecured at all
         times.

                  8.5 Limitation on Fundamental Changes. Enter into any merger,
consolidation or amalgamation, or liquidate, wind up or dissolve itself (or
suffer any liquidation or dissolution), or convey, sell, lease, assign, transfer
or otherwise dispose of, all or substantially all of its property, business or
assets, or make any material change in its present method of conducting
business, except (i) any Subsidiary of the Borrower may be merged or
consolidated with or into the Borrower (provided that the Borrower shall be the
continuing or surviving corporation) or with or into any one or more Wholly
Owned Subsidiaries of the Borrower (provided that any Domestic Subsidiary,
Finance Co. or HM Coop shall not be merged or consolidated with or into any
Foreign Subsidiary unless such Domestic Subsidiary, Finance Co. or HM Coop, as
applicable, shall be the surviving entity) and (ii) any Subsidiary of the
Borrower may liquidate or dissolve if in connection therewith all of its assets
are transferred to the Borrower or any Wholly Owned Subsidiary of the Borrower
(provided that no Domestic Subsidiary may transfer its assets to a Foreign
Subsidiary).

                  8.6 Limitation on Sale of Assets. Convey, sell, lease, assign,
transfer or otherwise dispose of any of its property, business or assets
(including, without limitation, Accounts Receivable and leasehold interests),
whether now owned or hereafter acquired, except:

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<PAGE>

                  (a) obsolete or worn out property disposed of in the ordinary
         course of business or property that is no longer useful in the conduct
         of the Borrower's business disposed of in the ordinary course of
         business;

                  (b) the sale, transfer or exchange of inventory in the
         ordinary course of business;

                  (c) transfers resulting from any casualty or condemnation of
         property or assets;

                  (d) any sale or other transfer of any property or assets
         constituting fixed assets for at least 75% cash, provided that the
         aggregate net cash proceeds of the sales and transfers made pursuant to
         this paragraph (d) in the aggregate do not exceed $3,000,000 in any
         fiscal year;

                  (e) intercompany sales or transfers of assets made in the
         ordinary course of business; provided that in no event may the Borrower
         or its Domestic Subsidiaries transfer assets to any Foreign
         Subsidiaries having a value in excess of $5,000,000;

                  (f) licenses or sublicenses of intellectual property and
         general intangibles and licenses, leases or subleases of other property
         in the ordinary course of business and which do not materially
         interfere with the business of CCHC and its Subsidiaries;

                  (g) any consignment arrangements or similar arrangements for
         the sale of assets in the ordinary course of business;

                  (h) the sale or discount of overdue Accounts Receivable and
         lease receivables arising in the ordinary course of business, but only
         in connection with the compromise or collection thereof;

                  (i) leases and sales of Leased Equipment and Chattel Paper in
         connection with any Lease Transaction and discounting programs and any
         refinancings thereof;

                  (j) dispositions permitted by Section 8.5(ii); and

                  (k) the sale of a line of business; provided that the
         aggregate net cash proceeds of the sale made pursuant to this paragraph
         (k) do not exceed $10,000,000 (the "Designated Asset Sale").

                  8.7 Limitation on Dividends. Declare or pay any dividend
(other than dividends payable solely in common stock of the Borrower) on, or
make any payment on account of, or set apart assets for a sinking or other
analogous fund for, the purchase, redemption, defeasance, retirement or other
acquisition of, any class of Capital Stock of the Borrower or any Subsidiary or
any warrants or options to purchase any such Capital Stock, whether now or
hereafter outstanding, or make any other distribution in respect thereof, either
directly or indirectly, whether in cash or property, obligations of the Borrower
or any Subsidiary or otherwise (such declarations, payments, setting apart,
purchases, redemptions, defeasances, retirements, acquisitions and distributions
being herein called "Restricted Payments"), except that:

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<PAGE>

                  (a) the Borrower may make Restricted Payments to CCHC, so long
         as (except with respect to clause (iii) below) no Event of Default (or,
         in the case of clause (iv) below an Event of Default which relates to a
         payment default under Section 9(a)) has occurred and is continuing or
         would occur and be continuing after giving effect to any such
         Restricted Payment:

                           (i) the proceeds of which shall be used to repurchase
                  the Capital Stock or other securities of CCHC from outside
                  directors, employees or members of the management of CCHC, the
                  Borrower or any Subsidiary, in an aggregate amount not in
                  excess of $5,000,000, net of the proceeds received by CCHC as
                  a result of any resales of any such Capital Stock or other
                  securities (and subject to the proviso set forth in clause (v)
                  below);

                           (ii) the proceeds of which shall be applied by CCHC
                  directly to pay out of pocket expenses for administrative,
                  legal and accounting services provided by third parties which
                  are reasonable and customary and incurred in the ordinary
                  course of business, to pay outside directors' fees and to pay
                  franchise fees and similar costs; provided, however that any
                  such administrative expenses shall not exceed an aggregate
                  amount of $1,000,000 in each fiscal year;

                           (iii) the proceeds of which shall be used to pay
                  taxes which are due and payable of CCHC and the Borrower as
                  part of a consolidated group;

                           (iv) the proceeds of which shall be used to pay usual
                  and customary management fees to HMTF and its Affiliates in
                  accordance with the terms of its monitoring and oversight
                  agreement and financial advisory agreement; or

                           (v) if such Restricted Payment is a purchase by CCHC
                  of its Capital Stock or a distribution to CCHC to permit CCHC
                  to purchase its Capital Stock, in either case, made in order
                  to fulfill the obligations of CCHC, the Borrower or any of its
                  Subsidiaries under an employee stock purchase plan or similar
                  plan covering employees of CCHC or any Subsidiary as from time
                  to time in effect in an aggregate net amount not to exceed
                  $2,000,000.

                  (b) any Subsidiary of the Borrower may make Restricted
         Payments to the Borrower or any Subsidiary that is a "Grantor" under
         the Guarantee and Collateral Agreement;

                  (c) Permitted Issuances may be made;

                  (d) the Borrower may make Restricted Payments to CCHC of
         proceeds of the Senior Unsecured Notes in an aggregate amount not to
         exceed $30,000,000, so long as CCHC shall simultaneously make
         corresponding Restricted Payments to Glenn E. Staats and/or Preston W.
         Staats (or one or more of their respective affiliates) in such
         aggregate amount for redemption or repurchase of Capital Stock in CCHC
         in accordance with the terms of the Staats Repurchase Agreement (as
         defined in the Senior Unsecured Note Indenture); and

                                       76

<PAGE>

                  (e) after September 30, 2004, the Borrower may make Restricted
         Payments to CCHC, and CCHC may simultaneously make corresponding
         Restricted Payments to HMTF (in addition to management fees paid under
         Section 8.7(a)(iv)), provided that (i) on the date the applicable
         Restricted Payment is made and immediately after giving effect thereto,
         no Loans are outstanding and the Borrower and its Domestic Subsidiaries
         have at least $5,000,000 of unrestricted cash and Cash Equivalents,
         (ii) no Permitted Acquisitions (excluding ordinary course acquisitions
         of goods used in the operation of the business of the Borrower and its
         Subsidiaries) of more than $3,000,000 of total consideration have been
         consummated within the 12 months preceding the applicable Restricted
         Payment, and (iii) all such Restricted Payments, together with all
         purchases of Senior Unsecured Notes made pursuant to Section
         8.18(b)(iv), shall not exceed $5,000,000 in the aggregate through
         September 30, 2005 and $15,000,000 in the aggregate through the
         Termination Date.

                  8.8 [Reserved].

                  8.9 Limitation on Investments, Loans and Advances. Make any
advance, loan, extension of credit or capital contribution to, or purchase any
stock, bonds, notes, debentures or other securities of or any assets
constituting a business unit of, or make any other investment in, any Person
("Investments"), except:

                  (a) extensions of trade credit and investments in leases in
         the ordinary course of business;

                  (b) Investments in Cash Equivalents;

                  (c) (i) Investments by the Borrower in any Domestic
         Subsidiary, including any new Subsidiary, but only to the extent
         permitted by either Section 8.9(k) or Section 8.9(l) if such Investment
         is the result of any Permitted Acquisition, (ii) intercompany loans to
         the extent permitted by Section 8.2 and (iii) Investments by the
         Borrower in any Foreign Subsidiary (it being agreed for purposes of
         this clause (iii) that Accounts Receivable arising solely from actual
         bona fide intercompany transactions entered into in the ordinary course
         of business shall not constitute Investments) in an amount not to
         exceed $10,000,000 minus the amount of any Indebtedness of Foreign
         Subsidiaries permitted by Section 8.2(i);

                  (d) loans and advances by the Borrower or its Subsidiaries to
         their respective directors, officers and employees in an aggregate
         principal amount not exceeding $2,000,000 at any one time outstanding;

                  (e) loans, advances or Investments in existence on the Closing
         Date and listed on Schedule 8.9, and extensions, renewals,
         modifications or restatements or replacements thereof, provided that no
         such extension, renewal, modification or restatement shall (i) increase
         the amount of the original loan, advance or investment, or (ii)
         adversely affect the interests of the Lenders with respect to such
         original loan, advance or investment or the interests of the Lenders
         under this Agreement or any other Loan Document in any material
         respect;

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<PAGE>

                  (f) Investments permitted by Sections 8.2(b), 8.4(a), (b),
         (g), (i), (j) and (k) and 8.18(b);

                  (g) promissory notes and other similar non-cash consideration
         received by the Borrower and its Subsidiaries in connection with the
         dispositions permitted by Section 8.6;

                  (h) Investments consisting of Interest Rate Agreements;

                  (i) Investments (including debt obligations and Capital Stock)
         received in connection with the bankruptcy or reorganization of
         suppliers and customers and in settlement of delinquent obligations of,
         and other disputes with, customers and suppliers arising in the
         ordinary course of business;

                  (j) in addition to the foregoing, Investments by the Borrower
         or its Subsidiaries in an aggregate amount (at cost, without regard to
         any write down or write up thereof) at any one time outstanding not to
         exceed $7,500,000, provided that cash Investments at any one time
         outstanding shall not exceed $1,000,000 in Persons other than
         Subsidiaries or Affiliates of CCHC;

                  (k) so long as after giving effect thereto no Default or Event
         of Default shall have occurred and be continuing, Investments by the
         Borrower and its Subsidiaries resulting from Permitted Acquisitions
         where not more than $20,000,000 of total consideration is paid by the
         Borrower and/or its Subsidiaries under each such Permitted Acquisition
         or series of related Permitted Acquisitions, provided, that (i) the
         Administrative Agent shall have received, with copies for each Lender,
         not later than the date of consummation of the applicable Permitted
         Acquisition where total consideration is in excess of $3,000,000, (I)
         the definitive documents evidencing and governing such Permitted
         Acquisition, together with such opinions (including with respect to
         environmental matters), certificates and copies of other agreements as
         it shall reasonably request, and (II) a certificate of a Responsible
         Officer of the Borrower confirming the total consideration paid by the
         Borrower and/or its Subsidiaries, as applicable, for such Permitted
         Acquisition, (ii) such actions as may be required or reasonably
         requested to ensure that the Collateral Agent, for the ratable benefit
         of the Secured Parties, has a perfected first priority security
         interest in any assets (including any Capital Stock) acquired, subject
         to Liens permitted by Section 8.3, shall have been taken, (iii) (I) on
         a pro forma basis for the period of four consecutive fiscal quarters
         most recently ended (assuming the consummation of such Permitted
         Acquisition and the incurrence or assumption of any Indebtedness in
         connection therewith occurred on the first day of such period of four
         consecutive fiscal quarters), the Borrower shall be in compliance with
         the covenant contained in Section 8.1(c), assuming for purposes of this
         pro forma test that the then applicable threshold requirement for such
         ratio of Consolidated Total Debt to Consolidated EBITDA has been
         reduced by .50x (i.e., if the threshold ratio is 4.00 to 1.00 for the
         applicable period under the terms of Section 8.1(c), the threshold
         ratio for such period under such pro forma test shall be 3.50 to 1.00),
         and (II) the Administrative Agent shall have received calculations in
         reasonable detail reasonably satisfactory to it showing compliance with
         the requirements of this clause (iii) certified by a Responsible
         Officer of

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<PAGE>

         the Borrower, and (iv) the Available Commitments are at least
         $5,000,000 on the date such Permitted Acquisition is made and
         immediately after giving effect thereto;

                  (l) so long as after giving effect thereto no Default or Event
         of Default shall have occurred and be continuing, Investments by the
         Borrower and its Subsidiaries resulting from Permitted Acquisitions
         where not more than $50,000,000 of total consideration is paid by the
         Borrower and/or its Subsidiaries under each such Permitted Acquisition
         or series of related Permitted Acquisitions, provided, that (i) the
         Administrative Agent shall have received, with copies for each Lender,
         not later than the date of consummation of the applicable Permitted
         Acquisition where total consideration is in excess of $3,000,000, (I)
         the definitive documents evidencing and governing such Permitted
         Acquisition, together with such opinions (including with respect to
         environmental matters), certificates and copies of other agreements as
         it shall reasonably request, and (II) a certificate of a Responsible
         Officer of the Borrower confirming the total consideration paid by the
         Borrower and/or its Subsidiaries, as applicable, for such Permitted
         Acquisition, (ii) such actions as may be required or reasonably
         requested to ensure that the Collateral Agent, for the ratable benefit
         of the Secured Parties, has a perfected first priority security
         interest in any assets (including any Capital Stock) acquired, subject
         to Liens permitted by Section 8.3, shall have been taken, (iii) (I) on
         a pro forma basis for the period of four consecutive fiscal quarters
         most recently ended (assuming the consummation of such Permitted
         Acquisition and the incurrence or assumption of any Indebtedness in
         connection therewith occurred on the first day of such period of four
         consecutive fiscal quarters), the Borrower shall be in compliance with
         the covenant contained in Section 8.1(c), assuming for purposes of this
         pro forma test that the then applicable threshold requirement for such
         ratio of Consolidated Total Debt to Consolidated EBITDA has been
         reduced by .50x (i.e., if the threshold ratio is 4.00 to 1.00 for the
         applicable period under the terms of Section 8.1(c), the threshold
         ratio for such period under such pro forma test shall be 3.50 to 1.00),
         and (II) the Administrative Agent shall have received calculations in
         reasonable detail reasonably satisfactory to it showing compliance with
         the requirements of this clause (iii) certified by a Responsible
         Officer of the Borrower, and (iv) on the date such Permitted
         Acquisition is made and immediately after giving effect thereto, no
         Loans are outstanding and the Borrower and its Domestic Subsidiaries
         own unrestricted cash and Cash Equivalents in an aggregate amount of
         not less than $5,000,000; and

                  (m) acquisition by the Borrower of all Capital Stock in HM
         Coop (which holds Capital Stock in Internet Autoparts) for a purchase
         price not to exceed $1,820,000, so long as all Capital Stock in HM Coop
         and all Capital Stock in Internet Autoparts owned by HM Coop is pledged
         to the Administrative Agent pursuant to the Guarantee and Collateral
         Agreement.

                  8.10 Modifications of Lease Transaction Obligations. Amend,
supplement or otherwise modify any of the provisions of any Lease Transaction
Obligations in a manner that adversely affects the interests of the Lenders
under this Agreement or any other Loan Document in any material respect.

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                  8.11 Limitation on Transactions with Affiliates. (a) Enter
into any transaction, including, without limitation, any purchase, sale, lease
or exchange of property or the rendering of any service, with any Affiliate or
any Subsidiary (other than a wholly owned Subsidiary) unless such transaction is
(i) otherwise permitted under this Agreement, or (ii) (x) in the ordinary course
of the Borrower's or such Subsidiary's business and (y) upon fair and reasonable
terms no less favorable to the Borrower or such Subsidiary, as the case may be,
than it would obtain in a comparable arm's length transaction with a Person
which is not an Affiliate.

                  (a) In addition, notwithstanding the foregoing, the Borrower
and its Subsidiaries shall be entitled to make the following payments and/or to
enter into the following transactions:

                  (i) the payment of reasonable and customary fees and
         reimbursement of expenses payable to directors of the Borrower;

                  (ii) the payment to HMTF and its Affiliates of fees and
         expenses pursuant to a monitoring and oversight agreement and financial
         advisory agreement approved by the board of directors of the Borrower;
         and

                  (iii) the employment arrangements with respect to the
         procurement of services of directors, officers and employees in the
         ordinary course of business and the payment of reasonable fees in
         connection therewith.

                  8.12 Limitation on Sales and Leasebacks. Enter into any
arrangement with any Person providing for the leasing by the Borrower or any
Subsidiary of real or personal property which has been or is to be sold or
transferred by the Borrower or such Subsidiary to such Person or to any other
Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or such
Subsidiary.

                  8.13 Limitation on Changes in Fiscal Year. Permit the fiscal
year of the Borrower to end on a day other than September 30; provided that the
Borrower may change such fiscal year upon the approval of the Administrative
Agent.

                  8.14 Restrictions Affecting Subsidiaries. Enter into with any
Person, or suffer to exist any agreement which prohibits or limits the ability
of the Borrower or any of its Subsidiaries to (a) create, incur, assume or
suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, other than (i) this Agreement, (ii) any
industrial revenue bonds, purchase money mortgages or Financing Leases or any
other agreement or transaction permitted by this Agreement (in which cases, any
prohibition or limitation shall only be effective against the assets financed
thereby), (iii) as required pursuant to financing arrangements entered into by
Triad Systems Ireland Limited with the Industrial Development Authority of
Ireland as in effect on the date hereof or such other similar financing
arrangements entered into in furtherance of the development of CCHC and its
Subsidiaries' business outside of the United States provided that the aggregate
amount of assets of CCHC or any Subsidiary of CCHC subject to such restrictions
shall not exceed 5% of Consolidated Assets and (iv) restrictions with respect to
maintaining the special purpose entity treatment of FinanceCo or (b) pay
dividends or make other distributions or pay any Indebtedness owed to the
Borrower or any of its Subsidiaries except as permitted by this Agreement and
the other Loan

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Documents, as required pursuant to financing arrangements entered into by Triad
Systems Ireland Limited with the Industrial Development Authority of Ireland as
in effect on the date hereof or such other similar financing arrangements
entered into in furtherance of the development of CCHC and its Subsidiaries'
business outside of the United States provided that the aggregate amount of
assets of CCHC or any Subsidiary of CCHC subject to such restrictions shall not
exceed 5% of Consolidated Assets, and pursuant to restrictions imposed with
respect to maintaining the special purpose entity treatment of FinanceCo.

                  8.15 Limitation on Lines of Business. Enter into any business,
either directly or through any Subsidiary, except for those businesses in which
the Borrower and its Subsidiaries are engaged on the date of this Agreement or
which are reasonably related thereto.

                  8.16 CCHC Holding Company Status; Ownership of Borrower.
Suffer to exist any change in the passive holding company status of CCHC except
as otherwise permitted by Section 11.6.

                  8.17 Amendments to Corporate Documents; Licenses. (a) Amend
its certificate of incorporation or by-laws unless such amendment does not
adversely affect the interests of any Lender in any material respect, (b) amend,
supplement or otherwise modify the terms and conditions of the indemnities and
licenses furnished to the Borrower or any of its Subsidiaries pursuant to any of
the Loan Documents such that after giving effect thereto such indemnities or
licenses shall be materially less favorable to the interests of the Credit
Parties or the Lenders with respect thereto.

                  8.18 Limitation on Optional Payments, Purchases and
Modifications of Debt Instruments, Etc. (a) Make or offer to make any payment,
prepayment, repurchase or redemption of (except for the repurchase, redemption
or payment of up to $82,524,400 of the Senior Subordinated Notes with proceeds
of the Senior Unsecured Notes) or otherwise defease or segregate funds with
respect to any Subordinated Indebtedness or any guarantee thereof (except
mandatory payments of interest, fees and expenses required by the terms of the
agreement governing or instruments evidencing such indebtedness, but only to the
extent permitted under the subordination provisions applicable thereto);

                  (a) Make or offer to make any payment, prepayment, repurchase
or redemption of or otherwise defease or segregate funds with respect to any of
the Senior Unsecured Notes or any guarantee thereof except as follows: (i)
regularly scheduled payments of interest, fees and expenses may be made when the
same are otherwise due and payable under the terms of the Senior Unsecured Note
Indenture; (ii) the repurchase or redemption of up to $4,475,600 of the Senior
Unsecured Notes on or prior to December 31, 2003; (iii) "open market" purchases
of the Senior Unsecured Notes at a price not greater than 101% of par value plus
accrued and unpaid interest on said Senior Unsecured Notes being purchased (in
addition to purchases of Senior Unsecured Notes described in Section 8.18(b)(iv)
below), provided that, (A) the daily balance of cash and Cash Equivalents of the
Borrower and its Domestic Subsidiaries for each day in the 60 consecutive day
period immediately prior to the date of such purchase is in excess of
$30,000,000 in the aggregate, and (B) on the date the applicable purchase of
Senior Unsecured Notes is made and immediately after giving effect thereto, the
Borrower and its Domestic Subsidiaries have at least $15,000,000 of unrestricted
cash and Cash Equivalents in the

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aggregate; (iv) "open market" purchases of the Senior Unsecured Notes after
September 30, 2004 at a price not greater than 101% of par value plus accrued
and unpaid interest on said Senior Unsecured Notes being purchased (in addition
to purchases of Senior Unsecured Notes described in Section 8.18(b)(iii) above),
provided that, (A) on the date the applicable purchase of Senior Unsecured Notes
is made and immediately after giving effect thereto, no Loans are outstanding
and the Borrower and its Domestic Subsidiaries have at least $5,000,000 of
unrestricted cash and Cash Equivalents in the aggregate, (B) no Permitted
Acquisitions (excluding ordinary course acquisitions of goods used in the
operation of the business of the Borrower and its Subsidiaries) of more than
$3,000,000 of total consideration have been consummated within the 12 months
preceding the applicable purchase of Senior Unsecured Notes, and (C) all such
purchases of Senior Unsecured Notes, together with Restricted Payments made
pursuant to Section 8.7(e), shall not exceed $5,000,000 in the aggregate through
September 30, 2005 and $15,000,000 in the aggregate through the Termination
Date; and (v) repurchases or redemptions of the Senior Unsecured Notes in an
amount equal to the applicable "Excess Cash Flow Offer Amount" (as defined in
the Senior Unsecured Note Indenture) may be made when the same are otherwise
required under the terms of the Senior Unsecured Note Indenture;

                  (b) amend, modify, waive or otherwise change, or consent or
agree to any amendment, modification, waiver or other change to, any of the
terms of the Senior Unsecured Notes or any guarantee thereof or the Senior
Unsecured Note Indenture or any other agreement governing or otherwise related
to the Senior Unsecured Notes or any guarantee thereof:

                  (i) which shortens the fixed maturity, or increases the rate
         or shortens the time of payment of interest on, or increases the amount
         or shortens the time of payment of any principal or premium payable
         whether at maturity, at a date fixed for prepayment or by acceleration
         or otherwise of such Indebtedness, or increases the amount of, or
         accelerates the time of payment of, any fees payable in connection
         therewith;

                  (ii) which relates to the affirmative or negative covenants,
         events of default or remedies under the documents or instruments
         evidencing such Indebtedness and the effect of which is to subject the
         Borrower or any of its Subsidiaries to any more onerous or more
         restrictive provisions; or

                  (iii) which otherwise adversely affects the interests of the
         Lenders as senior creditors or the interests of the Lenders under this
         Agreement or any other Loan Document in any respect;

                  (b) amend, modify, waive or otherwise change, or consent or
agree to any amendment, modification, waiver or other change to, any of the
terms of any Subordinated Indebtedness or any guarantee thereof or any agreement
evidencing, governing or otherwise related to any Subordinated Indebtedness or
any guarantee thereof:

                  (i) which amends or modifies the subordination provisions
         contained therein;

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                  (ii) which shortens the fixed maturity, or increases the rate
         or shortens the time of payment of interest on, or increases the amount
         or shortens the time of payment of any principal or premium payable
         whether at maturity, at a date fixed for prepayment or by acceleration
         or otherwise of such Indebtedness, or increases the amount of, or
         accelerates the time of payment of, any fees payable in connection
         therewith;

                  (iii) which relates to the affirmative or negative covenants,
         events of default or remedies under the documents or instruments
         evidencing such Indebtedness and the effect of which is to subject the
         Borrower or any of its Subsidiaries to any more onerous or more
         restrictive provisions; or

                  (iv) which otherwise adversely affects the interests of the
         Lenders as senior creditors or the interests of the Lenders under this
         Agreement or any other Loan Document in any respect; or

                  (d) make any payment in cash on any equity or debt security
that may be made under the terms thereof by the issuance of any security of the
same nature; or

                  (e) designate any Indebtedness (other than the Senior
Unsecured Notes) as Indebtedness senior in right to any or all Subordinated
Indebtedness now or hereafter existing.

                  8.19 Limitation on Provision of License Products. Enter into
any agreement, whether written or oral, to provide License Products to any
Person (other than an Affiliate), unless such agreement contains Customary
License Terms.

                          ARTICLE 9. EVENTS OF DEFAULT

                  If any of the following events shall occur and be continuing:

                  (a) The Borrower shall fail to pay any principal of any Loan
         and/or Note or any L/C Obligation when due in accordance with the terms
         thereof or hereof; or the Borrower shall fail to pay any interest on
         any Loan and/or Note, or any other amount payable hereunder, within
         five days after any such interest or other amount becomes due in
         accordance with the terms thereof or hereof; or

                  (b) Any representation or warranty made or deemed made by the
         Borrower, CCHC or any of their Subsidiaries herein or in any other Loan
         Document or which is contained in any certificate, document or
         financial or other statement furnished at any time under or in
         connection with this Agreement shall prove to have been incorrect in
         any material respect on or as of the date made or deemed made; or

                  (c) The Borrower, CCHC or any of their Subsidiaries shall
         default in the performance or observance of any agreement contained in
         Article 8 or 11; or

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                  (d) The Borrower, CCHC or any of their Subsidiaries shall
         default in the observance or performance of any other agreement
         contained in this Agreement or in any other Loan Document (other than
         as provided in paragraphs (a) through (c) of this Article), and such
         default shall continue unremedied for a period of 30 days; or

                  (e) The Borrower, CCHC or any of their Subsidiaries shall (i)
         default (x) in any payment of principal of or interest on any
         Indebtedness (other than the Loans) or (y) in the payment of any
         Guarantee Obligation (other than Guarantee Obligations pursuant to the
         Loan Documents), having an outstanding principal amount individually or
         in the aggregate for both of clauses (x) and (y) in excess of
         $3,000,000 beyond the period of grace, if any, provided in the
         instrument or agreement under which such Indebtedness or Guarantee
         Obligation was created; or (ii) default in the observance or
         performance of any other agreement or condition relating to any such
         Indebtedness or Guarantee Obligation or contained in any instrument or
         agreement evidencing, securing or relating thereto, or any other event
         shall occur or condition exist, the effect of which default or other
         event or condition is to cause, or to permit the holder or holders of
         such Indebtedness or beneficiary or beneficiaries of such Guarantee
         Obligation (or a trustee or agent on behalf of such holder or holders
         or beneficiary or beneficiaries) to cause, with the giving of notice if
         required, such Indebtedness to become due prior to its stated maturity
         or such Guarantee Obligation to become payable; or

                  (f) (i) The Borrower, CCHC or any of their Subsidiaries shall
         commence any case, proceeding or other action (A) under any existing or
         future law of any jurisdiction, domestic or foreign, relating to
         bankruptcy, insolvency, reorganization or relief of debtors, seeking to
         have an order for relief entered with respect to it, or seeking to
         adjudicate it a bankrupt or insolvent, or seeking reorganization,
         arrangement, adjustment, winding-up, liquidation, dissolution,
         composition or other relief with respect to it or its debts, or (B)
         seeking appointment of a receiver, trustee, custodian, conservator or
         other similar official for it or for all or any substantial part of its
         assets, or any of the Borrower, CCHC or any of their Subsidiaries shall
         make a general assignment for the benefit of its creditors; or (ii)
         there shall be commenced against the Borrower, CCHC or any of their
         Subsidiaries any case, proceeding or other action of a nature referred
         to in clause (i) above which (A) results in the entry of an order for
         relief or any such adjudication or appointment or (B) remains
         undismissed, undischarged or unbonded for a period of 60 days; or (iii)
         there shall be commenced against the Borrower, CCHC or any of their
         Subsidiaries any case, proceeding or other action seeking issuance of a
         warrant of attachment, execution, distraint or similar process against
         all or any substantial part of its assets which results in the entry of
         an order for any such relief which shall not have been vacated,
         discharged, or stayed or bonded pending appeal within 60 days from the
         entry thereof; or (iv) the Borrower, CCHC or any of their Subsidiaries
         shall take any action in furtherance of, or indicating its consent to,
         approval of, or acquiescence in, any of the acts set forth in clause
         (i), (ii), or (iii) above; or (v) the Borrower, CCHC or any of their
         Subsidiaries shall generally not, or shall be unable to, or shall admit
         in writing its inability to, pay its debts (other than intercompany
         debts) as they become due; or

                  (g) (i) Any Person shall engage in any "prohibited
         transaction" (as defined in Section 406 of ERISA or Section 4975 of the
         Code) involving any Plan, (ii) any

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         "accumulated funding deficiency" (as defined in Section 302 of ERISA),
         whether or not waived, shall exist with respect to any Plan or any Lien
         in favor of the PBGC or a Plan shall arise on the assets of the
         Borrower or any Commonly Controlled Entity, (iii) a Reportable Event
         shall occur with respect to, or proceedings shall commence to have a
         trustee appointed, or a trustee shall be appointed, to administer or to
         terminate, any Single Employer Plan, which Reportable Event or
         commencement of proceedings or appointment of a trustee is, in the
         reasonable opinion of the Required Lenders, likely to result in the
         termination of such Plan for purposes of Title IV of ERISA, (iv) any
         Single Employer Plan shall terminate for purposes of Title IV of ERISA,
         (v) the Borrower or any Commonly Controlled Entity shall, or in the
         reasonable opinion of the Required Lenders is likely to, incur any
         liability in connection with a withdrawal from, or the Insolvency or
         Reorganization of, a Multiemployer Plan or (vi) any other event or
         condition shall occur or exist with respect to a Plan; and in each case
         in clauses (i) through (vi) above, such event or condition, together
         with all other such events or conditions, if any, could reasonably be
         expected to result in a Material Adverse Effect; or

                  (h) One or more judgments or decrees shall be entered against
         the Borrower, CCHC or any of their Subsidiaries involving in the
         aggregate a liability (not paid or fully covered by insurance) of
         $3,000,000 or more, and all such judgments or decrees shall not have
         been vacated, discharged, stayed or bonded pending appeal within 60
         days from the entry thereof; or

                  (i) The Borrower, CCHC or any of their Subsidiaries shall
         incur any liability (not paid or fully covered by insurance) under any
         Environmental Law in an amount which would result in a Material Adverse
         Effect; or

                  (j) Any Loan Document shall, at any time, cease to be in full
         force and effect (unless released by the Administrative Agent at the
         direction of the Required Lenders or as otherwise permitted under this
         Agreement or the other Loan Documents) or shall be declared null and
         void (and, if such invalidity is such so as to be amenable to cure
         without materially disadvantaging the position of the Administrative
         Agent and the Lenders thereunder, the applicable Credit Party shall
         have failed to cure such invalidity within 15 days after notice from
         the Administrative Agent or such shorter time period as is specified by
         the Administrative Agent in such notice and is reasonable in the
         circumstances), or the validity or enforceability thereof shall be
         contested by any Credit Party, or any of the Liens intended to be
         created by any Security Document shall cease to be or shall not be a
         valid and perfected Lien having the priority contemplated thereby (and,
         if such invalidity is such so as to be amenable to cure without
         materially disadvantaging the position of the Administrative Agent and
         the Lenders, as secured parties thereunder, the applicable Credit Party
         shall have failed to cure such invalidity within 15 days after notice
         from the Administrative Agent or such shorter time period as specified
         by the Administrative Agent in such notice and is reasonable in the
         circumstances); or

                  (k) A Change of Control shall occur; or

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                  (l) Any Subordinated Indebtedness or any guarantees thereof
         shall cease, for any reason, to be validly subordinated to the
         Obligations or the obligations of the Subsidiaries which are Guarantors
         under the Guarantee and Collateral Agreement, as the case may be, as
         provided in the applicable agreements evidencing, governing or
         otherwise related to such Subordinated Indebtedness, or any Credit
         Party, or any Affiliate of any Credit Party shall so assert;

then, and in any such event, (A) if such event is an Event of Default specified
in clause (i) or (ii) of paragraph (f) above with respect to the Borrower,
automatically the Commitments shall immediately terminate and the Loans
hereunder (with accrued interest thereon), the maximum amount available to be
drawn under all outstanding Letters of Credit and all other amounts owing under
this Agreement and any Notes shall immediately become due and payable, and (B)
if such event is any other Event of Default, either or both of the following
actions may be taken: (i) with the consent of the Required Lenders, the
Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower declare the Commitments to
be terminated forthwith, whereupon the Commitments shall immediately terminate;
and (ii) with the consent of the Required Lenders, the Administrative Agent may,
or upon the request of the Required Lenders, the Administrative Agent shall, by
notice to the Borrower, declare the Loans hereunder (with accrued interest
thereon), the maximum amount available to be drawn under all outstanding Letters
of Credit and all other amounts owing under this Agreement and any Notes to be
due and payable forthwith, whereupon the same shall immediately become due and
payable. All payments under this Article 9 on account of undrawn Letters of
Credit shall be made by the Borrower directly to a cash collateral account
established for such purpose for application to the Borrower's obligations with
respect thereto as drafts are presented under the Letters of Credit. Any
remaining amounts paid by the Borrower in respect of such undrawn Letters of
Credit shall be returned to the Borrower after the last expiry date of the
Letters of Credit and after the Obligations have been paid in full. Except as
expressly provided above in this Section, presentment, demand, protest and all
other notices of any kind are hereby expressly waived.

                      ARTICLE 10. THE ADMINISTRATIVE AGENT

                  10.1 Appointment. Each Lender hereby irrevocably designates
and appoints JPMC as the Administrative Agent of such Lender under this
Agreement and the other Loan Documents, and each such Lender irrevocably
authorizes JPMC, as the Administrative Agent for such Lender, to take such
action on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers and perform such duties as are expressly
delegated to the Administrative Agent by the terms of this Agreement and the
other Loan Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this
Agreement or any other Loan Document or otherwise exist against the
Administrative Agent.

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                  10.2 Delegation of Duties. The Administrative Agent may
execute any of its duties under this Agreement and the other Loan Documents by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

                  10.3 Exculpatory Provisions. Neither the Administrative Agent
nor any of its officers, directors, controlling persons, employees, agents,
attorneys-in-fact or Affiliates shall be (i) liable for any action lawfully
taken or omitted to be taken by it or such Person under or in connection with
this Agreement or any other Loan Document (except for its or such Person's own
gross negligence or willful misconduct) or (ii) responsible in any manner to any
of the Lenders for any recitals, statements, representations or warranties made
by the Borrower or any officer thereof contained in this Agreement or any other
Loan Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Administrative Agent under or
in connection with, this Agreement or any other Loan Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any Notes or any other Loan Document or for any failure of any
Credit Party to perform its obligations hereunder or thereunder. The
Administrative 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, any Notes or any
other Loan Document, or to inspect the properties, books or records of any
Credit Party.

                  10.4 Reliance by Administrative Agent. The Administrative
Agent shall be entitled to rely, and shall be fully protected in relying, upon
any Note, writing, resolution, notice, consent, certificate, affidavit, letter,
telecopy, telex or teletype message, statement, order or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons and upon advice and statements of
legal counsel (including, without limitation, counsel to the Borrower),
independent accountants and other experts selected by the Administrative Agent.
The Administrative Agent may deem and treat the payee of any Note as the owner
thereof for all purposes unless a written notice of assignment, negotiation or
transfer thereof shall have been filed with the Administrative Agent. The
Administrative Agent shall be fully justified in failing or refusing to take any
action under this Agreement or any other Loan Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders
against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The Administrative Agent shall
in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and any Notes and the other Loan Documents in accordance with a
request of the Required Lenders, and such request and any action taken or
failure to act pursuant thereto shall be binding upon all the Lenders and all
future holders of the Notes.

                  10.5 Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default hereunder unless the Administrative Agent has received written notice
from a Lender or the Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a "notice of
default". In the event that the Administrative Agent receives such a notice, the
Administrative Agent shall give notice thereof to the Lenders. The
Administrative Agent shall take such action

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

                  10.6 Non-Reliance on Administrative Agent and Other Lenders.
Each Lender expressly acknowledges that neither the Administrative Agent nor any
of its officers, directors, employees, agents, attorneys-in-fact or Affiliates
has made any representations or warranties to it and that no act by the
Administrative Agent hereinafter taken, including any review of the affairs of
any Credit Party, shall be deemed to constitute any representation or warranty
by the Administrative Agent to any Lender. Each Lender represents to the
Administrative Agent that it has, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, financial and other
condition and creditworthiness of the Credit Parties and made its own decision
to make its Loans hereunder and enter into this Agreement. Each Lender also
represents that it will, independently and without reliance upon the
Administrative Agent or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Agreement and the other Loan Documents, and to make such investigation as
it deems necessary to inform itself as to the business, operations, property,
financial and other condition and creditworthiness of the Credit Parties. Except
for notices, reports and other documents expressly required to be furnished to
the Lenders by the Administrative Agent hereunder, the Administrative Agent
shall not have any duty or responsibility to provide any Lender with any credit
or other information concerning the business, operations, property, condition
(financial or otherwise), prospects or creditworthiness of the Credit Parties
which may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates.

                  10.7 Indemnification. The Lenders agree to indemnify the
Administrative Agent in its capacity as such (to the extent not reimbursed by
the Borrower and without limiting the obligation of the Borrower to do so),
ratably according to their respective Commitment Percentages in effect on the
date on which indemnification is sought under this Section, from and against any
and all liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind whatsoever which
may at any time (including, without limitation, at any time following the
payment of the Loans) be imposed on, incurred by or asserted against the
Administrative Agent in any way relating to or arising out of this Agreement,
any of the other Loan Documents or any documents contemplated by or referred to
herein or therein or the transactions contemplated hereby or thereby or any
action taken or omitted by the Administrative Agent under or in connection with
any of the foregoing; provided that no Lender shall be liable for the payment of
any portion of such liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements resulting solely
from the Administrative Agent's gross negligence or willful misconduct or, in
the case of indemnified liabilities arising under this Agreement, any Notes and
the other Loan Documents, from material breach by the Administrative Agent of
this Agreement, any Notes or the other Loan Documents, as the case may be. The
agreements in this Section shall survive the payment of the Loans and all other
amounts payable hereunder.

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                  10.8 Administrative Agent in Its Individual Capacity. The
Administrative Agent and its Affiliates may make loans to, accept deposits from
and generally engage in any kind of business with the Credit Parties as though
the Administrative Agent was not the Administrative Agent hereunder and under
the other Loan Documents. With respect to their Loans made or renewed by it and
any Note issued to it, the Administrative Agent shall have the same rights and
powers under this Agreement and the other Loan Documents as any Lender and may
exercise the same as though it were not the Administrative Agent, and the terms
"Lender" and "Lenders" shall include the Administrative Agent in its individual
capacity.

                  10.9 Successor Administrative Agent. The Administrative Agent
may resign as Administrative Agent upon 30 days' notice to the Lenders. If the
Administrative Agent shall resign as Administrative Agent under this Agreement
and the other Loan Documents, then the Required Lenders shall appoint from among
the Lenders a successor agent for the Lenders, which successor agent shall be
approved by the Borrower (which approval shall not be unreasonably withheld),
whereupon such successor agent shall succeed to the rights, powers and duties of
the Administrative Agent, and the term "Administrative Agent" shall mean such
successor agent effective upon such appointment and approval, and the former
Administrative Agent's rights, powers and duties as Administrative Agent shall
be terminated, without any other or further act or deed on the part of such
former Administrative Agent or any of the parties to this Agreement or any
holders of the Loans. After any retiring Administrative Agent's resignation as
Administrative Agent, the provisions of this Section shall inure to its benefit
as to any actions taken or omitted to be taken by it while it was Administrative
Agent under this Agreement and the other Loan Documents.

                  10.10 Additional Ministerial Powers of Administrative Agent.
The Administrative Agent is hereby irrevocably authorized by each of the Lenders
to release any Lien covering any asset of CCHC or any of its Subsidiaries
(including, without limitation, any Properties, Accounts Receivable or
inventory) that is the subject of a disposition, sale or assignment which is
permitted under this Agreement or, subject to Section 12.1, which has been
consented to by the Required Lenders.

                             ARTICLE 11. GUARANTEE

                  11.1 Guarantee. To induce the Lenders to execute and deliver
this Agreement to make Loans and to issue and participate in Letters of Credit
for the account of the Borrower, and in consideration thereof, CCHC hereby
unconditionally and irrevocably guarantees to the Administrative Agent, the
Lenders and their successors, indorsees, transferees and assigns, the prompt and
complete payment and performance when due (whether at the stated maturity, by
acceleration or otherwise) of the Obligations, and CCHC further agrees to pay
the expenses which may be paid or incurred by the Administrative Agent or the
Lenders in collecting any or all of the Obligations and/or enforcing any rights
under this Article 11 or under the Obligations in accordance with Section 12.5.
The guarantee contained in this Article 11 shall remain in full force and effect
until the Obligations are paid in full and the Commitments are terminated,
notwithstanding that from time to time prior thereto the Borrower may be free
from any Obligations.

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                  11.2 Waiver of Subrogation. Notwithstanding any payment or
payments made by CCHC in respect of the Obligations or any setoff or application
of funds of CCHC by the Administrative Agent or the Lenders, until payment in
full of the Obligations and the termination of the Commitments and the Letters
of Credit, CCHC shall not be entitled to be subrogated to any of the rights of
the Administrative Agent or the Lenders against the Borrower or any collateral
security or guarantee or right of offset held by the Administrative Agent or the
Lenders for the payment of the Obligations, nor shall CCHC seek any
reimbursement from the Borrower in respect of payments made by CCHC hereunder
until the Obligations are paid in full.

                  11.3 Modification of Obligations. CCHC hereby consents that,
without the necessity of any reservation of rights against CCHC and without
notice to or further assent by CCHC, any demand for payment of the Obligations
made by the Administrative Agent, the Issuing Lender or the Lenders may be
rescinded by the Administrative Agent, the Issuing Lender or the Lenders and the
Obligations continued, and the Obligations, or the liability of any other party
upon or for any part thereof, or any collateral security or guarantee therefor
or right of offset with respect thereto, may, from time to time, in whole or in
part, be renewed, extended, amended, modified, accelerated, compromised, waived,
surrendered or released by the Administrative Agent, the Issuing Lender or the
Lenders and that this Agreement, any Notes and the other Loan Documents,
including, without limitation, any Letter of Credit Application, any collateral
security document or other guarantee or document in connection therewith may be
amended, modified, supplemented or terminated, in whole or in part, as the
Administrative Agent, the Issuing Lender or the Lenders may deem advisable from
time to time, and, to the extent permitted by applicable law, any collateral
security or guarantee or right of offset at any time held by the Administrative
Agent, the Issuing Lender or the Lenders for the payment of the Obligations may
be sold, exchanged, waived, surrendered or released, all without the necessity
of any reservation of rights against CCHC and without notice to or further
assent by CCHC which will remain bound hereunder notwithstanding any such
renewal, extension, modification, acceleration, compromise, amendment,
supplement, termination, sale, exchange, waiver, surrender or release. The
Administrative Agent, the Issuing Lender and the Lenders shall not have any
obligation to protect, secure, perfect or insure any collateral security
document or property subject thereto at any time held as security for the
Obligations. When making any demand hereunder against CCHC, the Administrative
Agent, the Issuing Lender or the Lenders may, but shall be under no obligation
to, make a similar demand on any other party or any other guarantor, and any
failure by the Administrative Agent, the Issuing Lender or the Lenders to make
any such demand or to collect any payments from the Borrower or any such other
guarantor shall not relieve CCHC of its obligations or liabilities hereunder,
and shall not impair or affect the rights and remedies, express or implied, or
as a matter of law, of the Administrative Agent, the Issuing Lender or the
Lenders against CCHC. For the purposes of this Section "demand" shall include
the commencement and continuance of any legal proceedings.

                  11.4 Waiver by CCHC. CCHC waives any and all notice of the
creation, renewal, extension or accrual of the Obligations and notice of or
proof of reliance by the Administrative Agent, the Issuing Lender and the
Lenders upon the guarantee contained in this Article 11 or acceptance of the
guarantee contained in this Article 11, and the Obligations, and any of them,
shall conclusively be deemed to have been created, contracted, continued or
incurred in reliance upon the guarantee contained in this Article 11, and all
dealings between CCHC and the Administrative Agent, the Issuing Lender or the
Lenders shall likewise be

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conclusively presumed to have been had or consummated in reliance upon the
guarantee contained in this Article 11. CCHC waives diligence, presentment,
protest, demand for payment and notice of default or nonpayment to or upon the
Borrower or CCHC with respect to any Obligations. This guarantee shall be
construed as a continuing absolute and unconditional guarantee of payment
without regard to the validity, regularity or enforceability of the Credit
Agreement, any Note or any other Loan Document, including, without limitation,
any Letter of Credit Application or any collateral security or guarantee
therefor or right of offset with respect thereto at any time or from time to
time held by the Administrative Agent, the Issuing Lender or the Lenders and
without regard to any defense, setoff or counterclaim which may at any time be
available to or be asserted by the Borrower against the Administrative Agent,
the Issuing Lender, the Lenders or any other Person, or by any other
circumstance whatsoever (with or without notice to or knowledge of the Borrower
or CCHC) which constitutes, or might be construed to constitute, an equitable or
legal discharge of the Borrower for any of its Obligations, or of CCHC under the
guarantee contained in this Article 11 in bankruptcy or in any other instance,
and the obligations and liabilities of CCHC hereunder shall not be conditioned
or contingent upon the pursuit by the Administrative Agent, the Issuing Lender
or the Lenders or any other Person at any time of any right or remedy against
the Borrower or against any other Person which may be or become liable in
respect of any Obligations or against any collateral security or guarantee
therefor or right of offset with respect thereto. The guarantee contained in
this Article 11 shall remain in full force and effect and be binding in
accordance with and to the extent of its terms upon CCHC and the successors and
assigns thereof, and shall inure to the benefit of the Lenders and their
successors, indorsees, transferees and assigns, until the Obligations shall have
been paid in full and the Commitments shall be terminated, notwithstanding that
from time to time during the term of this Agreement the Borrower may be free
from any Obligations.

                  11.5 Reinstatement. The guarantee contained in this Article 11
shall continue to be effective, or be reinstated, as the case may be, if at any
time payment, or any part thereof, of any Obligations is rescinded or must
otherwise be restored or returned by the Administrative Agent, the Issuing
Lender or the Lenders upon the insolvency, bankruptcy, dissolution, liquidation
or reorganization of CCHC or the Borrower or upon or as a result of the
appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, CCHC, the Borrower or any substantial part of their respective
property, or otherwise, all as though such payments had not been made.

                  11.6 Negative Covenants. Until the Obligations shall have been
paid in full, the Letters of Credit shall have expired or been terminated and
the Commitments shall have been terminated, CCHC hereby agrees that it shall not
(i) assume or otherwise incur or suffer to exist any Indebtedness (other than
Indebtedness in the nature of Indebtedness specified in Section 8.2(d) or (j))
or Guarantee Obligation (other than (A) the Guarantee Obligations of CCHC
pursuant to the Guarantee and Security Agreement, (B) Guarantee Obligations in
the nature of the Guarantee Obligations specified in Section 8.4(d), 8.4(e) and
8.4(f), (C) Guarantee Obligations (1) of CCHC in respect of real property leases
and/or personal property operating leases of the Borrower and its Subsidiaries
in ordinary course of business and (2) in respect of an equipment lease entered
into by a Customer Partnership not in excess of $300,000, but in any event not
in excess of an aggregate amount of $5,000,000 at any one time outstanding or
(D) indemnities in favor of officers, directors and employees of CCHC in the
ordinary course of business and in connection with the ownership of the
Borrower's capital stock), (ii) create, incur,

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assume or suffer to exist any Lien upon any of its assets (other than pursuant
to the Security Documents and other than Liens in the nature of the Liens
specified in Section 8.3(b), (d) or (e)), (iii) cease to own, directly or
indirectly, 100% of the Capital Stock of the Borrower, (iv) amend its
certificate of incorporation or by-laws or any of the Loan Documents to which it
is a party unless such amendment does not adversely affect the interests of any
Lender in any material respect and except as contemplated in connection with the
consummation of the Senior Unsecured Notes transaction, (v) engage in any
activities other than (A) owning the stock of the Borrower, (B) its activities
incident to the performance of (x) the Loan Documents and (y) the issuance
and/or sale of its common stock or options or warrants in respect of its Capital
Stock, provided that the proceeds thereof are applied as set forth in Section
2.10, (C) transactions pursuant to or in connection with the Transactions and
(D) activities contemplated by this Article 11 or (vi) make any Restricted
Payment except as permitted by Sections 8.7(a)(i), 8.7(a)(v), 8.7(c), 8.7(d) and
8.7(e). CCHC will cause all business arising after the Closing Date (other than
business existing on the Closing Date which it is not able to transfer to the
Borrower because of applicable Contractual Obligations) to be conducted through
the Borrower and its Subsidiaries.

                            ARTICLE 12. MISCELLANEOUS

                  12.1 Amendments and Waivers. Neither this Agreement, any Note,
any other Loan Document, nor any terms hereof or thereof may be waived, amended,
supplemented or otherwise modified except in accordance with the provisions of
this Section. The Required Lenders may, or, with the written consent of the
Required Lenders, the Administrative Agent may, from time to time, (a) enter
into with the applicable Credit Parties written amendments, supplements or
modifications hereto and to any Notes and the other Loan Documents for the
purpose of adding any provisions to this Agreement or any Notes or the other
Loan Documents or changing in any manner the rights of the Lenders or of the
Borrower or CCHC or any other Person hereunder or thereunder or (b) waive, on
such terms and conditions as the Required Lenders or the Administrative Agent,
as the case may be, may specify in such instrument, any of the requirements of
this Agreement or any Notes or the other Loan Documents or any Default or Event
of Default and its consequences; provided, however, that no such waiver and no
such amendment, supplement or modification shall (i) reduce the aggregate amount
or extend the scheduled date of maturity of any Loan or of any installment
thereof or any L/C Obligation reimbursement obligation in respect of any Letter
of Credit, or reduce the stated rate of any interest or fee payable hereunder or
extend the scheduled date of any payment thereof or increase the aggregate
amount or extend the expiration date of any Lender's Commitment, in each case
without the consent of each Lender affected thereby, (ii) amend, modify or waive
any provision of this Section 12.1 or reduce the percentage specified in the
definition of Required Lenders or consent to the assignment or transfer by the
Borrower of any of its rights and obligations under this Agreement and the other
Loan Documents or release all or substantially all of the Collateral or release
the Guarantee Obligations of CCHC under this Agreement or the Guarantee
Obligations of any other guarantors under the Guarantee and Collateral
Agreement, in each case, without the written consent of all the Lenders, (iii)
amend, modify or waive any provision of Section 2.1, 2.2, 2.3, 2.4, 2.5, 2.10(a)
or Article 3 without the written consent of the Lenders the Commitment
Percentages of which aggregate at least a majority, (iv) amend, modify or waive
any provision of Article 10 without the written consent of the Administrative
Agent, (v) amend,

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modify or waive the provisions of Article 3 or any Letter of Credit without the
written consent of the applicable Issuing Lender, (vi) amend, modify or waive
any provision of any Security Document that provides for the ratable sharing by
the Lenders of the proceeds of any realization on the security for the Loans to
provide for a non-ratable sharing thereof, without the written consent of each
Lender adversely affected thereby, or (vii) increase the Borrowing Base advance
rate for Eligible Accounts Receivables without the written consent of all
Lenders; provided that nothing herein shall affect, limit or restrict the
Administrative Agent's right to adjust downward, without further consent of any
Lender, the Borrowing Base advance rate for Eligible Accounts Receivable if the
average dilution percentage (as determined in accordance with the terms of the
definition of "Borrowing Base") for all Accounts Receivable of the Borrower
exceeds five percent (5%). Any such waiver and any such amendment, supplement or
modification shall apply equally to each of the Lenders and shall be binding
upon the Borrower, the Lenders, the Administrative Agent and all future holders
of the Loans. In the case of any waiver, the Borrower, the Lenders and the
Administrative Agent shall be restored to their former position and rights
hereunder and under the outstanding Loans and the other Loan Documents, and any
Default or Event of Default waived shall be deemed to be cured and not
continuing; but no such waiver shall extend to any subsequent or other Default
or Event of Default, or impair any right consequent thereon.

                  12.2 Notices. All notices, requests and demands to or upon the
respective parties hereto to be effective shall be in writing (including by
telecopy), and, unless otherwise expressly provided herein, shall be deemed to
have been duly given or made when delivered by hand, or two days after being
deposited in the mail, postage prepaid, or, in the case of telecopy notice, when
received, addressed as follows in the case of the Borrower, CCHC and the
Administrative Agent and the Issuing Lender, and as set forth in Schedule 1.1 in
the case of the other parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto and any future holders of
the Loans or any Notes:

        The Borrower:          Cooperative Computing, Inc.
                               804 Las Cimas, Suite 200
                               Austin, TX 78746-5146
                               Attention: Christopher Speltz and Greg Petersen
                               Telecopy: (512) 278-5025

        with copies to:        Hicks, Muse, Tate & Furst Incorporated
                               200 Crescent Court, Suite 1600
                               Dallas, TX 75201
                               Attention: Eric Allen
                               Telecopy: (214) 740-7313

        The Administrative     JPMorgan Chase Bank
        Agent or the           700 Lavaca, 2(nd) Floor
        Issuing Lender:        Austin, Texas 78701
                               Attention: Steve Prichett
                               Telecopy: (512) 479-2211

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provided that any notice, request or demand to or upon the Administrative Agent
or the Lenders pursuant to Section 2.3, 2.5, 2.8, 2.10, 2.11, 3.2 or 4.4 shall
not be effective until received.

                  12.3 No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Administrative Agent or any
Lender, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

                  12.4 Survival of Representations and Warranties. All
representations and warranties made hereunder and in any document, certificate
or statement delivered pursuant hereto or in connection herewith shall survive
the execution and delivery of this Agreement and the making of the Loans
hereunder.

                  12.5 Payment of Expenses and Taxes. The Borrower agrees (a) to
pay or reimburse the Administrative Agent and JPMSI for all their reasonable
out-of-pocket costs and expenses incurred in connection with the syndication of
the Commitments and the development, preparation and execution of, and any
amendment, supplement or modification to, this Agreement and any Notes and the
other Loan Documents and any other documents prepared in connection herewith or
therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including, without limitation, the reasonable
fees and disbursements of counsel to the Administrative Agent, (b) to pay or
reimburse each Lender, the Administrative Agent and JPMSI for all of their
reasonable out-of-pocket costs and expenses incurred in connection with the
enforcement or preservation of any rights under this Agreement, any Notes, the
other Loan Documents and any such other documents, including, without
limitation, the reasonable fees and disbursements of counsel to the
Administrative Agent and, at any time after and during the continuance of an
Event of Default, of one counsel to all of the Lenders, (c) to pay, indemnify,
and hold each Lender, the Administrative Agent and JPMSI harmless from, any and
all recording and filing fees and any and all liabilities with respect to, or
resulting from any delay in paying, stamp, excise, documentary, property and
other similar taxes, if any, which may be payable or determined to be payable in
connection with the execution and delivery of, or consummation or administration
of any of the transactions contemplated by, or any amendment, supplement or
modification of, or any waiver or consent under or in respect of, this
Agreement, any Notes, the other Loan Documents and any such other documents, and
(d) to pay, indemnify, and hold each Lender, the Administrative Agent and JPMSI
and their respective officers, directors, employees, agents and controlling
persons harmless from and against any and all other liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever, including, without limitation,
the reasonable fees and disbursements of counsel with respect to the execution,
delivery, enforcement, performance and administration of this Agreement, any
Notes, the other Loan Documents, or the use of the proceeds of the Loans in
connection with the Transactions and any such other documents (all the foregoing
in this clause (d), collectively, the "indemnified liabilities"), provided that
the Borrower shall have no obligation hereunder to the Administrative Agent,
JPMSI or any Lender or their respective officers, directors, employees, agents
and controlling persons with respect to indemnified liabilities that are found
by a final and

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nonappealable decision of a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of the Administrative Agent,
JPMSI or such Lender, as the case may be, or, in the case of indemnified
liabilities arising under this Agreement, any Notes and the other Loan Documents
that are found by a final and nonappealable decision of a court of competent
jurisdiction to have resulted from a material breach by the Administrative Agent
or such Lender, as the case may be, or its respective officers, directors,
employees, agents and controlling persons of this Agreement, any Notes or the
other Loan Documents, as the case may be. The agreements in this Section shall
survive repayment of the Loans and all other amounts payable hereunder.

                  12.6 Successors and Assigns; Participations and Assignments.
(a) This Agreement shall be binding upon and inure to the benefit of the
Borrower, the Lenders, the Administrative Agent, all future holders of the Loans
and their respective successors and assigns, except that the Borrower may not
assign or transfer any of its rights or obligations under this Agreement without
the prior written consent of each Lender.

                  (a) Any Lender may, in the ordinary course of its commercial
lending or investing business and in accordance with applicable law, at any time
sell to one or more banks, insurance companies or other financial institutions
or other entities ("Participants") participating interests in any Loan owing to
such Lender, any Note held by such Lender, any Commitment of such Lender or any
other interest of such Lender hereunder and under the other Loan Documents. In
the event of any such sale by a Lender of a participating interest to a
Participant, such Lender's obligations under this Agreement to the other parties
to this Agreement shall remain unchanged, such Lender shall remain solely
responsible for the performance thereof, such Lender shall remain the holder of
any such Loan for all purposes under this Agreement and the other Loan
Documents, and the Borrower and the Administrative Agent shall continue to deal
solely and directly with such Lender in connection with such Lender's rights and
obligations under this Agreement and the other Loan Documents. No Lender shall
permit any Participant to have the right to consent to any amendment or waiver
in respect of this Agreement or any of the other Loan Documents, except that
such Lender may grant such Participant the right to consent to any amendment or
waiver in respect of this Agreement or the other Loan Documents that requires
the consent of such Lender pursuant to Section 12.1. The Borrower agrees that if
amounts outstanding under this Agreement and the Loans are due or unpaid, or
shall have been declared or shall have become due and payable upon the
occurrence of an Event of Default, each Participant shall be deemed to have the
right of setoff in respect of its participating interest in amounts owing under
this Agreement and any Note to the same extent as if the amount of its
participating interest were owing directly to it as a Lender under this
Agreement or any Note, provided that in purchasing such participating interest,
such Participant shall be deemed to have agreed to share with the Lenders the
proceeds thereof as provided in Section 12.7(a) as fully as if it were a Lender
hereunder. The Borrower also agrees that each Participant shall be entitled to
the benefits of Sections 4.5, 4.6 and 4.7 with respect to its participation in
the Commitments and the Loans and Letters of Credit outstanding from time to
time as if it was a Lender; provided that in the case of Section 4.6 or 4.7,
such Participant shall have complied with the requirements of such Section and
provided, further, that no Participant shall be entitled to receive any greater
amount pursuant to any such Section than the transferor Lender would have been
entitled to receive in respect of the amount of the participation transferred by
such transferor Lender to such Participant had no such transfer occurred. In
addition, each selling Lender selling a participation

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to a Participant (i) shall keep a register, meeting the requirements of Treasury
Regulation Section 5f.103-1(c), of each such Participant, specifying such
Participant's entitlement to payments of principal and interest with respect to
such participation, and (ii) shall collect, prior to the time such Participant
receives payments with respect to such participation, from each such Participant
the appropriate forms, certificates and statements described in Section 4.7 (and
updated as required by Section 4.7) as if such Participant were a Lender under
Section 4.7.

                  (b) Any Lender may, in the ordinary course of its commercial
lending business or investing business and in accordance with applicable law, at
any time and from time to time assign to any Lender, any affiliate thereof or
any fund under common management therewith, with the consent of the
Administrative Agent (such consent not to be unreasonably withheld), to an
additional bank or financial or lending institution or other entity (an
"Assignee") all or any part of its rights and obligations under this Agreement
and any Notes pursuant to an Assignment and Acceptance, executed by such
Assignee, such assigning Lender (and, in the case of an Assignee that is not
then a Lender or an affiliate thereof, by the Administrative Agent) and
delivered to the Administrative Agent for its acceptance and recording in the
Register; provided that (w) each such transfer (if such transfer relates to less
than all of such Lenders' rights and obligations under this Agreement and any
Notes) shall be in respect of a portion of its rights and obligations under this
Agreement and any Notes not less than $5,000,000 (or such other amount as may be
agreed by both the Borrower and the Administrative Agent) if such assignment is
to a bank or financial or lending institution or other entity that is not then a
Lender or an affiliate thereof, (x) such assigning Lender shall deliver to the
Administrative Agent or the Borrower any Note (if the assigning Lender's Loans
are evidenced by a Note) subject to such assignment, (y) the Assignee shall
execute and deliver to the Borrower and the Administrative Agent the appropriate
forms, certificates and statements described in Section 4.7 to satisfy the
requirements of Section 4.7 and (z) no Assignee shall be entitled to receive any
greater amount pursuant to Sections 4.5, 4.6 and 4.7 than the assigning Lender
would have been entitled to receive in respect of the amount of the assignment
transferred by such assigning Lender to such Assignee had no such transfer
occurred. Upon such execution, delivery, acceptance and recording, from and
after the effective date determined pursuant to such Assignment and Acceptance,
(x) the Assignee thereunder shall be a party hereto and, to the extent provided
in such Assignment and Acceptance, have the rights and obligations of a Lender
hereunder with Commitments as set forth therein, and (y) the assigning Lender
thereunder shall, to the extent provided in such Assignment and Acceptance, be
released from its obligations under this Agreement (and, in the case of an
Assignment and Acceptance covering all or the remaining portion of an assigning
Lender's rights and obligations under this Agreement, such assigning Lender
shall cease to be a party hereto; provided that such assigning Lender shall
continue to have the benefit of Sections 4.5, 4.6, 4.7 and 12.5(a), (b) and (c)
(to the extent of rights accruing prior to the date of such assignment only) and
12.5(d).

                  (c) The Administrative Agent, acting for this purpose as agent
for the Borrower, shall maintain at its address referred to in Section 12.2 a
copy of each Assignment and Acceptance delivered to it and a register (the
"Register") for the recordation of the names and addresses of the Lenders and
the Issuing Lender and the Commitments of, and principal amount of the Loans,
L/C Obligation and amounts described in Sections 3.3, 3.4 and 3.5, owing to,
each Lender and the Issuing Lender from time to time. The entries in the
Register shall be conclusive, in the absence of manifest error, and the
Borrower, the Administrative Agent, the Lenders, and

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the Issuing Lender shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender or the Issuing Lender, as the
case may be, hereunder for all purposes of this Agreement. No assignment or
transfer of a Note and the obligation(s) evidenced thereby shall be effective
unless it has been recorded in the Register as provided in this Section 12.6(d).
The Register shall be available for inspection by the Borrower or any Lender at
any reasonable time and from time to time upon reasonable prior notice.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and an Assignee (and, in the case of an Assignee that is
not then a Lender or an affiliate thereof, by the Administrative Agent) together
with payment, by the Assignee, to the Administrative Agent of a registration and
processing fee of $4,000 if the Assignee is not a Lender or affiliate of a
Lender prior to the execution of the Assignment and Acceptance and $1,000
otherwise, the Administrative Agent shall (i) promptly accept such Assignment
and Acceptance and (ii) on the effective date determined pursuant thereto record
the information contained therein in the Register and give notice of such
acceptance and recordation to the Lenders and the Borrower. No assignment shall
be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this Section 12.6. On or prior to such effective date,
the Borrower, at its own expense, shall execute and deliver to the
Administrative Agent (in exchange for any Note of the assigning Lender) a new
Note to the order of such Assignee in an amount equal to the Commitment assumed
by it pursuant to such Assignment and Acceptance and, if the assigning Lender
has retained a Commitment hereunder, a new Note to the order of the assigning
Lender in an amount equal to the Commitment retained by it hereunder. Such new
Notes shall be dated the Closing Date and shall otherwise be in the form of the
Note replaced thereby.

                  (e) The Borrower authorizes each Lender to disclose to any
Participant or Assignee (each, a "Transferee") and any prospective Transferee
any and all information in such Lender's possession concerning the Borrower and
its Affiliates which has been delivered to such Lender by or on behalf of the
Borrower pursuant to this Agreement or which has been delivered to such Lender
by or on behalf of the Borrower in connection with such Lender's credit
evaluation of the Borrower and its Affiliates prior to becoming a party to this
Agreement, under the condition such Transferee or prospective Transferee agrees
to comply with the provisions of Section 12.15.

                  (f) Any Lender may at any time pledge or assign a security
interest in all or any portion of its rights under this Agreement to secure
obligations of such Lender, including any pledge or assignment to secure
obligations to a Federal Reserve Bank; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

                  (g) For purposes of this Section 12.6, with respect to each
Letter of Credit, (i) if such Letter of Credit is transferred, notice of such
transfer shall be given to the Administrative Agent for notation in the
Register, (ii) each such transfer may only be made upon notation of such
transfer in the Register, and (iii) no such transfer will be effective for
purposes of this Agreement unless it has been recorded in the Register.

                                       97

<PAGE>

                  12.7 Adjustments; Set-off. If any Lender (a "benefitted
Lender") shall at any time receive any payment of all or part of the Obligations
owing to it or receive any collateral in respect thereof (whether voluntarily or
involuntarily, by set-off, pursuant to events or proceedings of the nature
referred to in Section 9(f), or otherwise), in a greater proportion than any
such payment to or collateral received by any other Lender, if any, in respect
of the Obligations owing to such other Lender, such benefitted Lender shall
purchase for cash from the other Lenders an interest in such portion of the
Obligations owing to each such other Lender, or shall provide such other Lenders
with the benefits of any such collateral, or the proceeds thereof, as shall be
necessary to cause such benefitted Lender to share the excess payment or
benefits of such collateral or proceeds ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits
is thereafter recovered from such benefitted Lender, such purchase shall be
rescinded, and the purchase price and benefits returned, to the extent of such
recovery, but without interest.

                  (a) In addition to any rights and remedies of the Lenders
provided by law, each Lender shall have the right, without prior notice to the
Borrower, any such notice being expressly waived by the Borrower to the extent
permitted by applicable law, upon any amount becoming due and payable by the
Borrower hereunder or under any Notes (whether at the stated maturity, by
acceleration or otherwise) to set-off and appropriate and apply against such
amount any and all deposits (general or special, time or demand, provisional or
final), in any currency, and any other credits, indebtedness or claims, in any
currency, in each case whether direct or indirect, absolute or contingent,
matured or unmatured, at any time held or owing by any such Lender or any branch
or agency of any such Lender to or for the credit or the account of the
Borrower. Each Lender agrees promptly to notify the Borrower and the
Administrative Agent after any such set-off and application made by such Lender,
provided that the failure to give such notice shall not affect the validity of
such set-off and application.

                  12.8 Counterparts. This Agreement may be executed by one or
more of the parties to this Agreement on any number of separate counterparts,
and all of said counterparts taken together shall be deemed to constitute one
and the same instrument. A set of the copies of this Agreement signed by all the
parties shall be lodged with the Borrower and the Administrative Agent.

                  12.9 Severability. Any provision of this Agreement which is
prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

                  12.10 Integration. This Agreement and the other Loan Documents
represent the agreement of the Credit Parties, the Administrative Agent and the
Lenders with respect to the subject matter hereof, and there are no promises,
undertakings, representations or warranties by the Administrative Agent or any
Lender relative to the subject matter hereof not expressly set forth or referred
to herein or in the other Loan Documents.

                  12.11 GOVERNING LAW. THIS AGREEMENT AND ANY NOTES AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT

                                       98

<PAGE>

AND ANY NOTES SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.

                  12.12 Submission To Jurisdiction; Waivers. Each of CCHC and
the Borrower hereby irrevocably and unconditionally:

                  (a) submits for itself and its property in any legal action or
         proceeding relating to this Agreement and the other Loan Documents to
         which it is a party, or for recognition and enforcement of any judgment
         in respect thereof, to the non-exclusive general jurisdiction of the
         courts of the State of New York, the courts of the United States of
         America for the Southern District of New York, and appellate courts
         from any thereof;

                  (b) consents that any such action or proceeding may be brought
         in such courts and waives any objection that it may now or hereafter
         have to the venue of any such action or proceeding in any such court or
         that such action or proceeding was brought in an inconvenient court and
         agrees not to plead or claim the same;

                  (c) agrees that service of process in any such action or
         proceeding may be effected by mailing a copy thereof by registered or
         certified mail (or any substantially similar form of mail), postage
         prepaid, to the Credit Parties at their respective addresses set forth
         in Section 12.2 or at such other address of which the Administrative
         Agent shall have been notified pursuant thereto;

                  (d) agrees that nothing herein shall affect the right to
         effect service of process in any other manner permitted by law or shall
         limit the right to sue in any other jurisdiction; and

                  (e) waives, to the maximum extent not prohibited by law, any
         right it may have to claim or recover in any legal action or proceeding
         referred to in this Section any special, exemplary, punitive or
         consequential damages.

                  12.13 Acknowledgements. Each of CCHC and the Borrower hereby
acknowledges that:

                  (a) it has been advised by counsel in the negotiation,
         execution and delivery of this Agreement and any Notes and the other
         Loan Documents;

                  (b) neither the Administrative Agent nor any Lender has any
         fiduciary relationship with or duty to the Credit Parties arising out
         of or in connection with this Agreement or any of the other Loan
         Documents, and the relationship between Administrative Agent and
         Lenders, on one hand, and the Credit Parties, on the other hand, in
         connection herewith or therewith is solely that of debtor and creditor;
         and

                  (c) no joint venture exists among the Lenders or among the
         Credit Parties and the Lenders.

                                       99

<PAGE>

                  12.14 WAIVERS OF JURY TRIAL. CCHC, THE BORROWER, THE
ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVE TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT
OR ANY NOTES OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

                  12.15 Confidentiality. Each Lender agrees to keep information
obtained by it pursuant hereto and the other Loan Documents identified as
confidential in writing at the time of delivery confidential in accordance with
such Lender's customary practices and agrees that it will only use such
information in connection with the transactions contemplated by this Agreement
and not disclose any of such information other than (a) to such Lender's
employees, representatives, directors, attorneys, auditors, agents or affiliates
who are advised of the confidential nature of such information, (b) to the
extent such information presently is or hereafter becomes available to such
Lender on a non-confidential basis from any source or such information that is
in the public domain at the time of disclosure, (c) to the extent disclosure is
required by law (including applicable securities laws), regulation, subpoena or
judicial order or process (provided that notice of such requirement or order
shall be promptly furnished to the Borrower unless such notice is legally
prohibited) or requested or required by bank, securities or investment company
regulations or auditors or any administrative body or commission to whose
jurisdiction such Lender may be subject, (d) to assignees or participants or
potential assignees or participants or to professional advisors or direct or
indirect contractual counterparties in swap agreements provided in each case
such Person agrees to be bound by the provisions of this Section 12.15, (e) to
the extent required in connection with any litigation between any Credit Party
and any Lender with respect to the Loans or this Agreement and the other Loan
Documents, (f) to rating agencies, their employees, representatives, attorneys,
agents or affiliates who are advised of the confidential nature of such
information and agree to be bound by provisions of this Section 12.15, (g) to
the National Association of Insurance Commissioners and (h) with the Borrower's
prior written consent. The agreements in this Section shall survive repayment of
the Loans and all other amounts payable hereunder.

                  12.16 Ratification of Guarantee and Collateral Agreement.
Reference is hereby made to the Guarantee and Collateral Agreement. CCHC and the
Borrower hereby ratify and confirm that such Guarantee and Collateral Agreement
is in full force and effect and that such Guarantee and Collateral Agreement
guarantees, secures and covers, and will continue to guarantee, secure and
cover, any and all Obligations evidenced by or arising pursuant to the terms of
this Agreement and all other Loan Documents.

                  [Remainder of page left intentionally blank]

                                      100

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed and delivered by their proper and duly authorized
officers as of the day and year first above written.

                                        COOPERATIVE COMPUTING, INC.

                                        By /s/ Greg Petersen
                                           -----------------------------
                                           Name: Greg Petersen
                                           Title: Senior Vice President

                                        COOPERATIVE COMPUTING HOLDING
                                        COMPANY, INC.,
                                           as a Guarantor

                                        By /s/ Greg Petersen
                                           -----------------------------
                                           Name: Greg Petersen
                                           Title: Senior Vice President

                                        JPMORGAN CHASE BANK,
                                           as Administrative Agent,
                                           a Lender and Issuing Lender

                                        By /s/ Steve Prichett
                                           ---------------------
                                           Steve Prichett
                                           Senior Vice President

                                      101

<PAGE>

         The undersigned Domestic Subsidiaries (a) acknowledge and consent to
the execution of the foregoing Third Amended and Restated Credit Agreement, (b)
confirm that the Guarantee and Collateral Agreement guarantees, secures and
covers, and will continue to guarantee, secure and cover, any and all
Obligations evidenced by or arising pursuant to the terms of the foregoing Third
Amended and Restated Credit Agreement and all other Loan Documents, and (c)
acknowledge that without this consent and confirmation, the Administrative Agent
and the Lenders would not agree to the amendment and restatement of the Existing
Credit Agreement evidenced by the foregoing Third Amended and Restated Credit
Agreement.

                                 CCI/ARD, INC.

                                 By: /s/ Greg Petersen
                                     -----------------------------------------
                                 Title: President and Chief Financial Officer

                                 CCI/TRIAD GEM, INC.

                                 By: /s/ Greg Petersen
                                     -------------------------------
                                 Title: Vice President and Secretary

                                 TRIAD SYSTEMS CORPORATION

                                 By: /s/ Greg Petersen
                                     ----------------------------------------
                                 Title: President and Secretary

                                 TRIAD SYSTEMS FINANCIAL CORPORATION

                                 By: /s/ Greg Petersen
                                     -------------------------------------
                                 Title:   Vice President and Secretary

                                 TRIAD DATA CORPORATION

                                 By: /s/ Greg Petersen
                                     -----------------------------------------
                                 Title: Vice President and Assistant Secretary

                                      102

<PAGE>
                                  EXHIBIT A TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                         [FORM OF REVOLVING CREDIT NOTE]

$[     ]                                                          Houston, Texas


         FOR VALUE RECEIVED, the undersigned, COOPERATIVE COMPUTING, INC., a
Delaware corporation (the "Borrower"), hereby unconditionally promises to pay on
the Termination Date (as defined in the Credit Agreement referred to below), to
the order of ___________________ (the "Lender") at the office of JPMorgan Chase
Bank located at 712 Main, Houston, Texas 77002, in lawful money of the United
States of America and in immediately available funds, the principal amount equal
to the lesser of (a) _______________ ($[ ]) and (b) the aggregate unpaid
principal amount of all Loans made by such Lender to the undersigned pursuant to
Section 2.1 of the Credit Agreement (as defined below).

         The undersigned further agrees to pay interest in like money at such
office on the unpaid principal amount hereof from time to time at the applicable
rate per annum as specified in Section 4.1 of the Credit Agreement until any
such amount shall become due and payable (whether at the stated maturity, by
acceleration or otherwise), and thereafter on such overdue amount at the rate
per annum set forth in Section 4.1(c) of the Credit Agreement until paid in full
(both before and after judgment). Interest shall be payable in arrears on each
Interest Payment Date, as such term is defined in the Credit Agreement, Provided
that interest accruing pursuant to Section 4.1(c) shall be payable from time to
time on demand.

         The holder of this Note is authorized to record the date, Type and
amount of each Loan made by the Lender, each continuation thereof, each
conversion of all or a portion thereof to another Type, the date and amount of
each payment or prepayment of principal thereof and, in the case of Eurodollar
Loans, the length of each Interest Period with respect thereto, on the schedules
annexed to and constituting a part of this Note, and any such recordation shall,
in the absence of manifest error, constitute prima facie evidence of the
accuracy of the information so recorded, provided that the failure by the Lender
to make any such recordation on this Note (or any error in such recordation)
shall not affect any of the obligations of the Borrower under this Note or the
Credit Agreement.

         This Note is one of the Notes referred to in the Third Amended and
Restated Credit Agreement dated as of June 27, 2003 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement") among the undersigned, Cooperative Computing Holding Company, Inc.,
a Delaware corporation, the several lenders from time to time parties thereto,
and JPMorgan Chase Bank, as Administrative Agent, is entitled to the benefits
thereof, is secured as provided therein and is subject to optional and mandatory
prepayment in whole or in part as provided therein. Terms used herein which are
defined in the Credit Agreement shall have such defined meanings unless
otherwise defined herein or unless the context otherwise requires.

<PAGE>

         Upon the occurrence of anyone or more of the Events of Default
specified in the Credit Agreement, all amounts then remaining unpaid on this
Note shall become, or may be declared to be, immediately due and payable all as
provided therein.

         NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR ON THE
CREDIT AGREEMENT, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT PURSUANT TO AND IN
ACCORDANCE WITH THE REGISTRATION AND OTHER PROVISIONS OF SECTION 12.6 OF THE
CREDIT AGREEMENT .

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

                                     COOPERATIVE COMPUTING, INC.


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


                               Exhibit A - Page 2
<PAGE>

                                   SCHEDULE A
                                     TO NOTE

                         LOANS, CONVERSIONS AND PAYMENTS
                    WITH RESPECT TO ALTERNATE BASE RATE LOANS

<Table>
<Caption>
                          Amount of
                          Alternate Base       Amount of
                          Rate Loans Made      Alternate Base          Unpaid Principal
                          or Converted         Rate Loans Paid         Balance of
                          from Eurodollar      or Converted into       Alternate of Rate        Notation
Date                      Loans                Eurodollar Loans        Based Loans              Made By
----                      ---------------      -----------------       -----------------        --------
<S>                       <C>                  <C>                     <C>                      <C>




















</Table>



<PAGE>


                                   SCHEDULE B
                                     TO NOTE

                         LOANS, CONVERSIONS AND PAYMENTS
                        WITH RESPECT TO EURODOLLAR LOANS


<Table>
<Caption>
                          Amount of
                          Eurodollar Loans
                          Made or               Interest Period
                          Converted from        and Eurodollar          Unpaid Principal
                          Alternate Base        Rate with               Balance of             Notation
Date                      Rate Loan             Respect Thereto         Eurodollar Loans       Made By
----                      ----------------      ---------------         ----------------       --------
<S>                       <C>                   <C>                     <C>                    <C>
















</Table>


<PAGE>


                                  EXHIBIT B TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                            [FORM OF LETTER OF CREDIT
                           PARTICIPATION CERTIFICATE]

                                                              ___________, 200__

[Name of Participating Lender]
[Address of Participating Lender]

Dear Sirs:

         Pursuant to Section 3.4(a) of the Third Amended and Restated Credit
Agreement, dated as of June 27, 2003 (as the same may from time to time be
amended, amended and restated, supplemented or otherwise modified, the "Credit
Agreement"; unless otherwise defined herein, terms defined in the Credit
Agreement are used herein as therein defined), among Cooperative Computing,
Inc., Cooperative Computing Holding Company, Inc., the several lenders from time
to time parties thereto (the "Lenders") and JPMorgan Chase Bank, as
administrative agent for the Lenders thereunder, the undersigned hereby
acknowledges receipt from you on the date hereof of _________________________
DOLLARS ($[____]) as payment for a participating interest in the following
Letter of Credit and the Letter of Credit Application relating thereto:

               Letter of Credit No.:

               Issuance Date:

               Stated Amount:

               Beneficiary:

                                             Very truly yours,

                                             [ISSUING LENDER]

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



<PAGE>


                                  EXHIBIT C TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                       [FORM OF ASSIGNMENT AND ACCEPTANCE]

         Reference is made to the Third Amended and Restated Credit Agreement,
dated as of June 27, 2003 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among Cooperative
Computing, Inc., a Delaware corporation (the "Borrower"), Cooperative Computing
Holding Company, Inc., a Delaware corporation (the "Guarantor"), the several
lenders from time to time parties thereto (the "Lenders") and JPMorgan Chase
Bank, as administrative agent for the Lenders (in such capacity, the
"Administrative Agent"). Terms defined in the Credit Agreement are used herein
with the same meanings unless otherwise defined herein.

         ____________ (the "Assignor") and _____________ (the "Assignee") agree
as follows:

         1. The Assignor hereby irrevocably sells and assigns to the Assignee
without recourse to the Assignor, and the Assignee hereby irrevocably purchases
and assumes from the Assignor without recourse to the Assignor, as of the
Effective Date (as defined below), a percentage interest (the "Assigned
Interest") as set forth on Schedule 1 in and to the Assignor's Commitment and
other rights and obligations under the Credit Agreement (the "Assigned
Interest"), in a principal amount as set forth on Schedule 1.

         2. The Assignor (i) makes no representation or warranty and assumes no
responsibility with respect to any statements, warranties or representations
made in or in connection with the Credit Agreement or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Credit
Agreement, any other Loan Document or any other instrument or document furnished
pursuant thereto, other than that it is the legal and beneficial owner of the
interest being assigned by it hereunder, that it has not created any adverse
claim upon the interest being assigned by it hereunder and that such interest is
free and clear of any such adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower, the Guarantor, any of their Subsidiaries or any other obligor
for the performance or observance by the Borrower, the Guarantor, any of their
Subsidiaries or any other obligor of any of their respective obligations under
the Credit Agreement or any other Loan Document or any other instrument or
document furnished pursuant hereto or thereto; and (iii) attaches the Note held
by it and requests that the Administrative Agent exchange such Note for a new
Note payable to the Assignee in an amount which reflects the assignment being
made hereby and (if the Assignor has retained any portion of its rights and
obligations under Commitment) a new Note payable to the Assignor in an amount
which reflects the rights and obligations being retained by Assignor (and after
giving effect to any other assignments by Assignor, if any, which have become
effective on the Effective Date).

         3. The Assignee (i) represents and warrants that it is legally
authorized to enter into this Assignment and Acceptance; (ii) confirms that it
has received a copy of the Credit Agreement, together with copies of the
financial statements delivered pursuant to Section 5.1 thereof, the financial
statements delivered pursuant to Section 7.1 thereof, if any, and such other


<PAGE>

documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Acceptance; (iii) agrees
that it will, independently and without reliance upon the Assignor, the
Administrative Agent or any other Lender and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement, the
other Loan Documents or any other instrument or document furnished pursuant
hereto or thereto; (iv) appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement, the other Loan Documents or any other instrument or
document furnished pursuant hereto or thereto as are delegated to the
Administrative Agent by the terms thereof, together with such powers as are
incidental thereto; and (v) agrees that it will be bound by the provisions of
the Credit Agreement and will perform in accordance with its terms all the
obligations which by the terms of the Credit Agreement are required to be
performed by it as a Lender including, if it is organized under the laws of a
jurisdiction outside the United States, its obligation pursuant to Section 4.7
of the Credit Agreement to deliver the forms prescribed by the Internal Revenue
Service of the United States certifying as to the Assignee's exemption from
United States withholding taxes with respect to all payments to be made to the
Assignee under the Credit Agreement, or such other documents as are necessary to
indicate that all such payments are subject to such tax at a rate reduced by an
applicable tax treaty.

         4. The effective date of this Assignment and Acceptance shall be
___________, 200__ (the "Effective Date"). Following the execution of this
Assignment and Acceptance, it will be delivered to the Administrative Agent for
acceptance by it and recording by the Administrative Agent pursuant to Section
12.6(e) of the Credit Agreement, effective as of the Effective Date (which shall
not, unless otherwise agreed to by the Administrative Agent, be earlier than
five Business Days after the date of such acceptance and recording by the
Administrative Agent).

         5. Upon such acceptance and recording, from and after the Effective
Date, the Administrative Agent shall make all payments in respect of the
Assigned Interest (including payments of principal, interest, fees and other
amounts) to the Assignee whether such amounts have accrued prior to the
Effective Date or accrue subsequent to the Effective Date. The Assignor and the
Assignee shall make all appropriate adjustments in payments by the
Administrative Agent for periods prior to the Effective Date or with respect to
the making of this assignment directly between themselves.

         6. From and after the Effective Date, (i) the Assignee shall be a party
to the Credit Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Lender thereunder and under the
other Loan Documents and shall be bound by the provisions thereof and (ii) the
Assignor shall, to the extent provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Credit
Agreement except as otherwise provided in the Credit Agreement.

         7. This Assignment and Acceptance may be executed by one or more
parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument.


                               Exhibit C - Page 2
<PAGE>


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

IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the date first above written by their respective
duly authorized officers on Schedule 1 hereto.



                               Exhibit C - Page 3
<PAGE>

                Schedule 1 to Assignment and Acceptance relating
              to the Second Amended and Restated Credit Agreement,
                          dated as of December 3, 2002,
 among Cooperative Computing, Inc., Cooperative Computing Holding Company, Inc.,
     the several lenders from time to time parties thereto (the "Lenders"),
        and JPMorgan Chase Bank, as administrative agent for the Lenders

Name of Assignor:
Name of Assignee:

Effective Date of Assignment:

<Table>
<Caption>
                    Percentage of                                  Commitment
                 Assignor's Interest                          Percentage Assigned
                in Credit Facility       Principal Amount     (to at least fifteen
                     Assigned                Assigned               decimals)
                ---------------------    ----------------     --------------------
<S>                                      <C>                  <C>






</Table>


Accepted:

JPMORGAN CHASE BANK, as Administrative
Agent

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

                                            [ASSIGNOR]

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

                                            [ASSIGNEE]

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


<PAGE>


                                  EXHIBIT D TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                    [FORM OF OPINION OF COUNSEL TO BORROWER]

                          (See Attached Opinion Letter)



                               Exhibit D - Page 1
<PAGE>



                              _______________, 2003



The Administrative Agent and the Lenders
  party to the Credit Agreement referred to below

Ladies and Gentlemen:

                  We have acted as special counsel to Cooperative Computing,
Inc., a Delaware corporation (the "Borrower"), Cooperative Computing Holding
Company, Inc., a Delaware corporation ("Holdings" and together with the
Borrower, each a "Credit Party" and collectively the "Credit Parties"), and HM
Coop LLC, a Delaware limited liability company ("HM Coop"), in connection with
the preparation, authorization, execution and delivery of, and the consummation
of the transactions contemplated by the Third Amended and Restated Credit
Agreement, dated as of even date herewith (the "Credit Agreement"), among
Holdings, the Borrower, the lenders party thereto (the "Lenders"), and JPMorgan
Chase Bank, as administrative agent (the "Administrative Agent"). This opinion
is rendered to you pursuant to Section 6.1(l) of the Credit Agreement.
Capitalized terms defined in the Credit Agreement and used (but not otherwise
defined) herein are used herein as so defined.

                  In so acting, we have examined originals or copies (certified
or otherwise identified to our satisfaction) of the following: (a)(i) the Credit
Agreement, (ii) the Note dated as of the date hereof in favor of JPMorgan Chase
Bank and (iii) that certain Joinder and Supplemental Agreement (the "Joinder
Agreement") dated as of the date hereof, executed by and among the Borrower, HM
Coop and the Administrative Agent (the items listed in (a)(i) through (a)(iii)
are, collectively, the "Loan Documents"); and (b) such corporate records,
agreements, documents and other instruments, and such certificates or comparable
documents of public officials and of officers and representatives of the Credit
Parties, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.

                  In such examination, we have assumed the genuineness of all
signatures, the legal capacity of all natural persons, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as

<PAGE>

certified, conformed or photostatic copies and the authenticity of the originals
of such latter documents. As to all questions of fact material to these opinions
that have not been independently established, we have relied upon certificates
or comparable documents of officers and representatives of the Credit Parties
and upon the representations and warranties of the Credit Parties contained in
the Loan Documents. As used herein, "to our knowledge" and "of which we are
aware" mean the conscious awareness of facts or other information by any lawyer
in our firm actively involved in the transactions contemplated by the Loan
Documents or in the examinations referred to in this paragraph.

                  Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that:

                  1. Each Credit Party is a corporation validly existing and in
good standing under the laws of the State of Delaware and has all requisite
corporate power and authority to own, lease and operate its properties and to
carry on its business as now being conducted.

                  2. HM Coop is a limited liability company validly existing and
in good standing under the laws of the State of Delaware and has all requisite
limited liability company power and authority to own, lease and operate its
properties and to carry on its business as now being conducted.

                  3. Each Credit Party has all requisite corporate power and
authority to execute and deliver each Loan Document to which it is a party and
to perform its obligations thereunder. The execution, delivery and performance
by each Credit Party of each Loan Document to which it is a party has been duly
authorized by all necessary corporate action on the part of such Credit Party.
Each Credit Party has duly and validly executed and delivered each Loan Document
to which it is a party.

                  4. HM Coop has all requisite limited liability company power
and authority to execute and deliver each Loan Document to which it is a party
and to perform its obligations thereunder. The execution, delivery and
performance by HM Coop of each Loan Document to which it is a party has been
duly authorized by all necessary limited liability company action on the part of
HM Coop. HM Coop has duly and validly executed and delivered each Loan Document
to which it is a party.

                  5. Assuming the due authorization, execution and delivery
thereof by the parties thereto (other than Credit Parties and HM Coop), each of
the Loan Documents constitutes the legal, valid and binding obligation of each
of the Credit Parties and HM Coop which is a party thereto, enforceable against
such person in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws
affecting creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity), and except that (i)
rights to indemnification and contribution thereunder may be limited by federal
or state

<PAGE>

securities laws or public policy relating thereto, (ii) no opinion is expressed
with respect to any set-off provisions in any of the Loan Documents and (iii)
certain remedial provisions of the Guarantee and Collateral Agreement to which
HM Coop will become a party by virtue of the execution of the Joinder Agreement
are or may be unenforceable in whole or in part under the laws of the State of
New York, but the inclusion of such provisions does not affect the validity of
the Guarantee and Collateral Agreement, and the Guarantee and Collateral
Agreement contains adequate provisions for the practical realization of the
rights and benefits afforded thereby. No opinion is expressed as to the
attachment, perfection or priority of any liens granted pursuant to the
Guarantee and Collateral Agreement.

                  6. The execution and delivery by each Credit Party and HM Coop
of the Loan Documents to which it is a party and the performance by such person
of its obligations thereunder will not conflict with, constitute a default under
or violate (i) any of the terms, conditions or provisions of the certificate of
incorporation or certificate of formation, as applicable, and bylaws or limited
liability company agreement, as applicable, of such person (ii) any of the
terms, conditions or provisions of any material document, agreement or other
instrument to which such person is a party or by which it is bound of which we
are aware, (iii) any New York, Delaware corporate, limited liability company or
federal law or regulation (other than federal and state securities laws or blue
sky laws, as to which we express no opinion in this paragraph) or (iv) any
judgment, writ, injunction, decree, order or ruling of any court or governmental
authority binding on such person of which we are aware.

                  7. No consent, approval, waiver, license or authorization or
other action by or filing with any New York, Delaware corporate or limited
liability company or federal governmental authority is required in connection
with the execution and delivery by each of the Credit Parties or HM Coop, as
applicable, of the Loan Documents to which it is a party, the consummation by
such Credit Party or HM Coop, as applicable, of the transactions contemplated
thereby or the performance by such Credit Party, or HM Coop, as applicable, of
its respective obligations thereunder, except for (x) filings pursuant to
federal and state securities or blue sky laws and (y) filings in connection with
perfecting security interests, in each case, as to which we express no opinion
in this paragraph.

                  8. Except as set forth on Schedule 5.6 of the Credit
Agreement, to our knowledge, there is no litigation, proceeding or governmental
investigation of or before any arbitrator or Governmental Authority pending or
overtly threatened against any Credit Party, HM Coop or against any of their
respective properties or revenues (i) that relates to any of the transactions
contemplated by the Loan Documents or (ii) which would reasonably be expected to
have a material adverse effect on the business, assets or financial condition of
such Credit Party or HM Coop, as applicable.

                  9. None of the Credit Parties or HM Coop is an "investment
company" within the meaning of the Investment Company Act of 1940, as amended.

<PAGE>

                  10. The making of the extensions of credit under the Credit
Agreement does not violate Regulations T, U or X of the Board of Governors of
the Federal Reserve System.

                  The opinions expressed herein are limited to the laws of the
State of New York, the corporate and limited liability company laws of the State
of Delaware and the federal laws of the United States, and we express no opinion
as to the effect on the matters covered by this letter of the laws of any other
jurisdiction.

                  The opinions expressed herein are rendered solely for your
benefit and for the benefit of the Lenders in connection with the transactions
described herein. These opinions may not be used or relied upon by any other
person, nor may this letter or any copies thereof be furnished to a third party,
filed with a governmental agency, quoted, cited or otherwise referred to without
our prior written consent, except (i) as required by any Governmental Authority
or pursuant to legal process and (ii) that these opinions may be relied upon by,
and furnished to, any person that becomes a Lender pursuant to the Credit
Agreement.


                                         Very truly yours,

<PAGE>

                                  EXHIBIT E TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                         [FORM OF BORROWING CERTIFICATE]

             (See Exhibit E-1 for Form of Borrowing Certificate from
                          Cooperative Computing, Inc.)

       (See Exhibit E-2 for Form of Borrowing Certificate from Cooperative
                        Computing Holding Company, Inc.)

    (See Exhibit E-3 for Form of Borrowing Certificate for New Loans pursuant
                     to Section 6.2(c) of Credit Agreement)


<PAGE>

                                 EXHIBIT E-1 TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

           [FORM OF BORROWING CERTIFICATE-COOPERATIVE COMPUTING, INC.]

         Pursuant to Section 6.l(h) of the Third Amended and Restated Credit
Agreement dated as of June 27, 2003 among Cooperative Computing, Inc., a
Delaware corporation ("the Company"), Cooperative Computing Holding Company,
Inc., a Delaware corporation (the "Guarantor"), JPMorgan Chase Bank, as
Administrative Agent, and the several lenders from time to time parties thereto
(collectively, the "Lenders") (the "Agreement"; terms defined therein being used
herein as therein defined), the undersigned Senior Vice President of Finance and
Administration of the Company hereby certifies, in his capacity as such and not
individually, as follows:

1. The representations and warranties of the Company set forth in the Agreement
and each of the other Loan Documents to which the Company is a party or which
are contained in any certificate, document or financial or other statement
(other than projections and pro forma financial statements which shall have been
prepared in good faith and based upon reasonable assumptions) furnished by or on
behalf of the Company pursuant to or in connection with any Loan Documents are
true and correct, in all material respects, on and as of the date hereof with
the same effect as if made on the date hereof except for representations and
warranties stated to relate to a specific earlier date, in which case such
representations and warranties are true and correct, in all material respects,
as of such earlier date;

2. Exhibit I hereto sets forth all consents or authorizations of, filings with,
notices to or other acts by or in respect of, any Governmental Authority or any
other Person required in connection with the execution, delivery, performance,
validity or enforceability of, or the granting of any security interests under,
the Agreement, any of the Notes and the other Loan Documents, and such consents,
authorizations and filings are in full force and effect;

3. No Default or Event of Default has occurred and is continuing as of the date
hereof or after giving effect to the Loans to be made on the date hereof and/or
the issuance of any Letters of Credit to be issued on the date hereof;

4. Richard Rew, II is and at all times since September 30, 2002 has been, the
duly elected and qualified Secretary of the Company and his signature and the
signatures of other officers of the Company set forth on the incumbency
certificate for such officers below are such officers' true and genuine
signatures;

and the undersigned Secretary of the Company hereby certifies, in his capacity
as such and not individually, as follows:



                                      -21-
<PAGE>

5. There are no liquidation or dissolution proceedings pending or to my
knowledge threatened against the Company, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the
Company after the date hereof;

6. Attached hereto as Exhibit II is a correct and complete copy of resolutions
duly adopted by the Board of Directors of the Company dated as of June ___, 2003
authorizing (i) the execution, delivery and performance of the Agreement and the
other Loan Documents to which the Company is a party, (ii) the borrowings
contemplated thereunder and (iii) the transactions contemplated by the
Transactions; such resolutions have not in any way been amended, modified,
revoked or rescinded and have been in full force and effect since their adoption
to and including the date hereof and are now in full force and effect; such
resolutions are the only corporate proceedings of the Company now in force
relating to or affecting the matters referred to therein; attached hereto as
Exhibit III is a correct and complete copy of the By-Laws of the Company as in
effect at all times since May 13, 1999 to and including the date hereof, and
such By-Laws have not been amended, repealed, modified or restated; and attached
hereto as Exhibit IV is a correct and complete copy of the Certificate of
Incorporation of the Company as in effect at all times since March 18, 1997 to
and including the date hereof, and such Certificate of Incorporation has not
been amended, repealed, modified or restated;

7. The total aggregate amount of all fees and expenses incurred in connection
with the Transactions will not exceed the estimated amount of such fees and
expenses utilized by the Company in preparing the Pro Forma Balance Sheet and
the Pro Forma Statement of Operations described in Section 5.1(b) of the
Agreement.

8. As of the date hereof after giving effect to the Transactions, there does not
exist any Indebtedness of the Guarantor and its consolidated Subsidiaries
(including the Company), excluding Indebtedness incurred pursuant to the
Agreement and any Notes and Indebtedness permitted by Section 8.2 of the
Agreement.

9. The following persons are now duly elected and qualified officers of the
Company holding the offices indicated next to their respective names below, and
such officers have held such offices with the Company at all times since
September 30, 2002 to and including the date hereof, and the signatures
appearing opposite their respective names below are the true and genuine
signatures of such officers, and each of such officers is duly authorized to
execute and deliver on behalf of the Company, the Agreement, and the other Loan
Documents to which it is a party, and each of such officers is duly authorized
to execute and deliver on behalf of the Company any certificate or other
document to be delivered by the Company pursuant to the Loan Documents:

<Table>
<Caption>
         Name                   Office                                 Signature
         ----                   ------                                 ---------
<S>                             <C>                                    <C>
         Greg Petersen          Senior Vice President
                                of Finance and Administration          ---------------------------

         Richard Rew, II        General Counsel
                                and Secretary                          ---------------------------
</Table>


                              Exhibit E-1 - Page 2

<PAGE>

         IN WITNESS WHEREOF, the undersigned have hereunto set their names on
behalf of the Company and not individually.


COOPERATIVE COMPUTING, INC.



---------------------------------------   --------------------------------------
Name:  Greg Petersen                      Name:  Richard Rew, II
Title: Senior Vice President of Finance   Title: General Counsel and Secretary
       and Administration

Date:                               , 2003
         ---------------------------


                              Exhibit E-1 - Page 3
<PAGE>

                                 EXHIBIT E-2 TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

   [FORM OF BORROWING CERTIFICATE-COOPERATIVE COMPUTING HOLDING COMPANY, INC.]

         Pursuant to Section 6.l(h) of the Third Amended and Restated Credit
Agreement dated as of June 27, 2003 among Cooperative Computing, Inc., a
Delaware corporation ("the Company"), Cooperative Computing Holding Company,
Inc., a Delaware corporation (the "Guarantor"), JPMorgan Chase Bank, as
Administrative Agent, and the several lenders from time to time parties thereto
(collectively, the "Lenders") (the "Agreement"; terms defined therein being used
herein as therein defined), the undersigned Senior Vice President of Finance and
Administration of the Guarantor hereby certifies, in his capacity as such and
not individually, as follows:

1. The representations and warranties of the Guarantor set forth in the
Agreement and each of the other Loan Documents to which the Guarantor is a party
or which are contained in any certificate, document or financial or other
statement (other than projections and pro forma financial statements which shall
have been prepared in good faith and based upon reasonable assumptions)
furnished by or on behalf of the Guarantor pursuant to or in connection with any
Loan Documents are true and correct, in all material respects, on and as of the
date hereof with the same effect as if made on the date hereof except for
representations and warranties stated to relate to a specific earlier date, in
which case such representations and warranties are true and correct, in all
material respects, as of such earlier date;

2. Exhibit I hereto sets forth all consents or authorizations of, filings with,
notices to or other acts by or in respect of, any Governmental Authority or any
other Person required in connection with the execution, delivery, performance,
validity or enforceability of, or the granting of any security interests under,
the Agreement, any of the Notes and the other Loan Documents, and such consents,
authorizations and filings are in full force and effect;

3. No Default or Event of Default has occurred and is continuing as of the date
hereof or after giving effect to the Loans to be made on the date hereof and/or
the issuance of any Letters of Credit to be issued on the date hereof;

4. Richard Rew, II is and at all times since September 30, 2002 has been, the
duly elected and qualified Secretary of the Guarantor and his signature and the
signatures of other officers of the Guarantor set forth on the incumbency
certificate for such officers below are such officers' true and genuine
signatures;

and the undersigned Secretary of the Guarantor hereby certifies, in his capacity
as such and not individually, as follows:


<PAGE>

5. There are no liquidation or dissolution proceedings pending or to my
knowledge threatened against the Guarantor, nor has any other event occurred
adversely affecting or threatening the continued corporate existence of the
Guarantor after the date hereof;

6. Attached hereto as Exhibit II is a correct and complete copy of resolutions
duly adopted by the Board of Directors of the Guarantor dated as of June ___,
2003 authorizing (i) the execution, delivery and performance of the Agreement
and the other Loan Documents to which the Guarantor is a party, (ii) the
borrowings contemplated thereunder and (iii) the transactions contemplated by
the Transactions; such resolutions have not in any way been amended, modified,
revoked or rescinded and have been in full force and effect since their adoption
to and including the date hereof and are now in full force and effect; such
resolutions are the only corporate proceedings of the Guarantor now in force
relating to or affecting the matters referred to therein; attached hereto as
Exhibit III is a correct and complete copy of the By-Laws of the Guarantor as in
effect at all times since May 26, 1999 to and including the date hereof, and
such By-Laws have not been amended, repealed, modified or restated; and attached
hereto as Exhibit IV is a correct and complete copy of the Amended and Restated
Certificate of Incorporation of the Guarantor to be effective as of June 27,
2003, and such Amended and Restated Certificate of Incorporation has not been
(and will not be) amended, repealed, modified or restated;

7. The total aggregate amount of all fees and expenses incurred in connection
with the Transactions will not exceed the estimated amount of such fees and
expenses utilized by the Company in preparing the Pro Forma Balance Sheet and
the Pro Forma Statement of Operations described in Section 5.1(b) of the
Agreement.

8. As of the date hereof after giving effect to the Transactions, there does not
exist any Indebtedness of the Guarantor and its consolidated Subsidiaries
(including the Company), excluding Indebtedness incurred pursuant to the
Agreement and any Notes and Indebtedness permitted by Section 8.2 of the
Agreement.

9. The following persons are now duly elected and qualified officers of the
Guarantor holding the offices indicated next to their respective names below,
and such officers have held such offices with the Guarantor at all times since
September 30, 2002 to and including the date hereof, and the signatures
appearing opposite their respective names below are the true and genuine
signatures of such officers, and each of such officers is duly authorized to
execute and deliver on behalf of the Guarantor, the Agreement, and the other
Loan Documents to which it is a party, and each of such officers is duly
authorized to execute and deliver on behalf of the Guarantor any certificate or
other document to be delivered by the Guarantor pursuant to the Loan Documents:

<Table>
<Caption>
Name                   Office                                 Signature
----                   ------                                 ---------
<S>                    <C>                                    <C>
Greg Petersen          Senior Vice President
                       of Finance and Administration          ---------------------------

Richard Rew, II        General Counsel
                       and Secretary                          ---------------------------
</Table>



                              Exhibit E-2 - Page 2
<PAGE>

         IN WITNESS WHEREOF, the undersigned have hereunto set their names on
behalf of the Guarantor and not individually.


COOPERATIVE COMPUTING HOLDING COMPANY, INC.



---------------------------------------   --------------------------------------
Name:  Greg Petersen                      Name:  Richard Rew, II
Title: Senior Vice President of Finance   Title: General Counsel and Secretary
       and Administration

Date:                               , 2003
         ---------------------------



                              Exhibit E-2 - Page 3
<PAGE>

                                 EXHIBIT E-3 TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

    [FORM OF BORROWING CERTIFICATE FOR NEW LOANS PURSUANT TO SECTION 6.2 (C)]

         Date: ______________, _____

To:      JPMORGAN CHASE BANK, as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Third Amended and Restated Credit
Agreement, dated as of June 27, 2003 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the "Credit
Agreement;" the terms defined therein being used herein as therein defined),
among Cooperative Computing, Inc. ("Borrower"), Cooperative Computing Holding
Company, Inc. ("Guarantor"), Lenders from time to time party thereto, and
JPMORGAN CHASE BANK ("Administrative Agent").

         The undersigned hereby requests a borrowing of new Loans (see completed
and attached Schedule I):

         1. On _____________ (a Business Day).

         2. In the amount of $___________________.

         3. Comprised of ________________________.
            [Type of Loans requested]

         4. For Eurodollar Loans: with an Interest Period of ________ months.

         The Loans requested herein comply with Article 2 of the Credit
Agreement. The representations and warranties made by the Borrower or by any
other person in the Credit Agreement and the other Loan Documents are true and
correct on and as of this date as though made on this date, and no Event of
Default has occurred and is continuing under the Credit Agreement.


                                            COOPERATIVE COMPUTING, INC.

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


<PAGE>


                                   SCHEDULE I

                          NOTICE OF REQUESTED BORROWING

                            [Letterhead of Borrower]


VIA FACSIMILE NO. (512) 479-2211

JPMorgan Chase Bank
700 Lavaca, 2nd Floor
Austin, TX 78701

Attn:  Steve Prichett

RE:   REQUEST FOR LOAN

Gentlemen:

         This letter confirms our oral or telephonic request of__________, 200_,
for Loans in accordance with the terms of Section 2.3 of the Credit Agreement.

         The proposed Loans are to be in the aggregate amount of $_______ and
are to be made on ___________, 200_. The loans will be: (check one) an Alternate
Base Rate Loan; a Eurodollar Loan. The Interest Period will be: ___________. The
proceeds of the proposed Loans should be (check one:) deposited into account
number _____________ with JPMorgan Chase Bank disbursed via wire transfer to
(Bank) ______________ABA routing ________________, account number____________,
in the name of ______________.

         The undersigned hereby certifies that:

         (1) The representations and warranties made by the Borrower or by any
                  other person in the Credit Agreement and the other Loan
                  Documents are true and correct on and as of this date as
                  though made on this date.

         (2) The proposed Loans comply with all the applicable provisions of the
                  Credit Agreement.

         (3) No Event of default has occurred and is continuing under the Credit
                  Agreement.

         (4) The proceeds of the Loans will be used for: ______________________.

         Thank you for your attention to this matter.

                                                    Very truly yours,

                                                    Cooperative Computing, Inc.

                                                    By:
                                                        ------------------------
                                                    Name:
                                                          ----------------------
                                                    Title:
                                                           ---------------------
<PAGE>

                                  EXHIBIT F TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                            REVOLVING CREDIT FACILITY
                           BORROWING BASE CERTIFICATE

<Table>
<Caption>
Cooperative Computing, Inc. (the "Borrower")                     PERIOD ENDED
                                                                 ------------
<S>                                                            <C>                                  <C>
GROSS ACCOUNTS RECEIVABLE OF BORROWER:                         $
                                                               ----------------

Ineligibles (detailed on attached schedule)                    $
                                                               ----------------

Eligible Accounts Receivables ("A/R")                          $
                                                               ----------------

A/R Advance Rate                                                         80.00%
                                                               ----------------

Availability with respect to Eligible Accounts Receivables     $
                                                               ================

Facility                                                                                            $    15,000,000

BORROWING BASE                                                                                      $
                                                                                                    ===============
Less: Letters of Credit
Less: Revolving Credit Loans                                                                        $(            )
                                                                                                    ---------------

AVAILABILITY                                                                                        $
                                                                                                    ===============
</Table>


This Borrowing Base Certificate is delivered by the Borrower to JPMorgan Chase
Bank, in its capacity as Administrative Agent, pursuant to that certain Third
Amended and Restated Credit Agreement dated as of June 27, 2003 (as hereafter
amended, modified or restated, the "Credit Agreement") among the Borrower,
Cooperative Computing Holding Company, Inc., Administrative Agent and the
Lenders defined therein. Terms defined by the Credit Agreement are incorporated
herein by reference where applicable. The Borrower represents and certifies that
all existing Accounts Receivable, referenced above for inclusion in the
Borrowing Base, represent Eligible Accounts Receivable in accordance with the
definitions set forth in the Credit Agreement. In the event of any conflict
between the terms of this Borrowing Base Certificate and the Credit Agreement,
the terms of the Credit Agreement shall control.

                                 Cooperative Computing, Inc.

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






<PAGE>
                                   SCHEDULE I
                                       TO
                           BORROWING BASE CERTIFICATE

                              ACCOUNTS RECEIVABLE


<Table>
<S>     <C>                                                                                           <C>
1.      Gross Accounts Receivable of Borrower .......................................                 $
                                                                                                       -------------
2.      Accounts Receivable Aging:                                                                          attached
                                                                                                       -------------
3.      Less:  Ineligible Accounts Receivable (determined pursuant to the definition
        of Eligible Accounts Receivables in the Credit Agreement, without
        duplication)

        (a)     Accounts Receivable more than 90 days past date of invoice..........                  $
                                                                                                       -------------
        (b)     Accounts Receivable where Account Debtor has failed to pay 25% or
                more of the aggregate amount of its Accounts Receivable within 90
                days of the date of invoice (but only to the extent not supported by
                satisfactory credit insurance or letter of credit)...................                 $
                                                                                                       -------------
        (c)     Accounts Receivable subject to 10% concentration limitation (but
                only to the extent such Accounts Receivable exceed such 10%
                concentration limitation)............................................                 $
                                                                                                       -------------
        (d)     Accounts Receivable that do not represent completed bona fide
                transactions.........................................................                 $
                                                                                                       -------------
                (except customary advance billings for support, professional and
                information services not to exceed $7,500,000 in the aggregate of
                the total Borrowing Base at any time)................................                $(             )
                                                                                                       -------------
        (e)     Accounts Receivable not evidenced by invoice or other acceptable
                documentation or not invoiced in a timely manner ....................                 $
                                                                                                       -------------
        (f)     Accounts Receivable evidenced by chattel paper or instruments
                (unless delivered and endorsed to Administrative Agent)..............                 $
                                                                                                       -------------
        (g)     Accounts Receivable that are not valid, legally enforceable
                obligations of the Account Debtor or which are subject to any
                offset, counterclaim, deduction, chargeback or other defense,
                claim, or dispute on the part of such Account Debtor (but only
                to the extent of such offset, counterclaim, deduction,
                chargeback or other defense, claim, or dispute)......................                 $
                                                                                                       -------------
        (h)     Accounts Receivable that are subject to any sale of accounts or
                any rights of offset or Lien(other than Liens in favor of, or
                otherwise acceptable to the Administrative Agent in its
                discretion) (but only to the extent of such sale, offset or lien)....                 $
                                                                                                       -------------
</Table>


<PAGE>

<Table>
<S>     <C>                                                                                           <C>
        (i)     Accounts Receivable owed by a Subsidiary, Affiliate or foreign
                account debtor (but only to the extent not supported by an
                acceptable letter of credit or insurance)............................                 $
                                                                                                       -------------
        (j)     Accounts Receivable from sales on consignment, bill and hold,
                guaranteed, unbilled, progress billings, payable at a future
                date, subject to retainage or holdback or insured by a surety
                company..............................................................                 $
                                                                                                       -------------
        (k)     Accounts Receivable owed by the U.S. Federal Government or any state
                or political subdivision unless the applicable assignment of claims
                laws shall have been complied with...................................                 $
                                                                                                       -------------
        (l)     Accounts Receivable owed by Account Debtors subject to bankruptcy or
                that are insolvent, dead, dissolved, etc.............................                 $
                                                                                                       -------------
        (m)     Accounts Receivable having a significant or material risk of payment
                of any material portion, as determined by the Administrative Agent
                in its reasonable discretion.........................................                 $
                                                                                                       -------------
4.      Total Ineligible Accounts Receivable (total of 3(a) through (m)).............                 $(            )
                                                                                                       -------------

5.      Total Eligible Accounts Receivable Borrower (total of 1 minus 4).............                 $
                                                                                                       =============
</Table>
<PAGE>

                                  EXHIBIT G TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT


                                    EXHIBIT G

               INTEREST OPTION CONVERSION/CONTINUATION CERTIFICATE

         Date: ______________, _____

To:      JPMORGAN CHASE BANK, as Administrative Agent

Ladies and Gentlemen:

         Reference is made to that certain Third Amended and Restated Credit
Agreement, dated as of June 27, 2003 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the "Credit
Agreement;" the terms defined therein being used herein as therein defined),
among Cooperative Computing, Inc. ("Borrower"), Cooperative Computing Holding
Company, Inc. ("Guarantor"), Lenders from time to time party thereto, and
JPMORGAN CHASE BANK ("Administrative Agent").

         The undersigned hereby requests a conversion or continuation of
existing Loans as follows:

         1.       On _____________ (a Business Day), the last day of the current
                  Interest Period for such existing Loans.

         2.       In the amount of $___________________.

         3.       Comprised of ________________________.
                  [Type of Loans requested]

         4.       For Eurodollar Loans: with an Interest Period of ________
                  months.


         The Loans requested herein comply with Article 2 of the Credit
Agreement. No Event of Default has occurred and is continuing under the Credit
Agreement.


                                            COOPERATIVE COMPUTING, INC.

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



<PAGE>


                                  EXHIBIT H TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                       [FORM OF MONTHLY OPERATION REPORT]



COOPERATIVE COMPUTING, INC.
CONSOLIDATED MONTHLY OPERATING STATEMENT

<Table>
<S>                                                            <C>
Revenue:
   Automotive

   Hardlines

   Other

   Total
                                                               -------------
Cost of Sales
                                                               -------------
Gross Margin
                                                               -------------
Expenses:
   Selling, General and Administrative

   Product Development

   Total
                                                               -------------
Operating Income
                                                               -------------
Interest and Other Income (Expenses)

Income before tax and amortization of purchase intangibles
                                                               -------------
Amortization of purchase intangibles
                                                               -------------
Income before tax
                                                               =============
</Table>


                               Exhibit H - Page 2

<PAGE>


CONSOLIDATED MONTHLY BALANCE SHEET

<Table>
<S>                                               <C>
ASSETS
   Current Assets

      Cash

      Trade Receivable

      Investment in Leases

      Inventory

      Prepaids and Other
   Total Current Assets
                                                  -------------
   Service Parts

   Equipment and Furnishings

   Investment in Leases

   Capitalized Software

   Data Bases and Other Assets

   Other Assets

   Purchase Goodwill


   Total Assets
                                                  =============

LIABILITIES
   Current Liabilities

      Bank Debt

      Trade Payables

      Accrued Expenses

      Deferred Taxes

      Other Liabilities
   Total Current Liabilities
                                                  -------------
   Long-term Debt
</Table>


                               Exhibit H - Page 3
<PAGE>

<Table>
<S>                                               <C>
   Deferred Taxes

   Other Liabilities

SHAREHOLDERS' EQUITY
   Common Stock

   Paid in Capital

   Retained Earnings

   Total Shareholders' Equity
                                                  -------------
TOTAL LIABILITIES & EQUITY
                                                  =============
</Table>


                               Exhibit H - Page 4

<PAGE>


                                     ANNEX A

I.       Cooperative Computing, Inc. (fka Triad Systems Corporation)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                                       ORIGINAL
                                                                                                         FILE
                                                                                                        NUMBER
            JURISDICTION                          DEBTOR                SECURED PARTY                  AND DATE
------------------------------------------------------------------------------------------------------------------
<S>                   <C>                  <C>                        <C>                            <C>
California            Secretary of State   Cooperative Computing,     IBM Corp.                       89-324228
                           ("SOS")         Inc. (fka Triad Systems                                    12/21/89
                                           Corporation)                                              cont. 7/25/94
                                           ("CCI")
------------------------------------------------------------------------------------------------------------------
California                  SOS            CCI                        Tucker Leasing Capital          92-039310
                                                                      Corporation                      3/2/92
------------------------------------------------------------------------------------------------------------------
California                  SOS            CCI                        NYSE Technology                 92-161331
                                                                      Inc.                             7/27/92
------------------------------------------------------------------------------------------------------------------
California                  SOS            CCI                        Pitney Bowes Credit             93-023578
                                                                      Corporation ("Pitney             2/2/93
                                                                      Bowes")
------------------------------------------------------------------------------------------------------------------
California                  SOS            CCI                        Pitney Bowes                    94-026105
                                                                                                       2/9/94
------------------------------------------------------------------------------------------------------------------
California                  SOS            CCI                        Comerica Bank                   92150520
                                                                      California                       7/13/92

                                                                                                         cont.
                                                                                                      97129C0173
                                                                                                       5/18/97

                                                                                                        change
                                                                                                      97129C0180
                                                                                                       5/8/97

------------------------------------------------------------------------------------------------------------------
California                  SOS            CCI                        Pitney Bowes                    94-075557
                                                                                                       4/18/94
------------------------------------------------------------------------------------------------------------------
California                  SOS            CCI                        Pitney Bowes                    94-27760540
                                                                                                       9/16/94
------------------------------------------------------------------------------------------------------------------
California                  SOS            CCI                        Pitney Bowes                    94-27760548
                                                                                                       9/16/94
------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                       ORIGINAL
                                                                                                         FILE
                                                                                                        NUMBER
            JURISDICTION                   DEBTOR                         SECURED PARTY                AND DATE
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>                        <C>                             <C>
California                   SOS            CCI                       Hewlett-Packard Company         94-28760118
                                                                      ("Hewlett-Packard")              9/23/94
-----------------------------------------------------------------------------------------------------------------
California                   SOS            CCI                       Hewlett-Packard                 94-33660947
                                                                                                       11/10/94
-----------------------------------------------------------------------------------------------------------------
California                   SOS            CCI                       The CIT Group/ Equipment        94-35060306
                                                                      Financing INC.                   12/14/94

                                                                                                        assign.
                                                                                                      95059C0302
                                                                                                       2/23/95

                                                                                                        amend.
                                                                                                      95074C0141
                                                                                                       2/23/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS            CCI                       Hewlett-Packard                 95-02061166
                                                                                                       1/19/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS            CCI                       Pitney Bowes                    95-02461017
                                                                                                       1/13/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS            CCI                       Pitney Bowes                    95-02461021
                                                                                                       1/13/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS            CCI                       Hewlett-Packard                 95-08060114
                                                                                                       3/17/95
-----------------------------------------------------------------------------------------------------------------
California                 Alameda          CCI                       The Variable Annuity            88-215554
                           County                                     Life Insurance Company           8/24/88
                                                                      ("VALIC")                        amended
                                                                                                      90137374
                                                                                                       5/17/90
                                                                                                        cont.
                                                                                                      93070535
                                                                                                       3/3/93
-----------------------------------------------------------------------------------------------------------------
California                 Alameda          CCI                       Tucker Leasing Capital          92074282
                           County                                     Corp.                            3/1/92
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                       ORIGINAL
                                                                                                         FILE
                                                                                                        NUMBER
            JURISDICTION                           DEBTOR                  SECURED PARTY               AND DATE
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>                        <C>                             <C>
California                   SOS           Triad Systems Financial    BA Credit Corp.                 91089641
                                           Corporation                ("BA Credit"), as                4/23/91
                                           ("Triad Financial")        assignee of SPCC, Inc.
                                                                                                       amend.
                                                                                                      91089641A0
                                                                                                       12/16/91

                                                                                                        cont.
                                                                                                      96024C0019
                                                                                                       1/22/96

                                                                                                       SP amend.
                                                                                                      96024C0021
                                                                                                       1/22/96
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    91-217840
                                                                                                       10/7/91

                                                                                                        cont.
                                                                                                      96207C0133
                                                                                                       7/23/96
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial                                            91-234308
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Sanwa Business Credit           92-027874
                                                                      Corp. ("Sanwa")                  2/13/92

                                                                                                        amend.
                                                                                                      95284C0588
                                                                                                       10/6/95

                                                                                                        cont.
                                                                                                      96344C0103
                                                                                                       12/6/96
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial and        Pitney Bowes                    92-060274
                                           Orleans Leasing                                             3/25/92
                                           Corporation ("Orleans")
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                       ORIGINAL
                                                                                                         FILE
                                                                                                        NUMBER
            JURISDICTION                       DEBTOR                    SECURED PARTY                 AND DATE
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>                        <C>                             <C>
California                   SOS           Triad Financial            Metlife Capital Corp.           92-112690
                                                                      ("Metlife")                      5/21/92

                                                                                                        cont.
                                                                                                      97121C0406
                                                                                                       4/30/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    92-120492
                                                                                                       6/1/92

                                                                                                        cont.
                                                                                                     97045C0317
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    92-132964
                                                                                                       6/15/92

                                                                                                        cont.
                                                                                                      97045C0321
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    92-152354
                                                                                                       7/13/92
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    92-158147
                                                                                                       7/20/92
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    92-174635
                                                                                                       8/10/92
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    92-174637
                                                                                                       8/10/92
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    92-231407
                                                                                                       10/27/92
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    92-231408
                                                                                                       10/27/92
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    93-027569
                                                                                                       2/8/93
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Norwest Equipment Finance       93-093998
                                                                      Inc. ("Norwest")                 5/14/93
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    93-123772
                                           and Orleans                                                 6/18/93
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                       ORIGINAL
                                                                                                         FILE
                                                                                                        NUMBER
            JURISDICTION                       DEBTOR                    SECURED PARTY                 AND DATE
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>                        <C>                             <C>
California                   SOS           Triad Financial            Metlife                         93-156720
                                                                                                       8/6/93
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    93-197741
                                                                                                       9/28/93
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Mitsui Vendor Leasing           93-249887
                                                                      USA Inc.                         12/13/93

                                                                                                       amend.
                                                                                                      93249887A0
                                                                                                       5/4/94
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    93-260659
                                                                                                       12/27/93
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    94-089964
                                                                                                       5/6/94
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    94-146-781
                                                                                                       7/19/94
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    9428760477
                                                                                                       9/23/94
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Heller Financial, Inc.          9460060363
                                                                      ("Heller")                       10/3/94
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial                                            9501960313
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    9502060025
                                                                                                       1/6/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                   9502060054
                                                                                                       1/6/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                   9502461084
                                                                                                       1/13/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                   9508961240
                                                                                                       3/27/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Metlife                        9511860113
                                                                                                       4/26/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                   9521360630
                                                                                                       7/28/95
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                       ORIGINAL
                                                                                                         FILE
                                                                                                        NUMBER
            JURISDICTION                       DEBTOR                     SECURED PARTY                AND DATE
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>                        <C>                             <C>
California                   SOS           Triad Financial            Pitney Bowes                    9527660996
                                                                                                       10/2/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    9610760260
                                                                                                       4/15/96
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Metlife                         96-12961091
                                                                                                        5/7/96
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Heller                          96-23260609
                                                                                                        8/19/96
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Heller                          96-27161027
                                                                                                        9/27/96
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Newcourt Financial USA,         96-33260805
                                                                      Inc. ("Newcourt"), as            11/26/96
                                                                      assignee of Heller               assign.
                                                                                                      96332C0547
                                                                                                       11/26/96
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Newcourt                        97-00360134
                                                                                                        1/2/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            The First National Bank         95-27161057
                                                                      of Boston                         9/26/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Newcourt                        97-00360139
                                                                                                       1/2/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           CCI                        The CIT Group Equipment         ASSIGNMENT
                                                                      Financing, Inc.                 95059C0302

                                                                                                      AMENDMENT
                                                                                                      95074C0141
                                                                                                       2/23/95
-----------------------------------------------------------------------------------------------------------------
California                   SOS           CCI                        The Chase Manhattan Bank        9706960250
                                                                      ("Chase")                         3/7/97
-----------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                                       ORIGINAL
                                                                                                         FILE
                                                                                                        NUMBER
            JURISDICTION                       DEBTOR                     SECURED PARTY                AND DATE
-----------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>                        <C>                             <C>
California                   SOS           CCI                        Hewlett-Packard Company         9710260001
                                                                      Finance and Remarketing           4/7/97
                                                                      Division ("H-PCF&RD")
-----------------------------------------------------------------------------------------------------------------
California                   SOS           CCI                        H-PCF&RD                        9716260413
                                                                                                        6/9/97
-----------------------------------------------------------------------------------------------------------------
Texas                        SOS           CCI                        Chase                           97-00040291
                                                                                                        3/7/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Heller                          9705061021
                                                                                                       2/18/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Chase                           9706960282
                                                                                                        3/7/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Heller                          9714960531
                                                                                                       5/23/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Pitney Bowes                    9718360490
                                                                                                       6/30/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Heller                          9718460037
                                                                                                        7/1/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Heller                          9727960812
                                                                                                       10/1/97
-----------------------------------------------------------------------------------------------------------------
California                   SOS           Triad Financial            Mellon US                       9728161028
                                                                                                       10/7/97
-----------------------------------------------------------------------------------------------------------------
Texas                        SOS           Triad Financial            Chase                           97-0004289
                                                                                                        7/7/97
-----------------------------------------------------------------------------------------------------------------
</TABLE>