EXHIBIT 10(f)

RECEIVABLES
SALE AND CONTRIBUTION AGREEMENT

Dated
as of March 28, 2002

by
and between

K2 INC.
AS PARENT GUARANTOR,

THE
ENTITIES PARTY HERETO
AS ORIGINATORS

and

K2
FINANCE COMPANY, LLC
AS BUYER

---

TABLE OF CONTENTS

|                                                        |               |    |                                                          | Page
|------------------------------------------------------- | ------------- | -- | -------------------------------------------------------- | ----
|ARTICLE I    DEFINITIONS AND INTERPRETATION             |               | 1 
|                                                        | Section 1.01. |    | Definitions                                              |     
|                                                        | Section 1.02. |    | Rules of Construction                                    |     
|ARTICLE II    TRANSFERS OF RECEIVABLES                  |               | 1 
|                                                        | Section 2.01. |    | Agreement to Transfer                                    |     
|                                                        | Section 2.02. |    | Grant of Security Interest                               |     
|ARTICLE III    CONDITIONS PRECEDENT                     |               | 3 
|                                                        | Section 3.01. |    | Conditions to Initial Transfer                           |     
|                                                        | Section 3.02. |    | Conditions to all Transfers                              |     
|ARTICLE IV    REPRESENTATIONS, WARRANTIES AND COVENANTS |               | 4 
|                                                        | Section 4.01. |    | Representations and Warranties of the Originators        |     
|                                                        | Section 4.02. |    | Affirmative Covenants of the Originators                 |     
|                                                        | Section 4.03. |    | Negative Covenants of the Originators                    |     
|                                                        | Section 4.04. |    | Breach of Representations, Warranties or Covenants       |     
|ARTICLE V    INDEMNIFICATION                            |               | 17
|                                                        | Section 5.01. |    | Indemnification                                          |     
|ARTICLE VI    BUYER LOANS                               |               | 19
|                                                        | Section 6.01. |    | Buyer Loans                                              |     
|                                                        | Section 6.02. |    | Notices Relating to Buyer Loans                          |     
|                                                        | Section 6.03. |    | Disbursement of Loan Proceeds                            |     
|                                                        | Section 6.04. |    | The Originator Note                                      |     
|                                                        | Section 6.05. |    | Principal Repayments                                     |     
|                                                        | Section 6.06. |    | Interest                                                 |     
|                                                        | Section 6.07. |    | Receipt of Payments                                      |     
|                                                        | Section 6.08. |    | Separateness of Buyer Loans From Transfer of Receivables |     
|                                                        | Section 6.09. |    | Dividends                                                |     
|ARTICLE VII    COLLATERAL SECURITY                      |               | 19
|                                                        | Section 7.01. |    | Security Interest                                        |     
|                                                        | Section 7.02. |    | Other Collateral; Rights in Receivables                  |     

i

---

|ARTICLE VIII    MISCELLANEOUS |               | 20
|----------------------------- | ------------- | --
|                              | Section 8.01. |   
|                              | Section 8.02. |   
|                              | Section 8.03. |   
|                              | Section 8.04. |   
|                              | Section 8.05. |   
|                              | Section 8.06. |   
|                              | Section 8.07. |   
|                              | Section 8.08. |   
|                              | Section 8.09. |   
|                              | Section 8.10. |   
|                              | Section 8.11. |   
|                              | Section 8.12. |   
|                              | Section 8.13. |   
|                              | Section 8.14. |   

INDEX OF APPENDICES

|Exhibit 2.01(a)  |  | Form of Receivables Assignment                                
|---------------- |  | --------------------------------------------------------------
|Exhibit 2.01(b)  |  | Form of Request Notice                                        
|Exhibit A        |  | Form of Parent Guaranty                                       
|Exhibit B        |  | Form of Originator Guaranty                                   
|Schedule 4.01(a) |  | Jurisdictions of Incorporation/Organization                   
|Schedule 4.01(b) |  | Executive Offices; Collateral Locations; Corporate Names      
|Schedule 4.01(d) |  | Litigation                                                    
|Schedule 4.01(h) |  | Ventures, Subsidiaries and Affiliates; Outstanding Stock; Debt
|Schedule 4.01(i) |  | Tax Matters                                                   
|Schedule 4.01(j) |  | Intellectual Property                                         
|Schedule 4.01(m) |  | ERISA                                                         
|Schedule 4.01(t) |  | Deposit and Disbursement Accounts                             
|Schedule 4.02(g) |  | Trade Names                                                   
|Schedule 4.03(b) |  | Existing Liens                                                
|Annex X          |  | Definitions                                                   
|Annex 4.03(l)    |  | Financial Covenants                                           
|Annex Y          |  | Schedule of Documents                                         
|Annex Z          |  | Parent Revolver                                               

ii

---

THIS RECEIVABLES SALE AND CONTRIBUTION AGREEMENT (as amended, supplemented or otherwise modified and in effect from time to time, this
"Agreement") is entered into as of March 28, 2002, by and among K2 FINANCE COMPANY, LLC, a Delaware limited liability company (the
"Buyer"), K2 INC., a Delaware corporation, in its capacity as "Parent Guarantor" ("Parent
Guarantor"), and each of the subsidiaries of Parent Guarantor, listed on the signature pages hereto as an "Originator" (each an
"Originator").

RECITALS

A.    The
Originators, together with K2 Receivables Corporation, a Delaware corporation (the "SPC"), own all of the outstanding
membership interests of Buyer.

B.    Buyer
has been formed for the sole purpose of purchasing, or otherwise acquiring by capital contribution, and reselling to the Purchasers (as defined below), all
Receivables (as defined below) originated by the Originators.

C.    Each
Originator intends to sell, and Buyer intends to purchase, all Receivables originated by such Originator, from time to time, as described herein.

D.    In
addition, each Originator may, from time to time, contribute capital to Buyer in the form of Contributed Receivables (as defined below) or cash.

E.    Parent
Guarantor is the parent of each Originator and as such will receive direct and indirect economic benefits from the sale of the trade receivables described in Recital C.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS AND INTERPRETATION

Section 1.01.Definitions.Capitalized terms used and not otherwise defined herein shall have the
meanings ascribed to them inAnnex X.

Section 1.02.Rules of Construction.For purposes of this Agreement, the rules of construction set forth
inAnnex Xshall govern. All Appendices hereto, or expressly identified to this Agreement, are incorporated herein by reference and, taken
together with this Agreement, shall constitute but a single agreement.

ARTICLE II
TRANSFERS OF RECEIVABLES

Section 2.01.Agreement to Transfer.

(a)Receivables Transfers.Subject to the terms and conditions hereof, each Originator agrees to sell (without
recourse except to the extent specifically provided herein) or contribute to Buyer on the Closing Date and on each Business Day thereafter until the occurrence of the Facility Termination Date (each
such date, a "Transfer Date") all Receivables owned by it on each such Transfer Date, and Buyer agrees to purchase or acquire as a capital contribution
all such Receivables on each such Transfer Date. Each such Transfer shall be evidenced by a certificate of assignment substantially in the form of Exhibit 2.01(a)(each, a "Receivables Assignment," and collectively, the
"Receivables Assignments"), and each Originator and Buyer shall execute and deliver a Receivables Assignment on or before the Closing Date.

(b)Determination of Sold Receivables.On and as of each Transfer Date, all Receivables owned by each Originator
and not previously acquired by Buyer shall be identified for sale to Buyer such that

---

the Sale Price to be paid by Buyer therefor does not exceed the amount of cash available to Buyer for the payment thereof (each such Receivable identified for sale, individually, a
"Sold Receivable" and, collectively, the "Sold Receivables"). The Sold Receivables will be identified by
reference to the General Trial Balance of each Originator.

(c)Payment of Purchase Price.In consideration for each Sale of Sold Receivables hereunder, Buyer shall pay to
the Originator thereof on the Transfer Date therefor the Sale Price therefor in Dollars in immediately available funds. All such payments by Buyer under this Section 2.01(c)shall be effected by
means of a wire transfer on the day when due to such account or accounts as the applicable Originator may
designate.

(d)Determination of Contributed Receivables.To the extent that, on and as of any Transfer Date, Receivables
owned by any Originator which do not constitute Sold Receivables pursuant toSection 2.01(b)then such Originator shall, unless it has delivered
an Election Notice (as defined below) to Buyer, contribute such Receivables to Buyer as a capital contribution (each such contributed Receivable, individually, a "Contributed
Receivable," and collectively, the "Contributed Receivables"). If any Originator elects not to contribute Receivables to Buyer
on any Transfer Date, or if any Receivables eligible for sale and owned by such Originator are not sold on any Transfer Date, such Originator shall deliver to Buyer not later than 5:00 p.m.
(New York time) on the Business Day immediately preceding such Transfer Date a notice of election thereof (each such notice, an "Election Notice").

(e)Ownership of Transferred Receivables.On and after each Transfer Date and after giving effect to the
Transfers to be made on each such date, Buyer shall own the Transferred Receivables and no Originator shall take any action inconsistent with such ownership nor shall any Originator claim any
ownership interest in such Transferred Receivables.

(f)Reconstruction of General Trial Balance.If at any time any Originator fails to generate its General Trial
Balance, Buyer shall have the right to reconstruct such General Trial Balance so that a determination of the Transferred Receivables can be made pursuant to Section 2.01(b). Each Originator agrees
to cooperate with such reconstruction, including by delivery to Buyer, upon Buyer's request, of copies of
all Contracts and Records.

(g)Servicing of Receivables.With respect to each Servicer, so long as no Event of Servicer Termination shall
have occurred and be continuing, and no Successor Servicer has assumed the responsibilities and obligations of such Servicer pursuant to Section 9.02of the Purchase Agreement, each Servicer shall
(i) conduct the servicing, administration and collection of the Transferred
Receivables and shall take, or cause to be taken, all such actions as may be necessary or advisable to service, administer and collect the Transferred Receivables, all in accordance with
(A) the terms of the Purchase Agreement, (B) customary and prudent servicing procedures for trade receivables of a similar type and (C) all applicable laws, rules and regulations,
and (ii) hold all Contracts and other documents and incidents relating to the Transferred Receivables in trust for the benefit of Buyer, as the owner thereof, and for the sole purpose of
facilitating the servicing of the Transferred Receivables in accordance with the terms of the Purchase Agreement.

Section 2.02.Grant of Security Interest.The parties hereto intend that each Transfer shall constitute a
purchase and sale or capital contribution, as applicable, and not a loan. Notwithstanding the foregoing, in addition to and not in derogation of any rights now or hereafter acquired by Buyer under Section 2.01hereof, the parties hereto intend that this Agreement shall constitute a security agreement under applicable law and that each
Originator shall be deemed to have granted, and each Originator does hereby grant, to the Buyer a continuing security interest in all of such Originator's right, title and interest in, to and under
the Receivables whether now owned or hereafter acquired by such Originator (whether constituting Transferred Receivables or otherwise) to secure the obligations of such Originator to the Buyer
hereunder (including, if and to the extent that any Transfer is

2

---

recharacterized as a transfer for security, the repayment of a loan deemed to have been made by the Buyer in the amount of the Sale Price with respect thereto and which secures the Buyer's right to
receive all Collections of the Transferred Receivables as otherwise contemplated under this Agreement).

Section 2.03.License for Use of Software and Other Intellectual Property.Unless expressly prohibited by
the licensor thereof or any provision of applicable law, if any, each Originator hereby grants to the Buyer a non-exclusive license to use, without charge:



in
each case, as it pertains to the Originator Collateral, or any rights to any of the foregoing, in the advertising for sale, and selling any of the Originator Collateral, or exercising of any other
remedies
hereto. Each Originator agrees that such Originator's rights under all licenses and franchise agreements shall inure to the Buyer's benefit. To the extent the grant of the aforesaid license described
in clause (a) is expressly prohibited by the licensor thereof or the grant of the aforesaid license described in clause (b) is expressly prohibited by the licensor thereof and such
licensor is an Affiliate of Parent Guarantor, the applicable Originator shall obtain the consent of such licensor to Originator's grant to the Buyer of such license. The Buyer agrees not to use any
such license without giving the applicable Originator prior written notice and unless a Termination Event has occurred and is continuing. Each Originator acknowledges and consents to the grant of a
parallel license by the Buyer to the Servicers, the Administrative Agent and the Purchasers pursuant to the Purchase Agreement; and, to the extent third party consent is required in connection with
the grant by the Buyer to the Servicers, Administrative Agent or the Purchasers of the license (i) described in clause (a) or (ii) described in clause (b) where the third
party licensor to the Originator is an Affiliate of Parent Guarantor, each Originator agrees to exercise its best efforts to obtain such third party consent.

ARTICLE III
CONDITIONS PRECEDENT

Section 3.01.Conditions to Initial Transfer.The initial Transfer hereunder shall be subject to
satisfaction of each of the following conditions precedent (any one or more of which may be waived in writing by each of Buyer and the Administrative Agent):

(a)Sale and Contribution Agreement; Other Documents.This Agreement or counterparts hereof shall have been duly
executed by, and delivered to, Parent Guarantor, the Originators and Buyer, and Buyer shall have received such documents, instruments, agreements and legal opinions as Buyer shall request in
connection with the transactions contemplated by this Agreement, including all those identified in the Schedule of Documents, each in form and substance satisfactory to Buyer.

(b)Governmental Approvals.Buyer shall have received (i) satisfactory evidence that Parent Guarantor and
each Originator have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the
other Related Documents and the consummation of the transactions contemplated hereby and thereby or (ii) an Officer's Certificate from Parent Guarantor and each Originator in form and substance
satisfactory to Buyer affirming that no such consents or approvals are required.

3

---

(c)Compliance with Laws.Parent Guarantor and each Originator shall be in compliance with all applicable
foreign, federal, state and local laws and regulations, including those specifically referenced
inSection 4.02(f), except to the extent that any failure to so comply would not have a Material Adverse Effect.

(d)Purchase Agreement Conditions.Each of those conditions precedent set forth in Sections 3.01and3.02of the Purchase Agreement shall have been satisfied or waived in writing as
provided therein.

Section 3.02.Conditions to all Transfers.Each Transfer hereunder (including the initial Transfer) shall
be subject to satisfaction of the following further conditions precedent as of the Transfer Date therefor:



The
acceptance by any Originator of the Sale Price for any Sold Receivables on any Transfer Date shall be deemed to constitute, as of any such Transfer Date, a representation and warranty by such
Originator that the conditions in thisSection 3.02have been satisfied. On each Transfer Date, Parent Guarantor shall be deemed to have made a
representation and warranty that the conditions in thisSection 3.02have been satisfied. Upon any such acceptance, title to the Transferred
Receivables sold or contributed on such Transfer Date shall be vested absolutely in Buyer, whether or not such conditions were in fact so satisfied.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.01.Representations and Warranties of Parent Guarantor and the Originators.To induce Buyer to
purchase the Sold Receivables and to acquire the Contributed Receivables, Parent Guarantor and each
Originator makes the following representations and warranties to Buyer, each and all of which shall survive the execution and delivery of this Agreement.

(a)Corporate Existence; Compliance with Law.Parent Guarantor and each Originator (i) is a corporation
or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization as set forth on Schedule 4.01(a)attached
hereto; (ii) is duly qualified to conduct business and is in good standing in each other jurisdiction where its
ownership or lease of property or the conduct of its business requires such qualification, except where the failure to be so qualified is not reasonably likely to result in a Material Adverse Effect;
(iii) has the requisite power and authority and the legal right to own, pledge, mortgage or otherwise encumber and operate its properties, to lease the property it operates under lease, and to
conduct its business, in each case, as now, heretofore and proposed to be conducted; (iv) has all licenses, permits, consents or approvals from or by, and has made all filings with, and has
given all notices to, all Governmental Authorities having jurisdiction, to the extent required for such ownership, operation and conduct, except where the failure to obtain such licenses, permits,
consents or approvals is not reasonably likely to result in a Material Adverse Effect; (v) is in compliance with its Charter Documents; and (vi) subject

4

---

to specific representations set forth herein regarding ERISA, Environmental Laws, tax laws and other laws, is in compliance with all applicable provisions of law, except where the failure to comply,
individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(b)Executive Offices; Collateral Locations; Corporate or Other Names; FEIN.As of the Closing Date, the current
location of the Originators' chief executive offices, sole jurisdiction of organization, principal places of business, other offices, the warehouses and premises within which any Originator Collateral
is stored or located, and the locations of all records of the Originators and Parent Guarantor concerning the Originator Collateral are set forth in Schedule 4.01(b)and none of such locations have
changed within the past 12 months. During the prior five years, except as set forth in Schedule 4.01(b), no Originator has not been known as or used any corporate, fictitious or trade name. In
addition, Schedule 4.01(b)lists the organizational identification number issued by each Originator's state of organization or states that no such number
has been issued and lists the federal employer identification number of each Originator.

(c)Corporate Power, Authorization, Enforceable Obligations.The execution, delivery and performance by Parent
Guarantor and each Originator of this Agreement and the execution, delivery and performance by Parent Guarantor and each Originator of any other Related Documents to which it is a party and the
creation and perfection of all Transfers and Liens provided for herein and therein: (i) are within such Person's power; (ii) have been duly authorized by all necessary or proper action
(corporate, shareholder or otherwise); (iii) do not contravene any provision of such Person's Charter Documents; (iv) do not violate any law or regulation, or any order or decree of any
court or Governmental Authority; (v) do not conflict with or result in the breach or termination of, constitute a default under or accelerate or permit the acceleration of any performance
required by, any indenture, mortgage, deed of trust, lease, agreement or other instrument to which such Person is a party or by which such Person or any of its property is bound; (vi) do not
result in the creation or imposition of any Adverse Claim upon any of the property of such Person; and (vii) do not require the consent or approval of any Governmental Authority or any other
Person, except those which will have been duly obtained, made or complied with prior to the Closing Date as providedSection 3.01(b). The
exercise by Buyer of any of
its rights and remedies under any Related Document to which it is a party, do not require the consent or approval of any Governmental Authority or any other Person (other than consents or approvals
solely relating to or required to be obtained by the Buyer, and subject to the Bankruptcy Code), except those which will have been duly obtained, made or complied with prior to the Closing Date as
provided inSection 3.01(b). On or prior to the Closing Date, each of the Related Documents shall have been duly executed and delivered by Parent
Guarantor and each Originator that is a party thereto and each such Related Document shall then constitute a legal, valid and binding obligation of such Person enforceable against it in accordance
with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights and by general principles of equity.

(d)No Litigation.No Litigation is now pending or, to the knowledge of Parent Guarantor or any Originator,
threatened against any Originator or Parent Guarantor that (i) challenges such Originator's or Parent Guarantor's right or power to enter into or perform any of its obligations under the
Related Documents to which it is a party, or the validity or enforceability of any Related Document or any action taken thereunder, (ii) seeks to prevent the Transfer, Purchase, contribution or
pledge of any Receivable or the consummation of any of the transactions contemplated under this Agreement or the other Related Documents or (iii) if determined adversely to any Originator or
Parent Guarantor, could reasonably be expected to have a Material Adverse Effect. Except as set forth onSchedule 4.01(d), as of the Closing Date
there is no Litigation pending or threatened that seeks damages in excess of $5,000,000 or injunctive relief against, or alleges criminal misconduct by, any Originator or Parent Guarantor.

5

---

(e)Solvency.Both before and after giving effect to (i) the transactions contemplated by this Agreement
and the other Related Documents and (ii) the payment and accrual of all transaction costs in connection with the foregoing, each Originator and Parent Guarantor is and will be Solvent.

(f)Material Adverse Effect.Between December 31, 2000, and the Closing Date, (i) neither Parent
Guarantor nor any Originator has incurred any obligations, contingent or non-contingent liabilities, liabilities for charges, long-term leases or unusual forward or
long-term commitments that, alone or in the aggregate, could reasonably be expected to have a Material Adverse Effect, (ii) no contract, lease or other agreement or instrument has
been entered into by Parent Guarantor or any Originator or has become binding upon Parent Guarantor's or such Originator's assets and no law or regulation applicable to Parent Guarantor or any
Originator has been adopted that has had or could reasonably be expected to have a Material Adverse Effect; and (iii) neither Parent Guarantor nor any Originator is in default and no third
party is in default under any material contract, lease or other agreement or instrument to which any of Parent Guarantor or the Originators is a party that alone or in the aggregate could reasonably
be expected to have a Material Adverse Effect. Between December 31, 2000, and the Closing Date no event has occurred that alone or together with other events could reasonably be expected to
have a Material Adverse Effect.

(g)Ownership of Receivables; Liens.Each Originator owns each Receivable originated or acquired by it free and
clear of any Adverse Claim and, from and after each Transfer Date, Buyer will acquire valid and properly perfected title to and the sole record and beneficial ownership interest in each Transferred
Receivable purchased or otherwise acquired on such date, free and clear of any Adverse Claim or restrictions on transferability. As of the Closing Date, none of the Originator Collateral is subject to
any Adverse Claims other than Permitted Originator Encumbrances, and there are no facts, circumstances or conditions known to any Originator that may result in any Adverse Claims on the Originator
Collateral (including Adverse Claims arising under Environmental Laws) other than Permitted Originator Encumbrances. Each Originator has received all assignments, bills of sale and other documents,
and has duly effected all recordings, filings and other actions necessary to establish, protect and perfect such Originator's right, title and interest in and to the Receivables originated by it and
its other properties and assets. Each Originator has rights in and the power to transfer the Receivables. Each Originator has rights in and the power to transfer each item of the Originator Collateral
upon which it purports to grant a Lien hereunder free and clear of any and all Liens other than Permitted Originator Encumbrances.The Liens granted to
Buyer pursuant toSection 7.01will at all times be fully perfected first priority Liens in and to the Originator Collateral, subject only to
Permitted Originator Encumbrances.

(h)Ventures, Subsidiaries and Affiliates; Outstanding Stock; Debt.Except as set forth in Schedule 4.01(h), neither
Parent Guarantor nor any Originator has any Subsidiaries, is engaged in any joint venture or partnership with any other
Person, or is an Affiliate of any other Person. All of the issued and outstanding Stock of each Originator is owned (directly or indirectly) by Parent Guarantor. There are no outstanding rights to
purchase, options, warrants or similar rights or agreements pursuant to which any Originator may be required to issue, sell, repurchase or redeem any of its Stock or other equity securities or any
Stock or other equity securities of its Subsidiaries. All outstanding Debt of each Originator and Parent Guarantor as of the Closing Date is described in Schedule 4.01(h).

(i)Taxes.All material tax returns, reports and statements, including information returns, required by any
Governmental Authority to be filed by Parent Guarantor and its Subsidiaries have been filed with the appropriate Governmental Authority and all charges shown thereon to be due have been paid prior to
the date on which any fine, penalty, interest or late charge may be added thereto for nonpayment thereof (or any such fine, penalty, interest, late charge or loss has been paid), excluding charges or
other amounts being contested in accordance withSection 4.02(l). Proper and accurate amounts have been withheld by Parent Guarantor and each
Originator from its respective employees for all periods in full and complete compliance with all applicable federal, state, local and foreign laws

6

---

and such withholdings have been timely paid to the respective Governmental Authorities.Schedule 4.01(i)sets forth as of the Closing Date
(i) those taxable years for which Parent Guarantor's and Originators' tax returns are currently being audited by the IRS or any other applicable Governmental Authority and (ii) any
assessments or threatened assessments in connection with such audit or otherwise currently outstanding. Except as described onSchedule 4.01(i),
neither Parent Guarantor nor any Originator has executed or filed with the IRS or any other Governmental Authority any agreement or other document extending, or having the effect of extending, the
period for assessment or collection of any charges. Neither Parent Guarantor nor any of the Originators and their respective predecessors are liable for any charges: (A) under any agreement
(including any tax sharing agreements) or (B) to the best of Parent Guarantor's and each Originator's knowledge, as a transferee. As of the Closing Date, neither Parent Guarantor nor any
Originator has agreed or been requested to
make any adjustment under IRC Section 481(a), by reason of a change in accounting method or otherwise, that would have a Material Adverse Effect.

(j)Intellectual Property.As of the Closing Date, each Originator owns or has rights to use all intellectual
property necessary to continue to conduct its business as now or heretofore conducted by it or proposed to be conducted by it. To the knowledge of each Originator and the Parent Guarantor after
diligent inquiry, each Originator conducts its business and affairs without infringement of or interference with any intellectual property of any other Person. Except as set forth in Schedule 4.01(j), no Originator is aware of any infringement or claim of infringement by others of any intellectual property of the Originators.

(k)Full Disclosure.All information contained in this Agreement, any of the other Related Documents, or any
written statement furnished by or on behalf of Parent Guarantor or the Originators to Buyer, any Purchaser or the Administrative Agent pursuant to the terms of this Agreement or any of the other
Related Documents is true and accurate in every material respect, and none of this Agreement, any of the other Related Documents, or any written statement furnished by or on behalf of Parent Guarantor
or any Originator to Buyer any Purchaser or the Administrative Agent pursuant to the terms of this Agreement or any of the other Related Documents (including any such statement furnished by Parent
Guarantor or an Originator in its capacity as a Servicer), is misleading as a result of the failure to include therein a material fact.

(l)Notices to Obligors.Each Originator has directed all Obligors of Transferred Receivables originated by it
to remit all payments with respect to such Receivables for deposit in a Lockbox or Lockbox Account.

(m)ERISA.



7

---



(n)Brokers.No broker or finder acting on behalf of Parent Guarantor or any Originator was employed or utilized
in connection with this Agreement or the other Related Documents or the transactions contemplated hereby or thereby and neither Parent Guarantor nor any Originator has any obligation to any Person in
respect of any finder's or brokerage fees in connection therewith.

(o)Margin Regulations.None of the Originators or Parent Guarantor is engaged, nor will it engage, principally
or as one of its important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin security" as such terms are defined in Regulations T or U of the
Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to herein as "Margin Stock"). No Originator nor
Parent Guarantor owns any Margin Stock, and no portion of the proceeds of the Sale Price for any Sale hereunder will be used, directly or indirectly, for the purpose of purchasing or carrying any
Margin Stock, for the purpose of reducing or retiring any Debt that was originally incurred to purchase or carry any Margin Stock or for any other purpose that might cause any portion of such proceeds
to be considered a "purpose credit" within the meaning of Regulations T, U or X of the Federal Reserve Board. No Originator nor Parent Guarantor will take or permit to be taken any action that might
cause any Related Document to violate any regulation of the Federal Reserve Board.

(p)Nonapplicability of Bulk Sales Laws.No transaction contemplated by this Agreement or any of the other
Related Documents requires compliance with any bulk sales act or similar law.

(q)Securities Act and Investment Company Act Exemptions.Each purchase of Transferred Receivables under this
Agreement constitutes (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act and (ii) a purchase or other acquisition of notes, drafts,
acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the
Investment Company Act.

(r)Government Regulation.None of the Originators nor Parent Guarantor is an "investment company" or an
"affiliated person" of, or "promoter" or "principal underwriter" for, an "investment company," as such terms are defined in the Investment Company Act. None of the Originators nor Parent Guarantor is
subject to regulation under the Public Utility Holding Company Act of 1935, the Federal Power Act, or any other federal or state statute that restricts or limits its ability to incur Debt or to
perform its obligations hereunder or under the other Related Documents. The purchase or acquisition of the Transferred Receivables by Buyer hereunder, the application of the Sale Price for either of
the foregoing and the consummation of the transactions contemplated by this Agreement and

8

---

the other Related Documents will not violate any provision of any such statute or any rule, regulation or order issued by the Securities and Exchange Commission.

(s)Books and Records; Minutes.The Charter Documents of Parent Guarantor and each Originator require it to
maintain (i) books and records of account and (ii) minutes of the meetings and other proceedings of its Stockholders and board of directors.

(t)Deposit and Disbursement Accounts.Schedule 4.01(t)lists all banks and other financial institutions at which the Originators maintain any deposit accounts established for the receipt of collections on accounts receivable as of the Closing Date,
including any Lockbox Accounts, and such schedule correctly identifies the name, address and telephone number of each depository, the name in which the account is held, a description of the purpose of
the account, and the complete account number therefor, in each case as of the Closing Date.

(u)Representations and Warranties in Other Related Documents.Each of the representations and warranties of
Parent Guarantor and the Originators contained in the Related Documents (other than this Agreement) is true and correct in all material respects and Parent Guarantor and each Originator hereby makes
each such representation and warranty to, and for the benefit of, the Purchasers and the Administrative Agent as if the same were set forth in full herein, and Parent Guarantor and each Originator
consents to the assignment of Buyer's rights to the Purchasers and the Administrative Agent (and their successors and assigns) as contemplated in Section 4.02(e).

(v)Receivables.With respect to each Transferred Receivable designated as an Eligible Receivable in any
Investment Base Certificate delivered on or after the Transfer Date of such Transferred Receivable:



The
representations and warranties described in thisSection 4.01shall survive the Transfer of the Transferred Receivables to Buyer, any
subsequent assignment of the Transferred Receivables by Buyer, and the termination of this Agreement and the other Related Documents and shall continue until the indefeasible payment in full of all
Transferred Receivables.

9

---

Section 4.02.Affirmative Covenants of Parent Guarantor and each Originator.Parent Guarantor and each
Originator covenants and agrees that, unless otherwise consented to by Buyer and the Administrative Agent, from and after the Closing Date and until the Termination Date:

(a)Offices and Records.Each Originator shall maintain its principal place of business and chief executive
office and the office at which it keeps its Records at the respective locations specified inSchedule 4.01(b)or, upon 30 days' prior
written notice to Buyer and the Administrative Agent, at such other location in a jurisdiction where all action requested by Buyer, any Purchaser or the Administrative Agent pursuant to Section 8.13shall have been taken with respect to the Transferred Receivables. Each Originator shall, at its own cost and expense, for not less
than three years from the date on which each Transferred Receivable was originated, or for such longer period as may be required by law, maintain adequate Records with respect to such Transferred
Receivable, including records of all payments received, credits granted and merchandise returned with respect thereto. Each Originator will, (A) at all times from and after the date hereof,
clearly and conspicuously mark its computer and master data processing books and records with a legend describing the Buyer's interest in the Receivables, (B) segregate (from all other
receivables then owned or being serviced by the Originators) all contracts relating to each Receivable, (C) from and after the date hereof, so mark the original copy of all chattel paper and
instruments constituting Receivables with any appropriate endorsement or assignment, (D) execute an endorsement to the Buyer for each instrument representing a Receivable, and (E) hold
in trust and safely keep all invoices constituting chattel paper and all other instruments constituting Receivables in separate filing cabinets or other suitable containers at the
Originators' locations or at such other location as Buyer may reasonably specify from time to time, provided that from and after a Termination Event, the Buyer may, in its sole discretion, specify any
other location.

(b)Access.Parent Guarantor and each Originator shall, during normal business hours, from time to time upon
five Business Days' prior notice and as frequently as Buyer, any Servicer or the Administrative Agent determines to be appropriate: (i) provide Buyer, each Servicer or the Administrative Agent
and any of their respective officers, employees and agents access to its properties (including properties utilized in connection with the collection, processing or servicing of the Transferred
Receivables), facilities, advisors and employees (including officers) and to the Originator Collateral, (ii) permit Buyer, the Servicers or the Administrative Agent and any of their respective
officers, employees and agents, to inspect, audit and make extracts from its books and records, including all Records, (iii) permit Buyer, the Servicers or the Administrative Agent and their
respective officers, employees and agents, to inspect, review and evaluate the Transferred Receivables and other Originator Collateral, as applicable, and (iv) permit Buyer, the Servicers or
the Administrative Agent and their respective officers, employees and agents to discuss matters relating to the Transferred Receivables or Parent Guarantor's or any Originator's performance under this
Agreement or the affairs, finances and accounts of Parent Guarantor and the Originators with any of their respective officers, directors, and, so long as Buyer, the Servicers, or the Administrative
Agent notifies Parent Guarantor or the applicable Originator, as the case may be, and gives Parent Guarantor or the applicable Originator the opportunity to participate in any such communications,
with its employees, representatives or agents (in each case, with those Persons having knowledge of such matters), and, so long as Buyer, the Servicers, or the Administrative Agent notifies Parent
Guarantor or the applicable Originator, as the case may be, and gives Parent Guarantor or the applicable Originator the opportunity to participate in any such communications, with its independent
certified public accountants. If an Incipient Termination Event or a Termination Event shall have occurred and be continuing, or the Administrative Agent, in good faith, believes that an Incipient
Termination Event or a Termination Event is imminent or deems any Purchaser's rights or interests in the Transferred Receivables or the Seller Collateral insecure, Parent Guarantor and each Originator
shall provide such access at all times and without advance notice, each Originator shall provide Buyer, the Servicers or the Administrative Agent with access to its customers and, so long as Buyer,
the Servicers, or the

10

---

Administrative Agent notifies Parent Guarantor or the applicable Originator, as the case may be, and gives Parent Guarantor or the applicable Originator the opportunity to be present, to Parent
Guarantor's or such Originator's suppliers. Parent Guarantor and each Originator shall make available to Buyer, the Servicers or the Administrative Agent and their respective counsel, as quickly as is
possible under the circumstances, originals or copies of all books and records, including Records, that Buyer, the Servicers or the Administrative Agent may reasonably request. Parent Guarantor and
the Originators shall deliver any document or instrument necessary for Buyer, the Servicers or the Administrative Agent, as they may from time to time reasonably request, to obtain records from any
service bureau or other Person that maintains records for Parent Guarantor and the Originators, and shall maintain duplicate records or supporting documentation on media, including computer tapes and
discs owned by Parent Guarantor and the Originators.

(c)Communication with Accountants.So long as Buyer, the applicable Servicer, or the Administrative Agent, as
applicable, notifies Parent Guarantor or the applicable Originator, as the case may be, and gives Parent Guarantor or the applicable Originator the opportunity to participate in any such
communications, Parent Guarantor and each Originator authorizes each such Person to communicate
directly with its independent certified public accountants, and authorizes and shall instruct those accountants and advisors to disclose and make available to Buyer, the Servicers and the
Administrative Agent any and all financial statements and other supporting financial documents, schedules and information relating to Parent Guarantor, Originators and their Affiliates (including
copies of any issued management letters) with respect to the business, financial condition and other affairs of Parent Guarantor, Originators and their Affiliates. Parent Guarantor and each Originator
agrees to render to Buyer, the Servicers and the Administrative Agent at Parent Guarantor's or such Originator's, as applicable, own cost and expense, such clerical and other assistance as may be
reasonably requested with regard to the foregoing. If any Termination Event shall have occurred and be continuing, Parent Guarantor and each Originator shall, promptly upon request therefor, assist
Buyer in delivering to the Administrative Agent Records reflecting activity through the close of business on the Business Day immediately preceding the date of such request.

(d)Compliance With Credit and Collection Policies.Each Originator shall comply in all respects with the Credit
and Collection Policies applicable to each Transferred Receivable and the Contracts therefor, and with the terms of such Receivables and Contracts.

(e)Assignment.Parent Guarantor and each Originator agrees that, to the extent permitted under the Purchase
Agreement, Buyer may assign all of its right, title and interest in, to and under the Transferred Receivables, and this Agreement, including its right to exercise the remedies set forth in Section 4.04. Parent Guarantor and each Originator agrees that, upon any such assignment, the assignee thereof may enforce directly, without
joinder of Buyer, all of the obligations of Parent Guarantor and the Originators hereunder, including any obligations of Parent Guarantor or the Originators set forth in Sections 4.02(o), 4.04, 5.01and8.14.

(f)Compliance with Agreements and Applicable Laws.Parent Guarantor shall and shall cause each of its
Subsidiaries to, and each Originator shall and shall cause each other Originator to, perform each of its obligations under this Agreement and the other Related Documents and comply with all federal,
state and local laws and regulations applicable to it and the Receivables, including those relating to truth in lending, retail installment sales, fair credit billing, fair credit reporting, equal
credit opportunity, fair debt collection practices, privacy, licensing, taxation, ERISA and labor matters and Environmental Laws and Environmental Permits, except to the extent that the failure to so
comply, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

(g)Maintenance of Existence and Conduct of Business.Parent Guarantor and each Originator shall: (i) do
or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and its rights and franchises; (ii) continue to conduct its business substantially
as

11

---

now conducted or as otherwise permitted hereunder and in accordance with the terms of its Charter Documents; (iii) at all times maintain, preserve and protect all of its assets and properties
used or useful in the conduct of its business, including all licenses, permits, charters and registrations, except to the extent that the failure to so comply, individually or in the aggregate, could
not reasonably be expected to have a Material Adverse Effect, and keep the same in good repair, working order and condition in all material respects (taking into consideration ordinary wear and tear)
and from time to
time make, or cause to be made, all necessary or appropriate repairs, replacements and improvements thereto consistent with past practices; and (iv) with respect to the Originators only,
transact business only in such corporate and trade names as are set forth inSchedule 4.02(g)or, upon 30 days' prior written notice to
Buyer, the Administrative Agent and each Rating Agency, in such other corporate or trade names with respect to which all action requested by Buyer, any Purchaser or the Administrative Agent pursuant
toSection 8.13shall have been taken with respect to the Transferred Receivables. No Originator shall change the type of entity it is, its
jurisdiction of incorporation or organization, or its organization number, if any, issued by its state of incorporation or organization, except upon 30 days' prior written notice to Buyer and
the Administrative Agent, and with respect to which jurisdiction all action requested by Buyer, any Purchaser or the Administrative Agent pursuant to Section 8.13shall have been taken with respect
to the Transferred Receivables.

(h)Notice of Material Event.Parent Guarantor and each Originator shall promptly inform Buyer in writing of the
occurrence of any of the following, in each case setting forth the details thereof and what action, if any, Parent Guarantor or such Originator proposes to take with respect thereto:



12

---







(i)Use of Proceeds.Each Originator shall utilize the proceeds of the Sale Price obtained by it for each Sale
made by it hereunder solely for general corporate purposes (including the retirement or repayment of third party debt and loans made to Affiliates) and to pay any related expenses payable by such
Originator under this Agreement and the other Related Documents in connection with the transactions contemplated hereby and thereby and for no other purpose.

(j)Separate Identity.



13

---



(k)ERISA.Parent Guarantor and each Originator shall give Buyer and the Administrative Agent prompt written
notice of any event that could result in the imposition of a Lien under Section 412 of the IRC or Section 302 or 4068 of ERISA.

(l)Payment, Performance and Discharge of Obligations.



(m)Deposit of Collections and Notices to Obligors.Parent Guarantor and each Originator shall deposit and cause
its Subsidiaries to deposit or cause to be deposited promptly into a Lockbox Account, and in any event no later than the first Business Day after receipt thereof, all Collections it may receive in
respect of Transferred Receivables. Each Originator shall direct all Obligors of Transferred Receivables originated by it to remit all payments with respect to such Receivables for deposit in a
Lockbox or Lockbox Account and shall not make any change in its instructions to such Obligors.

(n)Accounting Changes.If any Accounting Changes occur and such changes result in a change in the standards or
terms used herein, then the parties hereto agree to enter into negotiations in order to amend such provisions so as to equitably reflect such Accounting Changes with the desired result that the
criteria for evaluating the financial condition of such Persons and their Subsidiaries shall be the same after such Accounting Changes as if such Accounting Changes had not been made. If the parties
hereto agree upon the required amendments to this Agreement, then after appropriate amendments have been executed and the underlying Accounting Change with respect thereto has been implemented, any
reference to GAAP contained herein shall, only to the extent of such Accounting Change, refer to GAAP consistently applied after giving effect to the implementation of such Accounting Change. If such
parties cannot agree upon the required amendments within 30 days following the date of implementation of any Accounting Change, then all financial statements delivered and all standards and
terms used herein shall be prepared, delivered and used without regard to the underlying Accounting Change.

(o)Adjustments to Sale Price.If on any day the Billed Amount of any Transferred Receivable is reduced as a
result of any Dilution Factors, and the amount of such reduction exceeds the amount, if any, of Dilution Factors taken into account in the calculation of the Sale Price for such Transferred

14

---

Receivable, the Originator thereof shall make a cash payment to Buyer in the amount of such excess by remitting such amount to the Collection Account in accordance with the terms of the Purchase
Agreement.

(p)Debt.Prior to any Originator securing any Debt or granting a Lien on its properties in connection thereto,
such Originator shall, and Parent Guarantor shall cause such Originator to, require the creditor or lender of such Debt to execute and deliver a Satisfactory Intercreditor Agreement to Buyer, unless
Buyer and the Administrative Agent determine that execution and delivery of a Satisfactory Intercreditor Agreement is unnecessary.

Section 4.03.Negative Covenants of the Originators.Parent Guarantor and each Originator covenants and
agrees that, without the prior written consent of Buyer and the Administrative Agent, from and after the Closing Date and until the Termination Date:

(a)Sale of Stock and Assets.No Originator shall, nor shall any Originator permit any other Originator to, and
Parent Guarantor shall not permit any Originator to, sell, transfer, convey, assign (by operation of law or otherwise) or otherwise dispose of, or assign any right to receive income in respect of, any
Transferred Receivable or Contract therefor, any of its rights with respect to any Lockbox or Lockbox Account or any other Originator Collateral. Parent Guarantor will not, nor will it permit its
Subsidiaries to, and no Originator shall, make any Dispositions (as defined in the Parent Revolver), except as permitted by Section 7.05 of the Parent Revolver. Notwithstanding the foregoing,
each Originator may pledge its equity interest in the SPC and Buyer to the Credit Facility Agent pursuant to the terms set forth in the Credit Facilities' Security Documents.

(b)Liens.No Originator shall, nor shall Parent Guarantor permit any Originator to, create, incur, assume or
permit to exist any Adverse Claim on or with respect to its Receivables or any other Originator Collateral (whether now owned or hereafter acquired) except for the Liens set forth in Schedule 4.03(b)and other Permitted Originator Encumbrances. In addition, no Originator shall, nor shall Parent Guarantor permit any Originator
to, become a party to any agreement, note, indenture or instrument or take any other action that would prohibit the creation of a Lien on any of the Originator Collateral in favor of Buyer as
additional collateral for the recourse and indemnity obligations of such Originator to Buyer hereunder, including those obligations set forth inSections 4.02(o),
4.04and5.01, except as otherwise expressly permitted by this Agreement or any of the other Related Documents).

(c)Modifications of Receivables or Contracts.The Originators shall not, and Parent Guarantor shall not permit
any Originator to, extend, amend, forgive, discharge, compromise, cancel or otherwise modify the terms of any Transferred Receivable, or amend, modify or waive any term or condition of any Contract
therefor to the extent that any such amendment, modification or waiver materially impairs the collectibility of the Receivables;provided,that any
Originator acting as a Servicer may, in its capacity as a Servicer, take such of the foregoing actions to the extent that they are expressly permitted by the terms of Section 8.06(d) of the
Purchase Agreement.

(d)Sale Characterization.Neither Parent Guarantor nor the Originators shall make statements or disclosures or
prepare any financial statements for any purpose, including for federal income tax, reporting or accounting purposes, that shall account for the transactions contemplated by this Agreement in any
manner other than (i) with respect to the Sale of each Receivable, as a true sale or absolute assignment of its full right, title and ownership interest in such Receivable and (ii) with
respect to the Transfer of each Contributed Receivable under this Agreement, as a contribution to the capital of Buyer.

(e)Capital Structure and Business.Parent Guarantor shall not, nor shall permit its Subsidiaries to, and no
Originator shall, nor shall permit its Subsidiaries to, (i) make any changes in any of its business objectives, purposes or operations, that could have or result in a Material Adverse Effect;
or (ii) amend, supplement or otherwise modify its Charter Documents in a manner that could have or

15

---

result in a Material Adverse Effect. Parent Guarantor shall not, nor shall it permit any Originator to, and no Originator shall, change its structure, the type of entity that it is, its official
name, or its jurisdiction of organization except as permitted bySection 4.02(g). No Originator shall make any change in its capital structure as
described onSchedule 4.01(h), including the issuance of any shares of Stock, warrants or other securities convertible into Stock or any revision
of the terms of its outstanding Stock.

(f)Actions Affecting Rights.Parent Guarantor shall not, and shall not permit any Originator to, and no
Originator shall, (i) take any action, or fail to take any action, if such action or failure to take action may interfere with the enforcement of any rights hereunder or under the other Related
Documents, including rights with respect to the Transferred Receivables; (ii) waive or alter any rights with respect to the Transferred Receivables (or any agreement or instrument relating
thereto); or (iii) subject to Section 4.02(l)(ii), fail to pay any tax, assessment, charge, fee or other obligation of any Originator with respect to the Transferred Receivables, or fail
to defend any action, if such failure to pay or defend may adversely affect the priority or enforceability of the perfected title of Buyer to and the sole record and beneficial ownership interest of
Buyer in the Transferred Receivables or, prior to their Transfer hereunder, the right, title or interest therein of the Originator thereof.

(g)ERISA.Parent Guarantor shall not, nor shall cause or permit any ERISA Affiliate to, and no Originator
shall, cause or permit to occur an event that could result in the imposition of a Lien under Section 412 of the IRC or Section 302 or 4068 of ERISA or cause or permit to cause an ERISA
Event to the extent such ERISA Event could reasonably be expected to have a Material Adverse Effect.

(h)Change to Credit and Collection Policies.Each Originator shall comply with the Credit and Collection
Policies, and no change shall be made to the Credit and Collection Policies without the prior written consent of Buyer and the Administrative Agent.

(i)Adverse Tax Consequences.Parent Guarantor shall not, and shall not permit any Originator to, and no
Originator shall, take or permit to be taken any action (other than with respect to actions taken or to be taken solely by a Governmental Authority), or fail or neglect to perform, keep or observe any
of its obligations hereunder or under the other Related Documents, that would have the effect directly or indirectly of subjecting any payment to Buyer, any Purchaser or holders of the Commercial
Paper who are residents of the United States of America to withholding taxation.

(j)No Proceedings.From and after the Closing Date and until the date one year plus one day following the date
on which the Commercial Paper with the latest maturity has been paid in full in cash, Parent Guarantor shall not, and shall not permit any Originator to, and no Originator shall, directly or
indirectly, institute or cause to be instituted against Buyer or Conduit Purchaser any proceeding of the type referred to inSections 9.01(c)and 9.01(d)of the Purchase Agreement.

(k)Commingling.No Originator shall, nor shall Parent Guarantor permit any Originator to, deposit or permit the
deposit of any funds that do not constitute Collections of Transferred Receivables into any Lockbox Account. If such funds are nonetheless deposited into a Lockbox Account and any Originator so
notifies the Applicable Purchaser, the Applicable Purchaser shall notify the Administrative Agent to promptly remit any such amounts as directed by such Originator.

(l)Financial Covenants.Parent Guarantor shall not breach or fail to comply with any of the financial covenants
set forth inAnnex 4.03(l).

(m)Debt.Parent Guarantor shall not, nor shall it permit its Subsidiaries to, nor shall the Originators create,
assume, suffer to exist or incur or in any manner become liable in respect of any Debt for borrowed money or other Debt described in clauses (a) through (f) of the definition thereof,
except as permitted by Section 7.02 of the Parent Revolver, provided, that no secured Debt refinancing any such permitted Debt shall be permitted unless the refinancier thereof shall have
entered into a

16

---

Satisfactory Intercreditor Agreement, unless Buyer and the Administrative Agent determine that execution and delivery of a Satisfactory Intercreditor Agreement is unnecessary.

(n)Fundamental Changes.Parent Guarantor shall not, nor shall it permit any of its Subsidiaries to, and no
Originator shall, merge or consolidate with or into any Person or liquidate, wind-up or dissolve itself, or permit or suffer any liquidation or dissolution or sell all or substantially all
of its assets, except, that so long as no Termination Event or Incipient Termination Event exists or would result therefrom, as permitted by Section 7.04 of the Parent Revolver.

(o)Acquisitions.Parent Guarantor will not, nor will it suffer or permit any of its Subsidiaries to, and no
Originator shall make any Acquisition unless permitted by Section 7.06 of the Parent Revolver.

(p)Credit Facilities' Security Documents.Neither Parent Guarantor nor any Originator shall consent to any
amendment, restatement, supplement or other modification to any Credit Facility Security Document to the extent such Credit Facility Security Document requires the consent of the Administrative Agent
to such amendment and such consent is not received by Parent Guarantor and Originators.

Section 4.04.Breach of Representations, Warranties or Covenants.Upon discovery by Parent Guarantor, any
Originator or Buyer of any breach of any representation, warranty or covenant described inSections 4.01, 4.02or 4.03(other than a representation,
warranty or covenant relating to the absence of Dilution Factors), which breach is reasonably likely to have a
material adverse effect on the value of a Transferred Receivable or the interests of Buyer therein, the party discovering the same shall give prompt written notice thereof to the other parties hereto.
The Originator that breached such representation, warranty or covenant may, at any time on any Business Day, or shall, if requested by notice from Buyer, on the first Business Day following receipt of
such notice, either (a) repurchase such Transferred Receivable from Buyer for cash, (b) transfer ownership of a new Eligible Receivable or new Eligible Receivables to Buyer on such
Business Day, or (c) make a capital contribution in cash to Buyer by remitting the amount (the "Rejected Amount") of such capital contribution to
the Collection Account in accordance with the terms of the Purchase Agreement, in each case in an amount equal to the Billed Amount of such Transferred Receivable minusthe sum of (A) Collections
received in respect thereof and (B) the amount of any Dilution Factors taken into account in the
calculation of the Sale Price therefor. Notwithstanding the foregoing, if any Receivable is not paid in full on account of any Dilution Factors, the applicable Originator's repurchase obligation under
thisSection 4.04with respect to such Receivable shall be reduced by the amount of any such Dilution Factors taken into account in the
calculation of the Sale Price therefor. Each Originator shall ensure that (x) no Collections or other proceeds with respect to a Transferred Receivable so reconveyed to it are paid or deposited
into any Lockbox Account and (y) such reconveyed Transferred Receivables are not included in the reporting materials identifying Eligible Receivables or Transferred Receivables provided by the
Originator to the Buyer or the Administrative Agent and the Purchasers.

ARTICLE V
INDEMNIFICATION

Section 5.01.Indemnification.Without limiting any other rights that Buyer or any of its Stockholders,
officers, directors, employees, attorneys, agents or representatives (each, a "Buyer Indemnified Person") may have hereunder or under applicable law,
Parent Guarantor and each Originator hereby agrees to indemnify and hold harmless each Buyer Indemnified Person from and against any and all Indemnified Amounts that may be claimed or asserted against
or incurred by any such Buyer Indemnified Person in connection with or arising out of the transactions contemplated under this Agreement or under any other Related Document, any actions or failures to
act in connection therewith, including any and all legal costs and expenses arising out of or incurred in connection with disputes between or among any parties to any of the Related Documents, or in
respect

17

---

of any Transferred Receivable or any Contract therefor or the use by Originators of the Sale Price therefor;provided,that neither Parent Guarantor
nor the Originators shall be liable for any indemnification to a Buyer Indemnified Person to the extent that any such Indemnified Amounts result solely from (a) such Buyer Indemnified Person's
gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction, (b) recourse for uncollectible or uncollected Transferred Receivables due to the lack of
creditworthiness of the Obligor or the occurrence of any event of bankruptcy with respect to such Obligor, or (c) any income tax or franchise tax incurred by any Buyer Indemnified Person,
except to the extent that the incurrence of any such tax results from a breach of or default under this Agreement or any other Related Document. Subject to the exceptions set forth in clauses (a),
(b) and (c) of the immediately preceding sentence but otherwise without limiting the generality of the foregoing, each Originator and Parent Guarantor shall pay on demand to each Buyer
Indemnified Person any and all Indemnified Amounts relating to or resulting from:



18

---



NO BUYER INDEMNIFIED PERSON SHALL BE RESPONSIBLE OR LIABLE TO ANY OTHER PARTY TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT, ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY
BENEFICIARY OF SUCH PERSON OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES THAT MAY BE ALLEGED AS A RESULT OF ANY
TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER.

ARTICLE VI
LIMITATIONS ON BUYER

Section 6.01.Dividends.The Buyer may declare or pay dividends or make other distributions at any time
that, after giving effect to such dividends or other distributions, Buyer's Net Worth Percentage shall be equal to or greater than five percent (5.0%).

ARTICLE VII
COLLATERAL SECURITY

Section 7.01.Security Interest.To secure the prompt and complete payment, performance and observance of
any and all recourse and indemnity obligations of each Originator to Buyer, including those set forth inSections 4.02(o), 4.04, 5.01and 8.14, and to
induce Buyer to enter into this Agreement in accordance with the terms and conditions hereof, each Originator hereby grants, assigns,
conveys, pledges, hypothecates and transfers to Buyer a Lien upon all of such Originator's right, title and interest in, to and under the following property, whether now owned by or owing to, or
hereafter acquired by or arising in favor of, such Originator (including under any trade names, styles or derivations of such Originator), and whether owned by or consigned by or to, or leased from or
to, such Originator, and regardless of where located (all of which being hereinafter collectively referred to as the "Originator Collateral"):



19

---



Section 7.02.Other Collateral; Rights in Receivables.Nothing contained in this Article VIIshall limit the rights of Buyer in
and to any other collateral that may have been or may hereafter be granted to Buyer by any
Originator or any third party pursuant to any other agreement or the rights of Buyer under any of the Transferred Receivables.

Section 7.03.Originators Remain Liable.It is expressly agreed by each Originator that, anything herein
to the contrary notwithstanding, such Originator shall remain liable under any and all of the Receivables originated by it, the Contracts therefor and all other Originator Collateral to observe and
perform all the conditions and obligations to be observed and performed by it thereunder. The Buyer shall not have any obligation or liability under any such Receivables, Contracts or Originator
Collateral by reason of or arising out of this Agreement or the granting herein of a Lien thereon or the receipt by the Buyer of any payment relating thereto pursuant hereto. The exercise by the Buyer
of any of its respective rights under this Agreement shall not release any Originator from any of its respective duties or obligations under any such Receivables, Contracts or Originator Collateral.
The Buyer shall not be required or obligated in any manner to perform or fulfill any of the obligations of any Originator under or pursuant to any such Receivable, Contract or Originator Collateral,
or to make any payment, or to make any inquiry as to the nature or the sufficiency of any payment received by it or the sufficiency of any performance by any party under any such Receivable, Contract
or Originator Collateral, or to present or file any claims, or to take any action to collect or enforce any performance or the payment of any amounts that may have been assigned to it or to which it
may be entitled at any time or times.

ARTICLE VIII
MISCELLANEOUS

Section 8.01.Notices.Except as otherwise provided herein, whenever it is provided herein that any
notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other parties, or whenever any of the parties desires
to give or serve upon any other parties any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing
and shall be deemed to have been validly served, given or delivered (a) upon the earlier of actual receipt and three Business Days after deposit in the United States Mail, registered or
certified mail, return receipt requested, with proper postage prepaid, (b) upon transmission, when sent by telecopy or other similar facsimile transmission (with such telecopy or facsimile
promptly confirmed by delivery of a copy by personal delivery or United States Mail as otherwise provided in thisSection 8.01), (c) one
Business Day after deposit with a reputable overnight courier with all charges prepaid or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the
party to be notified and sent to the

20

---

address or facsimile number set forth below in thisSection 8.01or to such other address (or facsimile number) as may be substituted by notice
given as herein provided:

| | Parent Guarantor: |  | 4900 South Eastern Avenue, #200
Los Angeles, CA 90040
Attention: John J. Rangel
Facsimile: (323) 724-0470
| | ----------------- |  | ---------------------------------------------------------------------------------------------------------
| | Buyer:            |  | 4900 South Eastern Avenue, #200
Los Angeles, CA 90040
Attention: John J. Rangel
Facsimile: (323) 724-0355
| | Each Originator:  |  | To the notice address specified on its signature page                                                    

provided,that each such declaration or other communication shall be deemed to have been validly delivered to the Administrative Agent under this
Agreement upon delivery to the Administrative Agent in accordance with the terms of the Purchase Agreement. The giving of any notice required hereunder may be waived in writing by the party entitled
to receive such notice. Failure or delay in delivering copies of any notice, demand, request, consent, approval, declaration or other communication to any Person (other than Buyer) designated in any
written communication provided hereunder to receive copies shall in no way adversely affect the effectiveness of such notice, demand, request, consent, approval, declaration or other communication.
Notwithstanding the foregoing, whenever it is provided herein that a notice is to be given to any other party hereto by a specific time, such notice shall only be effective if actually received by
such party prior to such time, and if such notice is received after such time or on a day other than a Business Day, such notice shall only be effective on the immediately succeeding Business Day.

Section 8.02.No Waiver; Remedies.Buyer's failure, at any time or times, to require strict performance
by any Originator or Parent Guarantor of any provision of this Agreement or any Receivables Assignment shall not waive, affect or diminish any right of Buyer thereafter to demand strict compliance and
performance herewith or therewith. Any suspension or waiver of any breach or default hereunder shall not suspend, waive or affect any other breach or default whether the same is prior or subsequent
thereto and whether the same or of a different type. None of the undertakings, agreements, warranties, covenants and representations of the Originators or Parent Guarantor contained in this Agreement
or any Receivables Assignment, and no breach or default by any Originator or Parent Guarantor hereunder or thereunder, shall be deemed to have been suspended or waived by Buyer unless such waiver or
suspension is by an instrument in writing signed by an officer of or other duly authorized signatory of Buyer and directed to Parent Guarantor or such Originator, as applicable, specifying such
suspension or waiver. Buyer's rights and remedies under this Agreement shall be cumulative and nonexclusive of any other rights and remedies that Buyer may have under any other agreement, including
the other Related Documents, by operation of law or otherwise. Recourse to the Originator Collateral shall not be required.

Section 8.03.Successors and Assigns.This Agreement shall be binding upon and shall inure to the benefit
of the Originators, Parent Guarantor and Buyer and their respective successors and permitted assigns, except as otherwise provided herein. Neither Parent Guarantor nor any Originator may assign,
transfer, hypothecate or otherwise convey its rights, benefits, obligations or duties hereunder without the prior express written consent of Buyer, the Purchasers and the Administrative Agent and
unless the Rating Agency Condition shall have been satisfied with respect to any such assignment. Any such purported assignment, transfer, hypothecation or other conveyance by any Originator or Parent
Guarantor without the prior express written consent of Buyer, the Purchasers and the Administrative Agent shall be void. Each Originator and Parent Guarantor acknowledges that, to

21

---

the extent permitted under the Purchase Agreement, Buyer may assign its rights granted hereunder, including the benefit of any indemnities under Article Vand any of its rights in the Originator
Collateral granted underArticle VII,
and the license granted underArticle II, and upon such assignment, such assignee shall have, to the extent of such assignment, all rights of
Buyer hereunder and, to the extent permitted under the Purchase Agreement, may in turn assign such rights. Each Originator and Parent Guarantor agrees that, upon any such assignment, such assignee may
enforce directly, without joinder of Buyer, the rights set forth in this Agreement. All such assignees, including parties to the Purchase Agreement in the case of any assignment to such parties, shall
be third party beneficiaries of, and shall be entitled to enforce Buyer's rights and remedies under, this Agreement to the same extent as if they were parties hereto. Without limiting the generality
of the foregoing, all notices to be provided to the Buyer hereunder shall be delivered to both the Buyer and the Administrative Agent under the Purchase Agreement, and shall be effective only upon
such delivery to the Administrative Agent. The terms and provisions of this Agreement are for the purpose of defining the relative rights and obligations of each Originator, Parent Guarantor and Buyer
with respect to the transactions contemplated hereby and, except for the Purchasers and the Administrative Agent, no Person shall be a third party beneficiary of any of the terms and provisions of
this Agreement.

Section 8.04.Termination; Survival of Obligations.

(a)  This
Agreement shall create and constitute the continuing obligations of the parties hereto in accordance with its terms, and shall remain in full force and effect until
the Termination Date.

(b)  Except
as otherwise expressly provided herein or in any other Related Document, no termination or cancellation (regardless of cause or procedure) of any commitment made
by Buyer under this Agreement shall in any way affect or impair the obligations, duties and liabilities of any Originator, Parent Guarantor or the rights of Buyer relating to any unpaid portion of any
and all recourse and indemnity obligations of Originators and Parent Guarantor to Buyer, including those set forth inSections 4.02(o), 4.04,
5.01and8.14, due or not due, liquidated, contingent or unliquidated or any transaction or event occurring prior to such
termination, or any transaction or event, the performance of which is required after the Facility Termination Date. Except as otherwise expressly provided herein or in any other Related Document, all
undertakings, agreements, covenants, warranties and representations of or binding upon Originators and Parent Guarantor, and all rights of Buyer hereunder, all as contained in the Related Documents,
shall not terminate or expire, but rather shall survive any such termination or cancellation and shall continue in full force and effect until the Termination Date; provided, that the rights and
remedies pursuant toSections 4.02(o), 4.04, the indemnification
and payment provisions ofArticle V, and the provisions ofSections 4.03(j), 8.03, 8.12and8.14shall be continuing and shall survive any termination of this Agreement.

Section 8.05.Complete Agreement; Modification of Agreement.This Agreement and the other Related
Documents constitute the complete agreement between the parties with respect to the subject matter hereof and thereof, supersede all prior agreements and understandings relating to the subject matter
hereof and thereof, and may not be modified, altered or amended except as set forth inSection 8.06.

Section 8.06.Amendments and Waivers.No amendment, modification, termination or waiver of any provision
of this Agreement or any of the other Related Documents, or any consent to any departure by any Originator or Parent Guarantor therefrom, shall in any event be effective unless the same shall be in
writing and signed by each of the parties hereto and the Purchasers and the Administrative Agent. No consent or demand in any case shall, in itself, entitle any party to any other consent or further
notice or demand in similar or other circumstances.

22

---

Section 8.07.GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.

(a)THIS AGREEMENT AND EACH RELATED DOCUMENT (EXCEPT TO THE EXTENT THAT ANY RELATED DOCUMENT EXPRESSLY PROVIDES TO THE CONTRARY) AND THE OBLIGATIONS
ARISING HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAWS BUT OTHERWISE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES), EXCEPT TO THE EXTENT THAT THE PERFECTION, EFFECT OF PERFECTION OR PRIORITY OF THE INTERESTS OF THE BUYER IN THE RECEIVABLES OR
REMEDIES HEREUNDER OR THEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF
AMERICA.

(b)EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY RELATED DOCUMENT;PROVIDED,THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF
MANHATTAN IN NEW YORK CITY;PROVIDED FURTHER,THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE BUYER FROM BRINGING SUIT OR TAKING
OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE ORIGINATOR COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS OF ORIGINATORS OR PARENT GUARANTOR ARISING HEREUNDER, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BUYER. EACH PARTY HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY
WAIVES ANY OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE ORFORUM NON CONVENIENSAND HEREBY CONSENTS TO
THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH
ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO SUCH PARTY AT THE ADDRESS SET FORTH BENEATH ITS NAME ON THE
SIGNATURE PAGES HEREOF AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL, PROPER POSTAGE
PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

(c)BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND
EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE
LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING
BROUGHT TO RESOLVE ANY DISPUTE,

23

---

WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.

Section 8.08.Counterparts.This Agreement may be executed in any number of separate counterparts, each
of which shall collectively and separately constitute one agreement.

Section 8.09.Severability.Wherever possible, each provision of this Agreement shall be interpreted in
such a manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only
to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 8.10.Section Titles.The section titles and table of contents contained in this Agreement are
provided for ease of reference only and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.

Section 8.11.No Setoff.Except as set forth in Section 6.05, the Originators' and Parent Guarantor's obligations under this
Agreement shall not be affected by any right of setoff,
counterclaim, recoupment, defense or other right any Originator or Parent Guarantor might have against Buyer, any Purchaser or the Administrative Agent, all of which rights are hereby expressly waived
by the Originators and Parent Guarantor.

Section 8.12.Confidentiality.

(a)  Except
to the extent otherwise required by applicable law, as required to be filed publicly with the Securities and Exchange Commission, or unless each Affected Party
shall otherwise consent in writing, the Originators, Parent Guarantor and Buyer agree to maintain the confidentiality of this Agreement (and all drafts hereof and documents ancillary hereto) in its
communications with third parties other than any Affected Party or any Buyer Indemnified Person and otherwise and not to disclose, deliver or otherwise make available to any third party (other than
its directors, officers, employees, accountants or counsel) the original or any copy of all or any part of this Agreement (or any draft hereof and documents ancillary hereto) except to an Affected
Party or an Buyer Indemnified Person.

(b)  Each
Originator and Parent Guarantor agrees that it shall not (and shall not permit any of its Subsidiaries to) issue any news release or make any public announcement
pertaining to the transactions contemplated by this Agreement and the Related Documents without the prior written consent of Buyer and each of the Committed Purchaser and the Conduit Purchaser (which
consent shall not be unreasonably withheld) unless such news release or public announcement is required by law, in which case such Originator or Parent Guarantor shall consult with Buyer and each of
the Committed Purchaser and the Conduit Purchaser prior to the issuance of such news release or public announcement. The Originators and Parent Guarantor may, however, disclose the general terms of
the transactions contemplated by this Agreement and the Related Documents to trade creditors, suppliers
and other similarly-situated Persons so long as such disclosure is not in the form of a news release or public announcement.

(c)  Except
to the extent otherwise required by applicable law, or in connection with any judicial or administrative proceedings, as required to be filed publicly with the
Securities Exchange Commission, or unless the Originators and Parent Guarantor otherwise consents in writing, the Buyer agrees (i) to maintain the confidentiality of (A) this Agreement
(and all drafts hereof and documents ancillary hereto) and (B) all other confidential proprietary information with respect to Parent Guarantor and its Affiliates and each of their respective
businesses obtained by the Buyer in connection with the structuring, negotiation and execution of the transactions contemplated herein and

24

---

in the other documents ancillary hereto, in each case, in its communications with third parties other than any Affected Party, Originators or Parent Guarantor and (ii) not to disclose,
deliver, or otherwise make available to any third party (other than its directors, officers, employees, accountants or counsel) the original or any copy of all or any part of this Agreement (or any
draft hereof and documents ancillary hereto) except to an Affected Party, an Originator or Parent Guarantor.

Section 8.13.Further Assurances.

(a)  Parent
Guarantor shall, and shall cause each Originator to, and each Originator shall, at its sole cost and expense, upon request of Buyer, any Purchaser or the
Administrative Agent, promptly and duly execute and deliver any and all further instruments and documents and take such further actions that may be necessary or desirable or that Buyer, any Purchaser
or the Administrative Agent may request to carry out more effectively the provisions and purposes of this Agreement or any other Related Document or to obtain the full benefits of this Agreement and
of the rights and powers herein granted, including (i) using its best efforts to secure all consents and approvals necessary or appropriate for the assignment to or for the benefit of Buyer of
any Transferred Receivable or Originator Collateral held by such Originator or in which such Originator has any rights not heretofore assigned, (ii) filing any financing or continuation
statements under the UCC, with respect to the ownership interests or Liens granted hereunder or under any other Related Document, (iii) transferring Originator Collateral to Buyer's possession
if such collateral consists of chattel paper or instruments or if a Lien upon such collateral can be perfected only by possession, or if otherwise requested by Buyer; and (iv) entering into
"control agreements" (as defined in the UCC with respect to any Originator Collateral to the extent that a first priority Lien upon such Originator Collateral can be perfected only by control. Each
Originator hereby authorizes Buyer, each Purchaser and the Administrative Agent to file any such financing or continuation statements without the signature of such Originator to the extent permitted
by applicable law. A carbon, photographic or other reproduction of this Agreement or of any notice or financing statement covering the Transferred Receivables, the Originator Collateral or any part
thereof shall be sufficient as a notice or financing statement where permitted by law. If any amount payable under or in connection with any of the Originator Collateral is or shall become evidenced
by any instrument, such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner satisfactory to Buyer immediately upon any Originator's
receipt thereof and promptly delivered to Buyer.

(b)  If
any Originator or Parent Guarantor fails to perform any agreement or obligation under thisSection 8.13, Buyer,
any Purchaser or the Administrative Agent may (but shall not be required to) itself perform, or cause performance of, such agreement or obligation, and the reasonable expenses of Buyer, such Purchaser
or the Administrative Agent incurred in connection therewith shall be payable by such Originator or Parent Guarantor upon demand of Buyer, such Purchaser or the Administrative Agent.

Section 8.14.Fees and Expenses.In addition to its indemnification obligations pursuant to Article V, each Originator and Parent
Guarantor agrees, jointly and severally, to pay on demand all costs and expenses incurred by Buyer in
connection with the negotiation, preparation, execution and delivery of this Agreement and the other Related Documents, including the fees and out-of-pocket expenses of Buyer's
counsel, advisors, consultants and auditors retained in connection with the transactions contemplated thereby and advice in connection therewith, and each Originator and Parent Guarantor agrees,
jointly and severally, to pay all costs and expenses, if any (including attorneys' fees and expenses but excluding any costs of enforcement or collection of the Transferred Receivables), in connection
with the enforcement of this Agreement and the other Related Documents.

25

---

IN WITNESS WHEREOF, the parties have caused this Sale and Contribution Agreement to be executed by their respective duly authorized representatives, as of the date first above written.

|BUYER:       |  |                                                                                                              |                                               
|------------ |  | ------------------------------------------------------------------------------------------------------------ | ----------------------------------------------
|             |  | K2 FINANCE COMPANY, LLC                                                                                     
|             |  | By                                                                                                           |                                               
|             |  |                                                                                                              | Name: John J. Rangel
Title: Vice President    
|ORIGINATORS: |  |                                                                                                              |                                               
|             |  | K-2 CORPORATION                                                                                             
|             |  | By                                                                                                           |                                               
|             |  |                                                                                                              | Name: John Rangel
Title: Senior Vice President
|             |  | Address:19215 Vashon Highway, SW
Vashon, Washington 98070
Attention: John J. Rangel
Telecopy: (323) 724-0470
|             |  | With a copy to:4900 South Eastern Avenue, #200
Los Angeles, California 90040
Attention: John J. Rangel      

---

| |  | SHAKESPEARE COMPANY, LLC
By K2 INC., its Manager                                                                        
| |  | ------------------------------------------------------------------------------------------------------------------------
| |  | By                                                                                                                      
| |  |                                                                                                                         
| |  | Address:4900 South Eastern Avenue, #200
Los Angeles, California 90040
Attention: John J. Rangel
Telecopy: (323) 724-0470
| |  | STEARNS INC.                                                                                                            
| |  | By                                                                                                                      
| |  |                                                                                                                         
| |  | Address:1100 Stearns Drive
Sauk Rapids, Minnesota 56379
Attention: John J. Rangel
Telecopy: (323) 724-0470              
| |  | With a copy to:4900 South Eastern Avenue, #200
Los Angeles, California 90040
Attention: John J. Rangel                  

---



EXHIBIT 2.01(a)

Form of        RECEIVABLES ASSIGNMENT

THIS RECEIVABLES ASSIGNMENT (the "Receivables Assignment") is entered into as of March 28, 2002, by and
between [                        ] (the "Originator") and K2 FINANCE COMPANY, LLC
("Buyer").

1.    We
refer to that certain Receivables Sale and Contribution Agreement (as amended, restated, supplemented or otherwise modified from time to time, the
"Sale and Contribution Agreement") of even date herewith among Originator, the other persons signatory thereto as "Originator", K2 Inc., in its
capacity as parent guarantor, and Buyer. All of the terms, covenants and conditions of the Sale and Contribution Agreement are hereby made a part of this Receivables Assignment and are deemed
incorporated herein in full. Unless otherwise defined herein, capitalized terms or matters of construction defined or established in the Sale and Contribution Agreement shall be applied herein as
defined or established therein.

2.    For
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Originator hereby sells, or sells or contributes, to Buyer, without
recourse, except as provided in Sections 4.02(o) and 4.04 of the Sale and Contribution Agreement, all of the Originator's right, title and interest in, to and under all of its Receivables (including
all Collections, Records and proceeds with respect thereto) existing as of the Closing Date and thereafter created or arising at any time until the Facility Termination Date.

3.    Subject
to the terms and conditions of the Sale and Contribution Agreement, the Originator hereby covenants and agrees to sign, sell or contribute, as applicable, execute
and deliver, or cause to be signed, sold or contributed, executed and delivered, and to do or make, or cause to be done or made,
upon request of Buyer and at the Originator's expense, any and all agreements, instruments, papers, deeds, acts or things, supplemental, confirmatory or otherwise, as may be reasonably required by
Buyer for the purpose of or in connection with acquiring or more effectively vesting in Buyer or evidencing the vesting in Buyer of the property, rights, title and interests of the Originator sold or
contributed hereunder or intended to be sold or contributed hereunder.

4.    Wherever
possible, each provision of this Receivables Assignment shall be interpreted in such a manner as to be effective and valid under applicable law, but if any
provision of this Receivables Assignment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without
invalidating the remainder of such provision or the remaining provisions of this Receivables Assignment.

5.    THIS
RECEIVABLES ASSIGNMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION
5-1401 OF THE GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICT OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

IN
WITNESS WHEREOF, the parties have caused this Receivables Assignment to be executed by their respective officers thereunto duly authorized, as of the day and year first above written.

|[ORIGINATOR] |  | K2 FINANCE COMPANY, LLC
|------------ |  | -----------------------
|By:          |  |                        
|             |  |                        
|Name:
Title: |  | Name:
Title:           

ANNEX-1

---

ANNEX 4.03(l)

Financial Covenants

Parent Guarantor shall not breach or fail to comply with any of the following financial covenants, each of which shall be calculated in accordance with GAAP
consistently applied:

(a)Fixed Charge Coverage Ratio.Parent Guarantor and its Subsidiaries shall not permit the ratio of
Consolidated Income Available for Fixed Charges to Fixed Charges for the most recently ended period of four consecutive fiscal quarters of Parent Guarantor ending on the last day of each fiscal
quarter set forth below to be less than the ratio set forth below opposite such day:

Fiscal Quarter(s) Ending

Minimum Fixed Charges Coverage RatioDecember 31, 2001

1.25 to 1March 31, 2002

0.70 to 1June 30, 2002

0.80 to 1September 30, 2002

0.95 to 1December 31, 2002

1.25 to 1March 31, 2003

1.35 to 1June 30, 2003

1.45 to 1September 30, 2003

1.55 to 1December 31, 2003 and thereafter

1.75 to 1.


(b)Leverage Ratio.Parent Guarantor shall not permit the Leverage Ratio at any time during any period set forth
below to be greater than the ratio set forth below opposite such period:

Period

Maximum Leverage RatioPrior to 6/29/02

7.80 to 16/30/02 - 9/29/02

7.30 to 19/30/02 - 12/30/02

6.75 to 112/30/02 - 3/30/02

5.50 to 13/31/03 - 6/29/03

5.00 to 16/30/03 - 9/29/03

4.75 to 19/30/03 and thereafter

4.25 to 1.


(c)Capital Expenditures.Parent Guarantor will not, nor will it suffer or permit any of its Subsidiaries to,
make, or become legally obligated to make, any Capital Expenditures, except Capital Expenditures in any fiscal year of Parent Guarantor not exceeding $20,000,000 in the aggregate.

Capitalized
terms used in thisAnnex 4.03(l)and not otherwise defined below shall have the respective meanings ascribed to them in Annex X.

"Capital Expenditures" shall have the meaning set forth in the Parent Revolver.

"Consolidated Income Available for Fixed Charges" shall have the meaning set forth in the Parent Revolver.

"Fixed Charges" shall have the meaning set forth in the Parent Revolver.

"Leverage Ratio" shall have the meaning set forth in the Parent Revolver.

ANNEX-2

---

ANNEX Z

Parent
Revolver

[see
attached]

ANNEX-3

---

QuickLinks