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Originator-Name: webmaster@www.sec.gov
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<SEC-DOCUMENT>0000899681-05-000674.txt : 20051101
<SEC-HEADER>0000899681-05-000674.hdr.sgml : 20051101
<ACCEPTANCE-DATETIME>20051101171655
ACCESSION NUMBER:		0000899681-05-000674
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		4
CONFORMED PERIOD OF REPORT:	20051027
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20051101
DATE AS OF CHANGE:		20051101

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			SYSTEMAX INC
		CENTRAL INDEX KEY:			0000945114
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
		IRS NUMBER:				113262067
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-13792
		FILM NUMBER:		051170731

	BUSINESS ADDRESS:	
		STREET 1:		22 HARBOR PARK DR
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050
		BUSINESS PHONE:		5166087000

	MAIL ADDRESS:	
		STREET 1:		22 HARBOR PARK DRIVE
		CITY:			PORT WASHINGTON
		STATE:			NY
		ZIP:			11050

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	GLOBAL DIRECTMAIL CORP
		DATE OF NAME CHANGE:	19950509
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>systemax-8k_103105.htm
<TEXT>
<HTML>
<HEAD>
<TITLE>8-K</TITLE>
</HEAD>
<BODY>


<P ALIGN=CENTER><FONT SIZE=5>SECURITIES AND EXCHANGE COMMISSION</FONT><BR>
<FONT SIZE=3>WASHINGTON, D.C. 20549</FONT></P>

<HR SIZE=1 WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=5><B>FORM 8-K</B></FONT><BR>
<FONT SIZE=3>CURRENT REPORT<BR>
PURSUANT TO SECTION 13 OR 15(D) OF THE<BR>
SECURITIES EXCHANGE ACT OF 1934<BR>
<BR>
Date of Report (Date of earliest event reported): October 27, 2005<BR>
<BR>
<B>Systemax Inc.</B><BR>
(Exact Name of Registrant as Specified in Charter)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=33% ALIGN=CENTER>
<B>Delaware</B><BR>
(State or Other Jurisdiction<BR>
of Incorporation)</TD>
<TD WIDTH=33% ALIGN=CENTER>
<B>1-13792</B><BR>
(Commission<BR>
File Number)</TD>
<TD WIDTH=34% ALIGN=CENTER>
<B>11-3262067</B><BR>
(IRS Employer<BR>
Identification No.)</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3><B>11 Harbor Park Drive<BR>
Port Washington, New York 11050</B><BR>
(Address of Principal Executive offices, including Zip Code)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Registrant's telephone number, including area code: <B>(516) 608-7000</B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>N.A.</B><BR>
(Former Name or Former Address, if Changed Since Last Report)</FONT></P>

<P><FONT SIZE=3>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligations of the registrant
under any of the following provisions (<I>see</I> General Instruction A.2
below): </FONT></P>

<P><FONT SIZE=3>|_| Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425) </FONT></P>

<P><FONT SIZE=3>|_| Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14-12) </FONT></P>

<P><FONT SIZE=3>|_| Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240-14d-2(b)) </FONT></P>

<P><FONT SIZE=3>|_| Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CRF 240.13e-4(c)) </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Page 1 of 118</FONT></P>
<PAGE>

<P ALIGN=LEFT><FONT SIZE=3><B><U>ITEM 1.01</U></B>&nbsp;&nbsp;&nbsp;
<B><U>Entry Into a Material Definitive Agreement</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
October 27, 2005, the Company entered into an Amended and Restated Credit
Agreement with a group of financial institutions with JP Morgan Chase serving as
Agent. This agreement amended the Loan and Security Agreement dated as of June
12, 2001 with such lenders and certain additional lenders and increased the
revolving credit facility from $70 million to an aggregate amount of up to $120
million. This facility also replaced the &#163;15 million (US $27 million)
credit facility and &#163;5 million (US$ 9 million) term loan in the United
Kingdom. The new facility will be available to the Company, its domestic
subsidiaries and its United Kingdom subsidiary, Systemax Europe Ltd., for five
years. It is secured principally by accounts receivable and inventory and
certain other assets pursuant to an Amended and Restated Pledge and Security
Agreement. Copies of the credit and security amendments are filed as exhibits to
this Form 8-K. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B><U>ITEM 7.01</U></B>&nbsp;&nbsp;&nbsp;
<B><U>Regulation FD Disclosure</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The
Company issued the following press release regarding the amended and restated
credit agreement described in Item 1.01 on October 28, 2005: </FONT></P>

<IMG SRC="system.jpg">


<P ALIGN=LEFT><FONT SIZE=3><B>INVESTOR CONTACT:<BR>
Steven M. Goldschein<BR>
516 608-7000</B></FONT></P>

<HR SIZE=1 ALIGN=CENTER WIDTH=75% NOSHADE>


<P ALIGN=CENTER><FONT SIZE=3><B>SYSTEMAX ARRANGES INCREASED CREDIT FACILITY</B></FONT></P>

<P><FONT SIZE=3><B>PORT WASHINGTON, NY,
October 28, 2005 &#150; </B>Systemax Inc. (NYSE:SYX) a leading distributor and
manufacturer of PC hardware, related computer products and industrial products
in North America and Europe, today announced that it has increased its committed
revolving credit facility from $70 million to an aggregate amount of up to $120
million with a group of financial institutions with JP Morgan Chase serving as
Agent. This facility also replaces the &#163;15 million (US $27 million)
facility and &#163;5 million (US$ 9 million) term loan in the United Kingdom.
The facility will be available to the Company, its domestic subsidiaries and its
United Kingdom subsidiary, Systemax Europe Ltd., for five years and is secured
principally by accounts receivable and inventory and certain other assets. </FONT></P>

<P><FONT SIZE=3>Steven Goldschein the
Company&#146;s Chief Financial Officer, noted that the increased facility will
provide the Company with more than adequate credit availability both in the U.
S. and U. K. &#147;We are pleased with the group of lenders that are
participating and look forward to working with them as we grow the
Company&#148;, he added. </FONT></P>

<P><FONT SIZE=3>Systemax
(<U>www.systemax.com</U>) utilizes an integrated system of branded e-commerce
web sites, direct mail catalogs and relationship marketers to sell PC hardware,
related computer products and industrial products in North America and Europe.
Systemax is a Fortune 1000 company. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>Forward-Looking Statements</FONT></P>

<P><FONT SIZE=3>This press release may
contain forward-looking statements about the Company&#146;s performance. These
statements are based on management&#146;s estimates, assumptions and projections
and are not guarantees of future performance. The Company assumes no obligation
to update these statements. Actual results may differ materially from results
expressed or implied in these statements as the result of risks, uncertainties
and other factors including, but not limited to: (a) unanticipated variations in
sales volume, (b) economic conditions and exchange rates, (c) actions by
competitors, (d) the continuation of key vendor relationships, (e) the ability
to maintain satisfactory loan agreements with lenders, (f) risks associated with
the delivery of merchandise to customers utilizing common carriers, (g) the
operation of the Company&#146;s management information systems, and (h)
unanticipated legal and administrative proceedings. Please refer to the Forward
Looking Statements section contained in Item 7 of the Company&#146;s Form 10-K
for a more detailed explanation of the inherent limitations in such
forward-looking statements. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><B><U>ITEM 9.01</U></B>&nbsp;&nbsp;&nbsp;
<B><U>Financial Statements and Exhibits</U></B></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><I>(a)  Financial Statements of Business Acquired - not applicable</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><I>(b)  Pro Forma Financial Information - not applicable</I></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3><I>(c)  Exhibits</I></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>10.1</TD>
<TD WIDTH=90%>Amended and Restated Credit Agreement with JPMorgan Chase Bank and other
lenders, dated as of October 27, 2005</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>10.2</TD>
<TD WIDTH=90%>Amended and Restated Security and Pledge Agreement with JPMorgan
Chase Bank as agent, dated as of October 27, 2005</TD>
</TR>
</TABLE>
<BR>


<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>
SYSTEMAX INC.<BR>
<BR>
By: <U>/s/ Steven Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name: Steven Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title: Senior Vice President and CFO
</TD>
</TR>
</TABLE>
<BR>
<BR>


<P ALIGN=LEFT><FONT SIZE=3>Dated: November 1, 2005</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>Exhibit Index</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>10.1</TD>
<TD WIDTH=90%>Amended and Restated Credit Agreement with JPMorgan Chase Bank and
other lenders, dated as of October 27, 2005 </TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>10.2</TD>
<TD WIDTH=90%>Amended and Restated Security and Pledge Agreement with JPMorgan
Chase Bank as agent, dated as of October 27, 2005 </TD>
</TR>
</TABLE>
<BR>

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end
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>systemax-ex101_103105.htm
<DESCRIPTION>EXHIBIT 10.1
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.1</TITLE>
</HEAD>
<BODY>

<P ALIGN=RIGHT><FONT SIZE=3>EXECUTION VERSION</FONT></P>

<HR SIZE=1>

<P ALIGN=CENTER><FONT SIZE=3>AMENDED AND RESTATED<BR>
CREDIT AGREEMENT<BR>
<BR>
dated as of<BR>
October 27, 2005<BR>
<BR>
Among<BR>
<BR>
SYSTEMAX INC.<BR>
SYSTEMAX MANUFACTURING INC.<BR>
GLOBAL COMPUTER SUPPLIES INC.<BR>
GLOBAL EQUIPMENT COMPANY INC.<BR>
TIGERDIRECT, INC.<BR>
DARTEK CORPORATION<BR>
NEXEL INDUSTRIES, INC.<BR>
MISCO AMERICA INC.<BR>
ONREBATE.COM INC.<BR>
PAPIER CATALOGUES, INC.<BR>
CATALOG DATA SYSTEMS, INC.<BR>
MILLENNIUM FALCON CORP.<BR>
TEK SERV INC.<BR>
B.T.S.A., INC.<BR>
PROFIT CENTER SOFTWARE INC.<BR>
GLOBAL GOV/ED SOLUTIONS INC.<BR>
GLOBAL GOVERNMENT &amp; EDUCATION INC.<BR>
SYX DISTRIBUTION INC.<BR>
SYX SERVICES INC.<BR>
ULTRA PRODUCTS INC.<BR>
and<BR>
SYSTEMAX EUROPE LIMITED<BR>
(EACH A BORROWER AND, COLLECTIVELY, THE BORROWERS)<BR>
<BR>
SYSTEMAX SUWANEE LLC<BR>
and<BR>
THE MILLENIUM GROUP LLC<BR>
(EACH A LOAN GUARANTOR)<BR>
<BR>
The Lenders Party Hereto<BR>
<BR>
JPMORGAN CHASE BANK, N.A.,<BR>
as US Administrative Agent<BR>
<BR>
J.P. MORGAN EUROPE LIMITED<BR>
as UK Administrative Agent<BR>
<BR>
J.P. MORGAN SECURITIES INC.,<BR>
as Sole Bookrunner and Sole Lead Arranger<BR>
<BR>
GENERAL ELECTRIC CAPITAL CORPORATION<BR>
and<BR>
GMAC COMMERICAL FINANCE LLC,<BR>
as Co-Agents</FONT></P>

<HR SIZE=1>

<P ALIGN=CENTER><FONT SIZE=3>CHASE BUSINESS CREDIT</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>TABLE OF CONTENTS</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=95%></TD>
<TD WIDTH=5%>Page</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE I.</TD>
<TD WIDTH=80%>Definitions</TD>
<TD WIDTH=5%>2</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>SECTION 1.01.<BR>
SECTION 1.02.<BR>
SECTION 1.03.<BR>
SECTION 1.04.<BR>
SECTION 1.05.</TD>
<TD WIDTH=75%>Defined Terms<BR>
Classification of Loans and Borrowings<BR>
Terms Generally<BR>
Accounting Terms; GAAP<BR>
Currencies; Exchange Rates</TD>
<TD WIDTH=5%>2<BR>
40<BR>
40<BR>
40<BR>
40</TD>
</TR>
</TABLE>
<BR>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE II.</TD>
<TD WIDTH=80%>The Credits</TD>
<TD WIDTH=5%>41</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>SECTION 2.01.<BR>
SECTION 2.02.<BR>
SECTION 2.03.<BR>
SECTION 2.04.<BR>
SECTION 2.05.<BR>
SECTION 2.06.<BR>
SECTION 2.07.<BR>
SECTION 2.08.<BR>
SECTION 2.09.<BR>
SECTION 2.10.<BR>
SECTION 2.11.<BR>
SECTION 2.12.<BR>
SECTION 2.13.<BR>
SECTION 2.14.<BR>
SECTION 2.15.<BR>
SECTION 2.16.<BR>
SECTION 2.17.<BR>
SECTION 2.18.<BR>
SECTION 2.19.<BR>
SECTION 2.20.<BR>
SECTION 2.21.<BR>
SECTION 2.22.</TD>
<TD WIDTH=75%>Commitments<BR>
Loans and Borrowings<BR>
Requests for Borrowings<BR>
Protective Advances<BR>
Letters of Credit<BR>
Funding of Borrowings<BR>
Interest Elections<BR>
Termination, Increase,  or Reduction of Commitments<BR>
Repayment and Amortization of Loans; Evidence of Debt<BR>
Prepayment of Loans<BR>
Fees<BR>
Interest<BR>
Alternate Rate of Interest<BR>
Increased Costs<BR>
Break Funding Payments<BR>
Taxes<BR>
Payments Generally; Allocation of Proceeds; Sharing of Set-offs<BR>
Mitigation Obligations; Replacement of Lenders<BR>
Returned Payments<BR>
Money of Account, etc.<BR>
Currency Fluctuations, etc.<BR>
Consolidation of Credit Facilities</TD>
<TD WIDTH=5%>41<BR>
41<BR>
42<BR>
44<BR>
45<BR>
51<BR>
53<BR>
55<BR>
58<BR>
59<BR>
61<BR>
62<BR>
63<BR>
63<BR>
65<BR>
65<BR>
67<BR>
71<BR>
72<BR>
72<BR>
72<BR>
73</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE III.</TD>
<TD WIDTH=80%>Representations and Warranties</TD>
<TD WIDTH=5%>75</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>SECTION 3.01.<BR>
SECTION 3.02.<BR>
SECTION 3.03.<BR>
SECTION 3.04.<BR>
SECTION 3.05.<BR>
SECTION 3.06.<BR>
SECTION 3.07.<BR>
SECTION 3.08.<BR>
SECTION 3.09.<BR>
SECTION 3.10.<BR>
SECTION 3.11.<BR>
SECTION 3.12.<BR>
SECTION 3.13.<BR>
SECTION 3.14.<BR>
SECTION 3.15.<BR>
SECTION 3.16.<BR>
SECTION 3.17.<BR>
SECTION 3.18.<BR>
SECTION 3.19.<BR>
SECTION 3.20.<BR>
SECTION 3.21.<BR>
SECTION 3.22.<BR>
SECTION 3.23.</TD>
<TD WIDTH=75%>Organization; Powers<BR>
Authorization; Enforceability<BR>
Governmental Approvals; No Conflicts<BR>
Financial Condition; No Material Adverse Change<BR>
Properties<BR>
Litigation and Environmental Matters<BR>
Compliance with Laws and Agreements<BR>
Investment and Holding Company Status<BR>
Taxes<BR>
ERISA<BR>
Disclosure<BR>
Material Agreements<BR>
Solvency<BR>
Insurance<BR>
Capitalization and Subsidiaries<BR>
Security Interest in Collateral<BR>
Labor Disputes<BR>
Security Documents<BR>
Common Enterprise<BR>
Governing Law and Judgements<BR>
Centre of Main Interests<BR>
Adverse Consequences<BR>
Collateral Deposit Accounts</TD>
<TD WIDTH=5%>75<BR>
75<BR>
75<BR>
75<BR>
76<BR>
76<BR>
77<BR>
77<BR>
77<BR>
77<BR>
77<BR>
78<BR>
78<BR>
78<BR>
78<BR>
79<BR>
79<BR>
79<BR>
80<BR>
80<BR>
80<BR>
80<BR>
81</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE IV.</TD>
<TD WIDTH=80%>Conditions</TD>
<TD WIDTH=5%>81</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>SECTION 4.01.<BR>
SECTION 4.02.</TD>
<TD WIDTH=75%>Effective Date<BR>
Each Credit Event</TD>
<TD WIDTH=5%>81<BR>
85</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE V.</TD>
<TD WIDTH=80%>Affirmative Covenants</TD>
<TD WIDTH=5%>85</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>SECTION 5.01.<BR>
SECTION 5.02.<BR>
SECTION 5.03.<BR>
SECTION 5.04.<BR>
SECTION 5.05.<BR>
SECTION 5.06.<BR>
SECTION 5.07.<BR>
SECTION 5.08.<BR>
SECTION 5.09.<BR>
SECTION 5.10.<BR>
SECTION 5.11.<BR>
SECTION 5.12.<BR>
SECTION 5.13.<BR>
SECTION 5.14.<BR>
SECTION 5.15.<BR>
SECTION 5.16.<BR>
SECTION 5.17.<BR>
SECTION 5.18.</TD>
<TD WIDTH=75%>Financial Statements; Borrowing Base and Other Information<BR>
Notices of Material Events<BR>
Information Regarding Collateral<BR>
Existence; Conduct of Business<BR>
Payment of Obligations<BR>
Maintenance of Properties<BR>
[Intentionally Omitted]<BR>
Compliance with Laws<BR>
Use of Proceeds<BR>
Insurance<BR>
Casualty and Condemnation<BR>
Books and Records; Inspection and Audit Rights; Confirmation of Receivables<BR>
Compliance with Laws<BR>
Appraisals<BR>
Depository Banks<BR>
Additional Collateral; Further Assurances<BR>
Full Cash Dominion; Collateral Deposit Account; Lock Boxes, Collections, Etc.<BR>
Benefit Plans Payments</TD>
<TD WIDTH=5%>85<BR>
90<BR>
91<BR>
92<BR>
92<BR>
92<BR>
92<BR>
92<BR>
93<BR>
93<BR>
94<BR>
94<BR>
95<BR>
95<BR>
95<BR>
95<BR>
97<BR>
99</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE VI.</TD>
<TD WIDTH=80%>Negative Covenants</TD>
<TD WIDTH=5%>99</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>SECTION 6.01.<BR>
SECTION 6.02.<BR>
SECTION 6.03.<BR>
SECTION 6.04.<BR>
SECTION 6.05.<BR>
SECTION 6.06.<BR>
SECTION 6.07.<BR>
SECTION 6.08.<BR>
SECTION 6.09.<BR>
SECTION 6.10.<BR>
SECTION 6.11.<BR>
SECTION 6.12.<BR>
SECTION 6.13.<BR>
SECTION 6.14.<BR>
SECTION 6.15.<BR>
SECTION 6.16.</TD>
<TD WIDTH=75%>Indebtedness<BR>
Liens<BR>
Fundamental Changes<BR>
Investments, Loans, Advances, Guarantees and Acquisitions<BR>
Asset Sales<BR>
Sale and Leaseback Transactions<BR>
Swap Agreements<BR>
Restricted Payments; Certain Payments of Indebtedness<BR>
Transactions with Affiliates<BR>
Restrictive Agreements<BR>
Amendment of Material Documents<BR>
Capital Expenditures<BR>
Fixed Charge Coverage Ratio<BR>
Floorplanning<BR>
Centre of Main Interest<BR>
Leases</TD>
<TD WIDTH=5%>99<BR>
100<BR>
102<BR>
102<BR>
103<BR>
104<BR>
104<BR>
104<BR>
105<BR>
106<BR>
106<BR>
106<BR>
106<BR>
107<BR>
107<BR>
107</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE VII.</TD>
<TD WIDTH=80%>Events of Default</TD>
<TD WIDTH=5%>107</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE VIII.</TD>
<TD WIDTH=80%>The Administrative Agents</TD>
<TD WIDTH=5%>111</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE IX.</TD>
<TD WIDTH=80%>Miscellaneous</TD>
<TD WIDTH=5%>114</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>SECTION 9.01.<BR>
SECTION 9.02.<BR>
SECTION 9.03.<BR>
SECTION 9.04.<BR>
SECTION 9.05.<BR>
SECTION 9.06.<BR>
SECTION 9.07.<BR>
SECTION 9.08.<BR>
SECTION 9.09.<BR>
SECTION 9.10.<BR>
SECTION 9.11.<BR>
SECTION 9.12.<BR>
SECTION 9.13.<BR>
SECTION 9.14.<BR>
SECTION 9.15.<BR>
SECTION 9.16.<BR>
SECTION 9.17.</TD>
<TD WIDTH=75%>Notices<BR>
Waivers; Amendments<BR>
Expenses; Indemnity; Damage Waiver<BR>
Successors and Assigns<BR>
Survival<BR>
Counterparts; Integration; Effectiveness<BR>
Severability<BR>
Right of Setoff<BR>
Governing Law; Jurisdiction; Consent to Service of Process<BR>
WAIVER OF JURY TRIAL<BR>
Headings<BR>
Confidentiality<BR>
Several Obligations; Nonreliance; Violation of Law<BR>
USA PATRIOT Act<BR>
Disclosure<BR>
Appointment for Perfection<BR>
Interest Rate Limitation</TD>
<TD WIDTH=5%>114<BR>
116<BR>
118<BR>
120<BR>
122<BR>
123<BR>
123<BR>
123<BR>
124<BR>
125<BR>
125<BR>
125<BR>
126<BR>
126<BR>
126<BR>
126<BR>
126</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE X.</TD>
<TD WIDTH=80%>Loan Guaranty</TD>
<TD WIDTH=5%>127</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>SECTION 10.01.<BR>
SECTION 10.02.<BR>
SECTION 10.03.<BR>
SECTION 10.04.<BR>
SECTION 10.05.<BR>
SECTION 10.06.<BR>
SECTION 10.07.<BR>
SECTION 10.08.<BR>
SECTION 10.09.<BR>
SECTION 10.10.<BR>
SECTION 10.11.<BR>
SECTION 10.12.</TD>
<TD WIDTH=75%>Guaranty<BR>
Guaranty of Payment<BR>
No Discharge or Diminishment of Loan Guaranty<BR>
Defenses Waived<BR>
Rights of Subrogation<BR>
Reinstatement; Stay of Acceleration<BR>
Information<BR>
Termination<BR>
Taxes<BR>
Maximum Liability<BR>
Contribution<BR>
Liability Cumulative</TD>
<TD WIDTH=5%>127<BR>
127<BR>
127<BR>
128<BR>
129<BR>
129<BR>
129<BR>
129<BR>
129<BR>
130<BR>
130<BR>
131</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%>ARTICLE XI.</TD>
<TD WIDTH=80%>BORROWING AGENCY</TD>
<TD WIDTH=5%>131</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>SECTION 11.01.<BR>
SECTION 11.02.<BR>
SECTION 11.03.</TD>
<TD WIDTH=75%>Borrowing Agency Provisions; Several Nature of UK Borrower<BR>
Waivers<BR>
Limitation on Liability of UK Borrower</TD>
<TD WIDTH=5%>131<BR>
131<BR>
132</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3>SCHEDULES:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20%>Schedule 1(a)<BR>
Schedule 1(b)<BR>
Schedule 3.05<BR>
Schedule 3.06<BR>
Schedule 3.12<BR>
Schedule 3.14<BR>
Schedule 3.15<BR>
Schedule 3.18(b)<BR>
<BR>
Schedule 3.18(c)<BR>
<BR>
Schedule 5.17<BR>
Schedule 6.01<BR>
Schedule 6.02<BR>
Schedule 6.04<BR>
Schedule 6.10<BR>
Schedule 6.16</TD>
<TD WIDTH=5%>-<BR>
- -<BR>
- -<BR>
- -<BR>
- -<BR>
- -<BR>
- -<BR>
- -<BR>
<BR>
- -<BR>
<BR>
- -<BR>
- -<BR>
- -<BR>
- -<BR>
- -<BR>
- -</TD>
<TD WIDTH=75%>Commitment Schedule<BR>
Existing Letters of Credit<BR>
Properties<BR>
Disclosed Matters<BR>
Material Agreements<BR>
Insurance<BR>
Capitalization and Subsidiaries<BR>
Financing Statements, Releases and Other Filings re Collateral (other<BR>
than Intellectual Property)<BR>
Assignment of Security Agreement, Amendments and Other Filings re<BR>
Intellectual Property<BR>
Collateral Deposit Accounts and Banks with Lock Boxes<BR>
Existing Indebtedness<BR>
Existing Liens<BR>
Existing Investments<BR>
Existing Restrictions<BR>
Existing Leases</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3>EXHIBITS:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20%>Exhibit A<BR>
Exhibit B<BR>
Exhibit C<BR>
Exhibit D<BR>
Exhibit E<BR>
Exhibit F</TD>
<TD WIDTH=5%>-<BR>
- -<BR>
- -<BR>
- -<BR>
- -<BR>
- -</TD>
<TD WIDTH=75%>Form of Assignment and Acceptance<BR>
Form of Opinion of Borrower's Counsel<BR>
Form of Borrowing Base Certificate<BR>
Form of Compliance Certificate<BR>
Joinder Agreement<BR>
Mandatory Costs</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;AMENDED AND RESTATED CREDIT
AGREEMENT dated as of October 27, 2005 (as it may be amended or modified from
time to time, this "Agreement"), among SYSTEMAX INC., a corporation organized
under the laws of the State of Delaware ("SYX"), SYSTEMAX MANUFACTURING INC., a
corporation organized under the laws of the State of Delaware ("SMI"), GLOBAL
COMPUTER SUPPLIES INC., a corporation organized under the laws of the State of
New York ("GCS"), GLOBAL EQUIPMENT COMPANY INC., a corporation organized under
the laws of the State of New York ("GEC"), TIGERDIRECT, INC., a corporation
organized under the laws of the State of Florida ("Tiger"), DARTEK CORPORATION,
a corporation organized under the laws of the State of Delaware ("Dartek"),
NEXEL INDUSTRIES, INC., a corporation organized under the laws of the State of
New York ("NII"), MISCO AMERICA INC., a corporation organized under the laws of
the State of Delaware ("Misco"), ONREBATE.COM INC., a corporation organized
under the laws of the State of Delaware ("OCI"), PAPIER CATALOGUES, INC., a
corporation organized under the laws of the State of New York ("PCI"), CATALOG
DATA SYSTEMS, INC., a corporation organized under the laws of the State of New
York ("CDS"), MILLENNIUM FALCON CORP., a corporation organized under the laws of
the State of Delaware ("MFC"), TEK SERV INC., a corporation organized under the
laws of the State of Delaware ("TSI"), B.T.S.A., Inc., a corporation organized
under the laws of the State of New York ("BTSA"), PROFIT CENTER SOFTWARE INC., a
corporation organized under the laws of the State of New York ("PCS"), GLOBAL
GOV/ED SOLUTIONS INC., a corporation organized under the laws of the State of
Delaware ("GGES"), GLOBAL GOVERNMENT &amp; EDUCATION INC., a corporation
organized under the laws of the State of Delaware ("GGE"), SYX DISTRIBUTION
INC., a corporation organized under the laws of the State of Delaware ("SYXD"),
SYX SERVICES INC., a corporation organized under the laws of the State of New
York ("SSI"), and ULTRA PRODUCTS INC., a corporation organized under the laws of
the State of Delaware ("UPI") (SYX, SMI, GCS, GEC, Tiger, Dartek, NII, Misco,
OCI, PCI, CDS, MFC, TSI, BTSA, PCS, GGES, GGE, SYXD, SSI and UPI, each a "US
Borrower" and jointly and severally the "US Borrowers"), SYSTEMAX EUROPE
LIMITED, a corporation organized under the laws of Scotland ("the UK Borrower";
the US Borrowers and the UK Borrower hereinafter each a "Borrower" and, jointly
and severally as the context may require, the "Borrowers"), SYSTEMAX SUWANEE
LLC, a limited liability company organized under the laws of the State of
Delaware ("SSLLC"), and THE MILLENIUM GROUP LLC, a limited liability company
organized under the laws of the State of Connecticut ("TMGLLC") (SSLLC, TMGLLC
and each US Borrower, each a "Loan Guarantor" and, jointly and severally as the
context may require, the "Loan Guarantors"), the Lenders party hereto, J.P.
MORGAN EUROPE LIMITED, as UK Administrative Agent, JPMORGAN CHASE BANK, N.A., as
US Administrative Agent, J.P. MORGAN SECURITIES, INC., as Sole Bookrunner and
Sole Lead Arranger, and GENERAL ELECTRIC CAPITAL CORPORATION and GMAC COMMERCIAL
FINANCE LLC, as Co-Agents. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The US Borrowers (other
than GGE), the US Administrative Agent and the lenders party thereto are parties
to the Loan and Security Agreement dated as of June 13, 2001 (as amended or
otherwise supplemented prior to the date hereof, the "<U>Existing US Credit
Agreement</U>") pursuant to which the lenders party thereto agreed to
provide the US Borrowers (other than GGE) with certain financial accommodations.
This Agreement is being entered into for the purpose of amending and restating
the Existing US Credit Agreement on the terms and conditions herein set forth. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN CONSIDERATION of the
mutual covenants and undertakings herein contained, the parties hereto hereby
agree as follows: </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><U>Amendment and Restatement.</U></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of the date of this
Agreement, the terms, conditions, covenants, agreements, representations and
warranties contained in the Existing US Credit Agreement shall be deemed amended
and restated in their entirety as follows and as provided in the Security
Agreement (as hereinafter defined), and the Existing US Credit Agreement shall
be consolidated with and into and superseded by this Agreement and the Security
Agreement; <U>provided</U>, <U>however</U>, that nothing contained in this
Agreement or the Security Agreement shall impair, limit or affect the Liens
heretofore granted, pledged and/or assigned to the US Administrative Agent
and/or the lenders party thereto as security for the Obligations under, and as
defined in, the Existing US Credit Agreement, except as otherwise herein
provided. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE I. <U>Definitions</U></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 1.01. <U>Defined Terms</U>. As used in this Agreement, the following terms have
the meanings specified below:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>ABR</U>",
when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans comprising such Borrowing, are bearing interest at a rate determined
by reference to the Alternate US Base Rate or the Alternate Eurocurrency Base
Rate, as applicable. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Account</U>" has the meaning assigned to such term in the Security Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Account Debtor</U>" means any Person obligated on an Account.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&quot;<U>Acquisition</U>&quot;
means any transaction, or any series of related transactions, consummated on or
after the Effective Date, by which any Loan Party (a) acquires any going
business or all or substantially all of the assets of any Person, whether
through purchase of assets, merger or otherwise or (b) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the Equity Interests
of a Person which has ordinary voting power for the election of directors or
other similar management personnel of a Person (other than Equity Interests
having such power only by reason of the happening of a contingency) or a
majority of the outstanding Equity Interests of a Person. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Adjusted LIBO
Rate</U>" means, for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) with
respect to US Revolving Loans, the LIBO Rate for such Interest Period multiplied
by the Statutory Reserve Rate and (b) with respect to UK Revolving Loans, the
LIBO Rate for such Interest Period plus the UK Mandatory Costs. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Administrative Agents</U>" means the US Administrative Agent and the UK
Administrative Agent.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Administrative
Questionnaire</U>" means an administrative questionnaire in a form supplied
by an Administrative Agent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Affiliate</U>"
means, with respect to a specified Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or
is under common Control with the Person specified. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Aggregate UK
Revolving Exposure</U>" means, at any time, the aggregate UK Revolving
Exposure of all the UK Lenders. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Aggregate US
Revolving Exposure</U>" means, at any time, the aggregate US Revolving
Exposure of all the US Lenders. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Agreement</U>" has the meaning assigned to such term in the introductory paragraph
of this Agreement.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Alternate US Base
Rate</U>" means, for any day, a rate per annum equal to the greater of
(a)&#160;the Prime Rate in effect on such day and (b)&#160;the Federal Funds
Effective Rate in effect on such day plus&#160;&#189; of 1%. Any change in the
Alternate US Base Rate due to a change in the Prime Rate or the Federal Funds
Effective Rate shall be effective from and including the effective date of such
change in the Prime Rate or the Federal Funds Effective Rate, respectively. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Alternate
Eurocurrency Base Rate</U>" means, on each day with respect to any UK
Revolving Loan or UK Borrowing in Sterling or Euro (a)&#160;as to UK Revolving
Loans or UK Borrowings in Sterling, the rate of interest determined by the UK
Administrative Agent to be the rate <I>per annum</I> (rounded upward two decimal
places), appearing on the Dow Jones Markets Telerate Page 3750 for Sterling
overnight LIBOR, and (b)&#160;as to UK Revolving Loans or UK Borrowings in Euro,
the rate of interest determined by the UK Administrative Agent to be the rate
<I>per annum </I>(rounded upward two decimal places), appearing on the Dow Jones
Markets Telerate Page 3750 for Overnight EURIBOR, plus, in each case, the UK
Mandatory Costs. In the event that such rate does not appear on the Dow Jones
Markets Telerate Page 3750 (or otherwise on the Dow Jones Markets screen), the
Alternate Eurocurrency Base Rate for the purposes of this definition shall be
determined by reference to such other comparable publicly available service for
displaying eurocurrency rates as may be selected by the UK Administrative Agent,
or, in the absence of such availability, the Alternate Eurocurrency Base Rate
shall be the rate of interest determined in commercial good faith by the UK
Administrative Agent to be the rate <I>per annum </I>at which overnight deposits
in Sterling or Euro, as the case may be, are offered by the principal office of
Chase in London to major banks in the London interbank market. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Applicable
Percentage</U>" means the Applicable UK Percentage and/or the Applicable US
Percentage, as appropriate in the context. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Applicable
Rate</U>" means, for any day, with respect to any Interest Payment Date, a
Eurocurrency Loan or ABR Loan, as the case may be, the applicable rate per annum
set forth below under the caption "Eurocurrency Spread" (i.e. for the
purposes of determine the Contract Rate for Loans based upon both the
Alternative Eurocurrency Base Rate and the "Adjusted LIBO Rate") or
"Alternate US Base Rate Spread", as the case may be, based upon
Trailing Borrowing Base Availability as follows: </FONT></P>

<PRE>
<FONT SIZE=1>
======================================================= ==================== =======================
Trailing Borrowing Base Availability                    Eurocurrency         Alternate US Base
                                                        Spread               Rate Spread
- ------------------------------------------------------- -------------------- -----------------------
Category 1                                              2.25%                0.25%
Less than $35,000,000
- ------------------------------------------------------- -------------------- -----------------------
Category 2                                              2.00%                0%
$35,000,000 or more but less than $50,000,000
- ------------------------------------------------------- -------------------- -----------------------
Category 3                                              1.75%                0%
$50,000,000 or more but less than $65,000,000
- ------------------------------------------------------- -------------------- -----------------------
Category 4                                              1.50%                0%
$65,000,000 or more but less than $80,000,000
- ------------------------------------------------------- -------------------- -----------------------
Category 5                                              1.25%                0%
$80,000,000 or more
======================================================= ==================== =======================
</FONT>
</PRE>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of the
foregoing, until the delivery to the US Administrative Agent, pursuant to
Section&#160;5.01, of the financial information of SYX on a Consolidated Basis
for the first fiscal quarter ending no sooner than six months after the
Effective Date, the Applicable Rate shall be the applicable rate per annum set
forth above in Category&#160;3, and thereafter (a)&#160;the Applicable Rate
shall be determined by the US Administrative Agent as of the end of each fiscal
quarter of SYX on a Consolidated Basis based upon Trailing Borrowing Base
Availability during the quarter then ended and (b) each change in the Applicable
Rate resulting from a change in Trailing Borrowing Base Availability shall be
effective on the first day of the next month following delivery to the US
Administrative Agent pursuant to Section 5.01 of the financial information of
SYX on a Consolidated Basis for the fiscal quarter referred to in clause (a)
above until the effective date of the next such change; <U>provided </U>that
Trailing Borrowing Base Availability shall be deemed to be in Category&#160;1 if
an Event of Default has occurred which is then continuing; <U>provided</U>,
<U>further</U>, that notwithstanding anything to the contrary herein any change
in the Applicable Rate in respect of a Eurocurrency Loan outstanding at the time
of such change shall not be effective until the first day of the next Interest
Period in respect of such Eurocurrency Loan. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Applicable UK
Percentage</U>" means, with respect to any UK Lender, a percentage equal to
a fraction the numerator of which is such Lender's UK Revolving Commitment
and the denominator of which is the aggregate UK Revolving Commitment of all UK
Lenders (if the UK Revolving Commitments have terminated or expired, the
Applicable UK Percentages shall be determined based upon such Lender's
share of the aggregate UK Revolving Exposure at that time). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Applicable US
Percentage</U>" means, with respect to any US Lender, a percentage equal to
a fraction the numerator of which is such Lender's US Revolving Commitment
and the denominator of which is the aggregate US Revolving Commitment of all US
Lenders (if the US Revolving Commitments have terminated or expired, the
Applicable US Percentages shall be determined based upon such Lender's
share of the aggregate US Revolving Exposure at that time). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Assignment and
Acceptance</U>" means an assignment and acceptance entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section&#160;9.04), and accepted by the US Administrative Agent, in the form of
Exhibit&#160;A or any other form approved by the US Administrative Agent. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Assumption Agreement</U>" has the meaning set forth in Section 2.08(d).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Available
Revolving UK Commitment</U>" means, at any time, the aggregate UK Revolving
Commitment then in effect minus the UK Revolving Exposure of all UK Lenders at
such time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Available
Revolving US Commitment</U>" means, at any time, the aggregate US Revolving
Commitment then in effect minus the US Revolving Exposure of all US Lenders at
such time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Availability
Period</U>" means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the
Commitments. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Banking
Services</U>" means each and any of the following bank services provided to
any Loan Party by either Administrative Agent or any of its Affiliates: (a)
commercial credit cards, (b) stored value cards and (c) treasury management
services (including, without limitation, controlled disbursement, automated
clearinghouse transactions, return items, overdrafts, BACS facilities (Bank
Automated Clearing), check encashment and interstate depository network
services). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Banking Services
Obligations</U>" of the Loan Parties means any and all obligations of the
Loan Parties, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor) in connection with Banking
Services. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Banking Services
Reserves</U>" means all Reserves which the US Administrative Agent or UK
Administrative Agent from time to time establishes in its Permitted Discretion
for Banking Services then provided or outstanding. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Board</U>" means the Board of Governors of the Federal Reserve System of the United
States of America.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Borrower</U>"
means, individually or collectively (as the context may require), the UK
Borrower and the US Borrowers. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Borrowers</U>" has the meaning provided in the introductory paragraph of this
Agreement.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Borrowers on a
Consolidated Basis</U>" means the consolidation of SYX and the Borrowers
and the Subsidiaries of any Borrower (without duplication) in accordance with
GAAP, but excluding all Subsidiaries of any Borrower located outside of the
United States of America other than UK Borrower. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Borrowing</U>" means, as applicable, a UK Borrowing and/or a US Borrowing.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Borrowing Agent</U>" means, as applicable, the US Borrowing Agent and/or the UK
Borrowing Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Borrowing Base</U>" means collectively, the UK Borrowing Base and the US Borrowing
Base.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Borrowing Base
Availability</U>" means the sum of the US Availability and the UK
Availability minus (to the extent included in UK Availability but without
duplication) the amount of any excess US Borrowing Base included in UK
Availability. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Borrowing Base
Availability Block Amount</U>" means, at all times, the sum of
$15,000,0000; <U>provided</U>, <U>however</U>, that if the US Borrowing Agent
delivers to the US Administrative Agent a Borrowing Base Certificate certifying
that, as of the close of business on December 31, 2005 or the last Business Day
of any month thereafter, Borrowing Base Availability is then not less than
$70,000,000 (which for these purposes shall be calculated exclusive of the
deduction of the Borrowing Base Availability Block Amount), then, as of the date
of delivery of such Borrowing Base Certificate and at all times thereafter,
Borrowing Base Availability Block Amount shall mean $0. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Borrowing Base
Certificate</U>" means a certificate, substantially in the form of Exhibit
C hereto (with such changes therein as may be required by the Administrative
Agents to reflect the components of and reserves against the Borrowing Base as
provided for hereunder from time to time) or another form which is acceptable to
the Administrative Agents in their sole discretion, executed and certified as
accurate and complete by a Financial Officer of the US Borrowing Agent, on
behalf of all Borrowers. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Borrowing
Request</U>" means a request by a Borrowing Agent for a Borrowing, in
accordance with Section 2.02. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"Business Day" means, as the context shall require, a US Business Day, a UK
Business Day, or both.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"Calculation Date" means each US Business Day or UK Business Day, as applicable,
of each calendar week.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Capital
Expenditures</U>" means, without duplication, any expenditure or commitment
to expend money for any purchase or other acquisition of any asset which would
be classified as a fixed or capital asset on a balance sheet of SYX on a
Consolidated Basis<SUP> </SUP>prepared in accordance with GAAP including,
without limitation, Capital Lease Obligations. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Capital Lease
Obligations</U>" of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with GAAP. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Centre of Main
Interests</U>" has the meaning given to it in Article 3(1) of Council
Regulation (EC) No B461/2000 of 29 May, 2000 on Insolvency Proceedings. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Change in
Control</U>" means (a) the acquisition of ownership, directly or
indirectly, beneficially or of record, by any Person or group (within the
meaning of the Securities Exchange Act of 1934 and the rules of the Securities
and Exchange Commission thereunder as in effect on the date hereof) of Equity
Interests representing more than 50% of the aggregate ordinary voting power
represented by the issued and outstanding Equity Interests of SYX or (b) such
time as (i)&#160;a "person" or "group" (within the meaning
of Sections 13(d)&#160;and 14(d)(2)&#160;of the Exchange Act) who, at the time
of the execution of this Agreement, does not own 5% or more of the Equity
Interests of a Borrower, becomes the ultimate "beneficial owner" (as
defined in Rule&#160;13d-3 under the Exchange Act) of Equity Interests
representing more than 50% of the total voting power of the Equity Interests of
such Borrower on a fully diluted basis, (ii) the occupation of a majority of the
seats (other than vacant seats) on the Board of Directors of SYX by Persons who
were neither (A) nominated by the Board of Directors of SYX nor (B) appointed by
directors so nominated, or (iii) the merger or consolidation of any Borrower
with or into another Person, or the merger or consolidation of another Person
with and into any Borrower, with the effect that, immediately after such
transaction, the stockholders of such Borrower immediately prior to such
transaction hold less than 50% of the Equity Interests of the Person surviving
such merger or consolidation, or (iv) SYX shall cease to own 100% of the fully
diluted Equity Interests of any other Borrower, except with respect to (A) GEC,
which shall be 100% owned by GCS and (B) PCS, which shall be not less than 80%
owned by SYX. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Change in
Law</U>" means (a) the adoption of any law, rule or regulation after the
date of this Agreement, (b) any change in any law, rule or regulation or in the
interpretation or application thereof by any Governmental Authority after the
date of this Agreement or (c) compliance by any Lender or the Issuing Bank (or,
for purposes of Section 2.15(b), by any lending office of such Lender or by such
Lender's or the Issuing Bank's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Chase</U>"
means JPMorgan Chase Bank, N.A., a national banking association, in its
individual capacity, and its successors. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Class</U>",
when used in reference to any Loan or Borrowing, refers to whether such Loan, or
Loans comprising such Borrowing, are Revolving Loans, or Protective Advances
and, when used in reference to any Commitment, refers to whether such Commitment
is a US Revolving Commitment or a UK Revolving Commitment. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Code</U>" means the Internal Revenue Code of 1986, as amended from time to time.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Collateral</U>"
means any and all property owned, leased or operated by a Person covered by the
Collateral Documents and any and all other property of any Loan Party, now
existing or hereafter acquired, that may at any time be or become subject to a
security interest or Lien in favor of either (a) the US Administrative Agent, on
behalf of itself and the US Lenders, or (b) the UK Administrative Agent, on
behalf of itself and the UK Lenders, to secure the respective Secured
Obligations. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Collateral Access Agreement</U>" has the meaning assigned to such term in the
Security Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Collateral Deposit Account</U>" has the meaning set forth in Section 5.17(a).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Collateral
Documents</U>" means, collectively, the Security Agreement, the Debenture,
the Floating Charge, the Standard Security, the Shares Pledge, the Mortgages,
each Control Agreement and any other documents granting a Lien upon the
Collateral as security for payment of the Secured Obligations. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Collection Account</U>" has the meaning set forth in Section 5.17(a).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Commitment</U>"
means a US Revolving Commitment or a UK Revolving Commitment, or both, as the
context requires. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Commitment Schedule</U>" means schedule 1(a) attached hereto and identified as the
"Commitment Schedule".</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Companies
Act</U>" means the Companies Act of 1985, as applied to companies
incorporated in England, Wales and Scotland. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Computer Component
Inventory</U>" means the Inventory of SMI held at its computer assembly
facilities at which it assembles computers for sale. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Consolidation Date</U>" has the meaning set forth in Section 2.22.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Control</U>"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have meanings correlative
thereto. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Control
Agreement</U>" means an agreement, in form and substance satisfactory to
the Administrative Agents, among any Loan Party, a banking institution holding
such Loan Party's funds, and the applicable Administrative Agent with respect to
collection and control of all deposits and balances held in a deposit account
maintained by any Loan Party with such banking institution. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Controlled
Disbursement Accounts</U>" means, collectively, accounts #6301517433509,
and any replacement or additional accounts of any of the US Borrowers maintained
with the US Administrative Agent as a zero balance, cash management account
pursuant to and under any agreement between any US Borrower and the US
Administrative Agent, as modified and amended from time to time, and through
which all disbursements of the US Borrowers (or any other Loan Party other than
the UK Borrower) are made and settled on a daily basis with no uninvested
balance remaining overnight. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Debenture</U>"
means the debenture granted by the UK Borrower in favor of the UK Administrative
Agent, for the benefit of the UK Administrative Agent and the UK Lenders, on or
about the date of this Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Default</U>"
means any event or condition which constitutes an Event of Default or which upon
notice, lapse of time or both would, unless cured or waived, become an Event of
Default. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Dilution</U>"
means, a reduction, as determined by an Administrative Agent in its reasonable
discretion, in the value of Accounts caused by returns, allowances, discounts,
rebills, credits, write-offs, coop advertising sold (only to the extent
considered by Borrowers in their agings) and/or any other offsets asserted or
assertable by Customers which may have the effect of reducing collections
received with respect to such Accounts. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Dilution Adjusted
Rate</U>" at any date means, (a) with respect to the US Borrowing Base, an
advance rate of up to 85%, adjusted, in the event the Dilution Percentage
exceeds 5%, by the US Administrative Agent in its sole discretion based upon the
Dilution Percentage and (b) with respect to the UK Borrowing Base, an advance
rate of up to 80%, adjusted, in the event the Dilution Percentage exceeds 10%,
by the UK Administrative Agent in its sole discretion based upon the Dilution
Percentage. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Dilution
Percentage</U>" at any date means the ratio of Dilution to the total amount
of gross sales during the 12 months most recently ended as of the most recent
Field Examination Report Date. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Disclosed
Matters</U>" means the actions, suits and proceedings and the environmental
matters disclosed in Schedule&#160;3.06. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Document</U>" has the meaning assigned to such term in the Security Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Dollars</U>" or "<U>$</U>" refers to lawful money of the United States of America.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Dollar
Equivalent</U>" means, with respect to an amount expressed in an Optional
Currency on any date, the amount of Dollars that may be purchased with such
amount of such Optional Currency at the Exchange Rate with respect to such
Optional Currency on such date. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Domestic Funding Account</U>" has the meaning assigned to such term in Section
4.01(h).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>EBITDA</U>"
means, for any period, Net Income for such period plus (a) without duplication
and to the extent deducted in determining Net Income for such period, the sum of
(i) Interest Expense for such period, (ii) income tax expense for such period,
(iii) all amounts attributable to depreciation and amortization expense for such
period, (iv)&#160;any extraordinary non-cash charges for such period and (v) any
other non-cash charges for such period (but excluding any non-cash charge in
respect of an item that was included in Net Income in a prior period, minus (b)
without duplication and to the extent included in Net Income, (i) any cash
payments made during such period in respect of non-cash charges described in
clause (a)(v) taken in a prior period and (ii) any extraordinary gains and any
non-cash items of income for such period, all calculated for Borrowers on a
Consolidated Basis in accordance with GAAP. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>EC Treaty</U>" means the Treaty establishing the European Community, as amended
from time to time.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Effective
Date</U>" means the date on which the conditions specified in
Section&#160;4.01 are satisfied (or waived in accordance with
Section&#160;9.02). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Eligible Domestic
Accounts</U>" means and includes, with respect to each US Borrower, each
Account of such Borrower which the US Administrative Agent, in its Permitted
Discretion, shall deem to be eligible as the basis for the extension of
Revolving Loans and the issuance of Letters of Credit hereunder, based on such
considerations as the US Administrative Agent may from time to time reasonably
deem appropriate. An Account shall not be deemed eligible unless such Account is
evidenced by an invoice, bill of lading or other documentary evidence
satisfactory to US Administrative Agent. Without limiting the US Administrative
Agent's discretion provided herein, Eligible Domestic Accounts shall not
include any Account: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) which is not
subject to a first priority perfected security interest in favor of the US
Administrative Agent; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) which is subject
to any Lien other than (i) a Lien in favor of the US Administrative Agent and
(ii) a Permitted Encumbrance which does not have priority over the Lien in favor
of the US Administrative Agent; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) with respect to
which is unpaid more than 90 days after the date of the original invoice
therefor or more than 60 days after the original due date, or which has been
written off the books of the applicable Borrower or otherwise designated as
uncollectible (in determining the aggregate amount from the same Account Debtor
that is unpaid hereunder there shall be excluded the amount of any net credit
balances relating to Accounts due from an Account Debtor which are unpaid more
than 90 days from the date of invoice or more than 60 days from the due date); </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) which is owing by
an Account Debtor for which more than 50% of the Accounts owing from such
Account Debtor and its Affiliates are ineligible hereunder; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) which is owing by
an Account Debtor to the extent the aggregate amount of Accounts owing from such
Account Debtor and its Affiliates to the US Borrowers exceeds 10% of the
aggregate Eligible Domestic Accounts; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) with respect to
which any covenant, representation, or warranty contained in this Agreement or
in the Security Agreement has been breached or is not true; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) which (i) does not
arise from the sale of goods or performance of services in the ordinary course
of business, (ii) is not evidenced by an invoice or other documentation
satisfactory to the US Administrative Agent which has been sent to the Account
Debtor, (iii)&#160;represents a progress billing, (iv) is contingent upon the
applicable Borrower's completion of any further performance, (v) represents
a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval,
consignment, cash-on-delivery or any other repurchase or return basis or (vi)
relates to payments of interest; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) for which the
goods giving rise to such Account have not been shipped to the Account Debtor or
for which the services giving rise to such Account have not been performed by
the applicable Borrower or if such Account was invoiced more than once; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) with respect to
which any check or other instrument of payment has been returned uncollected for
any reason; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) which is owed by
an Account Debtor which has: (i) applied for, suffered, or consented to the
appointment of any receiver, custodian, trustee, or liquidator of its assets,
(ii) had possession of all or a material part of its property taken by any
receiver, custodian, trustee or liquidator, (iii) filed, or had filed against
it, any request or petition for liquidation, reorganization, arrangement,
adjustment of debts, adjudication as bankrupt, winding-up, or voluntary or
involuntary case under any state or federal bankruptcy laws, (iv) admitted in
writing its inability, or is generally unable to, pay its debts as they become
due, (v) become insolvent, or (vi) ceased operation of its business; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) which is owed by
any Account Debtor which has sold all or a substantially all of its
assets;</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) which is owed by
an Account Debtor which (i) does not maintain its chief executive office in the
US or Canada (other than the Province of Newfoundland) or (ii) is not organized
under applicable law of the US, any state of the US, Canada, or any province of
Canada (other than the Province of Newfoundland) unless, in either case, such
Account is backed by a Letter of Credit acceptable to the US Administrative
Agent which is in the possession of, has been assigned to and is directly
drawable by the US Administrative Agent; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) which is owed in
any currency other than Dollars;</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) which is owed by
(i) the government (or any department, agency, public corporation, or
instrumentality thereof) of any country other than the US unless such Account is
backed by a Letter of Credit acceptable to the US Administrative Agent which is
in the possession of the US Administrative Agent, or (ii) the government of the
US, or any department, agency, public corporation, or instrumentality thereof,
unless the Federal Assignment of Claims Act of 1940, as amended (31 USC. &#167;
3727 et seq. and 41 USC. &#167; 15 et seq.), and any other steps necessary to
perfect the Lien of the US Administrative Agent in such Account have been
complied with to the US Administrative Agent's satisfaction; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) which is owed by a
Borrower or any Affiliate, employee, officer, director, agent or stockholder of
any other Loan Party or by a Person controlled by an Affiliate of any Loan
Party; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) which, for any
Account Debtor, exceeds a credit limit reasonably determined by the US
Administrative Agent, to the extent of such excess; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) which is owed by
an Account Debtor or any Affiliate of such Account Debtor to which any Loan
Party is indebted, but only to the extent of such indebtedness or is subject to
any security, deposit, progress payment, retainage or other similar advance made
by or for the benefit of an Account Debtor, in each case to the extent thereof; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) which is subject
to any counterclaim, deduction, defense, setoff or dispute but only to the
extent of any such counterclaim, deduction, defense, setoff or dispute; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) which is
evidenced by any promissory note, chattel paper, or instrument;</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) which is owed by
an Account Debtor located in Minnesota, New Jersey or any other jurisdiction
which requires filing of a "Notice of Business Activities Report" or
other similar report in order to permit the applicable Borrower to seek judicial
enforcement in such jurisdiction of payment of such Account, unless such
Borrower has filed such report or qualified to do business in such jurisdiction; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) with respect to
which the applicable Borrower has made any agreement with the Account Debtor for
any reduction thereof, other than discounts and adjustments given in the
ordinary course of business, or any Account which was partially paid and such
Borrower created a new receivable for the unpaid portion of such Account; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) which does not
comply in all material respects with the requirements of all applicable laws and
regulations, whether Federal, state or local, including without limitation the
Federal Consumer Credit Protection Act, the Federal Truth in Lending Act and
Regulation Z of the Board; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w) which is for goods
that have been sold under a purchase order or pursuant to the terms of a
contract or other agreement or understanding (written or oral) that indicates or
purports that any Person other than the applicable Borrower has or has had an
ownership interest in such goods, or which indicates any party other than the
applicable Borrower as payee or remittance party; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) which was
created on cash on delivery terms; or</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(y) which the US
Administrative Agent reasonably determines may not be paid by reason of the
Account Debtor's inability to pay or which the US Administrative Agent
otherwise determines is unacceptable for any reason whatsoever. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that an
Account which was previously an Eligible Domestic Account ceases to be an
Eligible Domestic Account hereunder, the US Borrowing Agent shall notify the US
Administrative Agent thereof on and at the time of submission to the US
Administrative Agent of the next Borrowing Base Certificate. In determining the
amount of an Eligible Domestic Account, the face amount of an Account shall be
reduced by, without duplication, to the extent not reflected in such face
amount, (i) the amount of all accrued and actual discounts, claims, credits or
credits pending, promotional program allowances, price adjustments, finance
charges or other allowances (including any amount that the applicable Borrower
may be obligated to rebate to an Account Debtor pursuant to the terms of any
agreement or understanding (written or oral)) and (ii) the aggregate amount of
all cash received in respect of such Account but not yet applied by the
applicable Borrower to reduce the amount of such Account. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Eligible
Inventory</U>" means, at any time, the Inventory of the US Borrowers which
the US Administrative Agent determines in its Permitted Discretion is eligible
as the basis for the extension of Revolving Loans and the issuance of Letters of
Credit hereunder. Without limiting the US Administrative Agent's discretion
provided herein, Eligible Inventory shall not include any Inventory: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) which is not
subject to a first priority perfected Lien in favor of the US Administrative
Agent; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) which is subject
to any Lien other than (i) a Lien in favor of the US Administrative Agent and
(ii) a Permitted Encumbrance which does not have priority over the Lien in favor
of the US Administrative Agent; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) which is, in the
US Administrative Agent's opinion, slow moving, obsolete, unmerchantable,
defective, used, unfit for sale, not salable at prices approximating at least
the cost of such Inventory in the ordinary course of business or unacceptable
due to age, type, category and/or quantity; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) with respect to
which any covenant, representation, or warranty contained in this Agreement or
the Security Agreement has been breached or is not true and which does not
conform to all standards imposed by any Governmental Authority; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) in which any
Person other than the applicable Borrower shall (i) have any direct or indirect
ownership, interest or title to such Inventory or (ii) be indicated on any
purchase order or invoice with respect to such Inventory as having or purporting
to have an interest therein; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) which is not
(other than Inventory consisting of Computer Component Inventory) finished goods
or which constitutes work-in-process, raw materials, spare or replacement parts,
subassemblies, packaging and shipping material, manufacturing supplies, samples,
prototypes, displays or display items, folding components and other
"components", packages, shipping materials or supplies consumed in US
Borrowers' business, shrink and warranty reserves, bill-and-hold goods,
goods that are returned or marked for return, repossessed goods, defective or
damaged goods, goods held on consignment, or goods which are not of a type held
for sale in the ordinary course of business; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) which is not
located in the US or is in transit with a common carrier from vendors and
suppliers;</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) which is located
in any location leased by the applicable Borrower unless the lessor has
delivered to the US Administrative Agent a Collateral Access Agreement with
respect to such location; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) which is located
in any third party warehouse or is in the possession of a bailee (other than a
third party processor) and is not evidenced by a Document, unless such
warehouseman or bailee has delivered to the US Administrative Agent a Collateral
Access Agreement and such other documentation as the US Administrative Agent may
require with respect to such location; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) which is being
processed offsite at a third party location or outside processor, or is
in-transit to or from said third party location or outside processor; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) which is a
discontinued product or component thereof;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) which is the
subject of a consignment by a Borrower as consignor;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) which is perishable;</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) which contains or
bears any intellectual property rights licensed to a Borrower unless the US
Administrative Agent is satisfied that it may sell or otherwise dispose of such
Inventory without (i) infringing the rights of such licensor, (ii) violating any
contract with such licensor, or (iii) incurring any liability with respect to
payment of royalties other than royalties incurred pursuant to sale of such
Inventory under the current licensing agreement; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) which is not
reflected in a current perpetual inventory report of a US Borrower;
or</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) which the US
Administrative Agent otherwise reasonably determines is unacceptable for any
reason whatsoever. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that Inventory
which was previously Eligible Inventory ceases to be Eligible Inventory
hereunder, the US Borrowing Agent shall notify the US Administrative Agent
thereof on and at the time of submission to the US Administrative Agent of the
next Borrowing Base Certificate. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Eligible UK
Accounts</U>" means and includes, with respect to UK Borrower, each Account
of UK Borrower and which UK Administrative Agent, in its Permitted Discretion,
shall deem to be eligible as the basis for the extension of UK Revolving Loans
and the issuance of Letters of Credit for the account of the UK Borrower
hereunder, based on such considerations as UK Administrative Agent may from time
to time reasonably deem appropriate. An Account shall not be deemed eligible
unless such Account is evidenced by an invoice, bill of lading or other
documentary evidence satisfactory to UK Administrative Agent. Without limiting
the UK Administrative Agent's discretion provided herein, Eligible UK
Accounts shall not include any Account: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) which is not
subject to a first priority perfected security interest in favor of the UK
Administrative Agent; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) which is subject
to any Lien other than (i) a Lien in favor of the UK Administrative Agent and
(ii) a Permitted Encumbrance which does not have priority over the Lien in favor
of the UK Administrative Agent; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) with respect to
which is unpaid more than 90 days after the date of the original invoice
therefor or more than 60 days after the original due date, or which has been
written off the books of UK Borrower or otherwise designated as uncollectible
(in determining the aggregate amount from the same Account Debtor that is unpaid
hereunder there shall be excluded the amount of any net credit balances relating
to Accounts due from an Account Debtor which are unpaid more than 90 days from
the date of invoice or more than 60 days from the due date); </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) which is owing by
an Account Debtor for which more than 50% of the Accounts owing from such
Account Debtor and its Affiliates are ineligible hereunder; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) which is owing by
an Account Debtor to the extent the aggregate amount of Accounts owing from such
Account Debtor and its Affiliates to the UK Borrower exceeds 10% of the
aggregate Eligible UK Accounts; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) with respect to
which any covenant, representation, or warranty contained in this Agreement, the
Debenture or in the Mortgages has been breached or is not true; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) which (i) does not
arise from the sale of goods or performance of services in the ordinary course
of business, (ii) is not evidenced by an invoice or other documentation
satisfactory to the UK Administrative Agent which has been sent to the Account
Debtor, (iii)&#160;represents a progress billing, (iv) is contingent upon the
applicable Borrower's completion of any further performance, (v) represents
a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval,
consignment, cash-on-delivery or any other repurchase or return basis or (vi)
relates to payments of interest; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) for which the
goods giving rise to such Account have not been shipped to the Account Debtor or
for which the services giving rise to such Account have not been performed by
the UK Borrower or if such Account was invoiced more than once; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) with respect to
which any check or other instrument of payment has been returned uncollected for
any reason; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) which is owed by
an Account Debtor which has (i) applied for, suffered, or consented to the
appointment of any administrator, trustee in bankruptcy, judicial factor,
receiver, administrative receiver, custodian, trustee, or liquidator of its
assets, (ii) had possession of all or a material part of its property taken by
any administrator, trustee in bankruptcy, judicial factor, receiver,
administrative receiver, custodian, trustee or liquidator, (iii) filed, or had
filed against it, any request or petition for liquidation, reorganization,
arrangement, adjustment of debts, adjudication as bankrupt, winding-up, or
voluntary or involuntary case under any state or federal bankruptcy laws, (iv)
taken any step (including without limitation the giving of notice or the making
of an application) or in respect of which any step has been taken by any other
party to appoint an administrator to it or to appoint a liquidator, trustee in
bankruptcy, receiver, administrative receiver or similar officer to it or any
part of its assets or undertaking, (v) any attachment, distress, diligence,
arrestment, execution or other legal process levied, enforced or sued against it
or its assets or any person has validly taken possession of any of the property
or assets of an Account Debtor or any steps have been taken to enforce any
encumbrance against any property or assets of an Account Debtor, (vi) a nominee
or supervisor appointed for it or a proposal is made for a composition in
satisfaction of its debts or for a scheme of arrangement of its affairs with any
creditor relating to a reconstruction or readjustment of debt, (vii) admitted in
writing its inability, or is generally unable to, pay its debts as they become
due, (viii) become insolvent, or (ix) ceased operation of its business or
threatens to cease to carry on its business or a significant part of it; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) which is owed by
any Account Debtor which has sold all or a substantially all of its
assets;</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) which is owed by
an Account Debtor outside of (x) the United Kingdom or (y) any European country
that was not part of the European Union prior to May 1, 2004; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) which is owed in
any currency other than an Optional Currency;</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) which is owed by a
Borrower or any Affiliate, employee, officer, director, agent or stockholder of
any other Loan Party or by a Person controlled by an Affiliate of any Loan
Party; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) which, for any
Account Debtor, exceeds a credit limit reasonably determined by the UK
Administrative Agent, to the extent of such excess; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) which is owed by
an Account Debtor or any Affiliate of such Account Debtor to which any Loan
Party is indebted, but only to the extent of such indebtedness or is subject to
any security, deposit, progress payment, retainage or other similar advance made
by or for the benefit of an Account Debtor, in each case to the extent thereof; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) which is subject
to any counterclaim, deduction, defense, setoff, pleas in compensation or
dispute but only to the extent of any such counterclaim, deduction, defense,
setoff, plea in compensation or dispute; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) which is
evidenced by any promissory note, chattel paper, or instrument;</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) with respect to
which the applicable Borrower has made any agreement with the Account Debtor for
any reduction thereof, other than discounts and adjustments given in the
ordinary course of business, or any Account which was partially paid and the
applicable Borrower created a new receivable for the unpaid portion of such
Account; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) which is for goods
that have been sold under a purchase order or pursuant to the terms of a
contract or other agreement or understanding (written or oral) that indicates or
purports that any Person other than the applicable Borrower has or has had an
ownership interest in such goods, or which indicates any party other than the
applicable Borrower as payee or remittance party; </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w) which was
created on cash on delivery terms; or</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(x) which the UK
Administrative Agent reasonably determines may not be paid by reason of the
Account Debtor's inability to pay or which the UK Administrative Agent
otherwise determines is unacceptable for any reason whatsoever. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event that an
Account which was previously an Eligible UK Account ceases to be an Eligible UK
Account hereunder, the UK Borrowing Agent shall notify the UK Administrative
Agent thereof on and at the time of submission to the UK Administrative Agent of
the next Borrowing Base Certificate. In determining the amount of an Eligible UK
Account, the face amount of an Account shall be reduced by, without duplication,
to the extent not reflected in such face amount, (i) the amount of all accrued
and actual discounts, claims, credits or credits pending, promotional program
allowances, price adjustments, finance charges or other allowances (including
any amount that the UK Borrower may be obligated to rebate to an Account Debtor
pursuant to the terms of any agreement or understanding (written or oral)) and
(ii) the aggregate amount of all cash received in respect of such Account but
not yet applied by the UK Borrower to reduce the amount of such Account. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Environmental
Laws</U>" means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by any Governmental Authority, relating in any way
to the environment, preservation or reclamation of natural resources, the
management, release or threatened release of any Hazardous Material or to health
and safety matters. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Environmental
Liability</U>" means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of a Loan Party directly or indirectly resulting from or based
upon (a)&#160;violation of any Environmental Law, (b)&#160;the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c)&#160;exposure to any Hazardous Materials, (d)&#160;the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement pursuant to which liability
is assumed or imposed with respect to any of the foregoing. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Equipment</U>" has the meaning set forth in Article 9 of the UCC.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Equity
Interests</U>" means shares of capital stock, partnership interests,
membership interests in a limited liability company, beneficial interests in a
trust or other equity ownership interests in a Person, and any warrants, options
or other rights entitling the holder thereof to purchase or acquire any such
equity interest. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>ERISA</U>" means the Employee Retirement Income Security Act of 1974, as amended
from time to time.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>ERISA
Affiliate</U>" means any trade or business (whether or not incorporated)
that, together with the US Borrowers, is treated as a single employer under
Section&#160;414(b) or (c) of the Code or, solely for purposes of Section 302 of
ERISA and Section 412 of the Code, is treated as a single employer under Section
414 of the Code. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>ERISA
Event</U>" means (a)&#160;any "reportable event", as defined in
Section&#160;4043 of ERISA or the regulations issued thereunder with respect to
a Plan (other than an event for which the 30-day notice period is waived);
(b)&#160;the existence with respect to any Plan of an "accumulated funding
deficiency" (as defined in Section&#160;412 of the Code or Section&#160;302
of ERISA), whether or not waived; (c)&#160;the filing pursuant to
Section&#160;412(d) of the Code or Section&#160;303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d)&#160;the incurrence by any Borrower or any of its ERISA Affiliates of
any liability under Title&#160;IV of ERISA with respect to the termination of
any Plan; (e)&#160;the receipt by any Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by any Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (g)&#160;the receipt by any Borrower or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from any Borrower or any ERISA
Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title&#160;IV of ERISA. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Establishment</U>"
means any place of operation where the UK Borrower carries on non-transitory
economic activity with human means and goods. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Euro</U>",
"<U>Eur</U>" and "<U>&#128;</U>" means the single currency
introduced in the third stage of economic and monetary union pursuant to the EC
Treaty. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Eurocurrency</U>"
means, when used in reference to any Loan or Borrowing, whether such Loan, or
the Loans comprising such Borrowing, are bearing interest at a rate determined
by reference to the applicable Adjusted LIBO Rate. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Exchange
Rate</U>" means, on any day, (a) with respect to an Optional Currency in
relation to Dollars, the spot rate at which Dollars are offered on such day by
Chase in New York City for such Optional Currency at approximately 12:00 p.m.
(New York City time) or 11:00 a.m. (London time), as applicable, and (b) with
respect to Dollars in relation to the respective Optional Currency, the spot
rate at which amounts in such Optional Currency are offered on such day by Chase
in New York City for Dollars at approximately 12:00 p.m. (New York City time) or
11:00 a.m. (London time), as applicable, as quoted generally to customers of
Chase. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Existing Credit
Agreement</U>" means the Existing UK Credit Agreement and/or the Existing
US Credit Agreement, as the context would indicate. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Existing UK Credit
Agreement</U>" means, jointly and severally, (a) that certain facility
letter dated June 25, 2001 pursuant to which Barclays Bank PLC established a
term loan facility of up to &#163;5,400,000 for the benefit of UK Borrower and
(b) those certain Sales Ledger Financing Agreements, each dated May 22, 2001
with a "Commencement Date" of May 24, 2001 between Barclays Bank PLC
and (i) UK Borrower "t/a Misco Computers", (ii) UK Borrower "t/a
Global Direct" and (iii) UK Borrower "t/a Simply Computers", each
as amended as of the date immediately prior to the Effective Date hereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Existing US Credit
Agreement</U>" has the meaning assigned to such term in the second
paragraph of this Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Existing Letters
of Credit</U>" means the letters of credit issued prior to and outstanding
as of the Effective Date, which were issued under (a) the Existing UK Credit
Agreement or (b) the Existing US Credit Agreement and are listed on Schedule
1(b) hereof under the caption "Existing Letters of Credit". </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Event of Default</U>" has the meaning assigned to such term in Article VII.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Excluded
Taxes</U>" means, (x) with respect to the US Administrative Agent, any US
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of any US Borrower hereunder, (i) income or
franchise taxes imposed on (or measured by) its net income by the United States
of America, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (ii) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which any US Borrower is located and (iii) in the
case of a Foreign Lender (other than an assignee pursuant to a request by a
Borrowing Agent under Section 2.18(b)), any withholding tax that is imposed on
amounts payable to such Foreign Lender at the time such Foreign Lender becomes a
party to this Agreement (or designates a new lending office) or is attributable
to such Foreign Lender's failure to comply with Section 2.16(e), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at
the time of designation of a new lending office (or assignment), to receive
additional amounts from the applicable Borrower with respect to such withholding
tax pursuant to Section 2.16(a) and (y) with respect to the UK Administrative
Agent, any UK Lender, the Issuing Bank or any other recipient of any payment to
be made by or on account of any obligation of any UK Borrower hereunder, (i)
income or corporation taxes imposed on (or measured by) its net income by the
United Kingdom, or by the jurisdiction under the laws of which such recipient is
organized or in which its principal office is located or, in the case of any
Lender, in which its applicable lending office is located, (ii) any branch
profits taxes imposed by the United States of America or any similar tax imposed
by any other jurisdiction in which the Borrower is located and (iii) in the case
of a UK Lender which is a Non-UK Lender (other than an assignee pursuant to a
request by a Borrowing Agent under Section 2.18(b)), any withholding tax that is
imposed on amounts payable to such UK Lender at the time such UK Lender becomes
a party to this Agreement (or designates a new lending office) or is
attributable to such UK Lender's failure to comply with Section 2.16(e),
except to the extent that such UK Lender (or its assignor, if any) was entitled,
at the time of designation of a new lending office (or assignment), to receive
additional amounts from the UK Borrower with respect to such withholding tax
pursuant to Section 2.16(a). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Federal Funds
Effective Rate</U>" means, for any day, the weighted average (rounded
upwards, if necessary, to the next 1/100 of 1%) of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged
by Federal funds brokers, as published on the next succeeding Business Day by
the Federal Reserve Bank of New&#160;York, or, if such rate is not so published
for any day that is a Business Day, the average (rounded upwards, if necessary,
to the next 1/100 of 1%) of the quotations for such day for such transactions
received by the US Administrative Agent from three Federal funds brokers of
recognized standing selected by it. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Field Examination
Report Date</U>" means any date subsequent to the Effective Date on which
an Administrative Agent shall have received a report from its examiner with
respect to Borrowers' Receivables, Inventory, assets, liabilities, books
and records and financial statements. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Finance Parties</U>" has the meaning set forth in Section 3.22.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Financial
Officer</U>" means the chief financial officer, principal accounting
officer, treasurer or controller of SYX or, if the context otherwise indicates,
any other applicable Borrower. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Fixed
Charges</U>" means, with reference to any period, without duplication, cash
Interest Expense, <I><U>plus </U></I>scheduled principal payments on
Indebtedness made during such period, <I><U>plus</U></I> expense for
taxes paid in cash, <I><U>plus </U></I>dividends or distributions paid in
cash, <I><U>plus</U></I> Capital Lease Obligation payments, all
calculated for Borrowers on a Consolidated Basis in accordance with GAAP. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Fixed Charge
Coverage Ratio</U>" means, the ratio, determined as of the end of each of
fiscal quarter of SYX on a Consolidated Basis for the most-recently ended four
fiscal quarters, of (a) EBITDA <I><U>minus</U></I> the unfinanced portion
of Capital Expenditures to (b) Fixed Charges, all calculated for Borrowers on a
Consolidated Basis in accordance with GAAP. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Fixtures</U>" has the meaning set forth in Article 9 of the UCC.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Floating
Charge</U>" means the floating charge granted by the UK Borrower in favor
of the UK administrative Agent, for the benefit of the UK Administrative Agent
and the UK Lenders, on or about the date of this Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Foreign Employee
Benefit Plans</U>" means any employee benefit plan as defined in Section
3(3) of ERISA which is maintained or contributed to for the benefit of the
employees of the UK Borrower, but which is not covered by ERISA pursuant to
Section 4(b)(4) of ERISA. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Foreign Lender</U>" means any US Lender that is a Non-US Lender.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Foreign Pension
Plan</U>" means any Foreign Employee Benefit Plan which, under local law,
is required to be funded through a trust or other funding vehicle other than a
trust or funding vehicle maintained by a Governmental Authority. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Foreign Pension
Plan Event</U>" means any event with respect to a Foreign Employee Benefit
Plan which (a) only as to Foreign Employee Benefit Plans, would be a
"reportable event" as defined in Section 4043 of ERISA or the
regulations issued thereunder if those provisions were applicable to the
relevant Foreign Employee Benefit Plan (other than an event for which the 30-day
notice period would be waived); (b) is the termination of the plan in whole or
in part at a time when it is not fully funded on a windup basis; (c) is the
receipt of a proposal to wind up the plan in whole or in part issued by the
relevant governmental or other regulatory authority; or (d) is the failure to
make required contributions to a plan when such amounts are due. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Full Cash Dominion
Event</U>" means, (a) in respect of a US Borrower, (i) the occurrence and
continuation of an Event of Default, or (ii) Borrowing Base Availability ceasing
to be in excess of $30,000,000 and (b) in respect of the UK Borrower, all times. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Funding Account</U>" means the UK Funding Account or the Domestic Funding Account,
as applicable.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>GAAP</U>" means US GAAP and UK GAAP, as applicable.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Gilt-Edged
Securities</U>" means securities which are issued and guaranteed by the
British government to raise funds and publicly traded in England. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Greenock Real
Property</U>" means that certain Real Property owned by the UK Borrower
which is located at 2 Cartsdyke Avenue, Cartsburn, Greenock, Scotland. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Governmental
Authority</U>" means the government of the United States of America, the
United Kingdom, any other nation or any political subdivision thereof, whether
state or local, and any agency, authority, instrumentality, regulatory body,
court, central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Guarantee</U>"
or "<U>Guaranty</U>" (including, if the tense so requires,
"<U>Guaranteed</U>") of or by any Person (the "guarantor")
means any obligation, contingent or otherwise, of the guarantor guaranteeing or
having the economic effect of guaranteeing any Indebtedness or other obligation
of any other Person (the "primary obligor") in any manner, whether
directly or indirectly, and including any obligation of the guarantor, direct or
indirect, (a)&#160;to purchase or pay (or advance or supply funds for the
purchase or payment of) such Indebtedness or other obligation or to purchase (or
to advance or supply funds for the purchase of) any security for the payment
thereof, (b)&#160;to purchase or lease property, securities or services for the
purpose of assuring the owner of such Indebtedness or other obligation of the
payment thereof, (c)&#160;to maintain working capital, equity capital or any
other financial statement condition or liquidity of the primary obligor so as to
enable the primary obligor to pay such Indebtedness or other obligation or (d)
as an account party in respect of any letter of credit or letter of guaranty
issued to support such Indebtedness or obligation; <U>provided</U>, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Guaranteed Obligations</U>" has the meaning assigned to such term in Section 10.01.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Hazardous
Materials</U>" means all explosive or radioactive substances or wastes and
all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes of any nature regulated pursuant to any Environmental Law. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Increase Date</U>" has the meaning set forth in Section 2.08(d).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Indebtedness</U>"
of any Person means, without duplication, (a)&#160;all obligations of such
Person for borrowed money or with respect to deposits or advances of any kind,
(b)&#160;all obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, (c)&#160;all obligations of such Person upon which interest
charges are customarily paid, (d)&#160;all obligations of such Person under
conditional sale or other title retention agreements relating to property
acquired by such Person, (e)&#160;all obligations of such Person in respect of
the deferred purchase price of property or services (excluding current accounts
payable incurred in the ordinary course of business), (f)&#160;all indebtedness
of others secured by (or for which the holder of such Indebtedness has an
existing right, contingent or otherwise, to be secured by) any Lien on property
owned or acquired by such Person, whether or not the Indebtedness secured
thereby has been assumed, (g)&#160;all Guarantees by such Person of Indebtedness
of others, (h)&#160;all Capital Lease Obligations of such Person, (i)&#160;all
obligations, contingent or otherwise, of such Person as an account party in
respect of letters of credit and letters of guaranty, (j) all obligations,
contingent or otherwise, of such Person in respect of bankers' acceptances,
(k) obligations under any liquidated earn-out and (l) any other Off-Balance
Sheet Liability. The Indebtedness of any Person shall include the Indebtedness
of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity,
except to the extent the terms of such Indebtedness provide that such Person is
not liable therefor. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Indemnified Taxes</U>" means Taxes other than Excluded Taxes.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Information
Memorandum</U>" means the Lender Presentation dated June 30, 2005 relating
to the Borrowers and the Transactions. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Interest Election
Request</U>" means a request by a Borrowing Agent to convert or continue a
Borrowing in accordance with Section&#160;2.07. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Interest
Expense</U>" means, with reference to any period, total interest expense
(including that attributable to Capital Lease Obligations) of SYX on a
Consolidated Basis for such period with respect to all outstanding Indebtedness
of SYX on a Consolidated Basis (including all commissions, discounts and other
fees and charges owed with respect to letters of credit and bankers'
acceptance financing and net costs under Swap Agreements in respect of interest
rates to the extent such net costs are allocable to such period in accordance
with GAAP), calculated in accordance with GAAP. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Interest Payment
Date</U>" means (a)&#160;with respect to any ABR Loan or any Eurocurrency
Loan bearing interest at the Alternate Eurocurrency Base Rate, the last day of
each calendar month and the Maturity Date, and (b) with respect to any
Eurocurrency Loan not bearing interest at the Alternate Eurocurrency Base Rate,
the last day of the Interest Period applicable to the Borrowing of which such
Loan is a part and, in the case of a Eurocurrency Borrowing with an Interest
Period of more than three months' duration, each day prior to the last day
of such Interest Period that occurs at intervals of three months' duration
after the first day of such Interest Period and the Maturity Date. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Interest
Period</U>" means&#160;with respect to any Eurocurrency Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three or
six&#160;months thereafter, as the applicable Borrowing Agent may elect;
<U>provided</U>, that (i) if any Interest Period would end on a day other than a
Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurocurrency Borrowing only, such next
succeeding Business Day would fall in the next calendar month, in which case
such Interest Period shall end on the next preceding Business Day and (ii) any
Interest Period pertaining to a Eurocurrency Borrowing that commences on the
last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest
Period) shall end on the last Business Day of the last calendar month of such
Interest Period. For purposes hereof, the date of a Borrowing initially shall be
the date on which such Borrowing is made and, thereafter, shall be the effective
date of the most recent conversion or continuation of such Borrowing. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Inventory</U>" has the meaning assigned to such term in the Security Agreement.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Issuing
Bank</U>" means (a) with respect to Letters of Credit issued for the
account of any US Borrower, Chase and (b) with respect to Letters of Credit
issued for the account of the UK Borrower, Chase, each in its capacity as the
issuer of Letters of Credit hereunder, and its successors in such capacity as
provided in Section&#160;2.05(i). The Issuing Bank may, in its discretion,
arrange for one or more Letters of Credit to be issued by Affiliates of the
Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Joinder Agreement</U>" has the meaning assigned to such term in Section 5.16.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>LC Disbursement</U>" means, as applicable, a UK LC Disbursement, a US LC
Disbursement or both.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>LC
Exposure</U>" means, as applicable at any time in the relevant context, UK
LC Exposure and/or US LC Exposure. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Lenders</U>" means, as applicable, the UK Lenders and/or the US Lenders.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Letter of Credit</U>" means any letter of credit issued pursuant to this Agreement.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>LIBO
Rate</U>" means, with respect to any Eurocurrency Borrowing bearing
interest at the Adjusted LIBO Rate for any Interest Period, the rate appearing
on Page 3750 of the Dow Jones Market Service (or on any successor or substitute
page of such Service, or any successor to or substitute for such Service,
providing rate quotations comparable to those currently provided on such page of
such Service, as determined by the applicable Administrative Agent from time to
time for purposes of providing quotations of interest rates applicable to Dollar
deposits, Sterling deposits and Euro deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, (a) with respect to US Borrowings, as the
rate for Dollar deposits with a maturity comparable to such Interest Period and
(b) with respect to UK Borrowings, as the rate for Sterling deposits or Euro
deposits, as the case may be, with a maturity comparable to such Interest
Period. In the event that such rate is not available at such time for any
reason, then the "<U>LIBO Rate</U>" with respect to such Eurocurrency
Borrowing bearing interest at the Adjusted LIBO Rate for such Interest Period
for (x) US Borrowings shall be the rate (rounded upwards, if necessary, to the
next 1/16<SUP>th </SUP>of 1%) at which Dollar deposits of $5,000,000 and for a
maturity comparable to such Interest Period are offered by the principal London
office of the US Administrative Agent (or of the UK Administrative Agent if the
US Administrative Agent then does not maintain a London office) in immediately
available funds in the London interbank market at approximately 11:00&#160;a.m.,
London time, two Business Days prior to the commencement of such Interest
Period, (y) UK Borrowings in Sterling shall be the rate (rounded upwards, if
necessary, to the next <SUP>1/16th</SUP> of 1%) at which deposits of
&#163;5,000,000 and for a maturity comparable to such Interest Period are
offered by the principal London office of the UK Administrative Agent in
immediately available funds in the London interbank market at approximately
11:00&#160;a.m., London time, two Business Days prior to the commencement of
such Interest Period and (z)&#160;UK Borrowings in Euro shall be the rate
(rounded upwards, if necessary, to the next 1/16<SUP>th</SUP> of 1%) at which
deposits of &#128;5,000,000 and for a maturity comparable to such Interest
Period are offered by the principal London office of the UK Administrative Agent
in immediately available funds in the London interbank market at approximately
11:00&#160;a.m., London time, two Business Days prior to the commencement of
such Interest Period. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Lien</U>"
means, with respect to any asset, (a)&#160;any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of
such asset, (b)&#160;the interest of a vendor or a lessor under any conditional
sale agreement, capital lease or title retention agreement (or any financing
lease having substantially the same economic effect as any of the foregoing)
relating to such asset and (c)&#160;in the case of securities, any purchase
option, call or similar right of a third party with respect to such securities. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Loan
Documents</U>" means this Agreement, any promissory notes issued pursuant
to the Agreement, any Letter of Credit applications, the Collateral Documents,
each Loan Guaranty and all other agreements, instruments, documents and
certificates identified in Section 4.01 executed and delivered to, or in favor
of, any Administrative Agent or any Lenders and including all other pledges,
powers of attorney, consents, assignments, contracts, notices, letter of credit
agreements and all other written matter whether heretofore, now or hereafter
executed by or on behalf of any Loan Party, or any employee of any Loan Party,
and delivered to any Administrative Agent or any Lender in connection with the
Agreement or the transactions contemplated thereby. Any reference in the
Agreement or any other Loan Document to a Loan Document shall include all
appendices, exhibits or schedules thereto, and all amendments, restatements,
supplements or other modifications thereto, and shall refer to the Agreement or
such Loan Document as the same may be in effect at any and all times such
reference becomes operative. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Loan
Guarantor</U>" means each US Borrower and each of SSLLC, SSI, and, if and
when applicable, each other Person who hereafter executes and delivers to US
Administrative Agent for the benefit of the Lenders a Guarantee of the Secured
Obligations. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Loan
Guaranty</U>" means <U>Article X</U> of this Agreement and, if and when
applicable, each separate Guarantee (or Guaranty), in form and substance
satisfactory to the US Administrative Agent, delivered by each Loan Guarantor to
the US Administrative Agent, as each may be amended or modified and in effect
from time to time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Loan
Parties</U>" means each Borrower, each Loan Guarantor, and each of US
Borrower's other domestic Subsidiaries and any other Person who becomes a
party to this Agreement pursuant to a Joinder Agreement and their successors and
assigns. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Loans</U>"
means the loans and advances made by the Lenders pursuant to this Agreement,
including Protective Advances. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Lock Boxes</U>" has the meaning set forth in Section 5.17(b).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Lock Box Agreement</U>" has the meaning set forth in Section 5.17(b).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Material Adverse
Effect</U>" means a material adverse effect on (a)&#160;the condition,
operations, assets, business or prospects of the applicable Loan Party or Loan
Parties, (b)&#160;the ability of any Loan Party to perform any of its
obligations under the Loan Documents to which it is a party, (c) the Collateral,
or the US Administrative Agent's Liens (on behalf of itself and the
Lenders), or the UK Administrative Agent's Liens (on behalf of itself and
the UK Lenders) on the Collateral or the priority of such Liens, or (d)&#160;the
rights of or benefits available to the US Administrative Agent, the UK
Administrative Agent, the Issuing Bank or the Lenders thereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Material
Indebtedness</U>" means Indebtedness (other than the Loans and Letters of
Credit), or obligations in respect of one or more Swap Agreements, of any one or
more of the Borrowers and their respective Subsidiaries in an aggregate
principal amount exceeding $5,000,000. For purposes of determining Material
Indebtedness, the Swap Obligations of the Borrowers and their respective
Subsidiaries in respect of any Swap Agreement at any time shall be the maximum
aggregate amount (giving effect to any netting agreements) that such Borrower or
such Subsidiary would be required to pay if such Swap Agreement were terminated
at such time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Maturity
Date</U>" means October 26, 2010 or any earlier date on which the
Commitments are reduced to zero or otherwise terminated pursuant to the terms
hereof. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Maximum Liability</U>" has the meaning assigned to such term in Section 10.10.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Moody's</U>" means Moody's Investors Service, Inc.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Mortgages</U>"
means each mortgage, deed of trust or other agreement which conveys or evidences
a Lien in favor of the UK Administrative Agent, for the benefit of the UK
Administrative Agent and the UK Lenders, on Real Property of UK Borrower,
including any amendment, modification or supplement thereto. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Multiemployer Plan</U>" means a multiemployer plan as defined in Section 4001(a)(3)
of ERISA.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Net
Income</U>" means, for any period, the net income (or loss) of Borrowers on
a Consolidated Basis, determined in accordance with GAAP; <U>provided</U> that
there shall be excluded (a) the income (or deficit) of any Person accrued prior
to the date it becomes a Subsidiary of a Borrower or is merged into or
consolidated with a Borrower or any of its Subsidiaries, (b) the income (or
deficit) of any Person (other than a Subsidiary of a Borrower) in which a
Borrower or any of its Subsidiaries has an ownership interest, except to the
extent that any such income is actually received by such Borrower or such
Subsidiary in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary of a Borrower to the extent that the
declaration or payment of dividends or similar distributions by such Subsidiary
is not at the time permitted by the terms of any contractual obligation (other
than under any Loan Document) or Requirement of Law applicable to such
Subsidiary. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Net Orderly
Liquidation Value</U>" means, with respect to Inventory of any Person, the
orderly liquidation value thereof as determined in a manner acceptable to the US
Administrative Agent by an appraiser acceptable to the US Administrative Agent,
net of all costs of liquidation thereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Net
Proceeds</U>" means, with respect to any event, (a)&#160;the cash proceeds
received in respect of such event including (i)&#160;any cash received in
respect of any non-cash proceeds (including any cash payments received by way of
deferred payment of principal pursuant to a note or installment receivable or
purchase price adjustment receivable or otherwise, but excluding any interest
payments), but only as and when received, (ii)&#160;in the case of a casualty,
insurance proceeds and (iii)&#160;in the case of a condemnation or similar
event, condemnation awards and similar payments, net of (b)&#160;the sum of
(i)&#160;all reasonable fees and out-of-pocket expenses paid to third parties
(other than Affiliates) in connection with such event, (ii)&#160;in the case of
a sale, transfer or other disposition of an asset (including pursuant to a sale
and leaseback transaction or a casualty or a condemnation or similar
proceeding), the amount of all payments required to be made as a result of such
event to repay Indebtedness (other than Loans) secured by such asset or
otherwise subject to mandatory prepayment as a result of such event and
(iii)&#160;the amount of all taxes paid (or reasonably estimated to be payable)
and the amount of any reserves established to fund contingent liabilities
reasonably estimated to be payable, in each case during the year that such event
occurred or the next succeeding year and that are directly attributable to such
event (as determined reasonably and in good faith by a Financial Officer). </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>New Lender</U>" has the meaning set forth in Section 2.08(d).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Non-Paying Guarantor</U>" has the meaning assigned to such term in Section 10.11.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Non-UK
Lender</U>" means a Lender or Participant that is incorporated under the
laws of a jurisdiction other than the United Kingdom or any political
subdivision thereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Non-US
Lender</U>" means a Lender or Participant that is incorporated under the
laws of a jurisdiction other than the United States, any State thereof or the
District of Columbia. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Obligated Party</U>" has the meaning assigned to such term in Section 10.02.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Obligations</U>"
means all unpaid principal of and accrued and unpaid interest on the Loans, all
LC Exposure, all accrued and unpaid fees and all expenses, reimbursements,
indemnities and other obligations of the Loan Parties to the Lenders or to any
Lender, the US Administrative Agent, the UK Administrative Agent, the Issuing
Bank or any indemnified party arising under the Loan Documents. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Off-Balance Sheet
Liability</U>" of a Person means (a) any repurchase obligation or liability
of such Person with respect to accounts or notes receivable sold by such Person,
(b) any indebtedness, liability or obligation under any so-called
"synthetic lease" transaction entered into by such Person, or (c) any
indebtedness, liability or obligation arising with respect to any other
transaction which is the functional equivalent of or takes the place of
borrowing but which does not constitute a liability on the balance sheets of
such Person (other than operating leases). </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Optional Currency</U>" means Sterling or Euros.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Optional Currency
Equivalent</U>" means, with respect to an amount expressed in Dollars on
any date, the amount of Optional Currency that may be purchased with such amount
of Dollars at the Exchange Rate with respect to Dollars on such date. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Other
Taxes</U>" means any and all present or future stamp or documentary taxes
or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or from the execution, delivery or enforcement of, or
otherwise with respect to, this Agreement. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Participant</U>" has the meaning set forth in Section 9.04.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Participating
Member State</U>" means a member state of the European Community that
adopts or has adopted the Euro as its lawful currency under the legislation of
the European Community for Economic Monetary Union. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Paying Guarantor</U>" has the meaning assigned to such term in Section 10.11.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>PBGC</U>"
means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&quot;<U>Permitted
Acquisition</U>&quot; means any Acquisition by any Loan Party in a transaction
that satisfies each of the following requirements: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
such Acquisition is not a hostile or contested acquisition;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) the business
acquired in connection with such Acquisition is not engaged, directly or
indirectly, in any line of business other than the businesses in which the Loan
Parties are engaged on the Effective Date and any business activities that are
substantially similar, related, or incidental thereto;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) both before and
after giving effect to such Acquisition and the Loans (if any) requested to be
made in connection therewith, each of the representations and warranties in the
Loan Documents is true and correct (except (i) any such representation or
warranty which relates to a specified prior date (but which shall continue to be
true as of such prior date) and (ii) to the extent the US Administrative Agent
has been notified in writing by the Loan Parties that any representation or
warranty is not correct and the US Administrative Agent and the Required Lenders
have explicitly waived in writing compliance with such representation or
warranty) and no Default exists, will exist, or would result therefrom;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) as soon as
available, but not less than 30 days prior to such Acquisition, SYX has provided
the US Administrative Agent (i) notice of such Acquisition and (ii) a copy of
all business and financial information reasonably requested by the US
Administrative Agent including pro forma financial statements, statements of
cash flow, and Availability projections;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) if the Accounts
and Inventory acquired in connection with such Acquisition are proposed to be
included in the determination of the Borrowing Base and the US Administrative
elects in its sole discretion, the US Administrative Agent shall have conducted
an audit and field examination and appraisal of such Accounts and Inventory to
its satisfaction;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) the purchase
price of such Acquisition does not exceed $10,000,000 and any cash consideration
paid (i) in connection with any single Acquisition shall not exceed $8,000,000,
and (ii) for all Acquisitions made during any fiscal year of SYX shall not
exceed $20,000,000;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) if such
Acquisition is an acquisition of the Equity Interests of a Person, the
Acquisition is structured so that the acquired Person shall become a
wholly-owned Subsidiary of the applicable Borrower and, a Loan Party pursuant to
the terms of this Agreement;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) if such
Acquisition is an acquisition of assets, the Acquisition is structured so that
the applicable Borrower shall acquire such assets;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) if such
Acquisition is an acquisition of Equity Interests, such Acquisition will not
result in any violation of Regulation U;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) no Loan Party
shall, as a result of or in connection with any such Acquisition, assume or
incur any direct or contingent liabilities (whether relating to environmental,
tax, litigation, or other matters) that could have a Material Adverse Effect;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) in connection
with an Acquisition of the Equity Interests of any Person, all Liens on property
of such Person shall be terminated unless the US Administrative Agent in its
sole discretion consents otherwise, and in connection with an Acquisition of the
assets of any Person, all Liens on such assets shall be terminated;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) the Fixed Charge
Coverage Ratio shall be not less than the ratio 1.50 to 1.00 for the most
recently completed 12 month period;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) the applicable
Borrower shall certify (and provide the US Administrative Agent with a pro forma
calculation in form and substance reasonably satisfactory to the US
Administrative Agent) to the US Administrative Agent that, after giving effect
to the completion of such Acquisition, Borrowing Base Availability will not be
less than $50,000,000 on a pro forma basis for the 30 day period pre and post
such Acquisition and which includes all consideration given in connection with
such Acquisition, other than Equity Interests of the Borrower delivered to the
seller(s) in such Acquisition, as having been paid in cash at the time of making
such Acquisition; and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) at the time of
an Acquisition involving the creation or acquisition of a Subsidiary, or the
acquisition of capital stock or other Equity Interests of any person, the
capital stock or other Equity Interests thereof created or acquired in
connection with such Acquisition shall be pledged for the benefit of the
Administrative Agents and the Lenders pursuant to a stock pledge agreement in
form and substance satisfactory to the applicable Administrative Agent.</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Permitted
Discretion</U>" means a determination made in good faith and in the
exercise of reasonable (from the perspective of a secured asset-based lender)
business judgment. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Permitted Encumbrances</U>" means:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Liens imposed by
law for taxes that are not yet due or are being contested in compliance with
Section 5.04;</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) carriers',
warehousemen's, mechanics', materialmen's, repairmen's and
other like Liens imposed by law, arising in the ordinary course of business and
securing obligations that are not overdue by more than 30 days or are being
contested in compliance with Section 5.04; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) pledges and
deposits made in the ordinary course of business in compliance with
workers' compensation, unemployment insurance and other social security
laws or regulations; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) deposits to secure
the performance of bids, trade contracts, leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature, in
each case in the ordinary course of business; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) judgment liens in
respect of judgments that do not constitute an Event of Default under clause (k)
of Article VII; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) easements, zoning
restrictions, rights-of-way and similar encumbrances on Real Property imposed by
law or arising in the ordinary course of business that do not secure any
monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of any
Borrower or any Subsidiary thereof; and </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Liens on the
Suwanee Real Property to secure a loan in the principal amount of up to
$8,400,000 on terms no less advantageous to the owner than those currently in
place or, if replaced, on terms reasonably satisfactory to the US Administrative
Agent; </FONT></P>

<P><FONT SIZE=3>provided that the term "Permitted Encumbrances" shall not
include any Lien securing Indebtedness. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Permitted Investments</U>" means:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) with respect to
the Borrowers other than the UK Borrower:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) direct obligations
of, or obligations the principal of and interest on which are unconditionally
guaranteed by, the United States of America (or by any agency thereof to the
extent such obligations are backed by the full faith and credit of the United
States of America), in each case maturing within one year from the date of
acquisition thereof; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) investments in
commercial paper maturing within 270 days from the date of acquisition thereof
and having, at such date of acquisition, the highest credit rating obtainable
from S&amp;P or from Moody's; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) investments in
certificates of deposit, banker's acceptances and time deposits maturing
within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any
domestic office of any commercial bank organized under the laws of the United
States of America or any State thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) fully
collateralized repurchase agreements with a term of not more than 30 days for
securities described in clause&#160;(a) above and entered into with a financial
institution satisfying the criteria described in clause&#160;(c) above; and </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) money market funds
that (I) comply with the criteria set forth in Securities and Exchange
Commission Rule 2a-7 under the Investment Company Act of 1940, (II) are rated
AAA by S&amp;P and Aaa by Moody's and (III) have portfolio assets of at
least $5,000,000,000; and </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) with respect to
the UK Borrower:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) any credit
balances, realizable within three months, on any bank or other deposit, savings
or current account held in the United Kingdom (or any other jurisdiction from
which cash is readily remittable to the United Kingdom);</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) cash in hand;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Gilt-Edged Securities;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Sterling
commercial paper maturing not more than 12 months from the date of issue and
rated A-1 by S&amp;P or P-1 by Moody's; and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) any deposit with
or acceptance maturing not more than one year after issue accepted by an
institution authorized under the Banking Act 1987 or a Lender, and Sterling
denominated debt securities having not more than one year until final maturity
and listed on a recognized stock exchange and rated at least AA by S&amp;P and Aa by
Moody's.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Pension
Laws</U>" means all laws and regulations governing pension shares for
employees in the United Kingdom, as in effect from time to time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Person</U>"
means any natural person, corporation, limited liability company, trust, joint
venture, association, company, partnership, Governmental Authority or other
entity. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Plan</U>"
means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title&#160;IV of ERISA or Section&#160;412 of the
Code or Section&#160;302 of ERISA, and in respect of which the Borrower or any
ERISA Affiliate is (or, if such plan were terminated, would under
Section&#160;4069 of ERISA be deemed to be) an "employer" as defined
in Section&#160;3(5) of ERISA. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Prepayment Event</U>" means:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) any sale, transfer
or other disposition (including pursuant to a sale and leaseback transaction) of
any property or asset of any Loan Party having a fair market value in excess of
$250,000 individually, or in the aggregate for all Borrowers in any fiscal year
(other than Inventory in the ordinary course of business), other than
dispositions described in Section&#160;6.05(a); or </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) any casualty or
other insured damage to, or any taking under power of eminent domain or by
condemnation or similar proceeding of, any Collateral of any Loan Party with a
fair value immediately prior to such event equal to or greater than either (i)
$250,000 as to which the applicable Administrative Agent's Lien has
attached or (ii) $500,000; or </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) the issuance by
any Borrower of any Equity Interests, or the receipt by any Borrower of any
capital contribution, other than any issuance by a Borrower of common Equity
Interests upon the exercise of employee, director or consultant stock
rights&#160;pursuant to the SYX 1999 Long Term Stock Incentive Plan (or any
comparable stock incentive plan intended to replace such plan), the 1995 Long
Term Stock Incentive Plan, the 1995 Stock Plan for Non-Employee Directors and
the 2005 Employee Stock Purchase Plan or shares referred to&#160;in Section
6.05(f); or </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) the incurrence by
any Loan Party of any Indebtedness, other than Indebtedness permitted under
Section&#160;6.01. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Prime
Rate</U>" means the rate of interest per annum publicly announced from time
to time by Chase as its prime rate; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Process Agent</U>" has the meaning set forth in Section 9.09(e).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Projections</U>" has the meaning assigned to such term in Section 5.01(f).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Protective Advance</U>" means, as applicable, a Protective UK Advance and/or a
Protective US Advance.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Protective UK Advance</U>" has the meaning assigned to such term in Section
2.04(a).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Protective US Advance</U>" has the meaning assigned to such term in Section
2.04(b).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Real
Property</U>" means all land and buildings owned or leased by the Borrowers
(including without limitation, the UK Real Property and the Suwanee Real
Property) or hereafter acquired or leased by the Borrowers, together with all
rights, easements and privileges appurtenant thereto. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Register</U>" has the meaning set forth in Section 9.04.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Related
Parties</U>" means, with respect to any specified Person, such
Person's Affiliates and the respective directors, officers, employees,
agents and advisors of such Person and such Person's Affiliates. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Report</U>"
means each Field Examination Report and any other reports prepared by an
Administrative Agent or another Person showing the results of appraisals, field
examinations or audits pertaining to the Borrowers' assets from information
furnished by or on behalf of the Borrowers, after applicable Administrative
Agent has exercised its rights of inspection pursuant to this Agreement or any
of the Collateral Documents, which Reports may be distributed to the applicable
Lenders by the applicable Administrative Agent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Required
Lenders</U>" means, at any time, Lenders having aggregate Revolving
Exposure and unused Commitments representing more than 51% of the sum of the
Total Revolving Exposure and unused Commitments at such time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Required UK
Lenders</U>" means, at any time, UK Lenders having aggregate UK Revolving
Exposure and unused Commitments representing more than 51% of the sum of the
total UK Revolving Exposure and unused Commitments at such time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Required US
Lenders</U>" means, at any time, US Lenders having aggregate US Revolving
Exposure and unused Commitments representing more than 51% of the sum of the
total US Revolving Exposure and unused Commitments at such time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Requirement of
Law</U>" as to any Person, the Certificate of Incorporation and By-Laws or
other organizational or governing documents of such Person, and any law, treaty,
rule or regulation or determination of an arbitrator or a court or other
Governmental Authority, in each case applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Reserves</U>"
means any and all reserves which an Administrative Agent deems necessary, in its
Permitted Discretion, to maintain (including, without limitation, reserves for
accrued and unpaid interest on the Secured Obligations, Banking Services
Reserves, UK Reserves, reserves for rent at locations leased by any Loan Party
and for consignee's, warehousemen's and bailee's charges,
reserves for dilution of Accounts, reserves for Inventory shrinkage, reserves
for movements in foreign currency, reserves for customs charges and shipping
charges related to any Inventory in transit, reserves for Swap Obligations,
reserves for contingent liabilities of any Loan Party, reserves for uninsured
losses of any Loan Party, reserves for uninsured, underinsured, un-indemnified
or under-indemnified liabilities or potential liabilities with respect to any
litigation and reserves for taxes, fees, assessments, and other governmental
charges) with respect to the Collateral or any Loan Party. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Restricted
Payment</U>" means any dividend or other distribution (whether in cash,
securities or other property) with respect to any Equity Interests in any
Borrower or any of the Borrowers' Subsidiaries, or any payment (whether in
cash, securities or other property), including any sinking fund or similar
deposit, on account of the purchase, redemption, retirement, acquisition,
cancellation or termination of any such Equity Interests in any Borrower or any
option, warrant or other right to acquire any such Equity Interests in any
Borrower. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Revolver Increase</U>" has the meaning set forth in Section 2.08(d).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Revolving Exposure</U>" means, as applicable, the UK Revolving Exposure and/or the
US Revolving Exposure.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Revolving
Loan</U>" means a Loan consisting of a UK Revolving Loan and/or a US
Revolving Loan, each made pursuant to Section 2.01. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>S&amp;P</U>" means Standard &amp; Poor's Ratings Services, a division of The McGraw Hill
Companies, Inc.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Secured
Obligations</U>" means all Obligations, together with all (i) Banking
Services Obligations and (ii) Swap Obligations owing by any Loan Party to one or
more Lenders or their respective Affiliates; provided that at or prior to the
time that any transaction relating to such Swap Obligation is executed, the
Lender party thereto (other than Chase) shall have delivered written notice to
the US Administrative Agent that such a transaction has been entered into and
that it constitutes a Secured Obligation entitled to the benefits of the
Collateral Documents. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Security
Agreement</U>" means the Security Agreement, dated as of the date hereof,
between the Loan Parties and the US Administrative Agent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Settlement
Date</U>" means the Effective Date and thereafter Wednesday of each
calendar week unless such day is not a Business Day in which case it shall be
the next succeeding Business Day; <U>provided</U>, <U>however</U>, at the
applicable Administrative Agent's discretion, the Settlement Date shall be
each Business Day. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Shares
Pledge</U>" means the shares pledge granted by SYX over the shares in the
UK Borrower in favor of the UK Administrative Agent, for the benefit of the UK
Administrative Agent and the UK Lender on or about the date of this Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Standard
Security</U>" means the standard security granted by the UK Borrower in
favor of the UK Administrative Agent, for the benefit of the UK Administrative
Agent and the UK Lenders, on or about the date of this Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Statutory Reserve
Rate</U>" means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board to which the US Administrative Agent is subject&#160;with respect to the
Adjusted LIBO Rate, for eurocurrency funding (currently referred to as
"Eurocurrency Liabilities" in Regulation&#160;D of the Board). Such
reserve percentages shall include those imposed pursuant to such
Regulation&#160;D. Eurocurrency Loans shall be deemed to constitute eurocurrency
funding and to be subject to such reserve requirements without benefit of or
credit for proration, exemptions or offsets that may be available from time to
time to any Lender under such Regulation&#160;D or any comparable regulation.
The Statutory Reserve Rate shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Sterling</U>" or "<U>&pound;</U>" means the lawful money of the United Kingdom.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Subsidiary</U>"
means, with respect to any Person (the "<U>parent</U>") at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements
were prepared in accordance with GAAP as of such date, as well as any other
corporation, limited liability company, partnership, association or other entity
(a)&#160;of which securities or other ownership interests representing more than
50% of the equity or more than 50% of the ordinary voting power or, in the case
of a partnership, more than 50% of the general partnership interests are, as of
such date, owned, controlled or held, or (b)&#160;that is, as of such date,
otherwise Controlled, by the parent or one or more Subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Suwanee Real
Property</U>" means that certain Real Property owned by SSLLC, which is
located at 120 Satellite Boulevard, Suwanee, Georgia. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Swap
Agreement</U>" means any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; <U>provided </U>that no
phantom stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
any Borrower or its Subsidiaries shall be a Swap Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Swap
Obligations</U>" of a Person means any and all obligations of such Person,
whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor), under (a) any and all Swap Agreements, and
(b) any and all cancellations, buy backs, reversals, terminations or assignments
of any Swap Agreement transaction. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>SYX on a
Consolidated Basis</U>" means the consolidation of SYX and its Subsidiaries
in accordance with GAAP. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>TARGET
Day</U>" means any day on which the Trans-European Automated Real-time
Gross Settlement Express Transfer payment system is open for the settlement of
payments in Euro. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Taxes</U>"
means any and all present or future taxes, levies, imposts, duties, deductions,
charges or withholdings imposed by any Governmental Authority. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Total Revolving
Commitment</U>" means the aggregate of the UK Revolving Commitment and the
US Revolving Commitment in the initial aggregate amount of $120,000,000, subject
to increase, after giving effect to any and each Revolver Increase as provided
in Section 2.08(d) to up to $150,000,000. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Total Revolving
Exposure</U>" means the aggregate of the UK Revolving Exposure and the US
Revolving Exposure. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Trailing Borrowing
Base Availability</U>" means the average daily Borrowing Base Availability
during the fiscal quarter then most recently ended as determined by the
applicable Administrative Agent in its sole discretion. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Treaty</U>"
means any double taxation agreement which makes provision for full exemption
from tax imposed by the United Kingdom on interest. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Treaty
Lender</U>" means the US Administrative Agent or a Lender which: (a) is
treated as a resident of a Treaty State for the purposes of a Treaty; or (b)<B>
</B>does not carry on a business in the United Kingdom through a permanent
establishment with which the US Administrative Agent's or that Lender's
participation in any advances under this Agreement is effectively connected. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Treaty State</U>" means a jurisdiction having a Treaty with the United Kingdom.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Transactions</U>"
means the execution, delivery and performance by each Loan Party of the Loan
Documents to which it is to be a party, the borrowing of Loans and other credit
extensions, the use of the proceeds thereof and the issuance of Letters of
Credit hereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Type</U>"
when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined
by reference to the Adjusted LIBO Rate, the Alternate US Base Rate or the
Alternate Eurocurrency Base Rate. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UCC</U>"
means the Uniform Commercial Code as in effect from time to time in the State of
New York or any other state the laws of which are required to be applied in
connection with the issue of perfection of security interests. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UCC
Control</U>" has the meaning set forth in Article 8 or, if applicable, in
Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK Administrative
Agent</U>" means JP Morgan Europe Limited, in its capacity as
administrative agent for the UK Lenders hereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK
Availability</U>" means, at any time, an amount equal to (a) the lesser of
(x) the UK Revolving Commitment and (y) the UK Borrowing Base <U>minus</U> (b)
the UK Revolving Exposure of all UK Lenders. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>UK Borrower</U>" has the meaning assigned to such term in the introductory
paragraph of this Agreement.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK Borrower on a
Consolidated Basis</U>" means the consolidation of UK Borrower and its
Subsidiaries in accordance with GAAP. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK
Borrowing</U>" means (a) UK Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurocurrency Loans,
as to which a single Interest Period is in effect, and (b) a Protective UK
Advance. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>UK Borrowing Agent</U>" means the UK Borrower.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK Borrowing
Base</U>" means, at any time, the sum of (a) up to the Dilution Adjusted
Rate of the Eligible UK Accounts at such time, <U>plus</U> (b) UK Real Property
Availability, <U>plus</U> (c) US Availability, <U>minus</U> (d)&#160;UK Reserves
(in each case expressed in Dollars). The UK Administrative Agent may, in its
Permitted Discretion, reduce the advance rate set forth above, adjust UK
Reserves or reduce one or more of the other elements used in computing the UK
Borrowing Base. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK Business
Day</U>" means any day that is not a Saturday, Sunday or other day on which
commercial banks in London are authorized or required by law to remain closed;
<U>provided</U> that, when used in connection with a Eurocurrency Loan in Euros,
the term "<U>Business Day</U>" shall also exclude any day which is not
a TARGET Day. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>UK Funding Account</U>" has the meaning assigned to such term in Section 4.01(h).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>UK GAAP</U>" means generally accepted accounting principles in the United Kingdom.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>UK LC Collateral Account</U>" has the meaning assigned to such term in Section
2.05(k).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK LC
Disbursement</U>" means a payment made by the applicable Issuing Bank
pursuant to a Letter of Credit issued for the account of the UK Borrower. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK LC
Exposure</U>" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time issued on behalf of the
UK Borrower plus (b) the aggregate amount of all UK LC Disbursements that have
not yet been reimbursed by or on behalf of the UK Borrower at such time. The UK
LC Exposure of any UK Lender at any time shall be its Applicable Percentage of
the total UK LC Exposure at such time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK
Lender</U>" means, as of any date of determination, a Lender with a UK
Revolving Commitment or, if the UK Revolving Commitment has terminated or
expired, a Lender with UK Revolving Exposure. The initial UK Lenders means the
Persons listed on the Commitment Schedule as UK Lenders and any other Person
that shall have become a UK Lender party hereto pursuant to an Assignment and
Acceptance or pursuant to Section 2.22, other than any such Person that ceases
to be a party hereto pursuant to an Assignment and Acceptance. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK Mandatory
Costs</U>" means, in relation to a UK Revolving Loan or unpaid sum thereon,
the rate <I>per annum </I>notified by any UK Lender to the UK Administrative
Agent to be the cost to that UK Lender of compliance with all reserve asset,
liquidity or cash margin or other like requirements of the Bank of England, the
Financial Services Authority or the European Central Bank and which shall be
determined in accordance with Exhibit F. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>UK Real Property</U>" means the Wellingborough Real Property and the Greenock Real
Property, Scotland.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK Real Property
Availability</U>" means the Dollar Equivalent of &#163;3,825,000
(determined by the UK Administrative Agent based on the Exchange Rate in effect
on the Effective Date) as reduced as of the last day of each fiscal quarter
commencing December 31, 2005, and continuing on the last day of each March 31,
June 30, September 30 and December 31 thereafter, by the sum of &#163;95,625. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK
Reserves</U>" means (a) the prescribed part of the UK Borrower's net
property that would be made available for the satisfaction of its unsecured
debts pursuant to section 176A of the Insolvency Act 1986 together with the UK
Borrower's liabilities which constitute preferential debts pursuant to
section 386 of the Insolvency Act 1986 <U>plus</U> (b) third party claims
against the assets of the UK Borrower ranking or which may rank equal or prior
to the claims of the UK Administrative Agent or the US Administrative Agent
(including by way of retention of title) provided that such amounts&#160;shall
be adjusted from time to time hereafter upon delivery to the US Administrative
Agent of an acceptable waiver. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK Revolving
Commitment</U>" means, with respect to each Lender, the commitment, if any,
of such Lender to make UK Revolving Loans and to acquire participations in
Protective UK Advances and Letters of Credit issued for the account of the UK
Borrower hereunder, expressed as an amount in Dollars representing the maximum
possible aggregate amount of such Lender's Revolving Exposure hereunder, as
such commitment may be (a) increased from time to time pursuant to Section
2.08(d), (b) reduced from time to time pursuant to the other provisions of
Section 2.08 and (c) reduced or increased from time to time pursuant to
assignments by or to such Lender pursuant to Section 9.04. The initial amount of
each Lender's UK Revolving Commitment is set forth on the Commitment
Schedule, or in the Assignment and Acceptance pursuant to which such Lender
shall have assumed its UK Revolving Commitment, as applicable. The initial
aggregate amount of UK Lenders' UK Revolving Commitments is $50,000,000. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>UK Revolving
Exposure</U>" means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender's UK Revolving Loans and its UK
LC Exposure, and its commitment hereunder with respect to Protective UK
Advances, in each case expressed in Dollars. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>UK Revolving Loan</U>" means a Loan made pursuant to Section 2.01(b).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US Administrative
Agent</U>" means Chase, in its capacity as administrative agent for the US
Lenders hereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US
Availability</U>" means, at any time, an amount equal to (a) the lesser of
the US Revolving Commitment and the US Borrowing Base minus (b) the US Revolving
Exposure of all US Lenders. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>US Borrower</U>" has the meaning assigned to such term in the introductory
paragraph of this Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>US Borrowers</U>" has the meaning assigned to such term in the introductory
paragraph of this Agreement.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US
Borrowing</U>" means (a) US Revolving Loans of the same Type, made,
converted or continued on the same date and, in the case of Eurocurrency Loans,
as to which a single Interest Period is in effect, and (b) a Protective US
Advance. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>US Borrowing Agent</U>" means SYX, in its capacity as the Borrowing Agent for each
of the US Borrowers.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US Borrowing
Base</U>" means, at any time, the sum of (a) up to the Dilution Adjusted
Rate of the Eligible Domestic Accounts at such time, <U>plus</U> (b) the lesser
of (i) $30,000,000, (ii) the sum of (w) 40% of the Eligible Inventory consisting
of domestic branded finished goods, <U>plus</U> (x) 40% of the Eligible
Inventory consisting of domestic industrial finished goods, <U>plus</U> (y) 20%
of the Eligible Inventory consisting of domestic non-branded finished goods,
<U>plus</U> (z) the lesser of (I) $5,000,000 or (II) 20% of the US
Borrower's Eligible Inventory consisting of Computer Component Inventory,
all valued at the lower of cost (determined on a standard cost basis) or market
value, determined on a first-in-first-out basis, at such time and (iii) up to
80% of the Net Orderly Liquidation Value of the US Borrower's Inventory
identified as "eligible" in the most recent inventory appraisal
ordered by the US Administrative Agent, <U>minus</U> (c)&#160;the Borrowing Base
Availability Block Amount <U>minus</U> (d) Reserves. The US Administrative Agent
may, in its Permitted Discretion, reduce the advance rates set forth above,
adjust Reserves or reduce one or more of the other elements used in computing
the Borrowing Base. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US Business
Day</U>" means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain
closed; <U>provided</U> that, when used in connection with a Eurocurrency Loan,
the term "<U>Business Day</U>" shall also exclude any day which is not
a TARGET Day. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>US GAAP</U>" means generally accepted accounting principles in the United States of
America.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>US LC Collateral Account</U>" has the meaning assigned to such term in Section
2.05(j).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US LC
Exposure</U>" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time issued on behalf of the
US Borrower plus (b) the aggregate amount of all US LC Disbursements that have
not yet been reimbursed by or on behalf of the US Borrower at such time. The US
LC Exposure of any US Lender at any time shall be its Applicable Percentage of
the total US LC Exposure at such time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US LC
Disbursement</U>" means a payment made by the applicable Issuing Bank
pursuant to a Letter of Credit issued for the account of any US Borrower. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US
Lender</U>" means, as of any date of determination, a Lender with a US
Revolving Commitment or, if the US Revolving Commitments have terminated or
expired, a Lender with US Revolving Exposure. The initial US Lenders means the
Persons listed on the Commitment Schedule as US Lenders and thereafter, any
other Person that shall have become a US Lender party hereto pursuant to an
Assignment and Acceptance or pursuant to Section 2.22, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and
Acceptance. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US
Obligations</U>" means any payment or performance obligation or other
liability whatsoever of any Loan Party under this Agreement or any other Loan
Document to the extent the same does not relate solely to the UK Borrower and
its payment and performance obligations in respect of UK Revolving Loans,
Protective UK Advances, and UK LC Exposure extended to, or for the account of,
UK Borrower, and for greater certainty, but without limiting the generality of
the foregoing, shall include: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) any payment or
performance obligation or other liability whatsoever consisting of an obligation
under this Agreement or any other Loan Documents to pay principal, interest,
fees, indemnification obligations, reimbursements, expenses or other charges or
amounts whatsoever except those that relate solely to UK Borrowings and UK LC
Exposure Advances extended to, or for the account of, UK Borrower and the
obligations of UK Borrower with respect thereto and to reporting, information
provision and similar obligations incurred by UK Borrower; and </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) any liability
whatsoever in respect of representations, warranties and covenants of any Loan
Party under this Agreement or any other Loan Documents to the extent that they
do not relate solely to UK Borrower. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US Revolving
Commitment</U>" means, with respect to each Lender, the commitment of such
Lender to make US Revolving Loans and to acquire participations in Protective US
Advances and Letters of Credit issued for the account of the US Borrower
hereunder, expressed as an amount representing the maximum possible aggregate
amount of such Lender's US Revolving Exposure hereunder, as such commitment
may be (a) increased from time to time pursuant to Section 2.08(d), (b) reduced
from time to time pursuant to the other provisions of Section 2.08 and (c)
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04. The initial amount of each Lender's US
Revolving Commitment is set forth on the Commitment Schedule, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
US Revolving Commitment, as applicable. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>US Revolving
Exposure</U>" means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender's US Revolving Loans and its US
LC Exposure, and its commitment hereunder with respect to Protective US
Advances. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>US Revolving Loan</U>" means a Loan made pursuant to Section 2.01(a).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Unliquidated
Obligations</U>" means, at any time, any Secured Obligations (or portion
thereof) that are contingent in nature or unliquidated at such time, including
any Secured Obligation that is: (i) an obligation to reimburse a bank for
drawings not yet made under a letter of credit issued by it; (ii) any other
obligation (including any guarantee) that is contingent in nature at such time;
or (iii) an obligation to provide collateral to secure any of the foregoing
types of obligations. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>VAT</U>"
means value added tax as provided for in the Value Added Tax Act 1994 of the
United Kingdom and any other tax of a similar nature. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Week</U>" means the time period commencing with a Wednesday and ending on the
following Tuesday.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Wellingborough
Real Property</U>" means that certain Real Property owned by the UK
Borrower which is located at Darby Close, Park Farm South, Wellingborough
Northants NN8 6GS and registered at the Land registry in England under title
number NN 220803. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;"<U>Withdrawal
Liability</U>" means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part&#160;I of Subtitle&#160;E of Title&#160;IV of ERISA. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 1.02. <U>Classification of Loans and Borrowings</U>. For purposes of this
Agreement, Loans may be classified and referred to by Class (e.g., a "US
Revolving Loan") or by Type (e.g., a "Eurocurrency Loan") or by Class and Type
(e.g., a "US Eurocurrency Loan"). Borrowings also may be classified and referred
to by Class (e.g., a "US Revolving Loan") or by Type (e.g., a "Eurocurrency
Borrowing") or by Class and Type (e.g., a "US Eurocurrency Borrowing").</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1.03. <U>Terms
Generally</U>. The definitions of terms herein shall apply equally to the
singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and
"including" shall be deemed to be followed by the phrase "without
limitation". The word "will" shall be construed to have the same
meaning and effect as the word "shall". Unless the context requires
otherwise (a) any definition of or reference to any agreement, instrument or
other document herein shall be construed as referring to such agreement,
instrument or other document as from time to time amended, supplemented or
otherwise modified (subject to any restrictions on such amendments, supplements
or modifications set forth herein), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
"herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety
and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to
Articles and Sections of, and Exhibits and Schedules to, this Agreement and (e)
the words "asset" and "property" shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible
assets and properties, including cash, securities, accounts and contract rights. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1.04. <U>Accounting
Terms; GAAP</U>. Except as otherwise expressly provided herein, all terms of an
accounting or financial nature shall be construed in accordance with GAAP, as in
effect from time to time; <U>provided</U> that, if the US Borrowing Agent
notifies the US Administrative Agent that the Borrowers request an amendment to
any provision hereof to eliminate the effect of any change occurring after the
date hereof in GAAP or in the application thereof on the operation of such
provision (or if the US Administrative Agent notifies the Borrowing Agent that
the Required Lenders request an amendment to any provision hereof for such
purpose), regardless of whether any such notice is given before or after such
change in GAAP or in the application thereof, then such provision shall be
interpreted on the basis of GAAP as in effect and applied immediately before
such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 1.05.
<U>Currencies; Exchange Rates</U>. If, at any time, any amount denominated in
any Optional Currency is required pursuant to any Loan Document to be expressed
in Dollars, then such amount shall be expressed at the Dollar Equivalent
determined by the US Administrative Agent or the UK Administrative Agent, as
applicable, based on the Exchange Rate then in effect (as provided in Section
2.20(a)), unless the Exchange Rate is required to be determined as of another
date. If, at any time, any amount is required to be expressed in Optional
Currency, then such amount shall be expressed at the Optional Currency
Equivalent determined as of such date by the US Administrative Agent based on
the Exchange Rate then in effect (as provided in Section 2.20(a)), unless the
Exchange Rate is required to be determined as of another date. Any such
determinations by the US Administrative Agent shall be conclusive absent
manifest error. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE II. <U>The Credits</U></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.01. <U>Commitments</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Subject to the
terms and conditions set forth herein, each US Lender agrees to make US
Revolving Loans to the US Borrowers from time to time during the Availability
Period in an aggregate principal amount that will not result in (i) such
Lender's US Revolving Exposure exceeding such Lender's US Revolving Commitment
or (ii) the total US Revolving Exposure exceeding the lesser of (x) the sum of
the total US Revolving Commitments or (y) the US Borrowing Base, subject to the
US Administrative Agent's authority, in its sole discretion, to make Protective
US Advances pursuant to the terms of Section 2.04 by making immediately
available funds available to the US Administrative Agent's designated account,
not later than 11:00 a.m., New York time. Within the foregoing limits and
subject to the terms and conditions set forth herein, the US Borrowers may
borrow, prepay and reborrow US Revolving Loans. Revolving Loans advanced to any
US Borrower shall be denominated in Dollars and shall be maintained on the books
of the Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Subject to the
terms and conditions set forth herein, each UK Lender agrees to make UK
Revolving Loans to the UK Borrower from time to time during the Availability
Period in an aggregate principal amount that will not result in (i) such
Lender's UK Revolving Exposure exceeding such Lender's UK Revolving Commitment
or (ii) the total UK Revolving Exposure exceeding the lesser of (x) the sum of
the total UK Revolving Commitments or (y) an amount equal to the UK Borrowing
Base (with the US Availability component thereof calculated after giving effect
to all US Revolving Loans then outstanding or then requested under Section
2.03), subject to the UK Administrative Agent's authority, in its sole
discretion, to make Protective UK Advances pursuant to the terms of Section 2.04
by making immediately available funds available to the UK Administrative Agent's
designated account, not later than 11:00 a.m., London time. Within the foregoing
limits and subject to the terms and conditions set forth herein, the UK Borrower
may borrow, prepay and reborrow UK Revolving Loans. Revolving Loans advanced to
the UK Borrower shall be denominated in Optional Currencies and shall be
maintained on the books of the UK Administrative Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.02. <U>Loans and Borrowings</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Each US
Revolving Loan shall be made as part of a US Borrowing consisting of US
Revolving Loans of the same Class and Type made by the US Lenders ratably in
accordance with their respective US Revolving Commitments of the applicable
Class. Each UK Revolving Loan shall be made as part of a UK Borrowing consisting
of UK Revolving Loans of the same Class and Type made by the UK Lenders ratably
in accordance with their respective UK Revolving Commitments of the applicable
Class. Any Protective Advance shall be made in accordance with the procedures
set forth in Section 2.04.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Subject to
Section 2.14, each Borrowing shall be comprised entirely of ABR Loans or
Eurocurrency Loans as the applicable Borrowing Agent may request in accordance
herewith. Each Lender at its option may make any Eurocurrency Loan by causing
any domestic or foreign branch or Affiliate of such Lender to make such Loan;
provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this
Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) At the
commencement of each Interest Period for any Eurocurrency Borrowing, such
Borrowing (other than a Eurocurrency Borrowing bearing interest at the Alternate
Eurocurrency Base Rate) shall be in an aggregate amount that is an integral
multiple of (i) in the case of borrowings in Dollars, $500,000 and not less than
$3,000,000, (ii) in the case of borrowings in Sterling,(pound)500,000 and not
less than(pound)2,000,000 and (iii) in the case of borrowings in
Euro,(euro)500,000 and not less than(euro)2,000,000. ABR Borrowings and
Eurocurrency Borrowings bearing interest at the Alternate Eurocurrency Base Rate
may be in any amount. Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more
than a total of 10 Eurocurrency Borrowings outstanding.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Notwithstanding
any other provision of this Agreement, a Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.03. <U>Requests for Borrowings</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) To request a UK
Revolving Loan, the UK Borrowing Agent shall notify the UK Administrative Agent
of such request either in writing (delivered by hand or facsimile) in a form
approved by the UK Administrative Agent and signed by the UK Borrowing Agent or
by telephone (i) in the case of a Eurocurrency Borrowing (other than a
Eurocurrency Borrowing bearing interest at the Alternate Eurocurrency Base
Rate), not later than 11:00 a.m., London time, three Business Days before the
date of the proposed Borrowing or (ii) in the case of a Eurocurrency Borrowing
bearing interest at the Alternate Eurocurrency Base Rate, not later than 11:00
a.m., London time, on the date of the proposed Borrowing. Each such telephonic
Borrowing Request shall be irrevocable and shall be confirmed promptly by hand
delivery or facsimile to the UK Administrative Agent of a written Borrowing
Request in a form approved by the UK Administrative Agent and signed by the UK
Borrowing Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) To request a US
Revolving Loan, which may be made on behalf of any US Borrower, the US Borrowing
Agent shall notify the US Administrative Agent of such request either in writing
(delivered by hand or facsimile) in a form approved by the US Administrative
Agent and signed by the Borrowing Agent or by telephone (i) in the case of a
Eurocurrency Borrowing, not later than 1:00 p.m., New York time, three Business
Days before the date of the proposed Borrowing or (ii) in the case of an ABR
Borrowing, not later than 1:00 p.m., New York time, on the date of the proposed
Borrowing; provided that any such notice of an ABR Borrowing to finance the
reimbursement of a US LC Disbursement as contemplated by Section 2.05(e) may be
given not later than 10:00 a.m., New York time, on the date of the proposed
Borrowing. Each such telephonic Borrowing Request shall be irrevocable and shall
be confirmed promptly by hand delivery or facsimile to the US Administrative
Agent of a written Borrowing Request in a form approved by the US Administrative
Agent and signed by the Borrower.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Each Borrowing
Request, whether telephonic or written, and whether for a UK Revolving Loan or a
US Revolving Loan, shall specify the following information in compliance with
Section 2.02:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) the Borrowing Agent requesting such Borrowing (and on whose
behalf the applicable Borrowing Agent is requesting such Borrowing);<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the aggregate
amount of the requested Borrowing and a breakdown of the separate wires
comprising such Borrowing; the date of such Borrowing, which shall be a Business
Day;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) the Optional
Currency (in the case of a UK Borrowing) of such Borrowing;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) the date of
such Borrowing, which shall be a Business Day;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) whether such
Borrowing is to be an ABR Borrowing (in the case of a US Borrowing) or a
Eurocurrency Borrowing (in the case of either a US Borrowing or a UK Borrowing),
and if such Borrowing is a UK Borrowing, whether such Borrowing is bearing
interest at the Alternate Eurocurrency Base Rate;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) in the case of
a Eurocurrency Borrowing, bearing interest at the Adjusted LIBO Rate, the
initial Interest Period to be applicable thereto, which shall be a period
contemplated by the definition of the term "Interest Period"; and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) the location
and number of the applicable Funding Account to which funds are to be disbursed,
which shall comply with the requirements of Section 2.06.</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) If no election
as to the Type of Borrowing with respect to a US Borrower is specified, then the
requested Borrowing with respect to a US Borrower shall be an ABR Borrowing. If
no Interest Period is specified with respect to any requested Eurocurrency
Borrowing by a US Borrower, then the US Borrowing Agent shall be deemed to have
selected an Interest Period of one month's duration. If no Interest Period is
specified with respect to any requested Eurocurrency Borrowing by the UK
Borrower, then the UK Borrowing Agent shall be deemed to have requested a
Eurocurrency Borrowing bearing interest at the Alternate Eurocurrency Base Rate.
Promptly following receipt of a Borrowing Request in accordance with this
Section, (x) the UK Administrative Agent shall advise each UK Lender of the
details thereof and of the amount of such UK Lender's Loan to be made as part of
the requested Borrowing and (y) the US Administrative Agent shall advise each US
Lender of the details thereof and of the amount of such US Lender's Loan to be
made as part of the requested Borrowing, as applicable.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.04. <U>Protective Advances</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Subject to the
limitations set forth below, the UK Administrative Agent is authorized by the UK
Borrower and the UK Lenders, from time to time in the UK Administrative Agent's
sole discretion (but shall have absolutely no obligation to), to make Loans to
the UK Borrower, on behalf of all UK Lenders, which the UK Administrative Agent,
in its Permitted Discretion, deems necessary or desirable (i) to preserve or
protect the UK Collateral, or any portion thereof, (ii) to enhance the
likelihood of, or maximize the amount of, repayment of the UK Revolving Loans
and other UK Obligations, or (iii) to pay any other amount chargeable to or
required to be paid by the UK Borrower pursuant to the terms of this Agreement,
including payments of reimbursable expenses (including costs, fees, and expenses
as described in Section 9.03) and other sums payable under the Loan Documents
(any of such Loans are herein referred to as "Protective UK Advances"); provided
that, the aggregate amount of Protective UK Advances outstanding at any time
shall not at any time exceed an amount equal to 10% of the UK Revolving
Commitments; provided further that, the aggregate amount of outstanding
Protective UK Advances plus the aggregate UK Revolving Exposure shall not exceed
the aggregate unused UK Revolving Commitments. The Protective UK Advances shall
be secured by the Liens in favor of the UK Administrative Agent in and to the UK
Collateral and shall constitute UK Obligations hereunder. The UK Administrative
Agent's authorization to make Protective UK Advances may be revoked at any time
by the Required UK Lenders. Any such revocation must be in writing and shall
become effective prospectively upon the UK Administrative Agent's receipt
thereof. At any time that there is sufficient UK Availability and the conditions
precedent set forth in Section 4.02 have been satisfied, the UK Administrative
Agent may request the UK Lenders to make a UK Revolving Loan to repay a
Protective UK Advance. At any other time the UK Administrative Agent may require
the UK Lenders to fund their risk participations described in Section 2.04(d).
Notwithstanding the foregoing, or any other provision of this Agreement, the
funding of any Protective UK Advances, or any other sums to be funded by the UK
Administrative Agent hereunder or under any of the other Loan Documents, may be
made by any branch of the US Administrative Agent located in England, Scotland
or Wales.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Subject to the
limitations set forth below, the US Administrative Agent is authorized by each
of the US Borrowers, and the US Lenders, from time to time in the US
Administrative Agent's sole discretion (but shall have absolutely no obligation
to), to make Loans to the US Borrowers, on behalf of all US Lenders, which the
US Administrative Agent, in its Permitted Discretion, deems necessary or
desirable (i) to preserve or protect the US Collateral, or any portion thereof,
(ii) to enhance the likelihood of, or maximize the amount of, repayment of the
Loans and other US Obligations, or (iii) to pay any other amount chargeable to
or required to be paid by the US Borrowers pursuant to the terms of this
Agreement, including payments of reimbursable expenses (including costs, fees,
and expenses as described in Section 9.03) and other sums payable under the Loan
Documents (any of such Loans are herein referred to as "Protective US
Advances"); provided that, the aggregate amount of Protective US Advances
outstanding at any time shall not at any time exceed an amount equal to 10% of
the US Revolving Commitments; provided further that, the aggregate amount of
outstanding Protective US Advances plus the aggregate US Revolving Exposure
shall not exceed the aggregate unused US Revolving Commitments. The US
Protective Advances shall be secured by the Liens in favor of the US
Administrative Agent in and to the US Collateral and shall constitute US
Obligations hereunder. The US Administrative Agent's authorization to make
Protective US Advances may be revoked at any time by the Required US Lenders.
Any such revocation must be in writing and shall become effective prospectively
upon the US Administrative Agent's receipt thereof. At any time that there is
sufficient US Availability and the conditions precedent set forth in Section
4.02 have been satisfied, the US Administrative Agent may request the US Lenders
to make a US Revolving Loan to repay a Protective Advance. At any other time the
US Administrative Agent may require the US Lenders to fund their risk
participations described in Section 2.04(e).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Protective
Advances may be made even if the conditions precedent set forth in Section 4.02
have not been satisfied. All Protective US Advances shall be ABR Borrowings and
all Protective UK Advances shall be Eurocurrency Loans having an interest period
of one month.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Upon the making
of a Protective UK Advance by the UK Administrative Agent (whether before or
after the occurrence of a Default), each UK Lender shall be deemed, without
further action by any party hereto, to have unconditionally and irrevocably
purchased from the UK Administrative Agent without recourse or warranty, an
undivided interest and participation in such Protective UK Advance in proportion
to its Applicable UK Percentage. From and after the date, if any, on which any
UK Lender is required to fund its participation in any Protective UK Advance
purchased hereunder, the UK Administrative Agent shall promptly distribute to
such Lender, such Lender's Applicable UK Percentage of all payments of principal
and interest and all proceeds of UK Collateral received by the UK Administrative
Agent in respect of such Protective UK Advance.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Upon the making
of a Protective US Advance by the US Administrative Agent (whether before or
after the occurrence of a Default), each US Lender shall be deemed, without
further action by any party hereto, to have unconditionally and irrevocably
purchased from the US Administrative Agent without recourse or warranty, an
undivided interest and participation in such Protective US Advance in proportion
to its Applicable Percentage. From and after the date, if any, on which any US
Lender is required to fund its participation in any Protective Advance purchased
hereunder, the US Administrative Agent shall promptly distribute to such US
Lender, such US Lender's Applicable Percentage of all payments of principal and
interest and all proceeds of Collateral received by the US Administrative Agent
in respect of such Protective US Advance.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.05. <U>Letters of Credit</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>General</U>. Subject
to the terms and conditions set forth herein, the US Borrowing Agent may request
the issuance of Letters of Credit for the account of any of the US Borrowers, in
a form reasonably acceptable to the US Administrative Agent and the Issuing
Bank, at any time and from time to time during the Availability Period. Subject
to the terms and conditions set forth herein, the UK Borrowing Agent may request
the issuance of Letters of Credit the account of the UK Borrower, in a form
reasonably acceptable to the UK Administrative Agent and the Issuing Bank, at
any time and from time to time during the Availability Period. In the event of
any inconsistency between the terms and conditions of this Agreement and the
terms and conditions of any form of letter of credit application or other
agreement submitted by any Borrower to, or entered into by any Borrower with,
the Issuing Bank relating to any Letter of Credit, the terms and conditions of
this Agreement shall control.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Notice of
Issuance, Amendment, Renewal, Extension; Certain Conditions</U>. To request the
issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the applicable Borrowing Agent shall deliver or
facsimile (or transmit by electronic communication, if arrangements for doing so
have been approved by the applicable Issuing Bank) to the Issuing Bank and, as
applicable, the US Administrative Agent or the UK Administrative Agent prior to
the requested date of issuance, amendment, renewal or extension) a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of
Credit to be amended, renewed or extended, and specifying the date of issuance,
amendment, renewal or extension (which shall be a US Business Day or, in the
case of a Letter of Credit to be issued for the account of the UK Borrower, a UK
Business Day), the date on which such Letter of Credit is to expire (which shall
comply with paragraph (c) of this Section), the amount of such Letter of Credit,
whether such Letter of Credit is to be denominated in Dollars (in the case of a
US Borrower) or in an Optional Currency (in the case of the UK Borrower), the
name and address of the beneficiary thereof and such other information as shall
be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the applicable Issuing Bank, the applicable Borrowing Agent (or
Borrower) also shall submit a letter of credit application on the Issuing Bank's
standard form in connection with any request for a Letter of Credit. A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed
$30,000,000, (ii) the Total Revolving Exposures shall not exceed the lesser of
the Total Revolving Commitments and the Borrowing Base; (iii) the total UK
Revolving Exposures shall not exceed the lesser of the UK Revolving Commitments
and the UK Borrowing Base; and (iv) the total US Revolving Exposures shall not
exceed the lesser of the US Revolving Commitments and the US Borrowing
Base.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Expiration Date;
Existing Letters of Credit</U>. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) (X) with respect to standby Letters
of Credit, the date one year after the date of the issuance of such standby
Letter of Credit (or, in the case of any renewal or extension thereof, one year
after such renewal or extension), and (Y) with respect to documentary Letters of
Credit, the date 120 days after the date of the issuance of such documentary
Letter of Credit (or, in the case of any renewal or extension thereof, 120 days
after such renewal or extension) and (ii) the date that is thirty (30) US
Business Days (in the case of a Letter of Credit to be issued for the account of
a US Borrower) or thirty (30) UK Business Days (in the case of a Letter of
Credit to be issued for the account of the UK Borrower) prior to the Maturity
Date. All Existing Letters of Credit shall be deemed Letter of Credits issued
pursuant to the terms and conditions of this Agreement to the extent that the
Issuing Bank therefor has become a party to this Agreement. Each Issuing Bank
and Borrower shall amend, supplement or otherwise modify each such Letter of
Credit to the extent any of the terms and conditions thereof are inconsistent
with the terms and conditions of this Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Participations</U>.
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) for the account of a US Borrower or the UK
Borrower, as applicable, and without any further action on the part of such
Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each
US Lender and UK Lender, respectively, and each such Lender hereby acquires from
such Issuing Bank, a participation in such Letter of Credit equal to such
Lender's Applicable US Percentage or Applicable UK Percentage, respectively, of
the aggregate amount available to be drawn under such Letter of Credit. In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay (i) to the US Administrative Agent with
respect to Letters of Credit issued for the account of a US Borrower and (ii) to
the UK Administrative Agent with respect to Letters of Credit issued for the
account of the UK Borrower, in either event for the account of the relevant
Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement made
by the Issuing Bank and not reimbursed by the applicable Borrower on the date
due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to such Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Reimbursement</U>.
If an Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the applicable Borrower shall reimburse such LC Disbursement by paying
to the US Administrative Agent or UK Administrative Agent, as applicable, an
amount equal to such LC Disbursement not later than 11:00 a.m., New York time or
London time, as applicable, on the date that such LC Disbursement is made, if
the applicable Borrowing Agent shall have received notice of such LC
Disbursement prior to 9:00 a.m., New York time or London time, as applicable, on
such date, or, if such notice has not been received by the applicable Borrowing
Agent prior to such time on such date, then not later than 11:00 a.m., New York
time or London time, as applicable, on (i) the Business Day that the applicable
Borrowing Agent receives such notice, if such notice is received prior to 9:00
a.m., New York time or London time, as applicable, on the day of receipt, or
(ii) the Business Day immediately following the day that the applicable
Borrowing Agent receives such notice, if such notice is not received prior to
such time on the day of receipt; provided that, (x) with respect to Letters of
Credit issued for the account of a US Borrower, the US Borrowing Agent may,
subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.03(b) that such payment be financed with an ABR Borrowing in an
equivalent amount and, to the extent so financed, the respective Borrower's
obligation to make such payment shall be discharged and replaced by the
resulting ABR Borrowing and (y) with respect to Letters of Credit issued for the
account of the UK Borrower, the UK Borrowing Agent may, subject to the
conditions to borrowing set forth herein, request in accordance with Section
2.03(a) that such payment be financed with a UK Revolving Loan consisting of a
Eurocurrency Borrowing having an Interest Period of one month in an equivalent
amount and, to the extent so financed, the respective Borrower's obligation to
make such payment shall be discharged and replaced by the resulting UK Revolving
Loan. If the applicable Borrower fails to make such payment when due, and no
other Borrower makes such payment on its behalf (provided, however, that the UK
Borrower shall not make any payments on behalf of any US Borrower) the US
Administrative Agent or the UK Administrative Agent, as applicable, shall notify
each relevant Lender of the applicable LC Disbursement, the payment then due
from such Borrower in respect thereof and such Lender's Applicable Percentage
thereof. Promptly following receipt of such notice, each Lender shall pay to the
US Administrative Agent or UK Administrative Agent, as applicable, its
Applicable Percentage of the payment then due from the relevant Borrower, in the
same manner as provided in Section 2.06 with respect to Loans made by such
Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment
obligations of the Lenders), and the US Administrative Agent or the UK
Administrative Agent, as applicable, shall promptly pay to the Issuing Bank the
amounts so received by it from the Lenders. Promptly following receipt by the US
Administrative Agent or the UK Administrative Agent of any payment from any
Borrower pursuant to this paragraph, the US Administrative Agent or the UK
Administrative Agent, as applicable, shall distribute such payment to the
Issuing Bank or, to the extent that Lenders have made payments pursuant to this
paragraph to reimburse the Issuing Bank, then to such Lenders and the Issuing
Bank as their interests may appear. Any payment made by a Lender pursuant to
this paragraph to reimburse an Issuing Bank for any LC Disbursement (other than
the funding of Revolving Loans as contemplated in the proviso above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Obligations
Absolute</U>. Each Borrower's obligation to reimburse LC Disbursements as provided
in paragraph (e) of this Section shall be absolute, unconditional and
irrevocable, and shall be performed strictly in accordance with the terms of
this Agreement under any and all circumstances whatsoever and irrespective of
(i) any lack of validity or enforceability of any Letter of Credit or any Loan
Document, or any term or provision therein, (ii) any draft or other document
presented under a Letter of Credit proving to be forged, fraudulent or invalid
in any respect or any statement therein being untrue or inaccurate in any
respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit
against presentation of a draft or other document that does not comply with the
terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, such Borrower's obligations hereunder.
Neither the US Administrative Agent, the UK Administrative Agent, the Lenders,
nor the Issuing Bank, nor any of their Related Parties, shall have any liability
or responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the foregoing shall
not be construed to excuse the Issuing Bank from liability to the applicable
Borrower to the extent of any direct damages (as opposed to consequential
damages, claims in respect of which are hereby waived by each Borrower to the
extent permitted by applicable law) suffered by such Borrower that are caused by
the Issuing Bank's failure to exercise care when determining whether drafts and
other documents presented under a Letter of Credit comply with the terms
thereof. The parties hereto expressly agree that, in the absence of gross
negligence or willful misconduct on the part of the applicable Issuing Bank (as
finally determined by a court of competent jurisdiction), each of the Issuing
Banks shall be deemed to have exercised care in each such determination. In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>Disbursement
Procedures</U>. An Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a
Letter of Credit. Such Issuing Bank shall promptly notify the US Administrative
Agent or the UK Administrative Agent, and the US Borrowing Agent or UK Borrowing
Agent, as applicable, by telephone (confirmed by facsimile) of such demand for
payment and whether the Issuing Bank has made or will make an LC Disbursement
thereunder; provided that any failure to give or delay in giving such notice
shall not relieve the applicable Borrower of its obligation to reimburse the
applicable Issuing Bank and the respective Lenders with respect to any such LC
Disbursement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <U>Interim
Interest</U>. If the Issuing Bank in respect of a Letter of Credit shall make any LC
Disbursement under such Letter of Credit, then, unless the relevant Borrower
shall reimburse such LC Disbursement in full on the date such LC Disbursement is
made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that
such Borrower reimburses such LC Disbursement, at the rate per annum then
applicable to ABR Revolving Loans; provided that, if the applicable Borrower
fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.12(d) shall apply. Interest accrued pursuant to
this paragraph shall be for the account of the Issuing Bank, except that
interest accrued on and after the date of payment by any Lender pursuant to
paragraph (e) of this Section to reimburse the Issuing Bank shall be for the
account of such Lender to the extent of such payment.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Replacement of
the Issuing Bank</U>. An Issuing Bank may be replaced at any time by written
agreement among the Borrowers, the US Administrative Agent (with respect to
Letters of Credit issued or to be issued on behalf of the US Borrowers), the UK
Administrative Agent (with respect to Letters of Credit issued or to be issued
on behalf of the UK Borrower), the replaced Issuing Bank and the successor
Issuing Bank. The US Administrative Agent shall notify the Lenders of any such
replacement of the Issuing Bank. At the time any such replacement shall become
effective, the applicable Borrower(s) shall pay all unpaid fees accrued for the
account of the replaced Issuing Bank pursuant to Section 2.11(b). From and after
the effective date of any such replacement, (i) the successor Issuing Bank shall
have all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit to be issued thereafter and (ii) references herein
to the term "Issuing Bank" shall be deemed to refer to such successor or to any
previous Issuing Bank, or to such successor and all previous Issuing Banks, as
the context shall require. After the replacement of an Issuing Bank hereunder,
the replaced Issuing Bank shall remain a party hereto and shall continue to have
all the rights and obligations of an Issuing Bank under this Agreement with
respect to Letters of Credit issued by it prior to such replacement, but shall
not be required to issue additional Letters of Credit.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) <U>US Cash
Collateralization</U>. If any Event of Default shall occur and be continuing, on the
Business Day that the US Borrowing Agent receives notice from the US
Administrative Agent or the Required US Lenders (or, if the maturity of the
Loans has been accelerated, US Lenders with US LC Exposure representing greater
than 51% of the total US LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the US Borrowing Agent, on behalf of the US
Borrowers, shall deposit in an account with the US Administrative Agent, in the
name of the US Administrative Agent and for the benefit of the US Lenders (the
US LC Collateral Account"), an amount in cash equal to 105% of the US LC
Exposure as of such date plus accrued and unpaid interest thereon; provided that
the obligation to deposit such cash collateral shall become effective
immediately, and such deposit shall become immediately due and payable, without
demand or other notice of any kind, upon the occurrence of any Event of Default
with respect to any US Borrower described in clause (h) or (i) of Article VII.
Such deposit shall be held by the US Administrative Agent as collateral for the
payment and performance of the Secured Obligations. The US Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account and the US Borrowers hereby grant the US
Administrative Agent a security interest in the US LC Collateral Account. Other
than any interest earned on the investment of such deposits, which investments
shall be made at the option and sole discretion of the US Administrative Agent
and at the US Borrower's risk and expense, such deposits shall not bear
interest. Interest or profits, if any, on such investments shall accumulate in
such account. Moneys in such account shall be applied by the US Administrative
Agent to reimburse the applicable Issuing Bank for LC Disbursements for which it
has not been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrowers for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated (but
subject to the consent of Lenders with US LC Exposure representing greater than
51% of the total US LC Exposure), be applied to satisfy other Secured
Obligations. If any US Borrower is required to provide an amount of cash
collateral hereunder as a result of the occurrence of an Event of Default, such
amount (to the extent not applied as aforesaid) shall be returned to the
applicable Borrower within three Business Days after all such Defaults have been
cured or waived.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <U>UK Cash
Collateralization</U>. If any Event of Default shall occur and be continuing, on the
Business Day that the UK Borrowing Agent receives notice from the UK
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Lenders with UK LC Exposure representing greater than 51%
of the total UK LC Exposure) demanding the deposit of cash collateral pursuant
to this paragraph, the UK Borrower shall deposit in an account with the UK
Administrative Agent, in the name of the UK Administrative Agent and for the
benefit of the Lenders (the "UK LC Collateral Account"), an amount in cash equal
to 105% of the LC Exposure as of such date plus accrued and unpaid interest
thereon; provided that the obligation to deposit such cash collateral shall
become effective immediately, and such deposit shall become immediately due and
payable, without demand or other notice of any kind, upon the occurrence of any
Event of Default with respect to the Borrower described in clause (h) or (i) of
Article VII. Such deposit shall be held by the UK Administrative Agent as
collateral for the payment and performance of the Secured Obligations due and
owing from the UK Borrower. The UK Administrative Agent shall have exclusive
dominion and control, including the exclusive right of withdrawal, over such
account and the Borrower hereby grants the UK Administrative Agent a security
interest in the LC Collateral Account. Other than any interest earned on the
investment of such deposits, which investments shall be made at the option and
sole discretion of the UK Administrative Agent and at the Borrower's risk and
expense, such deposits shall not bear interest. Interest or profits, if any, on
such investments shall accumulate in such account. Moneys in such account shall
be applied by the UK Administrative Agent to reimburse the applicable Issuing
Bank for LC Disbursements for which it has not been reimbursed and, to the
extent not so applied, shall be held for the satisfaction of the reimbursement
obligations of the UK Borrower for the UK LC Exposure at such time or, if the
maturity of the Loans has been accelerated (but subject to the consent of
Lenders with UK LC Exposure representing greater than 51% of the total UK LC
Exposure), be applied to satisfy other Secured Obligations. If the UK Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the UK Borrower within three Business Days after
all such Defaults have been cured or waived.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.06. <U>Funding of Borrowings</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Each US Lender
shall make each Loan to be made by it hereunder on the proposed date thereof by
wire transfer of immediately available funds by 11:00 a.m., New York time, to
the account of the US Administrative Agent most recently designated by it for
such purpose by notice to the US Lenders in an amount equal to such Lender's
Applicable US Percentage. The US Administrative Agent will make such Loans
available to the respective US Borrower by promptly crediting the amounts so
received, in like funds, to the applicable Domestic Funding Account; <U>provided</U>
that (x) US Revolving Loans made to finance the reimbursement of (i) a US LC
Disbursement as provided in Section 2.05(e) shall be remitted by the US
Administrative Agent to the applicable Issuing Bank and (ii) a Protective US
Advance shall be retained by the US Administrative Agent and (y) not later than
2:00 p.m. New York time on each Business Day the US Administrative Agent shall,
subject to the conditions of this Agreement (but without the requirement of a
Borrowing Request), make available to the US Borrowers, by a credit to the
applicable Domestic Funding Accounts, the proceeds of an ABR Borrowing to the
extent necessary to pay items to be drawn on the Controlled Disbursement
Accounts that day.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Each UK Lender
shall make each Loan to be made by it hereunder on the proposed date thereof by
wire transfer of immediately available funds by 11:00 a.m., London time, to the
account of the UK Administrative Agent most recently designated by it for such
purpose by notice to the UK Lenders in an amount equal to such Lender's
Applicable UK Percentage, and in the Optional Currency then specified by the UK
Administrative Agent. The UK Administrative Agent will make such Loans available
to the UK Borrower by promptly crediting the amounts so received, in like funds,
to the applicable UK Funding Account; provided that UK Revolving Loans made to
finance the reimbursement of (i) a UK LC Disbursement as provided in Section
2.05(e) shall be remitted by the UK Administrative Agent to the applicable
Issuing Bank and (ii) a Protective Advance shall be retained by the UK
Administrative Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Notwithstanding
anything to the contrary contained in Section 2.06(a) hereof, commencing with
the first Business Day following the Effective Date, each borrowing of US
Revolving Loans shall be advanced by the US Administrative Agent and each
payment by any US Borrower on account of US Revolving Loans shall be applied
first to those US Revolving Loans made by the US Administrative Agent. On or
before 1:00 p.m., New York time, on each Settlement Date commencing with the
first Settlement Date following the Effective Date, the US Administrative Agent
and the US Lenders shall make certain payments as follows: (I) if the aggregate
amount of new US Revolving Loans made by the US Administrative Agent during the
preceding Week (if any) exceeds the aggregate amount of repayments applied to
outstanding US Revolving Loans during such preceding Week, then each US Lender
shall, upon notice of such amount from US Administrative Agent with the US
Administrative Agent using its good-faith efforts to give such notice on or
before 11:00 A.M. New York time on such Settlement Date (it being understood
that the failure of US Administrative Agent to give such notice within the
applicable time constraints shall not relieve any US Lender from providing such
payments as required herein), provide the US Administrative Agent with funds in
an amount equal to its Applicable US Percentage of the difference between (w)
such US Revolving Loans and (x) such repayments and (II) if the aggregate amount
of repayments applied to outstanding US Revolving Loans during such Week exceeds
the aggregate amount of new US Revolving Loans made during such Week, then the
US Administrative Agent shall provide each US Lender with its Applicable US
Commitment Percentage of the difference between (y) such repayments and (z) such
US Revolving Loans.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Each US Lender
shall be entitled to earn interest on outstanding US Revolving Loans which it
has funded at the rates herein provided, from the time it has funded through the
date it has been repaid to such US Lender.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Notwithstanding
anything to the contrary contained in Sections 2.06 (b) hereof, commencing with
the first Business Day following the Effective Date, each borrowing of UK
Revolving Loans shall be advanced by the UK Administrative Agent and each
payment by the UK Borrower on account of UK Revolving Loans shall be applied
first to those UK Revolving Loans made by the UK Administrative Agent. On or
before 11:00 a.m., London time, on each Settlement Date commencing with the
first Settlement Date following the Effective Date, the UK Administrative Agent
and the UK Lenders shall make certain payments as follows: (I) if the aggregate
amount of new UK Revolving Loans made by the UK Administrative Agent during the
preceding Week (if any) exceeds the aggregate amount of repayments applied to
outstanding UK Revolving Loans during such preceding Week, then each UK Lender
shall, upon notice of such amount from UK Administrative Agent (with the UK
Administrative Agent providing such notice prior to 5:00 P.M. London time on the
day immediately prior to such Settlement Date), provide the UK Administrative
Agent with funds in an amount equal to its Applicable UK Percentage of the
difference between (w) such UK Revolving Loans and (x) such repayments and (II)
if the aggregate amount of repayments applied to outstanding UK Revolving Loans
during such Week exceeds the aggregate amount of new UK Revolving Loans made
during such Week, then the UK Administrative Agent shall provide each UK Lender
with its Applicable UK Commitment Percentage of the difference between (y) such
repayments and (z) such UK Revolving Loans.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Each UK Lender
shall be entitled to earn interest on outstanding UK Revolving Loans which it
has funded at the rates herein provided, from the time it has funded through the
date it has been repaid to such UK Lender.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Unless the US
Administrative Agent shall have received notice from a US Lender prior to the
proposed date of any US Borrowing that such Lender will not make available to
the US Administrative Agent such Lender's share of such Borrowing, the US
Administrative Agent may assume that such Lender has made such share available
on such date in accordance with paragraph (a) of this Section and may, in
reliance upon such assumption, make available to the applicable US Borrower a
corresponding amount. If such amount is made available to the US Administrative
Agent on a date after a Settlement Date, then the applicable US Lender and US
Borrower severally agree to pay to the US Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to such US Borrower to but
excluding the date of payment to the US Administrative Agent, at (i) in the case
of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the US Administrative Agent in accordance with banking industry
rules on interbank compensation or (ii) in the case of a US Borrower, the
interest rate applicable to ABR Loans. If such Lender pays such amount to the US
Administrative Agent, then such amount shall constitute such Lender's Loan
included in such Borrowing.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) Unless the UK
Administrative Agent shall have received notice from a UK Lender prior to the
proposed date of any UK Borrowing that such Lender will not make available to
the UK Administrative Agent such Lender's share of such Borrowing, the UK
Administrative Agent may assume that such UK Lender has made such share
available on such date in accordance with paragraph (b) of this Section and may,
in reliance upon such assumption, make available to the UK Borrower a
corresponding amount. If such amount is made available to the UK Administrative
Agent on a date after a Settlement Date, then the applicable UK Lender and UK
Borrower severally agree to pay to the UK Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the UK Borrower to but
excluding the date of payment to the UK Administrative Agent, at (i) in the case
of such UK Lender, the rate determined by the UK Administrative Agent in good
faith in accordance with banking industry practice on interbank compensation or
(ii) in the case of the UK Borrower, the interest rate applicable to
Eurocurrency Loans bearing interest at the Alternate Eurocurrency Base Rate. If
such UK Lender pays such amount to the UK Administrative Agent, then such amount
shall constitute such Lender's Loan included in such Borrowing.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.07. <U>Interest Elections</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Each Borrowing
initially shall be of the Type specified in the applicable Borrowing Request
and, in the case of a Eurocurrency Borrowing bearing interest at the Adjusted
LIBO Rate, shall have an initial Interest Period as specified in such Borrowing
Request. Thereafter, the applicable Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a
Eurocurrency Borrowing bearing interest at the Adjusted LIBO Rate, may elect
Interest Periods therefor, all as provided in this Section. Such Borrower may
elect different options with respect to different portions of the affected
Borrowing, in which case each such portion shall be allocated ratably among the
Lenders holding the Loans comprising such Borrowing, and the Loans comprising
each such portion shall be considered a separate Borrowing.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) To make an
election pursuant to this Section, the applicable Borrowing Agent shall notify
the US Administrative Agent or the UK Administrative Agent, as applicable, of
such election by telephone by the time that a Borrowing Request would be
required under Section 2.03 if such Borrower were requesting a Borrowing of the
Type resulting from such election to be made on the effective date of such
election. Each such telephonic Interest Election Request shall be irrevocable
and shall be confirmed promptly by hand delivery or facsimile to the US
Administrative Agent (or UK Administrative Agent, as applicable) of a written
Interest Election Request in a form approved by the US Administrative Agent (or
UK Administrative Agent, as applicable) and signed by such Borrowing
Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Each telephonic
and written Interest Election Request shall specify the following information in
compliance with Section 2.02:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) the Borrowing to which such Interest Election Request applies
and, if different options are being elected with respect to different portions
thereof, the portions thereof to be allocated to each resulting Borrowing (in
which case the information to be specified pursuant to clauses (iii) and (iv)
below shall be specified for each resulting Borrowing);<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) the effective
date of the election made pursuant to such Interest Election Request, which
shall be a Business Day;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) whether the
resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) if the
resulting Borrowing is a Eurocurrency Borrowing bearing interest at the Adjusted
LIBO Rate, the Interest Period to be applicable thereto after giving effect to
such election, which shall be a period contemplated by the definition of the
term "Interest Period".</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>If any such Interest Election Request requests a Eurocurrency
Borrowing but does not specify an Interest Period, then (x) in the case of a US
Borrower, such US Borrower shall be deemed to have selected an Interest Period
of one month's duration and (y) in the case of the UK Borrower, the UK Borrower
shall be deemed to have requested a Eurocurrency Borrowing bearing interest at
the Alternate Eurocurrency Base Rate. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Promptly
following receipt of an Interest Election Request, the US Administrative Agent
(or UK Administrative Agent, as applicable) shall advise each applicable US
Lender or UK Lender of the details thereof and of such Lender's portion of each
resulting Borrowing.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) If the
applicable Borrowing Agent fails to deliver a timely Interest Election Request
with respect to a Eurocurrency Borrowing bearing interest at the Adjusted LIBO
Rate prior to the end of the Interest Period applicable thereto, then, unless
such Borrowing is repaid as provided herein, at the end of the Interest Period
applicable thereto (x) each Eurocurrency Borrowing which is a US Borrowing shall
be converted to an ABR Borrowing and (y) each Eurocurrency Borrowing which is a
UK Borrowing shall be converted to or continued as a Eurocurrency Borrowing with
an Interest Period of one month or a Eurocurrency Borrowing bearing interest at
the Alternate Eurocurrency Base Rate, as determined by the UK Administrative
Agent in its discretion. Notwithstanding any contrary provision hereof, if an
Event of Default has occurred and is continuing and either (i) the US
Administrative Agent, at the request of the Required US Lenders, so notifies the
US Borrowing Agent or (ii) the UK Administrative Agent, at the request of the
Required UK Lenders, so notifies the UK Borrowing Agent, then, so long as an
Event of Default is continuing (i) no outstanding Borrowing may be converted to
or continued as a Eurocurrency Borrowing and (ii) unless repaid, (x) each
Eurocurrency US Borrowing shall be converted to an ABR Borrowing at the end of
the Interest Period applicable thereto and (y) each UK Borrowing shall be
limited to Interest Periods of one month or be Eurocurrency Borrowings bearing
interest at the Alternate Eurocurrency Base Rate, as determined by the UK
Administrative Agent in its discretion.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.08. <U>Termination, Increase, or Reduction of Commitments</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Unless
previously terminated, all Commitments shall terminate on the Maturity
Date.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) SYX may at any
time terminate the Commitments upon (i) the payment in full of all outstanding
Loans, together with accrued and unpaid interest thereon and on any Letters of
Credit, (ii) the cancellation and return of all outstanding Letters of Credit
(or alternatively, with respect to each such Letter of Credit, the furnishing to
the US Administrative Agent (and/or the UK Administrative Agent, as then
determined by the US Administrative Agent) of a cash deposit (or at the
discretion of the US Administrative Agent a back up standby letter of credit
satisfactory to the US Administrative Agent and the UK Administrative Agent)
equal to 105% of the LC Exposure as of such date), (iii) the payment in full of
the accrued and unpaid fees, including applicable Prepayment Fee (if any), and
(iv) the payment in full of all reimbursable expenses and other Obligations
together with accrued and unpaid interest thereon. It being understood and
agreed that SYX may only terminate the US Revolving Commitments so long as at
the same time SYX is terminating the UK Revolving Commitments.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) SYX or the UK
Borrower may at any time terminate the UK Revolving Commitments upon (i) the
payment in full of all outstanding UK Revolving Loans, together with accrued and
unpaid interest thereon and on any Letters of Credit issued on behalf of the UK
Borrower, (ii) the cancellation and return of all outstanding Letters of Credit
issued on behalf of the UK Borrower (or alternatively, with respect to each such
Letter of Credit, the furnishing to the UK Administrative Agent of a cash
deposit (or at the discretion of the UK Administrative Agent a back up standby
letter of credit satisfactory to the UK Administrative Agent) equal to 105% of
the UK LC Exposure as of such date), (iii) the payment in full of the accrued
and unpaid fees, including applicable Prepayment Fee (if any), and (iv) the
payment in full of all reimbursable expenses and other Obligations (other than
US Obligations) together with accrued and unpaid interest thereon.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) (1) The
Borrowers may at any time, by written notice to the Administrative Agents,
request that the Administrative Agents increase the Total Revolving Commitment
(apportioned on a pro rata basis between US Revolving Commitment and UK
revolving Commitment)(a "<U>Revolver Increase</U>") by (i) adding one or more new
lenders to the revolving credit facility under this Agreement (each a "<U>New
Lender</U>") who wish to participate in such Revolver Increase and/or (ii)
increasing the Commitments of one or more Lenders party to this Agreement who
wish to participate in such Revolver Increase; <U>provided</U>, <U>however</U>, that (x) the
Borrowers may only add a New Lender if, and only to the extent, there is
insufficient participation on behalf of the existing Lenders, (w) no Default
shall have occurred and be continuing as of the date of such request or as of
the effective date of such Revolver Increase (the "<U>Increase Date</U>") or shall
occur as a result thereof, (x) any New Lender that becomes party to this
Agreement pursuant to this Section 2.08(d) shall satisfy the requirements of
Section 9.04(b) hereof and shall be acceptable to the Administrative Agents and
consented to by the Borrowers and (y) the other conditions set forth in this
Section 2.08(d) are satisfied. The Administrative Agents shall use commercially
reasonable efforts to arrange for the syndication of any Revolver Increase. The
Administrative Agents shall promptly inform the Lenders of any such request made
by the Borrowers. The aggregate amount of Revolver Increases shall not exceed
$30,000,000 and no single such Revolver Increase shall be for an amount less
than $5,000,000.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) On each Increase
Date, (i) each New Lender that has chosen to participate in such Revolver
Increase shall, subject to the conditions set forth in Section 2.08(d)(1)
hereof, become a Lender party to this Agreement as of such Increase Date and
shall have a Commitment in an amount equal to its share of the Revolver Increase
and (ii) each Lender that has chosen to increase its Commitment pursuant to this
Section 2.08(d) will have its Commitment increased by the amount of its share of
the Revolver Increase as of such Increase Date; <U>provided,</U> <U>however,</U>
that the Administrative Agent shall have (y) received from the Borrowers all
out-of-pocket costs and expenses incurred by the Administrative Agents or any
Lender in connection with such Revolver Increase, including pursuant to Section
2.15 hereof, and (z) received on or before such Increase Date the following,
each dated such date: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
certified copies of resolutions of the governing body of each Borrower approving
the Revolver Increase and the corresponding modifications, if any, to the Loan
Documents required under subclause (vi) below, together with a certificate of
each Borrower certifying that there have been no changes to the constitutive
documents of such Borrower since the Effective Date, or if there have been
changes, copies certified by such Borrower of all such changes;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) an assumption
agreement from each New Lender participating in the Revolver Increase, if any,
in form and substance satisfactory to the Administrative Agent (each, an
"Assumption Agreement"), duly executed by such New Lender, the Administrative
Agents and the Borrowers;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) confirmation
from each Lender participating in the Revolver Increase of the increase in the
amount of its Commitment, in form and substance satisfactory to the
Administrative Agents;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) a certificate
of SYX certifying that no Default or Event of Default shall have occurred and be
continuing or shall occur as a result of such Revolver Increase;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) a certificate of
SYX certifying that the representations and warranties made by each Borrower
herein and in the other Loan Documents are true and complete in all material
respects with the same force and effect as if made on and as of such date (or,
to the extent any such representation or warranty specifically relates to an
earlier date, such representation or warranty is true and complete in all
material respects as of such earlier date);<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) supplements or
modifications to the Loan Documents and such additional Loan Documents,
including any new Notes to New Lenders and replacement Notes to Lenders that
agree to participate in such Revolver Increase, that the Administrative Agents
reasonably deem necessary in order to document such Revolver Increase and
otherwise assure and give effect to the rights of the Administrative Agents and
the Lenders in the Loan Documents; and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vii) such other
documents, instruments and information as the Administrative Agents or their
counsel shall reasonably deem necessary in connection with the Revolver
Increase.</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) On each Increase
Date, upon fulfillment of the conditions set forth in this Section 2.08(d), the
Administrative Agents shall (i) effect a settlement of all outstanding Loans
among the Lenders that will reflect the adjustments to the Commitments of the
Lenders as a result of the Revolver Increase and (ii) notify the Lenders, any
New Lenders participating in the Revolver Increase and the Borrowers, on or
before noon (New York City time), by telecopier or telex, of the occurrence of
the Revolver Increase to be effected on such Increase Date. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) The US Borrowing
Agent may from time to time reduce the US Revolving Commitments; <U>provided</U> that
(i) each reduction of the US Revolving Commitments shall be in an amount that is
an integral multiple of $5,000,000 and not less than $10,000,000, (ii) at the
time of the reduction of the US Revolving Commitments the UK Borrower shall
request a pro rata reduction of the UK Revolving Commitments (unless the UK
revolving Commitments had been previously terminated or the UK Revolving
Commitments then outstanding exceed the amount of the reduction of the US
Revolving Commitments in which case the UK Borrower shall request that the UK
Revolving Commitments be terminated) and (iii) the US Borrowing Agent shall not
reduce the US Revolving Commitments if, after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 2.10, the sum of
the Revolving Exposures would exceed the lesser of the total Revolving
Commitments and the Borrowing Base Availability.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The UK Borrowing
Agent may from time to time reduce the Revolving Commitments; <U>provided</U> that (i)
each reduction of the UK Revolving Commitments shall be in an amount that is an
integral multiple of $5,000,000 and not less than $10,000,000 and (ii) the UK
Borrowing Agent shall not reduce the UK Revolving Commitments if, after giving
effect to any concurrent prepayment of the Revolving Loans in accordance with
Section 2.10, the sum of the Revolving Exposures would exceed the lesser of the
total Revolving Commitments and the Borrowing Base Availability.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) The applicable
Borrowing Agent shall notify the Administrative Agents of any election to
terminate or reduce the Commitments under paragraph (b), (c), (e) or (f) of this
Section or increase under paragraph (d) at least three Business Days prior to
the effective date of such termination, reduction or increase, specifying such
election and the effective date thereof. Promptly following receipt of any
notice, the Administrative Agents shall advise the Lenders of the contents
thereof. Each notice delivered by a Borrowing Agent pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Commitments
delivered by a Borrowing Agent may state that such notice is conditioned upon
the effectiveness of other credit facilities, in which case such notice may be
revoked by such Borrowing (by notice to the Administrative Agents on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments shall be permanent. Each reduction
of the Commitments shall be made ratably among the Lenders in accordance with
their respective Commitments.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.09. <U>Repayment and Amortization of Loans; Evidence of Debt</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Each US Borrower
hereby unconditionally promises to pay (i) to the US Administrative Agent for
the account of each US Lender the then unpaid principal amount of each US
Revolving Loan on the Maturity Date, and (ii) to the US Administrative Agent the
then unpaid amount of each Protective US Advance on the earlier of the Maturity
Date and demand by the US Administrative Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The UK Borrower
hereby unconditionally promises to pay (i) to the UK Administrative Agent for
the account of each UK Lender the then unpaid principal amount of each UK
Revolving Loan on the Maturity Date, and (ii) to the UK Administrative Agent the
then unpaid amount of each Protective UK Advance on the earlier of the Maturity
Date and demand by the UK Administrative Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) From and after
either (x) the occurrence and continuance of an Event of Default or (y) at the
discretion of the US Administrative Agent, the occurrence of any other Full Cash
Dominion Event, on each US Business Day, at or before 11:00 a.m., New York time,
the US Administrative Agent shall apply all immediately available funds credited
to the Collection Account, as defined in the Security Agreement, <U>first</U> to prepay
any Protective US Advances that may be outstanding, <U>second</U> to prepay the US
Revolving Loans and <U>third</U> to cash collateralize outstanding US LC Exposure. On
each UK Business Day, at or before 11:00 a.m., London time, the UK
Administrative Agent shall, subject to Section 5.17, apply all immediately
available funds credited to the Collection Account, number 77503602, maintained
with the UK Administrative Agent in Sterling (or such other Collection Account
as may be opened for such purchase by the UK Administrative Agent), <U>first</U> to
prepay any Protective UK Advances that may be outstanding and <U>second</U> to prepay
the UK Revolving Loans and <U>third</U> to cash collateralize outstanding UK LC
Exposure. Notwithstanding the foregoing, at any time when an Event of Default is
not continuing, the applicable Administrative Agent may, in its sole discretion,
either (i) waive the requirement for cash collateralization or (ii) release to
the applicable Borrower, within three Business Days after such Borrower shall
request a release of such funds from the cash collateral account, funds
previously credited to cash collateralize outstanding US LC Exposure or UK LC
Exposure.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Each Lender
shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each
Loan made by such Lender, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Each of the US
Administrative Agent and the UK Administrative Agent shall maintain accounts in
which it shall record (i) the amount of each US Revolving Loan made hereunder
(in the case of the US Administrative Agent) and UK Revolving Loan (in the case
of the UK Administrative Agent), the Class and Type thereof and the Interest
Period applicable thereto, (ii) the amount of any principal or interest due and
payable or to become due and payable from each Borrower to each relevant Lender
hereunder and (iii) the amount of any sum received by the US Administrative
Agent hereunder for the account of the respective Lenders and each respective
Lender's share thereof.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) The entries made
in the accounts maintained pursuant to paragraph (d) or (e) of this Section
shall be prima facie evidence of the existence and amounts of the obligations
recorded therein; provided that the failure of any Lender or either
Administrative Agent to maintain such accounts or any error therein shall not in
any manner affect the obligation of any Borrower to repay its Loans in
accordance with the terms of this Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Any Lender may
request that Loans made by it to any Borrower or Borrowers be evidenced by a
promissory note ("Notes"). In such event, each of the applicable Borrowers shall
prepare, execute and deliver to such Lender a promissory note payable to the
order of such Lender (or, if requested by such Lender, to such Lender and its
registered assigns) and in a form approved by the US Administrative Agent or UK
Administrative Agent, as applicable. Thereafter, the Loans evidenced by such
promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 9.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered
assigns).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.10. <U>Prepayment of Loans</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Borrowers
shall have the right at any time and from time to time to prepay any Borrowing
in whole or in part, subject to prior notice in accordance with paragraph (e) of
this Section.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) In the event and
on such occasion that the total US Revolving Exposure exceeds the lesser of (A)
the aggregate US Revolving Commitments or (B) the US Borrowing Base, the US
Borrowers shall prepay the US Revolving Loans and/or US LC Exposure in an
aggregate amount equal to such excess. In the event and on such occasion that
the total UK Revolving Exposure exceeds the lesser of (A) the aggregate UK
Revolving Commitments or (B) the UK Borrowing Base, the UK Borrower shall prepay
the UK Revolving Loans and/or UK LC Exposure in an aggregate amount equal to
such excess.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) In the event and
on each occasion that any Net Proceeds are received by or on behalf of SYX or
any other Loan Party in respect of any Prepayment Event, the Borrowers shall,
immediately after such Net Proceeds are received by SYX or any other Loan Party,
prepay the Obligations as set forth in Section 2.10(e) below in an aggregate
amount equal to 100% of such Net Proceeds, provided that, in the case of any
event described in clause (a) or (b) of the definition of the term "Prepayment
Event", if SYX shall deliver to the Administrative Agents a certificate of a
Financial Officer to the effect that the applicable Loan Parties intend to apply
the Net Proceeds from such event (or a portion thereof specified in such
certificate), within 45 days after receipt of such Net Proceeds, to acquire (or
replace or rebuild) Real Property, Equipment or other tangible assets (excluding
Inventory) to be used in the business of the Loan Parties, and certifying that
no Default has occurred and is continuing, then either (i) so long as a Full
Cash Dominion Event has not occurred, no prepayment shall be required pursuant
to this paragraph in respect of the Net Proceeds specified in such certificate
or (ii) if a Full Cash Dominion Event has occurred, if the Net Proceeds
specified in such certificate are to be applied by (A) the applicable US
Borrower, then such Net Proceeds shall be applied by the US Administrative Agent
to reduce the outstanding principal balance of the US Revolving Loans (without a
permanent reduction of the US Revolving Commitment) and upon such application,
the US Administrative Agent shall establish a Reserve against the US Borrowing
Base in an amount equal to the amount of such proceeds so applied, (B) the UK
Borrower, then such Net Proceeds shall be applied by the UK Administrative Agent
to reduce the outstanding principal balance of the UK Revolving Loans (without a
permanent reduction of the UK Revolving Commitment) and upon such application,
the UK Administrative Agent shall establish a Reserve against the UK Borrowing
Base in an amount equal to the amount of such proceeds so applied and (C) any
Loan Party that is not a Borrower, then such Net Proceeds shall be deposited in
a cash collateral account and in either case, thereafter, such funds shall be
made available to the applicable Loan Party as follows:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1) the applicable
Borrower shall request a Revolving Loan (specifying that the request is to use
Net Proceeds pursuant to this Section) or the applicable Loan Party shall
request a release from the cash collateral account be made in the amount
needed;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) so long as the
conditions set forth in Section 4.02 have been met, the applicable Lenders shall
make such Revolving Loan or the applicable Administrative Agent shall release
funds from the cash collateral account; and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) in the case of
Net Proceeds applied against a Revolving Loan, the Reserve established with
respect to such proceeds shall be reduced by the amount of such Revolving
Loan;</FONT></P>

<P><FONT SIZE=3><U>provided</U> that to the extent of any such Net Proceeds
therefrom that have not been so applied by the end of such 45-day period, at
which time a prepayment shall be required in an amount equal to such Net
Proceeds that have not been so applied;
<U>provided</U>, further that the Borrowers shall not be permitted to make
elections to use Net Proceeds to acquire (or replace or rebuild) Real Property,
Equipment or other tangible assets (excluding inventory) with respect to Net
Proceeds in any fiscal year in an aggregate amount in excess of $500,000. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) All such amounts
pursuant to Section 2.10(c) shall be applied, <U>first</U> to prepay any Protective
Advances that may be outstanding with respect to the applicable Borrower, <U>second</U>
to prepay the Revolving Loans due and owing from such applicable Borrower
without a corresponding reduction in the Revolving Commitment and <U>third</U> to cash
collateralize outstanding LC Exposure with respect to such Borrower. If the
precise amount of insurance or condemnation proceeds allocable to Inventory as
compared to Equipment, Fixtures and Real Property is not otherwise determined,
the allocation and application of those proceeds shall be determined by the US
Administrative Agent, in its Permitted Discretion. Notwithstanding the
foregoing, at any time when an Event of Default is not continuing, the
applicable Administrative Agent may, in its sole discretion, either (i) waive
the requirement for cash collateralization or (ii) release to the applicable
Borrower, within three Business Days after such Borrower shall request a release
of such funds from the cash collateral account, funds previously credited
thereto.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) SYX shall notify
the applicable Administrative Agent by telephone (confirmed by facsimile) of any
prepayment hereunder (i) in the case of prepayment of a Eurocurrency Borrowing,
not later than 10:00 a.m., New York time, three Business Days before the date of
prepayment, (ii) in the case of prepayment of an ABR Borrowing, not later than
10:00 a.m., New York time, one Business Day before the date of prepayment. Each
such notice shall be irrevocable and shall specify the prepayment date and the
principal amount of each Borrowing or portion thereof to be prepaid; provided
that, if a notice of prepayment is given in connection with a conditional notice
of termination of the Commitments as contemplated by Section 2.08, then such
notice of prepayment may be revoked if such notice of termination is revoked in
accordance with Section 2.08. Promptly following receipt of any such notice
relating to a Borrowing, the applicable Administrative Agent shall advise the
Lenders of the contents thereof. Each partial prepayment of any Borrowing shall
be in an amount that would be permitted in the case of an advance of a Borrowing
of the same Class and Type as provided in Section 2.02. Each prepayment of a
Borrowing shall be applied ratably to the Revolving Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.12.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.11. <U>Fees</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Each US Borrower
agrees to pay to the US Administrative Agent for the account of each US Lender,
and the UK Borrower agrees to pay to the UK Administrative Agent for the account
of each UK Lender, a commitment fee, which shall accrue at the rate of three
eighths of one percent (0.375%) on the average daily amount of the Available
Revolving US Commitment and Available Revolving UK Commitment, respectively, of
such Lender during the period from and including the Effective Date to but
excluding the date on which such Commitments terminate. Accrued commitment fees
shall be payable in arrears on the last day of each March, June, September and
December and on the date on which the Commitments terminate, commencing on the
first such date to occur after the date hereof. All commitment fees shall be
computed on the basis of a year of 360 days and shall be payable for the actual
number of days elapsed (including the first day but excluding the last
day).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Each of the
Borrowers agrees to pay (i) to the US Administrative Agent for the account of
each US Lender, and to the UK Administrative Agent for the account of each UK
Lender, a participation fee with respect to its participations in Letters of
Credit issued for the account of each US Borrower or the UK Borrower,
respectively, which shall accrue at a rate equal to the Applicable Rate for
Eurocurrency Loans on the average daily amount of such Lender's US LC Exposure
and/or UK LC Exposure, as applicable, during the period from and including the
Effective Date to but excluding the later of the Maturity Date with respect to
such Lender and the date on which such Lender ceases to have any LC Exposure,
and (ii) to the respective Issuing Bank a fronting fee, which shall accrue at
the rate of one quarter of one-percent (0.25%) per annum on the average daily
amount of the US LC Exposure and/or UK LC Exposure, as applicable, ring the
period from and including the Effective Date to but excluding the later of the
Maturity Date and the date on which there ceases to be any LC Exposure, as well
as the Issuing Bank's standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings
thereunder. Participation fees and fronting fees accrued through and including
the last day of each calendar month shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the
Effective Date; provided that all such fees shall be payable on the date on
which the Commitments terminate and any such fees accruing after the date on
which the Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand. All participation fees and fronting fees shall be computed
on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Each US Borrower
agrees to pay to the US Administrative Agent, for its own account, fees payable
in the amounts and at the times separately agreed upon between the Borrower and
the US Administrative Agent. The UK Borrower agrees to pay to the UK
Administrative Agent, for its own account, fees payable in the amounts and at
the times separately agreed upon between the Borrower and the UK Administrative
Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) All fees payable
hereunder shall be paid on the dates due, in immediately available funds, to the
US Administrative Agent or the UK Administrative Agent, as applicable, or to the
Issuing Bank, in the case of fees payable to it, for distribution, in the case
of commitment fees and participation fees, to the Lenders. Fees paid shall not
be refundable under any circumstances.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.12. <U>Interest</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Loans
comprising each ABR Borrowing shall bear interest at the Alternate US Base Rate
or the Alternative Eurocurrency Base Rate, as the case may be, plus the
Applicable Rate.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Loans
comprising each Eurocurrency Borrowing shall bear interest at the applicable
Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the
Applicable Rate.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Each Protective
US Advance shall bear interest at the Alternate US Base Rate plus the Applicable
Rate plus 2%. Each Protective UK Advance shall bear interest at the Adjusted
LIBO Rate for an Interest Period of one month plus the Applicable Rate plus
2%.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Notwithstanding
the foregoing, during the occurrence and during the continuance of an Event of
Default, all Loans shall bear interest at 2% plus the rate otherwise applicable
to such Loan as provided in the preceding paragraphs of this Section.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Accrued interest
on each Loan shall be payable in arrears on each Interest Payment Date for such
Loan and upon termination of the Commitments; provided that (i) interest accrued
pursuant to paragraph (d) of this Section shall be payable on demand, (ii) in
the event of any repayment or prepayment of any Loan of any Lender (other than a
prepayment of an ABR Revolving Loan prior to the end of the Availability Period
with respect to such Lender), accrued interest on the principal amount repaid or
prepaid shall be payable on the date of such repayment or prepayment and (iii)
in the event of any conversion of any Eurocurrency Loan prior to the end of the
current Interest Period therefor, accrued interest on such Loan shall be payable
on the effective date of such conversion.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) All interest
hereunder shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but
excluding the last day). The applicable Alternate US Base Rate, Alternate
Eurocurrency Base Rate or Adjusted LIBO Rate shall be determined by an
Administrative Agent, and such determination shall be conclusive absent manifest
error.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.13. <U>Alternate
Rate of Interest</U>. If prior to the commencement of any Interest Period for a
Eurocurrency Borrowing: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) the US
Administrative Agent and/or the UK Administrative Agent, as applicable,
determines (which determination shall be conclusive absent manifest error) that
adequate and reasonable means do not exist for ascertaining the Adjusted LIBO
Rate or the LIBO Rate, as applicable, for such Interest Period; or</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) the US
Administrative Agent and/or the UK Administrative Agent, as applicable, is
advised by the Required US Lenders and/or Required UK Lenders, respectively,
that the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period will not adequately and fairly reflect the cost to such Lenders (or
Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period;</FONT></P>

<P><FONT SIZE=3>then the US Administrative Agent and/or the UK Administrative
Agent, as applicable, shall give notice thereof to the US Borrowing Agent and
the UK Borrowing Agent, respectively, and the affected Lenders by telephone or
facsimile as promptly as practicable thereafter and, until the US Administrative
Agent and/or the UK Administrative Agent, as applicable, notifies such Borrowing
Agent and Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any
Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing
shall be ineffective, and (ii) if any Borrowing Request requests a Eurocurrency
Borrowing, such Borrowing shall be made as an ABR Borrowing. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.14. <U>Increased Costs</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) If any Change in
Law shall:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
impose, modify or deem applicable any reserve, special deposit or similar
requirement against assets of, deposits with or for the account of, or credit
extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBO Rate) or the Alternate Eurocurrency Base Rate) or the UK Mandatory
Costs; or<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) impose on any
Lender or any Issuing Bank or the London interbank market any other condition
affecting this Agreement, any Loans made by such Lender or any Letter of Credit
or participation therein;</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>and the result of any of the foregoing shall be to increase the
cost to such Lender of making or maintaining any Loan (or of maintaining its
obligation to make any such Loan) or to increase the cost to such Lender or the
Issuing Bank of participating in, issuing or maintaining any Letter of Credit or
to reduce the amount of any sum received or receivable by such Lender or the
Issuing Bank hereunder (whether of principal, interest or otherwise), then the
US Borrowers (if such Lender or Issuing Bank is a US Lender or Issuing Bank in
the United States) or the UK Borrower (if such Lender or Issuing Bank is a UK
Lender or Issuing Bank in the United Kingdom) will pay to such Lender or such
Issuing Bank, as the case may be, such additional amount or amounts as will
compensate such Lender or such Issuing Bank, as the case may be, for such
additional costs incurred or reduction suffered. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If any Lender or
the Issuing Bank determines that any Change in Law regarding capital
requirements has or would have the effect of reducing the rate of return on such
Lender's or the Issuing Bank's capital or on the capital of such Lender's or the
Issuing Bank's holding company, if any, as a consequence of this Agreement or
the Loans made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by the Issuing Bank, to a level below that which
such Lender or such Issuing Bank or such Lender's or such Issuing Bank's holding
company could have achieved but for such Change in Law (taking into
consideration such Lender's or the Issuing Bank's policies and the policies of
such Lender's or the Issuing Bank's holding company with respect to capital
adequacy), then from time to time the US Borrowers (if such Lender or Issuing
Bank is a US Lender or an Issuing Bank in the United States or the UK Borrower
(if such Lender or Issuing Bank is a UK Lender or an Issuing Bank in the United
Kingdom) will pay to such Lender or the Issuing Bank, as the case may be, such
additional amount or amounts as will compensate such Lender or such Issuing Bank
or such Lender's or such Issuing Bank's holding company for any such reduction
suffered.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) A certificate of
a Lender or any Issuing Bank setting forth the amount or amounts necessary to
compensate such Lender or Issuing Bank or its holding company, as the case may
be, as specified in paragraph (a) or (b) of this Section shall be delivered to
the affected Borrowing Agent and shall be conclusive absent manifest error. The
US Borrowers or the UK Borrower, as applicable, shall pay such Lender or the
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Failure or delay
on the part of any Lender or the Issuing Bank to demand compensation pursuant to
this Section shall not constitute a waiver of such Lender's or the Issuing
Bank's right to demand such compensation; provided that neither the US Borrowers
nor the UK Borrower shall be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased costs or reductions incurred more
than 270 days prior to the date that such Lender or the Issuing Bank, as the
case may be, notifies the Borrower of the Change in Law giving rise to such
increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 270-day period referred to above shall be extended to include the period of
retroactive effect thereof.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.15. <U>Break
Funding Payments</U>. In the event of (a) the payment of any principal of any
Eurocurrency Loan other than on the last day of an Interest Period applicable
thereto (including as a result of an Event of Default), (b) the conversion of
any Eurocurrency Loan other than on the last day of the Interest Period
applicable thereto, (c) the failure to borrow, convert, continue or prepay any
Eurocurrency Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.08(g) or
2.10(e) and is revoked in accordance therewith), or (d)&#160;the assignment of
any Eurocurrency Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by a Borrower pursuant to
Section&#160;2.18, then, in any such event, such Borrower shall compensate each
Lender for the loss, cost and expense attributable to such event. In the case of
a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the Eurodollar
market. A certificate of any Lender setting forth any amount or amounts that
such Lender is entitled to receive pursuant to this Section shall be delivered
to the relevant Borrower and shall be conclusive absent manifest error. The
relevant Borrower shall pay such Lender the amount shown as due on any such
certificate within 10 days after receipt thereof. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.16. <U>Taxes</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Any and all
payments by or on account of any obligation of any Borrower hereunder or under
any other Loan Document shall be made free and clear of and without deduction
for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
required to deduct any Indemnified Taxes or Other Taxes from such payments, then
(i) the sum payable shall be increased as necessary so that after making all
required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agents, the Lenders or Issuing Bank (as
the case may be) receives an amount equal to the sum it would have received had
no such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law. If any Indemnified
Taxes are required to be deducted in respect of any payment made to a Lender as
a result of the application of Section 2.22 (including any payment made by a
Lender to another Lender in respect of that Lender's participating interest
pursuant to Section 2.22(b)), the applicable US Borrower (in the case of
Indemnified Taxes required to be deducted by the United States or any political
subdivision thereof) or the UK Borrower (in the case of Indemnified Taxes
required to be deducted by the United Kingdom or any political subdivision
thereof) shall pay an additional amount so that after making all the required
deductions, including deductions applicable to additional amounts required under
this Section 2.16(a), such Lender shall receive an amount equal to the sum it
would have received had no such deductions been made.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) In addition,
each Borrower shall pay any Other Taxes to the relevant Governmental Authority
in accordance with applicable law.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Each US Borrower
shall indemnify the US Administrative Agent, each US Lender and the Issuing
Bank, and the UK Borrower shall indemnify the UK Administrative Agent, each UK
Lender and the Issuing Bank, within 10 days after written demand therefor, for
the full amount of any Indemnified Taxes or Other Taxes paid by such US
Administrative Agent or UK Administrative Agent, such Lender or the Issuing
Bank, as the case may be, on or with respect to any payment by or on account of
any obligation of each Borrower hereunder (including Indemnified Taxes or Other
Taxes imposed or asserted on or attributable to amounts payable under this
Section) and any penalties, interest and reasonable expenses arising therefrom
or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental
Authority. A certificate as to the amount of such payment or liability delivered
to a Borrower by a Lender or Issuing Bank, or by the US Administrative Agent (or
UK Administrative Agent) on its own behalf or on behalf of a Lender or the
Issuing Bank, shall be conclusive absent manifest error.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) As soon as
practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, such Borrower shall deliver to the US
Administrative Agent and/or the UK Administrative Agent, as applicable, the
original or a certified copy of a receipt issued by such Governmental Authority
evidencing such payment, a copy of the return reporting such payment or other
evidence of such payment reasonably satisfactory to such US Administrative Agent
or UK Administrative Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Any Lender that
is entitled to an exemption from or reduction of withholding tax under the law
of the jurisdiction in which such Borrower is located, or any treaty to which
such jurisdiction is a party, with respect to payments under this Agreement
shall deliver to such Borrower (with a copy to the US Administrative Agent or
the UK Administrative Agent, as applicable), at the time or times prescribed by
applicable law, such properly completed and executed documentation prescribed by
applicable law or reasonably requested by such Borrower as will permit such
payments to be made without withholding or at a reduced rate, provided that such
Lender has received written notice from such Borrower advising it of the
availability of such exemption or reduction and supplying all applicable
documentation.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) If the US
Administrative Agent, the UK Administrative Agent or a Lender determines, in its
sole discretion, that it has received a refund from a Governmental Authority of
any Taxes or Other Taxes as to which it has been indemnified by a Borrower or
with respect to which a Borrower has paid additional amounts pursuant to this
Section 2.16, it shall promptly notify such Borrower of the availability of such
refund claim and shall, within 30 days after receipt of a request by such
Borrower, make a claim to such Governmental Authority for such refund at such
Borrower's expense. If the US Administrative Agent, UK Administrative Agent or
any Lender or Issuing Bank receives a refund (including pursuant to a claim for
a refund made pursuant to the preceding sentence) in respect of Indemnified
Taxes or Other Taxes as to which it has been indemnified by a Borrower in which
such Borrower has paid additional amounts pursuant to this Section 2.16, it
shall within 30 days from the date of such receipt pay over such refund to such
Borrower (but only to the extent of indemnity payments made, or additional
amounts paid, by such Borrower under this Section 2.16 with respect to
Indemnified Taxes or Other Taxes giving rise to such refund), net of all out of
pocket expenses of such US Administrative Agent, UK Administrative Agent, Lender
or Issuing Bank and without interest (other than interest paid by the relevant
Governmental Authority with respect to such refund); provided, however, that
such Borrower, upon the request of the applicable US Administrative Agent, UK
Administrative Agent, Lender or Issuing Bank, agrees to repay the amount paid
over to such Borrower (plus penalties, interest and other charges, including the
reasonable fees and expenses of the US Administrative Agent and UK
Administrative Agent) to such US Administrative Agent, UK Administrative Agent,
Lender or Issuing Bank if such US Administrative Agent, UK Administrative Agent,
Lender or Issuing Bank is required to repay such refund to such Governmental
Authority.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Without
prejudice to the survival of any other agreement contained herein, the
agreements and obligations contained in this Section 2.16 shall survive the
payment in full of the principal of and interest on all Loans and LC
Disbursements made hereunder.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) Nothing
contained in this Section 2.16 shall require the US Administrative Agent, the UK
Administrative Agent, any Lender or any Issuing Bank to make available any of
its tax returns (or any other information that it deems, in its sole discretion,
to be confidential or proprietary).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.17. <U>Payments Generally; Allocation of Proceeds; Sharing of Set-offs</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Each Borrower
shall make each payment required to be made by it hereunder or under any other
Loan Document (whether of principal, interest, fees, reimbursement of LC
Disbursements, or of amounts payable under Section 2.14, 2.15 or 2.16, or
otherwise) prior to the time expressly required hereunder or under such other
Loan Document for such payment (or, if no such time is expressly required, prior
to 12:00 noon, New York City time, in case of payments to be made to the US
Administrative Agent, the Issuing Bank in the United States or any US Lender, or
12:00 noon, London time, in case of payments to be made to the UK Administrative
Agent, the Issuing Bank in the United Kingdom or any UK Lender), on the date
when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the US
Administrative Agent and the UK Administrative Agent, be deemed to have been
received on the next succeeding Business Day for purposes of calculating
interest thereon. All such payments shall be made to the US Administrative Agent
(in the case of payments for the account of the US Administrative Agent, the
Issuing Bank in the United States or any US Lender) at its offices at 270 Park
Avenue, New York, New York, or to the UK Administrative Agent (in the case of
payments for the account of the UK Administrative Agent, the Issuing Bank in the
United Kingdom or any UK Lender) at 125 London Wall, Floor 9, EC2Y 5AJ, London,
United Kingdom, except payments to be made directly to the Issuing Banks as
expressly provided herein and except that payments pursuant to Sections 2.14,
2.15, 2.16 and 9.03 shall be made directly to the Persons entitled thereto and
payments pursuant to other Loan Documents shall be made to the Persons specified
therein. Each of the US Administrative Agent and the UK Administrative Agent
shall distribute any such payments received by it for the account of any other
Person to the appropriate recipient promptly following receipt thereof. If any
payment under any Loan Document shall be due on a day that is not a Business
Day, the date for payment shall be extended to the next succeeding Business Day,
and, in the case of any payment accruing interest, interest thereon shall be
payable for the period of such extension. All payments under each Loan Document
with respect to the Borrowers shall be made in US Dollars; provided that
payments of principal of and interest on UK Revolving Loans, commitment fees in
respect of UK Revolving Commitments, fees in respect of Letters of Credit
denominated in Optional Currency and (to the extent invoiced or otherwise
claimed in Optional Currency) indemnification and expense reimbursement
obligations, shall in each case be payable in the applicable Optional
Currency.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Any proceeds of
Collateral received by the US Administrative Agent attributable to property of
any Loan Party other than the UK Borrower (i) not constituting either (A) a
specific payment of principal, interest, fees or other sum payable under the
Loan Documents (which shall be applied as specified by the US Borrowing Agent)
or (B) a mandatory prepayment (which shall be applied in accordance with Section
2.10) or (ii) after an Event of Default has occurred and is continuing, shall be
applied by the US Administrative Agent ratably first, to pay any fees,
indemnities, or expense reimbursements including amounts then due to the US
Administrative Agent and the Issuing Bank from the US Borrowers (other than in
connection with Banking Services or Swap Obligations), second, to pay any fees
or expense reimbursements then due to the US Lenders from the US Borrowers
(other than in connection with Banking Services or Swap Obligations), third, to
pay interest due in respect of the Protective US Advances, fourth, to pay the
principal of the Protective US Advances, fifth, to pay interest then due and
payable on the US Revolving Loans (other than the Protective US Advances)
ratably, sixth, to prepay principal on the US Revolving Loans (other than the
Protective US Advances) and unreimbursed US LC Disbursements, ratably in
accordance with the then outstanding amounts thereof, seventh, to pay an amount
to the US Administrative Agent equal to one hundred five percent (105%) of the
aggregate undrawn face amount of all outstanding Letters of Credit and the
aggregate amount of any unpaid US LC Disbursements, to be held as cash
collateral for such Obligations, eighth, to payment of any amounts owing with
respect to Banking Services and Swap Obligations provided for the US Borrowers,
ninth, to the payment of any other Secured Obligation due to the US
Administrative Agent or any US Lender by the US Borrowers, tenth, to pay any
fees, indemnities, or expense reimbursements including amounts then due to the
UK Administrative Agent and the Issuing Bank from the UK Borrower (other than in
connection with Banking Services or Swap Obligations), eleventh, to pay any fees
or expense reimbursements then due to the UK Lenders from the UK Borrower (other
than in connection with Banking Services or Swap Obligations), twelfth, to pay
interest due in respect of the Protective UK Advances, thirteenth, to pay the
principal of the Protective UK Advances, fourteenth, to pay interest then due
and payable on the UK Revolving Loans (other than the Protective UK Advances)
ratably, fifteenth, to prepay principal on the UK Revolving Loans (other than
the Protective UK Advances) and unreimbursed UK LC Disbursements, ratably in
accordance with the then outstanding amounts thereof, sixteenth, to pay an
amount to the UK Administrative Agent equal to one hundred five percent (105%)
of the aggregate undrawn face amount of all outstanding Letters of Credit and
the aggregate amount of any unpaid UK LC Disbursements, to be held as cash
collateral for such Obligations, seventeenth, to payment of any amounts owing
with respect to Banking Services and Swap Obligations provided for the UK
Borrower, and eighteenth, to the payment of any other Secured Obligation due to
the UK Administrative Agent or any UK Lender by the UK Borrower. Any proceeds of
Collateral received by the UK Administrative Agent attributable to property of
the UK Borrower (i) not constituting either (A) a specific payment of principal,
interest, fees or other sum payable under the Loan Documents (which shall be
applied as specified by the UK Borrowing Agent) or (B) a mandatory prepayment
(which shall be applied in accordance with Section 2.10) or (ii) after an Event
of Default has occurred and is continuing, shall be applied by the UK
Administrative Agent ratably first, to pay any fees, indemnities, or expense
reimbursements including amounts then due to the UK Administrative Agent and the
Issuing Bank from the UK Borrower (other than in connection with Banking
Services or Swap Obligations), second, to pay any fees or expense reimbursements
then due to the UK Lenders from the UK Borrower (other than in connection with
Banking Services or Swap Obligations), third, to pay interest due in respect of
the Protective UK Advances, fourth, to pay the principal of the Protective UK
Advances, fifth, to pay interest then due and payable on the UK Revolving Loans
(other than the Protective UK Advances) ratably, sixth, to prepay principal on
the UK Revolving Loans (other than the Protective UK Advances) and unreimbursed
UK LC Disbursements, seventh, to pay an amount to the UK Administrative Agent
equal to one hundred five percent (105%) of the aggregate undrawn face amount of
all outstanding Letters of Credit and the aggregate amount of any unpaid UK LC
Disbursements, to be held as cash collateral for such Obligations, eighth, to
payment of any amounts owing with respect to Banking Services and Swap
Obligations provided for the UK Borrower, and ninth, to the payment of any other
Secured Obligation due to the UK Administrative Agent or any UK Lender by the UK
Borrower. Notwithstanding anything to the contrary contained in this Agreement,
unless so directed by the applicable Borrowing Agent, or unless a Default is in
existence, neither any Administrative Agent nor any Lender shall apply any
payment which it receives to any Eurocurrency Loan of a Class, except (a) on the
expiration date of the Interest Period applicable to any such Eurocurrency Loan
or (b) in the event, and only to the extent, that there are no outstanding ABR
Loans of the same Class and, in any event, the applicable Borrower shall pay the
break funding payment required in accordance with Section 2.15. The applicable
Administrative Agent and the Lenders shall have the continuing and exclusive
right to apply and reverse and reapply any and all such proceeds and payments to
any portion of the Secured Obligations.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) At the election
of the US Administrative Agent, all payments of principal, interest, US LC
Disbursements, fees, premiums, reimbursable expenses (including, without
limitation, all reimbursement for fees and expenses (pursuant to Section 9.03),
and other sums payable under the Loan Documents, may be paid from the proceeds
of US Borrowings made hereunder whether made following a request by the US
Borrowing Agent pursuant to Section 2.03 or a deemed request as provided in this
Section or may be deducted from any deposit account of any US Borrower
maintained with the US Administrative Agent. The US Borrowing Agent hereby
irrevocably authorizes (i) the US Administrative Agent to make a US Borrowing
for the purpose of paying each payment of principal, interest and fees as it
becomes due hereunder or any other amount due under the Loan Documents with the
US Borrowers and agrees that all such amounts charged shall constitute US
Revolving Loans, but such a US Borrowing may only constitute a Protective US
Advance if it is to reimburse costs, fees and expenses as described in Section
9.03) and that all such Borrowings shall be deemed to have been requested
pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the US
Administrative Agent to charge any deposit account of any US Borrower maintained
with the US Administrative Agent for each payment of principal, interest and
fees as it becomes due hereunder or any other amount due under the Loan
Documents from a US Borrower.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) At the election
of the UK Administrative Agent, all payments of principal, interest, UK LC
Disbursements, fees, premiums, reimbursable expenses (including, without
limitation, all reimbursement for fees and expenses (pursuant to Section 9.03),
and other sums payable under the Loan Documents, may be paid from the proceeds
of UK Borrowings made hereunder whether made following a request by the UK
Borrowing Agent pursuant to Section 2.03 or a deemed request as provided in this
Section or may be deducted from any deposit account of the UK Borrower
maintained with the UK Administrative Agent. The UK Borrowing Agent hereby
irrevocably authorizes (i) the UK Administrative Agent to make a UK Borrowing
for the purpose of paying each payment of principal, interest and fees as it
becomes due hereunder or any other amount due under the Loan Documents with the
UK Borrower and agrees that all such amounts charged shall constitute US
Revolving Loans, but such a UK Borrowing may only constitute a Protective UK
Advance if it is to reimburse costs, fees and expenses as described in Section
9.03) and that all such Borrowings shall be deemed to have been requested
pursuant to Sections 2.03, 2.04 or 2.05, as applicable and (ii) the UK
Administrative Agent to charge any deposit account of the UK Borrower maintained
with the UK Administrative Agent for each payment of principal, interest and
fees as it becomes due hereunder or any other amount due under the Loan
Documents from the UK Borrower.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) If any Lender
shall, by exercising any right of set-off or counterclaim or otherwise, obtain
payment in respect of any principal of or interest on any of its Loans or
participations in LC Disbursements resulting in such Lender receiving payment of
a greater proportion of the aggregate amount of its Loans and participations in
LC Disbursements and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Loans and participations
in LC Disbursements of other Lenders to the extent necessary so that the benefit
of all such payments shall be shared by the Lenders ratably in accordance with
the aggregate amount of principal of and accrued interest on their respective
Loans and participations in LC Disbursements; provided that (i) if any such
participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase
price restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply). The Borrower consents to the foregoing and agrees, to
the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower rights of set-off and counterclaim with respect to such
participation as fully as if such Lender were a direct creditor of the Borrower
in the amount of such participation.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Unless the
applicable Administrative Agent shall have received notice from the applicable
Borrowing Agent prior to the date on which any payment is due to such
Administrative Agent for the account of the relevant Lenders or Issuing Bank
hereunder that the applicable Borrower will not make such payment, the
applicable Administrative Agent may assume that such Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the applicable Lenders or Issuing Bank, as the case
may be, the amount due. In such event, if the applicable Borrower has not in
fact made such payment, then each of the applicable Lenders or Issuing Bank, as
the case may be, severally agrees to repay to the respective Administrative
Agent forthwith on demand the amount so distributed to such Lender or Issuing
Bank with interest thereon, for each day from and including the date such amount
is distributed to it to but excluding the date of payment to such Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the US Administrative Agent or UK Administrative Agent, as applicable, in
accordance with banking industry rules on interbank compensation.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) If any Lender
shall fail to make any payment required to be made by it hereunder, then the
applicable Administrative Agent may, in its discretion (notwithstanding any
contrary provision hereof), apply any amounts thereafter received by such
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations hereunder until all such unsatisfied obligations are fully
paid.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.18. <U>Mitigation
Obligations; Replacement of Lenders</U>. If any Lender requests compensation
under Section&#160;2.14, or if any Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender
pursuant to Section&#160;2.16, then: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) such Lender
shall use reasonable efforts to designate a different lending office for funding
or booking its Loans hereunder or to assign its rights and obligations hereunder
to another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 2.14 or 2.16, as the case may be, in the future and
(ii) would not subject such Lender to any unreimbursed cost or expense and would
not otherwise be disadvantageous to such Lender. Each of the Borrowers hereby
agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment);</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) a Borrowing
Agent may, at its sole expense and effort, require such Lender or any Lender
that defaults in its obligation to fund Loans hereunder (herein, a "Departing
Lender"), upon notice to the Departing Lender and the applicable Administrative
Agent, to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in Section 9.04), all its interests, rights and
obligations under this Agreement to an assignee that shall assume such
obligations (which assignee may be another Lender, if a Lender accepts such
assignment); provided that (i) such Borrowing Agent shall have received the
prior written consent of the applicable Administrative Agent (and if a Revolving
Commitment is being assigned, the Issuing Bank), which consent shall not
unreasonably be withheld, (ii) the Departing Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and participations
in LC Disbursements, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder, from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the relevant Borrowers
(in the case of all other amounts) and (iii) in the case of any such assignment
resulting from a claim for compensation under Section 2.14 or payments required
to be made pursuant to Section 2.16, such assignment will result in a reduction
in such compensation or payments. A Departing Lender shall not be required to
make any such assignment and delegation if, prior thereto, as a result of a
waiver by such Lender or otherwise, the circumstances entitling the Borrower to
require such assignment and delegation cease to apply.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.19. <U>Returned
Payments</U>.(a) If after receipt of any payment which is applied to the payment
of all or any part of the Obligations, any Administrative Agent or any Lender is
for any reason compelled to surrender such payment or proceeds to any Person
because such payment or application of proceeds is invalidated, declared
fraudulent, set aside, determined to be void or voidable as a preference,
impermissible setoff, or a diversion of trust funds, or for any other reason,
then the Obligations or part thereof intended to be satisfied shall be revived
and continued and this Agreement shall continue in full force as if such payment
or proceeds had not been received by such Administrative Agent or such Lender.
The provisions of this Section 2.19 shall be and remain effective
notwithstanding any contrary action which may have been taken by any
Administrative Agent or any Lender in reliance upon such payment or application
of proceeds. The provisions of this Section 2.19 shall survive the termination
of this Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 2.20. <U>Money of
Account, etc</U>. This is an international loan transaction in which the
specification of Dollars or the applicable Optional Currency is of the essence,
and Dollars or the applicable Optional Currency, as specified herein, shall be
the currency of account and of payment in all events. The payment obligations of
the Borrowers and the other Loan Parties shall not be discharged by an amount
paid in another currency, whether pursuant to a judgment or otherwise, to the
extent that the amount so paid on prompt conversion to Dollars or, as the case
may be, the applicable Optional Currency under normal banking procedures shall
not yield the amount of Dollars or such Optional Currency, as the case may be,
due hereunder. In the event that any payment made in a currency other than
Dollars or an Optional Currency, as the case may be, whether pursuant to a
judgment or otherwise, upon conversion shall not yield such amount of Dollars or
such Optional Currency, the applicable Lenders shall be entitled to demand
immediate payment of, and shall have a separate cause of action for, the US
Dollar or the applicable Optional Currency deficiency. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.21. <U>Currency Fluctuations, etc.</U></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Not later than
1:00 p.m., New York City time, on each Calculation Date, the US Administrative
Agent shall determine the Exchange Rate as of such Calculation Date. Except as
otherwise provided in Section 2.08 and Section 2.22, the Exchange Rate so
determined shall become effective on the first US Business Day immediately
following the relevant Calculation Date (a "Reset Date") and shall remain
effective until the next succeeding Reset Date.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Not later than
5:00 p.m., London time, on each Reset Date, the US Administrative Agent shall
consult with the UK Administrative Agent and the Administrative Agents shall
determine the total UK Exposure (both in Dollars and in Optional Currency) and
the total US Exposure.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) If, on any Reset
Date, the total UK Exposure exceeds the total UK Commitments, then (i) the UK
Administrative Agent shall give notice thereof to the UK Borrower and the UK
Lenders and (ii) within two UK Business Days thereafter, the UK Borrower shall
repay or prepay UK Revolving Loans in accordance with this Agreement in an
aggregate principal amount such that, after giving effect thereto, the total UK
Exposure (expressed in Optional Currency) shall not exceed the total UK
Commitments.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) To the extent
the repayments and prepayments referenced in paragraph (c) do not result in a
total UK Exposure (expressed in Optional Currency) that is less than or equal to
the total UK Commitments, then the Borrowers shall provide cash collateral in
accordance with Section 2.05(j) to the extent required to obtain such
result.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 2.22. <U>Consolidation of Credit Facilities</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Notwithstanding
noncompliance with the conditions precedent set forth in Article IV, if (i) an
Event of Default pursuant to clause (h), (i) or (j) of Article VII shall have
occurred, or (ii) the Commitments shall have been terminated and/or the Loans
shall have been declared immediately due and payable pursuant to Article VII,
then, at 10:00 a.m., New York City time, on the second US Business Day (the
"Consolidation Date") immediately succeeding the first to occur of (A) the date
on which such Event of Default occurs (in the case of clause (i) above), or (B)
the date on which such termination and/or declaration occurs (in the case of
clause (ii) above), subject to Section 2.22(b), the following shall
occur:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
SYX, in its capacity as a Guarantor, shall repay all outstanding UK Revolving
Loans and all unreimbursed UK LC Disbursements, and pay all accrued fees payable
by the UK Borrower and shall cause the US Borrowers to repay all outstanding US
Revolving Loans and all unreimbursed US LC Disbursements and pay all accrued
fees payable by the US Borrowers hereunder (without prejudice to the rights of
the US Borrowers to finance such repayments by borrowing US Revolving Loans in
accordance with this Agreement after giving effect to the adjustment of
Commitments as provided below, if the US Commitments remain in effect and the
conditions to such Borrowing are satisfied);<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) if, as of the
Consolidation Date, the US Commitments remain in effect, then:
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=15%></TD>
<TD WIDTH=85%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A)
the total US Commitments shall increase by the Dollar Equivalent of the total UK
Commitments, but without increasing the US Commitment of any US Lender; and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) each UK Lender
(or an affiliate thereof designated by such UK Lender) shall become a US Lender
with a US Commitment equal to the amount of its former UK Commitment, and its UK
Commitment shall terminate, if not previously terminated; and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) SYX shall become
the account party in respect of all UK Letters of Credit (with the result that
each UK Letter of Credit shall become a US Letter of Credit) and the Lenders'
participations in Letters of Credit shall be adjusted so that, as of the
Consolidation Date, the US LC Exposure of each Lender shall equal its Applicable
Percentage of the aggregate US LC Exposure at the time (determined as though
Commitments had been consolidated as US Commitments as provided in clause (2)
above, even if such Commitments have been terminated).</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>The foregoing actions shall result in, and the parties hereto
shall take such actions as shall be necessary to result in, all UK Lenders
becoming US Lenders, all UK Letters of Credit becoming US Letters of Credit, all
UK Revolving Loans being repaid, and any and all US Revolving Loans and US LC
Exposure being held by the Lenders ratably in accordance with their US
Commitments (or, if the Commitments have terminated, in accordance with their
ratable interests as though the Commitments had not terminated and had been
converted to US Commitments as provided above). After giving effect to the
foregoing, in the event that any LC Disbursement is made in Optional Currency,
any payment required to be made by the Borrowers or the Lenders hereunder in
respect of such LC Disbursement shall be payable in Dollars in an amount equal
to the Dollar Equivalent (based on the Exchange Rate determined by the US
Administrative Agent on the US Business Day immediately preceding such payment
date) of the amount otherwise payable in Optional Currency. For purposes of this
Section 2.22(a) (other than in the immediately preceding sentence), the Dollar
Equivalent shall be determined based upon the Exchange Rate in effect on the
Effective Date. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) If any event
described in clause (i) or (ii) of paragraph (a) above occurs and the Required
Lenders elect to apply the provisions of this paragraph (b) in lieu of the
provisions of paragraph (a) above, or for any reason the actions specified in
paragraph (a) above cannot be taken or accomplished, then the following
provisions shall apply:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)
all Commitments shall terminate;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2) each US Lender
shall purchase a participation in each UK Revolving Loan, and unreimbursed UK LC
Disbursement, and each UK Lender shall purchase a participation in each US
Revolving Loan and unreimbursed US LC Disbursement, and each Lender holding such
a Loan or unreimbursed LC Disbursement agrees to sell such participations
therein, in each case in such amount as shall be necessary so that the US
Revolving Loans and participations therein, the UK Revolving Loans and
participations therein, and the LC Disbursements and participations therein, are
held ratably by the Lenders (it being understood that the ratable interests of
the Lenders shall be determined by the Administrative Agents on the basis of the
Dollar Equivalent or Optional Currency Equivalent, as applicable, of their
respective Commitments at the time of termination thereof); and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3) the Lenders'
participations in Letters of Credit shall be adjusted so that the US LC Exposure
and the UK LC Exposure of each Lender shall be ratable (determined as provided
in clause (2) above).
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>The foregoing actions shall result in, and the Lenders shall
take such actions as shall be necessary to result in, any and all US Revolving
Loans, UK Revolving Loans, US LC Exposure and UK LC Exposure being held,
directly or indirectly (through participations) by the Lenders ratably on the
basis of their respective Commitments at the time of termination thereof. For
purposes of this Section 2.22(b), (i) the purchase and sale of participations
shall be at a price calculated on the basis of the principal amount thereof but
without interest (it being understood that any recovery of interest accrued
thereon prior to the date of sale of such participations shall be for the
account of the Lender selling such participation) and (ii) the purchase and sale
of participations pursuant to clause (2) above shall be made in the same
currency in which the applicable Loan, or LC Disbursement is denominated;
provided that if a US Lender is unable for any reason (including lack of
participation by such US Lender in foreign exchange markets) to obtain or apply
Optional Currency to purchase participations in Loans or LC Disbursements that
are denominated in Optional Currency, as required by clause (2) above, such US
Lender shall be permitted to make such purchase payments in Dollars in an amount
equal to the Dollar Equivalent of the amount otherwise payable in Optional
Currency hereunder. The provisions of this Section 2.22(b) are solely for the
benefit of the Lenders, shall not be enforceable by any Borrower and,
notwithstanding any contrary provisions herein, may be amended, modified or
waived by agreement among the Lenders without any consent or approval of any
Borrower. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE III. <U>Representations and Warranties</U></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each Loan Party represents and warrants to the Lenders that:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.01.
<U>Organization; Powers</U>. Each of the Loan Parties is duly organized, validly
existing and in good standing (except for TMGLLC) under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry
on its business as now conducted and, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect, is qualified to do business in, and is in good
standing in, every jurisdiction where such qualification is required. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.02.
<U>Authorization; Enforceability</U>. The Transactions to be entered into by
each Loan Party are within such Loan Party's corporate powers and have been
duly authorized by all necessary corporate and, if required, equity holder
action. This Agreement has been duly executed and delivered by each of the
Borrowers and constitutes, and each other Loan Document to which any Loan Party
is to be a party, when executed and delivered by such Loan Party, will
constitute a legal, valid and binding obligation of each such Borrower or Loan
Party (as the case may be), enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws
affecting creditors' rights generally and subject to general principles of
equity, regardless of whether considered in a proceeding in equity or at law. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.03.
<U>Governmental Approvals; No Conflicts</U>. The Transactions (a) do not require
any consent or approval of, registration or filing with, or any other action by,
any Governmental Authority, except such as have been obtained or made and are in
full force and effect and except for filings necessary to perfect Liens created
pursuant to the Loan Documents, (b) will not violate any Requirement of Law
applicable to any Loan Party, (c) will not violate or result in a default under
any indenture, agreement or other instrument binding upon any Loan Party or its
assets, or give rise to a right thereunder to require any payment to be made by
any Loan Party, and (d) will not result in the creation or imposition of any
Lien on any asset of any Loan Party, except Liens created pursuant to the Loan
Documents. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 3.04. <U>Financial Condition; No Material Adverse Change</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) SYX has
heretofore furnished to the Lenders (i) the restated balance sheet of SYX on a
Consolidated Basis as of and for the fiscal year ended December 31, 2004,
reported on without qualification by Deloitte &amp; Touche USA LLP, independent
public accountants, and (ii) the consolidating balance sheet, and the statements
of income, stockholders equity and cash flow, of Borrowers on a Consolidated
Basis as of and for the fiscal month and the portion of the fiscal year ended
June 30, 2005, certified by its chief financial officer. Such financial
statements present fairly, in all material respects, the financial position and
results of operations and cash flow of Borrowers on a Consolidated Basis as of
such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) No event, change
or condition has occurred that has had, or could reasonably be expected to have,
a Material Adverse Effect, since December 31, 2004.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 3.05. <U>Properties</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) As of the date
of this Agreement, Schedule 3.05 sets forth the address of each parcel of Real
Property that is owned or leased by each Loan Party. Each of such leases and
subleases is valid and enforceable in accordance with its terms and is in full
force and effect, and no default by any party to any such lease or sublease
exists. Each of the Loan Parties has good and indefeasible and/or valid and
marketable title to, and/or valid leasehold interests in, all its Real Property,
heritable and personal property, free of all Liens other than those permitted by
Section 6.02.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Each Loan Party
owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and
other intellectual property necessary to its business as currently conducted, a
correct and complete list of which, as of the date of this Agreement, is set
forth on Schedule 3.05, and the use thereof by the Loan Parties does not
infringe in any material respect upon the rights of any other Person, and the
Loan Parties' rights thereto are not subject to any licensing agreement or
similar arrangement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 3.06. <U>Litigation and Environmental Matters</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of any Loan Party, threatened
against or affecting the Loan Parties (i) as to which there is a reasonable
possibility of an adverse determination and that, if adversely determined, could
reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect (other than the Disclosed Matters) or (ii) that involve
any of the Loan Documents or the Transactions. Inclusion of any matter as one of
the Disclosed matters shall not constitute a determination that such matter, if
adversely determined, would result in a Material Adverse Effect.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Except for the
Disclosed Matters (i) no Loan Party has received notice of any claim with
respect to any Environmental Liability or knows of any basis for any
Environmental Liability and (ii) and except with respect to any other matters
that, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect, no Loan Party (1) has failed to comply with
any Environmental Law or to obtain, maintain or comply with any permit, license
or other approval required under any Environmental Law or (2) has become subject
to any Environmental Liability.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Since the date
of this Agreement, there has been no change in the status of the Disclosed
Matters that, individually or in the aggregate, has resulted in, or materially
increased the likelihood of, a Material Adverse Effect.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.07. <U>Compliance
with Laws</U>. Each Loan Party is in compliance with all Requirements of Law
applicable to it or its property, except where the failure to do so,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.08. <U>Investment
and Holding Company Status</U>. No Loan Party nor any of its Subsidiaries is
(a)&#160;an "investment company" as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b)&#160;a "holding
company" as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.09. <U>Taxes</U>.
Each Loan Party has timely filed or caused to be filed all Tax returns and
reports required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which such Loan Party has set
aside on its books adequate reserves or (b) to the extent that the failure to do
so could not be expected to result in a Material Adverse Effect. No tax liens
have been filed and no claims are being asserted with respect to any such taxes. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 3.10. <U>ERISA</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) No ERISA Event
has occurred or is reasonably expected to occur that, when taken together with
all other such ERISA Events for which liability is reasonably expected to occur,
could reasonably be expected to result in a Material Adverse Effect.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Each Foreign
Employee Benefit Plan is in compliance in all material respects with all
requirements of the governing documents for such plan and all applicable laws
(including funding and fiduciary obligations). With respect to any Foreign
Employee Benefit Plan (other than a Foreign Pension Plan), reasonable reserves
have been established in accordance with prudent business practice or where
required by ordinary accounting practices in the jurisdiction in which such plan
is maintained. The aggregate unfunded liabilities, after giving effect to any
reserves for such liabilities, are not reasonably expected to result in a
Material Adverse Effect.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.11.
<U>Disclosure</U>. The Loan Parties have disclosed to the Lenders all
agreements, instruments and corporate or other restrictions to which any Loan
Party is subject, and all other matters known to any of them, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect. Neither the Information Memorandum nor any of the other reports,
financial statements, certificates or other information furnished by or on
behalf of the any Loan Party to the US Administrative Agent, the UK
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or any other Loan Document or delivered hereunder or thereunder (as
modified or supplemented by other information so furnished) contains, as of the
date hereof (or in the case of items furnished after the date hereof, when
furnished) any material misstatement of fact or omits, as of the date hereof (or
in the case of items furnished after the date hereof, when furnished), to state
any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; provided that, with
respect to projected financial information, SYX represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time so furnished. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.12. <U>Material
Agreements</U>. All material agreements and contracts to which any Loan Party is
a party or is bound as of the date of this Agreement are listed on <U>Schedule
3.12</U>. No Loan Party is in default in the performance, observance or
fulfillment of any of the obligations, covenants or conditions contained in (i)
any material agreement to which it is a party or (ii) any agreement or
instrument evidencing or governing Indebtedness, except for such default that
shall have been waived by the applicable party and with respect to which default
the applicable Administrative Agent shall have deemed the occurrence thereof to
have not been reasonably likely to have had a Material Adverse Effect, whether
or not so waived. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 3.13. <U>Solvency</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Immediately
after the consummation of the Transactions to occur on the Effective Date, and
on the date of each Borrowing, (i) the fair value of the assets of the Loan
Parties taken as a whole, at a fair valuation, will exceed their debts and
liabilities, subordinated, contingent or otherwise; (ii) the present fair
saleable value of the property of the Loan Parties taken as a whole will be
greater than the amount that will be required to pay the probable liability of
their debts and other liabilities, subordinated, contingent or otherwise, as
such debts and other liabilities become absolute and matured; (iii) the Loan
Parties taken a whole will be able to pay their debts and liabilities,
subordinated, contingent or otherwise, as such debts and liabilities become
absolute and matured; and (iv) the Loan Parties will not have unreasonably small
capital with which to conduct the business in which they are engaged as such
business is now conducted and is proposed to be conducted after the Effective
Date.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) No Loan Party
intends to, or will permit any of its Subsidiaries to, and no Loan Party
believes that it or any of its Subsidiaries will, incur debts beyond its ability
to pay such debts as they mature, taking into account the timing of and amounts
of cash to be received by it or any such Subsidiary and the timing of the
amounts of cash to be payable on or in respect of its Indebtedness or the
Indebtedness of any such Subsidiary.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.14.
<U>Insurance</U>. <U>Schedule&#160;3.14</U> sets forth a description of all
insurance maintained by or on behalf of the Loan Parties as of the Effective
Date. As of the Effective Date, all premiums in respect of such insurance have
been paid. The Borrowers believe that the insurance maintained by or on behalf
of the Loan Parties is adequate. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.15.
<U>Capitalization and Subsidiaries</U>. <U>Schedule 3.15</U> sets forth (a) a
correct and complete list of the name and relationship to the Borrowers of each
and all of the Loan Parties and their Subsidiaries, (b) a true and complete
listing of each class of each of the authorized Equity Interests of the Loan
Parties and their Subsidiaries, of which all of such issued shares are validly
issued, outstanding, fully paid and non-assessable, and owned beneficially and
of record by the Persons identified on <U>Schedule 3.15</U>, and (c) the type of
entity of the Loan Parties and each of their Subsidiaries. All of the issued and
outstanding Equity Interests owned by any Loan Party has been (to the extent
such concepts are relevant with respect to such ownership interests) duly
authorized and issued and is fully paid and non-assessable. The following
Subsidiaries of the Loan Parties conduct no business and have no material
assets: HCS (Global) Limited, Misco Computer Supplies Limited, Simply Computers
Limited, Systemax UK Limited, Global Direct Mail Limited, Systemax Telecoms
Limited and TMGLLC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.16. <U>Security
Interest in Collateral</U>. The provisions of this Agreement, the Security
Agreement, the Debenture, the Mortgage and the other Loan Documents create legal
and valid Liens on all the Collateral in favor of the applicable Administrative
Agent, for the benefit of the applicable Administrative Agent and the Lenders,
and such Liens constitute perfected (or will, upon the delivery, filing,
recording or registering of the documents described in Section 3.18, as
applicable, constitute perfected) and continuing Liens on the Collateral,
securing the Secured Obligations, enforceable against the applicable Loan Party
and all third parties, and having priority over all other Liens on the
Collateral, including without limitation the proceeds of such Collateral subject
to the limitations relating to such proceeds in the UCC and the Companies Act,
under the UCC or the Companies Act (in each case in effect on the date this
representation is made) in each case prior and superior in right to any other
Person other than with respect to (a) Liens expressly permitted by Section 6.02
hereof, to the extent any such Liens would have priority over the Liens in favor
of the applicable Administrative Agent pursuant to any applicable law or
agreement and (b)&#160;Liens perfected only by possession (including possession
of any certificate of title) to the extent the applicable Administrative Agent
has not obtained or does not maintain possession of such Collateral (it being
understood that subsequent recordings in the United States Patent and Trademark
Office and the United States Copyright Office may be necessary to perfect a Lien
on registered trademarks, trademark applications and copyrights acquired by the
Loan Parties after the date hereof); <U>provided</U>, <U>however</U>, that no
Liens shall have been deemed to have been created or perfected with respect to
Equipment, Real Property (other than the UK Real Property) and Fixtures until
such time as such Liens shall have attached pursuant to the Security Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.17. <U>Labor
Disputes</U>. As of the Effective Date, there are no strikes, lockouts or
slowdowns against any Loan Party pending or, to the knowledge of the Loan
Parties, threatened. The hours worked by and payments made to employees of the
Loan Parties and the Subsidiaries have not been in violation of the Fair Labor
Standards Act or any other applicable Federal, state, local or foreign law
dealing with hours worked by or payment made to employees or any similar
matters. All payments due from any Loan Party, or for which any claim may be
made against any Loan Party, on account of wages and employee health and welfare
insurance and other benefits, have been paid or accrued as a liability on the
books of the applicable Loan Party. The consummation of the Transactions will
not give rise to any right of termination or right of renegotiation on the part
of any union under any collective bargaining agreement to which any Loan Party
is bound. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 3.18. <U>Security Documents</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Pledged
Collateral (as defined in the Security Agreement) has been delivered to the US
Administrative Agent (together with stock powers or other appropriate
instruments of transfer executed in blank form).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The financing
statements, releases and other filings set forth on Schedule 3.18(b) are in
appropriate form for filing in the offices specified on Schedule 6 to the
Perfection Certificate.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The Assignment
of Security Agreement and other documents set forth on Schedule 3.18(c) are in
appropriate form for filing in the United States Patent and Trademark Office and
the United States Copyright Office.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) When the
Debenture or notice thereof is filed in the UK Patent Office, the Debenture
shall constitute a fully perfected Lien on, and security interest in, all right,
title and interest of the applicable Loan Parties in the Intellectual Property
(as defined in the Debenture) in which a security interest may be perfected by
filing, recording or registering a security agreement pursuant to the Trade
Marks Act 1994 superior in right to any other Person other than with respect to
Liens expressly permitted by Section 6.02 hereof (it being understood that
subsequent recordings in the UK Patent Office may be necessary to record notice
of a security interest on Intellectual Property (as defined in the Debenture)
acquired by the Loan Parties after the date hereof).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.19. <U>Common
Enterprise</U>. The successful operation and condition of each of the Loan
Parties is dependent on the continued successful performance of the functions of
the group of the Loan Parties as a whole and the successful operation of each of
the Loan Parties is dependent on the successful performance and operation of
each other Loan Party. Each Loan Party expects to derive benefit (and its board
of directors or other governing body has determined that it may reasonably be
expected to derive benefit), directly and indirectly, from (i) successful
operations of each of the other Loan Parties and (ii) the credit extended by the
Lenders to the Borrowers hereunder, both in their separate capacities and as
members of the group of companies. Each Loan Party has determined that
execution, delivery, and performance of this Agreement and any other Loan
Documents to be executed by such Loan Party is within its purpose, will be of
direct and indirect benefit to such Loan Party, and is in its best interest. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.20. <U>Governing
Law and Judgments</U>. In any legal proceedings taken in its jurisdiction of
incorporation in relation to any of the Loan Documents to which it is a party,
the choice of law expressed in such documents to be the governing law of it and
any judgment obtained in such jurisdiction will be recognized and enforced. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.21. <U>Centre of
Main Interests</U>. The UK Borrower has not caused or allowed its registered
office or Centre of Main Interests to be in nor shall the UK Borrower maintain
an Establishment in any jurisdiction other than England, Scotland and Wales. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 3.22. <U>Adverse
Consequences</U>. It is not necessary under the laws of jurisdiction of
incorporation of any Borrower or Loan Guarantor (i) in order to enable either
any Administrative Agent, any Lender or any Issuing Bank (collectively, the
"<U>Finance Parties</U>") to enforce their rights under any Loan
Document; or (ii) by reason of the entry into any Loan Document or the
performance by any Finance Party of its obligations under any Loan Document,
that any Finance Party should be licensed, qualified or otherwise entitled to
carry on business in its jurisdiction of incorporation; and (b) no Finance Party
is or will be deemed to be resident, domiciled or carrying on business in the
jurisdiction of incorporation of any Borrower or Loan Guarantor by reason only
of the entry into, performance and/or enforcement of any Loan Document. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 3.23. <U>Collateral Deposit Accounts</U>. Schedule 5.17 sets forth all
Collateral Deposit Accounts maintained by the Borrowers as of the Effective
Date.</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE IV. <U>Conditions</U></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 4.01. <U>Effective
Date</U>. The obligations of the Lenders to make Loans and of each Issuing Bank
to issue Letters of Credit hereunder shall not become effective until the date
on which each of the following conditions is satisfied (or waived in accordance
with Section 9.02): </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Credit Agreement
and Loan Documents</U>. Each Administrative Agent (and/or their respective counsel)
shall have received (i) from each party hereto either (A) a counterpart of this
Agreement signed on behalf of such party or (B) written evidence satisfactory to
the US Administrative Agent (which may include facsimile transmission of a
signed signature page of this Agreement) that such party has signed a
counterpart of this Agreement and (ii) duly executed copies of the Loan
Documents and such other certificates, documents, instruments and agreements as
the Administrative Agents shall reasonably request in connection with the
transactions contemplated by this Agreement and the other Loan Documents,
including any promissory notes requested by a Lender pursuant to Section 2.10
payable to the order of each such requesting Lender.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Financial
Statements and Projections</U>. The Lenders shall have received (i) audited
consolidated financial statements of SYX on a Consolidated Basis for the 2003
and 2004 fiscal year, (ii) restated audited consolidated financial statements of
SYX on a Consolidated Basis for the 2004 fiscal year, (iii) unaudited
consolidating interim financial statements of Borrowers on a Consolidated Basis
for each fiscal month ended after the date of the latest applicable financial
statements delivered pursuant to clause (i) of this paragraph as to which such
financial statements are available but at least for the months of January -
June, 2005, and such financial statements shall not, in the reasonable judgment
of the US Administrative Agent and the UK Administrative Agent, reflect any
material adverse change in the financial condition of SYX on a Consolidated
Basis, as reflected in the financial statements or projections contained in the
Information Memorandum and (iii) satisfactory projections through
2007.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Closing
Certificates; Certified Certificate of Incorporation; Good Standing
Certificates</U>. The US Administrative Agent with respect to the US Borrowers, and
the UK Administrative Agent with respect to the UK Borrower, shall have received
(i) a certificate of each Loan Party, dated the Effective Date and executed by
its Secretary or Assistant Secretary, which shall (A) certify the resolutions of
its Board of Directors, members or other body authorizing the execution,
delivery and performance of the Loan Documents to which it is a party, (B)
identify by name and title and bear the signatures of the Financial Officers and
any other officers of such Loan Party authorized to sign the Loan Documents to
which it is a party, and (C) contain appropriate attachments, including the
certificate or articles of incorporation or organization of each Loan Party
certified by the relevant authority of the jurisdiction of organization of such
Loan Party and a true and correct copy of its by-laws or operating, management
or partnership agreement, and (ii) a long form good standing certificate for
each Loan Party from its jurisdiction of organization.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>No Default
Certificate</U>. The US Administrative Agent with respect to the US Borrowers, and
the UK Administrative Agent, with respect to the UK Borrower, shall have
received a certificate, signed by the chief financial officer of SYX and each
other Borrower, on the initial Borrowing date (i) stating that no Default has
occurred and is continuing, (ii) stating that the representations and warranties
contained in Article III are true and correct as of such date, and (iii)
certifying any other factual matters as may be reasonably requested by the US
Administrative Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Fees</U>. The
Lenders and the Administrative Agents shall have received all fees required to
be paid, and all expenses for which invoices have been presented (including the
reasonable fees and expenses of legal counsel), on or before the Effective Date.
All such amounts will be paid with proceeds of Loans made on the Effective Date
and will be reflected in the funding instructions given by each Borrowing Agent
to the US Administrative Agent on or before the Effective Date.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Lien Searches</U>.
The Administrative Agents shall have received the results of a recent lien
search in each of the jurisdictions where assets of the Loan Parties are
located, and winding up searches against the UK Borrower in England, and such
search shall reveal no liens on any of the assets of the Loan Parties except for
liens permitted by Section 6.02 or discharged on or prior to the Effective Date
pursuant to a pay-off letter or other documentation satisfactory to the
Administrative Agents.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>Pay-Off Letter</U>.
The Administrative Agents shall have received satisfactory pay-off letters for
all existing Indebtedness (except for Indebtedness due and owing under the
Existing US Credit Agreement which shall constitute Obligations due and owing
hereunder by the US Borrowers) to be repaid from the proceeds of the initial
Borrowing, confirming that all Liens upon any of the property of the Loan
Parties constituting Collateral will be terminated concurrently with such
payment and all letters of credit issued or guaranteed as part of such
Indebtedness shall have been cash collateralized or supported by a Letter of
Credit.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) <U>Funding Account</U>.
The US Administrative Agent shall have received a notice setting forth the
deposit account of the applicable US Borrower (each, a "Domestic Funding
Account") to which the US Lenders are authorized by US Borrowing Agent on behalf
of such US Borrower to transfer the proceeds of any US Borrowings requested or
authorized pursuant to this Agreement and the UK Administrative Agent shall have
received a notice setting forth the deposit account of the UK Borrower (the "UK
Funding Account") to which the UK Lenders are authorized by the UK Borrower to
transfer the proceeds of any UK Borrowings requested or authorized pursuant to
this Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) <U>Legal Opinions</U>.
The Administrative Agents shall have received the executed legal opinions of
Stroock &amp; Stroock &amp; Lavan LLP, Weil, Gotshal &amp; Manges and Dundas &amp; Wilson CS
LLP, each in form and substance satisfactory to the respective Administrative
Agent, which shall cover such matters incident to the Transactions contemplated
by the Loan Documents as the Administrative Agents may reasonably
require.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(j) <U>Collateral Access and Control Agreements</U>. The US Administrative Agent shall
have received each (i) Collateral Access Agreement required to be provided
pursuant to Section 4.13 of the Security Agreement and (ii) Deposit Account
Control Agreement required to be provided pursuant to Section 4.14 of the
Security Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) <U>No Litigation</U>.
(i) No litigation, investigation or proceeding before or by any arbitrator or
Governmental Body shall be continuing or threatened against any Borrower or
against the officers, members or directors of any Borrower (A) in connection
with the Loan Documents or any of the transactions contemplated thereby and
which, in the reasonable opinion of the Administrative Agents, is deemed
material or (B) which if adversely determined, could, in the reasonable opinion
of Administrative Agents, have a Material Adverse Effect on any Borrower; and
(ii) no injunction, writ, restraining order or other order of any nature
materially adverse to Borrower or the conduct of its business or inconsistent
with the due consummation of the Transactions shall have been issued by any
Governmental Body.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) <U>Borrowing Base
Certificate</U>. The Administrative Agents shall have received a Borrowing Base
Certificate which calculates the Borrowing Base as of the most recent fiscal
month end immediately preceding the Effective Date.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) <U>Closing
Availability</U>. After giving effect to all Borrowings to be made on the Effective
Date and the issuance of any Letters of Credit on the Effective Date and payment
of all fees and expenses due hereunder, and with all of the Loan Parties'
indebtedness, liabilities, and obligations current, Borrowing Base Availability
shall not be less than $50,000,000.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) <U>Collateral
Examination; Appraisals</U>. The Administrative Agents shall have received and be
satisfied with asset appraisals (inventory and real estate) of certain assets to
be specified by the Administrative Agents from appraisers satisfactory to the
Administrative Agents. The appraisers shall be engaged directly by the
Administrative Agents and shall have no direct or indirect interest, financial
or otherwise, in the property or transaction. The Administrative Agents or their
designee shall have conducted a satisfactory field examination of the accounts
receivable, inventory and related working capital matters and financial
information of the Borrowers and their Subsidiaries and of the related data
processing and other systems.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) <U>Pledged Stock;
Stock Powers; Pledged Notes</U>. The US Administrative Agent shall have received (i)
the certificates representing the Equity Interests pledged pursuant to the
Security Agreement, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor
thereof and (ii) each promissory note (if any) pledged to the US Administrative
Agent pursuant to the Security Agreement endorsed (without recourse) in blank
(or accompanied by an executed transfer form in blank) by the pledgor
thereof.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) <U>Filings,
Registrations and Recordings</U>. Each document required by the Collateral Documents
or under law or reasonably requested by the Administrative Agents to be filed,
registered or recorded in order to create in favor of the Administrative Agents,
for the benefit of the Lenders, a perfected Lien on the Collateral described
therein, prior and superior in right to any other Person (other than with
respect to Liens expressly permitted by Section 6.02), shall be in proper form
for filing, registration or recordation.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) <U>Environmental
Reports</U>. The Administrative Agents shall have received an environmental review
reports with respect to the Real Properties of the Loan Parties specified by the
Administrative Agents from firm(s) satisfactory to each Administrative Agent,
which review reports shall be acceptable to each Administrative Agent. Any
environmental hazards or liabilities identified in any such environmental review
reports shall indicate the Loan Parties' plans with respect thereto.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) <U>Certificates of
Title</U>. The Administrative Agents shall have received (i) in respect of the
Wellingborough Real Property a CLLS Long Form Certificate of Title (5th Edition)
prepared by B P Collins Solicitors, addressed to the Administrative Agents and
satisfactory to the Administrative Agents, and (ii) in respect of the Greenock
Real Property a CLLS Long Form Certificate of Title (5th Edition) (Dundas &amp;
Wilson Scottish Version) prepared by Fyfe Ireland, Solicitors, addressed to the
Administrative Agents and satisfactory to the Administrative Agents.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) <U>Real Property
Searches, Undertaking, Letter of Obligation, etc.</U> The Administrative Agents
shall have received (i) with respect to the Wellingborough Real Property, (A) a
clear Land Registry search against the Wellingborough Real Property title in
favor of the Administrative Agents with a priority period expiring not less than
25 business days following the Effective Date and (B) an undertaking from B P
Collins Solicitors in a form satisfactory to the Administrative Agents to make
an application to the Land Registry within the Land Registry search priority
period to register the Debenture and a restriction in the form set out in the
Debenture against the title to the Wellingborough Real Property, and to promptly
deal with any requisitions raised by the Land Registry in connection with the
application; and (ii) with respect to the Greenock Real Property, (A) a Letter
of Obligation in a form acceptable to the Administrative Agents and (B)
appropriate Land Register of Scotland application forms duly completed
accompanied by all necessary registration fees and such other documentation and
evidence in relation to the Greenock Real Property as the Administrative Agents
may reasonably require.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) <U>Mortgages, etc.</U>
The UK Administrative Agent shall have received all title deeds, title documents
and certificates of insurance relating to Real Property of the UK Borrower over
which security is to be created, along with any notices of charge and
assignments or pledges of bank accounts and receivables required by the UK
Security Documents, in each case executed by the UK Borrower.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) <U>Insurance</U>. The
Administrative Agents shall have received evidence of insurance coverage in
form, scope, and substance reasonably satisfactory to each Administrative Agent
and otherwise in compliance with the terms of Section 5.09 and Section 4.12 of
the Security Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) <U>Letter of Credit
Application</U>. Each Administrative Agent shall have received a properly completed
letter of credit application if the issuance of a Letter of Credit will be
required on the Effective Date.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(w) <U>Other Documents</U>.
The Administrative Agents shall have received such other documents as any
Administrative Agent, Issuing Bank, Lender or their respective counsel may have
reasonably requested.</FONT></P>

<P><FONT SIZE=3>The Administrative Agents shall notify the Borrowing Agents and
the Lenders of the Effective Date, and such notice shall be conclusive and
binding. Notwithstanding the foregoing, the obligations of the Lenders to make
Loans and of the Issuing Bank to issue Letters of Credit hereunder shall not
become effective unless each of the foregoing conditions is satisfied (or waived
pursuant to Section 9.02) at or prior to October 31, 2005 (and, in the event
such conditions are not so satisfied or waived, the Commitments shall terminate
at such time). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 4.02. <U>Each
Credit Event</U>. The obligation of each Lender to make a Loan on the occasion
of any Borrowing, and of each Issuing Bank to issue, amend, renew or extend any
Letter of Credit, is subject to the satisfaction of the following conditions: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The
representations and warranties of each Loan Party set forth in this Agreement
and the Loan Documents shall be true and correct on and as of the date of such
Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable, or, if they are not true and correct, the
applicable Administrative Agent and the Required Lenders shall have determined
to make any Loan or instruct the Issuing Bank to issue any Letters of Credit,
notwithstanding that such representation or warranty is untrue or
incorrect.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) At the time of
and immediately after giving effect to such Borrowing or the issuance,
amendment, renewal or extension of such Letter of Credit, as applicable, no
Default or Event of Default shall have occurred and be continuing or, if there
then shall be any Default or Event of Default, the applicable Administrative
Agent and the Required Lenders shall have determined to make such Borrowing or
instruct the Issuing Bank to issue such Letter of Credit notwithstanding such
Default or Event of Default.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) After giving
effect to any Borrowing or the issuance of any Letter of Credit, Availability is
not less than zero.</FONT></P>

<P><FONT SIZE=3>Each Borrowing and each issuance, amendment, renewal or
extension of a Letter of Credit shall be deemed to constitute a representation
and warranty by each Borrower on the date thereof as to the matters specified in
paragraphs (a), (b) and (c) of this Section. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE V. <U>Affirmative Covenants</U></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until the Commitments have
expired or been terminated and the principal of and interest on each Loan and
all fees payable hereunder shall have been paid in full and all Letters of
Credit shall have expired or terminated and all LC Disbursements shall have been
reimbursed, each Loan Party executing this Agreement covenants and agrees,
jointly and severally with all of the Loan Parties, with the Lenders that: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.01. <U>Financial
Statements; Borrowing Base and Other Information</U>. SYX will furnish to the
Administrative Agents and each Lender each of the following together with all
supporting documentation as the Administrative Agents may reasonably require: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) (i) within 91
days after the end of each fiscal year of SYX (or, if the 90th day is not a
Business Day, the day immediately succeeding the date on which the filing of
such financial statements with the SEC is due), the audited balance sheet and
related statements of operations, stockholders' equity and cash flow as of the
end of and for such year of SYX on a Consolidated Basis, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported
on by independent public accountants of recognized national standing reasonably
satisfactory to the Administrative Agents (without a "going concern" or like
qualification or exception and without any qualification or exception as to the
scope of such audit) to the effect that such consolidated financial statements
present fairly in all material respects the financial condition and results of
operations of SYX on a Consolidated Basis in accordance with US GAAP
consistently applied, accompanied by any management letter prepared by said
accountants (or, if such management letter is not available at the time of
delivery of such financial statements, such management letter shall be promptly
provided to the Administrative Agents upon receipt thereof by any Loan Party),
(ii) within 91 days after the end of each fiscal year of SYX (or, if the 90th
day is not a Business Day, the day immediately succeeding the date on which the
filing of such financial statements with the SEC is due), the unaudited
consolidating financial statements of Borrowers on a Consolidated Basis
including but not limited to balance sheet and related statements of operations,
stockholders' equity and cash flow as of the end of and for such year, setting
forth in each case (on a consolidated basis only) in comparative form the
figures for the previous fiscal year, all reported on by one of the Financial
Officers of SYX to the effect that such consolidating financial statements
present fairly in all material respects the financial condition and results of
operations of Borrowers on a Consolidated Basis (and a consolidating basis in
respect of the Borrowers) in accordance with US GAAP consistently applied and
(iii) 180 days after the end of each fiscal year of UK Borrower, the statutory
statements as of the end of and for such year of UK Borrower and its
Subsidiaries on a consolidated basis, setting forth in each case in comparative
form the figures for the previous fiscal year, all reported on by independent
public accountants of recognized national standing reasonably satisfactory to
the Administrative Agents (without a "going concern" or like qualification or
exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material respects the financial condition and results of operations of UK
Borrower and its Subsidiaries on a consolidated basis in accordance with UK GAAP
consistently applied;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) (i) the first
Business Day after the filing by SYX of its Form 10-Q with respect to the fiscal
quarters of SYX ended in March 2005 and June 2005, and within 46 days after each
of the fiscal quarters of SYX ending thereafter (or, if the 45th day is not a
Business Day, the day immediately succeeding the date on which the filing of
such financial statements with the SEC is due), its unaudited balance sheet and
related statements of operations, stockholders' equity and cash flow as of the
end of and for such fiscal quarter and the then elapsed portion of the fiscal
year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of its Financial
Officers as presenting fairly in all material respects the financial condition
and results of operations of SYX on a Consolidated Basis in accordance with US
GAAP consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes, (ii) within 46 days after the end of each of the fiscal
quarters of SYX, an unaudited balance sheet of Borrowers on a Consolidated Basis
and related statements of operations, stockholders' equity and cash flow as of
the end of and for such fiscal quarter and the then elapsed portion of the
fiscal year, setting forth in each case in comparative form the figures for the
corresponding period or periods of (or, in the case of the balance sheet, as of
the end of) the previous fiscal year, all certified by one of the Financial
Officers of SYX as presenting fairly in all material respects the financial
condition and results of operations of Borrowers on a Consolidated Basis (and a
consolidating basis in respect of the Borrowers) in accordance with US GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes and (iii) within 46 days after the end of each of the
fiscal quarters of UK Borrower, its unaudited balance sheet and related
statements of operations, stockholders' equity and cash flow as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of UK Borrower and its Subsidiaries on a consolidated basis in
accordance with UK GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) (i) within 40
days after the end of each fiscal month of SYX, a balance sheet of Borrowers on
a Consolidated Basis and related statements of operations, stockholders' equity
and cash flow as of the end of and for such fiscal month and the then elapsed
portion of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the
balance sheet, as of the end of) the previous fiscal year, all certified by one
of the Financial Officers of SYX as presenting fairly in all material respects
the financial condition and results of operations of Borrowers on a Consolidated
Basis (and a consolidating basis in respect of the Borrowers) in accordance with
US GAAP consistently applied, subject to normal year-end audit adjustments and
the absence of footnotes and (ii) within 40 days after the end of each fiscal
month of UK Borrower, its balance sheet and related statements of operations,
stockholders' equity and cash flow as of the end of and for such fiscal month
and the then elapsed portion of the fiscal year, setting forth in each case in
comparative form the figures for the corresponding period or periods of (or, in
the case of the balance sheet, as of the end of) the previous fiscal year, all
certified by one of its Financial Officers as presenting fairly in all material
respects the financial condition and results of operations of UK Borrower and
its Subsidiaries on a consolidated basis and consolidating basis in accordance
with UK GAAP consistently applied, subject to normal year-end audit adjustments
and the absence of footnotes;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) concurrently
with any delivery of financial statements under clause (a) or (b) or (c) above,
(x) a certificate of a Financial Officer of SYX in substantially the form of
Exhibit D (i) certifying, in the case of the financial statements delivered
under clause (b), as presenting fairly in all material respects the financial
condition and results of operations of SYX on a Consolidated Basis in accordance
with applicable GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes, (ii) certifying, in the case of the
financial statements delivered under clause (b) or (c), as presenting fairly in
all material respects the financial condition and results of operations of
Borrowers on a Consolidated Basis and on a consolidating basis with respect to
the Borrowers in accordance with applicable GAAP consistently applied, subject
to normal year-end audit adjustments and the absence of footnotes, (iii)
certifying as to whether a Default has occurred and, if a Default has occurred,
specifying the details thereof and any action taken or proposed to be taken with
respect thereto, (iv) setting forth reasonably detailed calculations
demonstrating compliance with Sections 6.01, 6.08(b), 6.12, 6.13 and 6.16, and
(v) stating whether any change in applicable GAAP or in the application thereof
has occurred since the date of the audited financial statements referred to in
Section 3.04 and, if any such change has occurred, specifying the effect of such
change on the financial statements accompanying such certificate and (y) a
written report summarizing all material variances from budgets submitted by
Borrowers pursuant to clause (f) below and a discussion and analysis by
management with respect to such variances;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) concurrently
with any delivery of financial statements under clause (a) above, a certificate
of the accounting firm that reported on such financial statements stating
whether they obtained knowledge during the course of their examination of such
financial statements of any Default (which certificate may be limited to the
extent required by accounting rules or guidelines) and any management letter
prepared by said accountants;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) as soon as
available, but in any event not more than 30 days prior to the end of each
fiscal year of SYX (a) a quarter-by-quarter projected operating budget and cash
flow of Borrowers on a Consolidated Basis and on a consolidating basis with
respect to the Borrowers for such fiscal year (including an income statement for
each quarter and a balance sheet as at the end of each fiscal quarter), and (b)
a year-by-year projected operating budget and cash flow of Borrowers on a
Consolidated Basis and on a consolidating basis with respect to the Borrowers
for such fiscal year and at least two additional years thereafter (including an
income statement for each year and a balance sheet as at the end of each fiscal
year) (the "Projections") in form reasonably satisfactory to the Administrative
Agents, such Projections to be accompanied by a certificate signed by the chief
executive officer and/or chief financial officer of SYX to the effect that such
projections have been prepared on the basis of sound financial planning practice
consistent with past budgets and financial statements and that such officer has
no reason to question the reasonableness of any material assumptions on which
such projections were prepared;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) as soon as
available but in any event within 20 days of the end of each calendar month, and
at such other times as may be necessary to re-determine availability of Loans
hereunder or as may be requested by either Administrative Agent (and in respect
of the UK Borrower, within 3 days of the end of each calendar week), as of the
period then ended, a Borrowing Base Certificate and supporting information in
connection therewith, together with any additional reports with respect to the
Borrowing Base as either Administrative Agent may reasonably request;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) as soon as
available but in any event within 20 days of the end of each calendar month and
at such other times as may be requested by either Administrative Agent, as of
the period then ended, all delivered electronically in a text formatted file
(not in an Adobe *.pdf file):</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) a
detailed aging of the Borrowers' Accounts (1) including all invoices aged by
invoice date and due date (with an explanation of the terms offered) and (2)
reconciled to the Borrowing Base Certificate delivered as of such date prepared
in a manner reasonably acceptable to the Administrative Agents, together with a
summary specifying the name, address, and balance due for each Account Debtor;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) a schedule
detailing the US Borrowers' Inventory, in form satisfactory to the US
Administrative Agent, (1) by location (showing Inventory in transit, any
Inventory located with a third party under any consignment, bailee arrangement,
or warehouse agreement), by class (raw material, work-in-process and finished
goods), by product type, and by volume on hand, which Inventory shall be valued
at the lower of cost (determined on a first-in, first-out basis) or market and
adjusted for Reserves as the US Administrative Agent has previously indicated to
the US Borrowing Agent are deemed by the US Administrative Agent to be
appropriate, (2) including a report of any variances or other results of
Inventory counts performed by the US Borrowers since the last Inventory schedule
(including information regarding sales or other reductions, additions, returns,
credits issued by any applicable Borrower and complaints and claims made against
the applicable Borrower), and (3) reconciled to the Borrowing Base Certificate
delivered as of such date;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) a worksheet of
calculations prepared by the applicable Borrowing Agent to determine Eligible
Domestic Accounts, Eligible UK Accounts and Eligible Inventory, such worksheets
detailing the Accounts and Inventory excluded from Eligible Domestic Accounts,
Eligible UK Accounts and Eligible Inventory and the reason for such exclusion;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) a
reconciliation of the Borrowers' Accounts and Inventory between the amounts
shown in the Borrowers' general ledger and financial statements and the reports
delivered pursuant to clauses (i) and (ii) above;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) a reconciliation
of the loan balance per the Borrowers' general ledger to the loan balance under
this Agreement; and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi) a schedule and
aging of the Borrowers' accounts payable, delivered electronically in a text
formatted file (not in an Adobe *.pdf file).
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) at the time of
any field examination and promptly upon either Administrative Agent's request, a
list of all customer addresses, delivered electronically in a text formatted
file (not in an Adobe *.pdf file);</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) promptly upon
either Administrative Agent's request:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
copies of invoices in connection with the invoices issued by any Borrower in
connection with any Accounts, credit memos, shipping and delivery documents, and
other information related thereto;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) copies of
purchase orders, invoices, and shipping and delivery documents in connection
with any Inventory or Equipment purchased by any Loan Party;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) a schedule
detailing the balance of all intercompany accounts of the Loan Parties;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) the Borrowers'
sales journal, cash receipts journal (identifying trade and non-trade cash
receipts) and debit memo/credit memo journal for such period as included in such
Administrative Agent's request; and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) copies of all
tax returns filed by any Loan Party with the US Internal Revenue Service or the
UK Inland Revenue for such period as included in such Administrative Agent's
request;
</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) promptly after
the same become publicly available, copies of all periodic and other reports,
proxy statements and other materials filed by SYX or any Subsidiary with the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any or all of the functions of said Commission, or with any national securities
exchange, as the case may be;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) promptly upon
either Administrative Agent's request therefor and thereafter on a daily basis,
copies of all sales, collection, debit and credit adjustment schedules;
and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of any Borrower or any Subsidiary
thereof, or compliance with the terms of this Agreement or any Loan Document, as
either Administrative Agent or any Lender may reasonably request.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.02. <U>Notices of
Material Events</U>. The respective Borrowing Agents will furnish to the
Administrative Agents and each Lender prompt written notice of the following: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) the occurrence
of any Default;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) receipt of any
notice of any governmental investigation or any litigation or proceeding
commenced or threatened against any Loan Party that (i) seeks damages stated to
be in excess of $1,000,000 or which would be reasonably likely to result in a
Material Adverse Effect, (ii) seeks injunctive relief which, if granted, would
be reasonably likely to result in a Material Adverse Effect, (iii) is asserted
or instituted against any Plan, its fiduciaries or its assets, (iv) alleges, in
an action brought by a Governmental Authority, criminal misconduct by any Loan
Party, (v) alleges the material violation of any Environmental Law or seeks
remedies in connection with any Environmental Laws, (vi) contests any tax, fee,
assessment, or other governmental charge in excess of $500,000 or which, if such
contest were not to be successful, would be reasonably likely to result in a
Material Adverse Effect, or (vii) involves any product recall;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) any Lien (other
than Permitted Encumbrances and Liens securing purchase money Indebtedness to
the extent permitted to be incurred hereunder) or claim made or asserted against
any of the Collateral;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) any loss,
damage, or destruction to the Collateral in the amount of $250,000 or more,
whether or not covered by insurance;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) any and all
default notices received under or with respect to any leased location or public
warehouse where Collateral is located (which shall be delivered within two
Business Days after receipt thereof);</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) all material
amendments to any (x) real estate leases, (y) floorplanning arrangement with
respect to the Inventory of any Borrower or (z) mortgage in respect of the
Suwanee Real Property (and any other documents entered into in connection with
such mortgage), together with a copy of each such amendment;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) the fact that a
Loan Party has entered into a Swap Agreement or an amendment to a Swap
Agreement, together with copies of all agreements evidencing such Swap Agreement
or amendments thereto (which shall be delivered within two Business
Days);</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) the occurrence
of any ERISA Event that, alone or together with any other ERISA Events that have
occurred, could reasonably be expected to result in liability of the Loan
Parties and their Subsidiaries in an aggregate amount exceeding
$1,000,000;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) a copy of each
notice from each funding agent of each of the Foreign Employee Benefit Plans
required to be delivered by such funding agent promptly after such notice is
given by the UK Borrower or other Loan Party; and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) any other
development (other than those specified above as to which the Lenders have
received due notice) that results in, or could reasonably be expected to result
in, a Material Adverse Effect.</FONT></P>

<P><FONT SIZE=3>Each notice delivered under this Section shall be accompanied by
a statement of a Financial Officer or other executive officer of SYX setting
forth the details of the event or development requiring such notice and any
action taken or proposed to be taken with respect thereto. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 5.03. <U>Information Regarding Collateral</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) SYX will furnish
to the Administrative Agents prompt written notice of any change (i) in any Loan
Party's corporate name or in any trade name used to identify it in the conduct
of its business or in the ownership of its properties, (ii) in the location of
any Loan Party's chief executive office, its principal place of business, its
"location" (as determined under Section 9-307 of Revised Article 9 of the UCC),
any office in which it maintains books or records relating to Collateral owned
by it or any office or facility at which Collateral owned by it is located
(including the establishment of any such new office or facility), (iii) in any
Loan Party's identity or corporate structure or (iv) in any US Loan Party's
Federal Taxpayer Identification Number. SYX agrees not to effect or permit any
change referred to in the preceding sentence unless all filings have been made
under the Uniform Commercial Code or otherwise that are required in order for
the Administrative Agents to continue at all times following such change to have
a valid, legal and perfected security interest in all of the Collateral to the
extent it is intended to be so perfected on the date hereof. The Company also
agrees promptly to notify the Administrative Agents if any material portion of
the Collateral is damaged or destroyed.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Each year, at
the time required for delivery of annual financial statements with respect to
the preceding fiscal year pursuant to clause (a) of Section 5.01, SYX shall
deliver to the Administrative Agents a certificate of a Financial Officer and
the chief legal officer of the Company (i) setting forth the information
required pursuant to Section 2 of the Perfection Certificate or confirming that
there has been no change in such information since the date of the Perfection
Certificate delivered on the Effective Date or the date of the most recent
certificate delivered pursuant to this Section and (ii) certifying that all
Uniform Commercial Code financing statements (including fixture filings, as
applicable) or other appropriate filings, recordings or registrations, including
all refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction identified pursuant to clause (i) above
to the extent necessary to protect and perfect the security interests under the
Security Agreement for a period of not less than eighteen (18) months after the
date of such certificate (except as noted therein with respect to any
continuation statements to be filed within such period).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.04. <U>Existence;
Conduct of Business</U>. Each Loan Party will, and will cause each Subsidiary
to, (a) do or cause to be done all things necessary to preserve, renew and keep
in full force and effect its legal existence and the rights, qualifications,
licenses, permits, franchises, governmental authorizations, intellectual
property rights, licenses and permits material to the conduct of its business,
and maintain all requisite authority to conduct its business in each
jurisdiction in which its business is conducted; <U>provided </U>that the
foregoing shall not prohibit any merger, consolidation, liquidation or
dissolution permitted under Section&#160;6.03 and (b) carry on and conduct its
business in substantially the same manner and in substantially the same fields
of enterprise as it is presently conducted. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.05. <U>Payment of
Obligations</U>. Each Loan Party will, and will cause each Subsidiary to, pay or
discharge all its Indebtedness and all other material liabilities and
obligations, including Taxes, before the same shall become delinquent or in
default, except where (a) the validity or amount thereof is being contested in
good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary
has set aside on its books adequate reserves with respect thereto in accordance
with GAAP and (c) such liabilities would not result in the Collateral becoming
subject to forfeiture or loss as a result of the contest. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.06.
<U>Maintenance of Properties</U>. Each Loan Party will, and will cause each
Subsidiary to, keep and maintain all property material to the conduct of its
business in good working order and condition, ordinary wear and tear excepted. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 5.07. [<U>Intentionally Omitted</U>].</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.08. <U>Compliance
with Laws</U>. Each Loan Party will, and will cause each Subsidiary to, comply
with all Requirements of Law applicable to it or its property, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.09. <U>Use of
Proceeds</U>. The proceeds of the Loans and Letters of Credit will be used for
general corporate purposes, including working capital and acquisitions and
Capital Expenditures. No part of the proceeds of any Loan will be used, directly
or indirectly, (i) for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations T, U and X or (ii) to make any
Acquisition other than Permitted Acquisitions. Letters of Credit will be issued
only for general corporate purposes. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 5.10. <U>Insurance</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Each Loan Party
will, and will cause each Subsidiary to, (i) maintain with financially sound and
reputable carriers having a financial strength rating of at least A+ by A.M.
Best Company (a) insurance in such amounts (with no greater risk retention) and
against such risks (including loss or damage by fire and loss in transit; theft,
burglary, pilferage, larceny, embezzlement, and other criminal activities;
business interruption; and general liability) and such other hazards, as is
customarily maintained by companies of established repute engaged in the same or
similar businesses operating in the same or similar locations and (b) all
insurance required pursuant to the Collateral Documents; (ii) maintain such
other insurance as may be required by law; and (iii) upon request by an
Administrative Agent, which request need not be made in writing, furnish the
Administrative Agents with certificates evidencing the insurance required by
this paragraph. In the event of Loan Parties' failure to obtain or maintain the
insurance required by this paragraph, the Administrative Agents shall have the
right to obtain the required coverage and bill the applicable Borrowers for the
premium payments therefor. To the extent consistent with prudent business
practice, the applicable Borrowers may maintain a program of self-insurance in
place of any of the insurance required by this paragraph. The Borrowers will
furnish to the Lenders, upon request of any Administrative Agent, information in
reasonable detail as to the insurance so maintained.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Fire and
extended coverage policies with respect to any Collateral (i) shall not include
a provision to the effect that any of the Borrowers, the Administrative Agents
or any other party shall be a coinsurer and (ii) shall be endorsed, which
endorsement shall be satisfactory in form and substance to the Administrative
Agents, to name the Administrative Agents, for the benefit of the Lenders, as
additional insured or loss payee, as appropriate, and shall include such other
provisions as the Administrative Agents may reasonably require from time to time
to protect the interests of the Lenders, provided that the requested provisions
are available at reasonable cost. Each such policy referred to in this paragraph
also shall provide that it shall not be cancelled, modified or not renewed (i)
by reason of nonpayment of premium except upon not less than 30 days' prior
written notice thereof by the insurer to the Administrative Agents (giving the
Administrative Agents the right to cure defaults in the payment of premiums) or
(ii) for any other reason except upon not less than 30 days' prior written
notice thereof by the insurer to the Administrative Agents. The Borrowers shall
deliver to the Administrative Agents, prior to the cancellation of any such
policy of insurance, a Certificate of Insurance for the replacement
policy.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The Loan Parties
acknowledge and agree that all income, payments and proceeds of a physical
damage property insurance claim payable to them and relating to the Inventory
will be received by the Loan Parties as agent hereunder for the benefit of the
Lenders and deposited in an account subject to a control arrangement in favor of
the applicable Administrative Agent. The Loan Parties disclaim any right, title
or interest in or to such income, payments or proceeds and hereby confirm that
the Loan Parties have granted a first priority security interest to the
Administrative Agents (for the benefit of the Lenders) in all such income,
payments and proceeds. The Loan Parties acknowledge and agree that all income,
payments and proceeds of a physical damage property insurance claim payable to
them and relating to the Mortgaged Property (after payment of any amounts due to
a Lessor under a Lease) will be deposited in an account subject to a control
arrangement in favor of the applicable Administrative Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) SYX shall
continue to maintain, for itself and its Subsidiaries, a Directors and Officers
insurance policy, and a "Blanket Crime" policy including employee dishonesty,
forgery or alteration, theft, disappearance and destruction, robbery and safe
burglary, property, and computer fraud coverage with responsible companies in
such amounts as are customarily carried by business entities engaged in similar
businesses similarly situated, and will upon request by an Administrative Agent,
which request need not be made in writing, furnish the Administrative Agents
certificates evidencing renewal of each such policy.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.11. <U>Casualty
and Condemnation</U>. The Borrowers(a) will furnish to Administrative Agents and
the Lenders prompt written notice of any casualty or other insured damage to any
material portion of any Collateral or the commencement of any action or
proceeding for the taking of any material portion of the Collateral or interest
therein under power of eminent domain or by condemnation or similar proceeding
and (b)&#160;will ensure that the Net Proceeds of any such event (whether in the
form of insurance proceeds, condemnation awards or otherwise) are collected and
applied in accordance with the applicable provisions of this Agreement and the
Collateral Documents. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 5.12. <U>Books and Records; Inspection and Audit Rights; Confirmation of
Receivables</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) SYX will, and
will cause each of the other Loan Parties, keep proper financial records in
accordance with GAAP. SYX will, and will cause each of the other Loan Parties to
(i) keep proper books of record and account in which full, true and correct
entries are made of all dealings and transactions in relation to its business
and activities and (ii) permit any representatives designated by either
Administrative Agent (including employees of any Administrative Agent, any
Lender or any consultants, accountants, lawyers and appraisers retained by any
Administrative Agent) in consultation with the Borrowers, upon reasonable prior
notice, no less frequently than semi-annually in any period of 12 consecutive
months commencing on or after the Effective Date, to visit and inspect its
properties, to examine and make extracts from its books and records, and to
discuss its affairs, finances and condition with its officers and independent
accountants, all at reasonable times. The Loan Parties acknowledge that any
Administrative Agent, after exercising its rights of inspection, may prepare and
distribute to the Lenders certain Reports pertaining to the Loan Parties' assets
for internal use by any Administrative Agent and the Lenders.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) SYX will, and
will cause each of the other Loan Parties to, permit any representatives
designated by either Administrative Agent (including any consultants,
accountants, lawyers and appraisers retained by such Administrative Agent) in
consultation with the Borrowers to conduct evaluations and appraisals of the
computation of the Borrowing Base and the assets included therein, including
supporting systems, processes and controls, all at reasonable times but no more
frequently than annually in any period of 12 consecutive months commencing on or
after the Effective Date; provided, however, that such evaluations and
Collateral reviews may be conducted semi-annually if Borrowing Base Availability
at any time is less than $30,000,000 and at any time when an Event of Default
has occurred and is continuing. SYX shall pay the reasonable fees and expenses
of any representatives retained by an Administrative Agent, or employees of such
Administrative Agent, to conduct any such evaluation or appraisal, including
reasonable and customary internally allocated fees and expenses of such
employees. The Loan Parties acknowledge that any Administrative Agent, after
exercising its evaluation and appraisal may prepare and distribute to the
Lenders certain Reports pertaining to the Loan Parties' assets for internal use
by any Administrative Agent and the Lenders.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The
Administrative Agents shall have the right to confirm and verify all Receivables
(as defined in the Security Agreement) by any manner and through any medium it
considers advisable and do whatever it may deem reasonably necessary to protect
its interests hereunder.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.13. <U>Compliance
with Laws</U>. SYX will, and will cause each of the Subsidiaries to, comply with
all laws, rules, regulations and orders of any Governmental Authority applicable
to it or its property, except where the failure to do so, individually or in the
aggregate, could not reasonably be expected to result in a Material Adverse
Effect. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.14.
<U>Appraisals</U>. At any time that any Administrative Agent requests, the
Borrowers will provide, at their sole cost and expense, such Administrative
Agent with appraisals or updates thereof of their Inventory, Equipment and Real
Property from an appraiser selected and engaged by the applicable Administrative
Agent, and prepared on a basis satisfactory to such Administrative Agent, such
appraisals and updates to include, without limitation, information required by
applicable law and regulations; provided, however, that if no Event of Default
has occurred and is continuing, only one such appraisal per calendar year shall
be at the sole expense of the Loan Parties. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.15. <U>Depository
Banks</U>. The UK Borrower and the US Borrowers will maintain the UK
Administrative Agent and the US Administrative Agent, respectively, as its
(their) principal depository bank, including for the maintenance of operating,
administrative, cash management, collection activity, and other deposit accounts
for the conduct of its business. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 5.16. <U>Additional Collateral; Further Assurances</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Subject to
applicable law, SYX and each other Loan Party shall cause each of its
Subsidiaries (if organized under the laws of the United States of America)
formed or acquired after the date of this Agreement in accordance with the terms
of this Agreement to become a Loan Party by executing the Joinder Agreement set
forth as Exhibit E hereto (the "Joinder Agreement"). Upon execution and delivery
thereof, each such Person (i) shall automatically become a Loan Guarantor
hereunder and thereupon shall have all of the rights, benefits, duties, and
obligations in such capacity under the Loan Documents and (ii) will grant Liens
to the applicable Administrative Agents, for the benefit of the such
Administrative Agent and the applicable Lenders, in any property of such Loan
Party which constitutes Collateral, including any parcel of Real Property or
heritable property located in the US or UK owned by any Loan Party.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) SYX and each
other Loan Party (other than the UK Borrower) will cause 100% of the issued and
outstanding Equity Interests of each of its domestic Subsidiaries to be subject
at all times to a first priority, perfected Lien in favor of the US
Administrative Agent pursuant to the terms and conditions of the Loan Documents
or other security documents as the US Administrative Agent shall reasonably
request. SYX will cause 65% of the issued and outstanding Equity Interests of UK
Borrower to be subject at all times to a first priority, perfected Lien in favor
of the US Administrative Agent pursuant to the terms and conditions of the Share
Pledge or other security documents as the US Administrative Agent shall
reasonably request.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) UK Borrower will
cause 100% of the issued and outstanding Equity Interests of each of its
Subsidiaries to be subject at all times to a first priority, perfected Lien (to
the extent that Lien may be granted and perfected by the Debenture or other
document governed by the laws of England, Scotland and Wales) in favor of the UK
Administrative Agent pursuant to the terms and conditions of the Loan Documents
or other security documents as the UK Administrative Agent shall reasonably
request.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Without limiting
the foregoing, SYX will, and will cause each of the other Loan Parties to,
execute and deliver, or cause to be executed and delivered, to the
Administrative Agents such documents, agreements and instruments, and will take
or cause to be taken such further actions (including the filing and recording of
financing statements, fixture filings, mortgages, deeds of trust and other
documents and such other actions or deliveries of the type required by Section
4.01, as applicable), which may be required by law or which any Administrative
Agent may, from time to time, reasonably request to carry out the terms and
conditions of this Agreement and the other Loan Documents and to ensure
perfection and priority of the Liens created or intended to be created by the
Collateral Documents, all at the expense of the Loan Parties.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) If any material
assets (including any Real Property or improvements thereto or any interest
therein) are acquired by any US Borrower or any US Subsidiary thereof that is a
Loan Party after the Effective Date (other than assets constituting Collateral
under the Security Agreement that become subject to the Lien in favor of the US
Administrative Agent upon acquisition thereof), the applicable Borrower will
notify the US Administrative Agent and the Lenders thereof, and, if requested by
the US Administrative Agent or the Required Lenders, the applicable Borrower
will cause such assets to be subjected to a Lien securing the Secured
Obligations and will take, and cause such Subsidiary to take, such actions as
shall be necessary or reasonably requested by the US Administrative Agent to
grant and perfect such Liens, including actions described in paragraph (b) of
this Section, all at the expense of the Loan Parties.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) If any material
assets (including any Real Property or improvements thereto or any interest
therein) are acquired by UK Borrower or any Subsidiary thereof that is a Loan
Party after the Effective Date (other than assets constituting Collateral under
the Debenture that become subject to the Lien in favor of the UK Administrative
Agent upon acquisition thereof), UK Borrower will notify the UK Administrative
Agent and the UK Lenders thereof, and, if requested by the UK Administrative
Agent or the Required UK Lenders, the UK Borrower will cause such assets to be
subjected to a Lien securing the Secured Obligations owed by the UK Borrower and
will take, and cause such Subsidiary to take, such actions as shall be necessary
or reasonably requested by the UK Administrative Agent to grant and perfect such
Liens, including actions described in paragraph (c) of this Section, all at the
expense of the Loan Parties.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 5.17. <U>Full Cash Dominion; Collateral Deposit Account; Lock Boxes,
Collections, Etc.</U></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) All cash, checks
or other similar payments relating to or constituting payments made in respect
of the Collateral will be deposited by the Borrowers into a deposit account
which shall be subject to a Control Agreement (a "Collateral Deposit Account"),
which Collateral Deposit Accounts are identified as such on Schedule 5.17. All
funds deposited into a Collateral Deposit Account will be (a) prior to the
occurrence of a Full Cash Dominion Event, available for withdrawal by Borrowers
and (b) subsequent to the occurrence of a Full Cash Dominion Event, Borrowers
shall have no access to the funds contained in the Collateral Deposit Accounts
and such funds shall be swept on a daily basis into a collection account, in the
name of Chase, maintained by the Borrowers with Chase (the "Collection
Account").</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Following the
occurrence of a Full Cash Dominion Event, each Borrower shall direct all of its
Account Debtors to forward payments directly to a lock box service (the "Lock
Boxes") with the bank(s) set forth in Schedule 5.17, which lock boxes shall be
subject to irrevocable lockbox agreements in the form provided by or otherwise
acceptable to the Administrative Agents and shall be accompanied by an
acknowledgment by the bank where the Lock Box is located of the Lien of the
Administrative Agents granted under the Loan Documents and of irrevocable
instructions to wire all amounts collected therein to the Collection Account (a
"Lock Box Agreement"). The Administrative Agents shall have sole access to the
Lock Boxes at all times and each Borrower shall take all actions necessary to
grant the Administrative Agents such sole access. At no time shall any Borrower
remove any item from the Lock Box or, following the occurrence of a Full Cash
Dominion Event, from a Collateral Deposit Account, without the Administrative
Agents' prior written consent. If any Borrower should refuse or neglect to
notify any Account Debtor to forward payments directly to a Lock Box subject to
a Lock Box Agreement after notice from an Administrative Agent, such
Administrative Agent shall, notwithstanding anything to the contrary be entitled
to make such notification directly to Account Debtor. If notwithstanding the
foregoing instructions, any Borrower receives any proceeds of any Collateral,
such Borrower shall receive such payments as the Administrative Agent's trustee,
and shall immediately deposit all cash, checks or other similar payments related
to or constituting payments made in respect of Collateral received by it to a
Collateral Deposit Account. All funds deposited into any Lock Box subject to a
Lock Box Agreement will be swept on a daily basis into the Collection
Account.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Before opening
or replacing any Collateral Deposit Account or establishing a new Lock Box, each
Borrower shall (a) obtain the Administrative Agents' consent in writing to the
opening of such Collateral Deposit Account or Lock Box, and (b) cause each bank
or financial institution in which it seeks to open (i) a Collateral Deposit
Account, to enter into a Control Agreement with the Administrative Agents in
order to give the Administrative Agents UCC Control of such Collateral Deposit
Account, or (ii) a Lock Box, to enter into a Lock Box Agreement with the
Administrative Agents in order to give the Administrative Agents UCC Control of
the Lock Box. In the case of Collateral Deposit Accounts or Lock Boxes
maintained with Lenders, the terms of such letter shall be subject to the
provisions of this Agreement regarding setoffs.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) The
Administrative Agents shall hold and apply funds received into the Collection
Account as provided by the terms of this Section 5.17(d). All amounts deposited
in the Collection Account shall be deemed received by the Administrative Agents
in accordance with Section 2.17 of the Credit Agreement and shall, after having
been credited in immediately available funds to the Collection Account, be
applied (and allocated) by the Administrative Agents in accordance with Section
2.09 or 2.17(b), as the case may be; provided that, so long as no Event of
Default has occurred and is continuing, collections of the UK Borrower which are
received into the Collection Account, and which exceed the then outstanding
Eurocurrency Loans bearing interest at the Alternate Eurocurrency Base Rate,
shall remain in the Collection Account until the next day on which there is
outstanding a Eurocurrency Loan bearing interest at the Alternate Eurocurrency
Base Rate to which such funds may be applied. The Administrative Agent shall
require all other cash proceeds of the Collateral, which are not required to be
applied to the Obligations pursuant to Section 2.09 or 2.17(b), as the case may
be, to be deposited in a special non-interest bearing cash collateral account
with the Administrative Agent and held there as security for the Secured
Obligations. No Borrower shall have control whatsoever over said cash collateral
account. Any such proceeds of the Collateral shall be applied in the order set
forth in Section 2.17 unless a court of competent jurisdiction shall otherwise
direct. The balance, if any, after all of the Secured Obligations have been
satisfied, shall be deposited by the Administrative Agents into the Borrowers'
general operating account with the applicable Administrative Agent. Each
Borrower shall remain liable for any deficiency if the proceeds of any sale or
disposition of the Collateral are insufficient to pay all Secured Obligations,
including any attorneys' fees and other expenses incurred by Administrative
Agents or any Lender to collect such deficiency.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Each Borrower
recognizes that the amounts evidenced by checks, notes, drafts or any other
items of payment relating to and/or proceeds of Collateral may not be
collectible by the applicable Administrative Agent on the date received. In
consideration of each Administrative Agent's agreement to conditionally credit
the applicable Collateral Deposit Account or Collection Account as of the
Business Day on which such Administrative Agent receives those checks, notes,
drafts or other items of payment, each Borrower agrees that, in computing the
charges under this Agreement, all items of payment shall be deemed applied by
each Administrative Agent on account of the respective Obligations two (2)
Business Days after confirmation to the applicable Administrative Agent by the
bank in which a Lock Box or other account of a Borrower is maintained that such
items of payment have been collected in good funds and finally credited to
Agent's account, provided, however, that if Chase is the bank in which such Lock
Box or other account is maintained, all items of payment shall be deemed applied
by the applicable Administrative Agent on account of the Obligations two (2)
Business Days after such items have been collected in good funds. No
Administrative Agent is required to credit any Collection Account or any other
account maintained for any Borrower for the amount of any item of payment which
is unsatisfactory to such Administrative Agent and the applicable Administrative
Agent may charge any Borrower's account for the amount of any item of payment
which is returned to any Administrative Agent unpaid.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 5.18. <U>Benefit
Plans Payments</U>. The Loan Parties and all ERISA Affiliates shall make all
required contributions under any Foreign Employee Benefit Plan or Plans which,
if not made, could result in a Material Adverse Effect unless such payment is
being contested pursuant to Section 5.05. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE VI. <U>Negative Covenants</U></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Until the Commitments have
expired or terminated and the principal of and interest on each Loan and all
fees, expenses and other amounts payable under any Loan Document have been paid
in full and all Letters of Credit have expired or terminated and all LC
Disbursements shall have been reimbursed, the Loan Parties covenant and agree,
jointly and severally, with the Lenders that: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 6.01. <U>Indebtedness</U>. No Loan Party will, nor will it permit any of its
Subsidiaries to, create, incur or suffer to exist any Indebtedness, except:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) the Secured
Obligations;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Indebtedness
existing on the date hereof and set forth in Schedule 6.01 and extensions,
renewals and replacements of any such Indebtedness in accordance with clause (g)
hereof;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) intercompany
Indebtedness between the Borrowers;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Guarantees by a
Borrower of Indebtedness of any Subsidiary thereof and by any Subsidiary of a
Borrower of Indebtedness of a Borrower or any other Subsidiary of a Borrower,
provided that (i) the Indebtedness so Guaranteed is permitted by this Section
6.01, (ii) Guarantees by a Borrower or any Subsidiary of a Borrower that is a
Loan Party of Indebtedness of any Subsidiary that is not a Loan Party shall be
subject to Section 6.04 and (iii) Guarantees permitted under this clause (d)
shall be subordinated to the Secured Obligations of the applicable Subsidiary on
the same terms as the Indebtedness so Guaranteed is subordinated to the Secured
Obligations;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Indebtedness of
any Borrower to any Subsidiary thereof and of any such Subsidiary to a Borrower
or any other Subsidiary of a Borrower; provided that Indebtedness of any
Subsidiary that is not a Loan Party owing to any Loan Party shall be subject to
Section 6.04;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Indebtedness of
a Borrower or any Subsidiary of a Borrower incurred to finance the acquisition,
construction or improvement of any fixed or capital assets (whether or not
constituting purchase money Indebtedness), including Capital Lease Obligations
and any Indebtedness assumed in connection with the acquisition of any such
assets or secured by a Lien on any such assets prior to the acquisition thereof
(but excluding Indebtedness incurred in connection with a Permitted
Acquisition), and extensions, renewals and replacements of any such Indebtedness
in accordance with clause (h) hereof; provided that (i) such Indebtedness is
incurred prior to or within 90 days after such acquisition or the completion of
such construction or improvement and (ii) the aggregate principal amount of
Indebtedness permitted by this clause (f) shall be subject to Section
6.12;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Indebtedness of
a Borrower or any Subsidiary of a Borrower incurred in connection with a
Permitted Acquisition (including, without limitation, any Indebtedness of the
Person to be acquired which is assumed by such Borrower or Subsidiary), and
extensions, renewals and replacements of any such Indebtedness in accordance
with clause (h) hereof; provided that (i) such Indebtedness is incurred as of
the effective date of such Permitted Acquisition, (ii) the aggregate principal
amount of Indebtedness permitted by this clause (g) shall not exceed the sum of
$5,000,000 in any fiscal year and (iii) the aggregate principal amount of
Indebtedness permitted by this clause (g) shall be subject to Section
6.12;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) Indebtedness
which represents an extension, refinancing, or renewal of any of the
Indebtedness described in clauses (b), (f), (g) and (k) hereof; provided that,
(i) the principal amount or interest rate of such Indebtedness is not increased,
(ii) any Liens securing such Indebtedness are not extended to any additional
property of any Loan Party, (iii) no Loan Party that is not originally obligated
with respect to repayment of such Indebtedness is required to become obligated
with respect thereto, (iv) such extension, refinancing or renewal does not
result in a shortening of the average weighted maturity of the Indebtedness so
extended, refinanced or renewed, (v) the terms of any such extension,
refinancing, or renewal are not less favorable to the obligor thereunder than
the original terms of such Indebtedness and (vi) if the Indebtedness that is
refinanced, renewed, or extended was subordinated in right of payment to the
Secured Obligations, then the terms and conditions of the refinancing, renewal,
or extension Indebtedness must include subordination terms and conditions that
are at least as favorable to the Administrative Agents and the Lenders as those
that were applicable to the refinanced, renewed, or extended
Indebtedness;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) Indebtedness
owed to any person providing workers' compensation, health, disability or other
employee benefits or property, casualty or liability insurance, pursuant to
reimbursement or indemnification obligations to such person, in each case
incurred in the ordinary course of business;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) Indebtedness of
any Borrower or any Subsidiary thereof in respect of performance bonds, bid
bonds, appeal bonds, surety bonds and similar obligations, in each case provided
in the ordinary course of business; and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) other unsecured
Indebtedness in an aggregate principal amount not exceeding $1,000,000 at any
time outstanding.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.02. <U>Liens</U>.
No Loan Party will, nor will it permit any of its Subsidiaries to, create,
incur, assume or permit to exist any Lien on any property or asset now owned or
hereafter acquired by it, or assign or sell any income or revenues (including
accounts receivable) or rights in respect of any thereof, except: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Liens created
under the Loan Documents;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) (x) Permitted
Encumbrances and (y) Liens securing the unpaid purchase price incurred by any
Loan Party in connection with a Permitted Acquisition; provided that (i) such
Lien shall not encumber any property or asset of such Loan Party other such
property or asset acquired in connection with the subject Permitted Acquisition
and (ii) such Lien shall secure only Indebtedness which it secures on the
effective date of the subject Permitted Acquisition and only to the extent that
such Indebtedness was incurred in compliance with the limitations of this
Agreement;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) any Lien on any
property or asset of any Borrower or any Subsidiary existing on the date hereof
and set forth in Schedule 6.02; provided that (i) such Lien shall not apply to
any other property or asset of such Borrower or Subsidiary and (ii) such Lien
shall secure only those obligations which it secures on the date
hereof;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) Liens on fixed
or capital assets acquired, constructed or improved by a Borrower or any
Subsidiary; provided that (i) such security interests secure Indebtedness
permitted by clause (f) of Section 6.01, (ii) such security interests and the
Indebtedness secured thereby are incurred prior to or within 90 days after such
acquisition or the completion of such construction or improvement, (iii) the
Indebtedness secured thereby does not exceed the cost of acquiring, constructing
or improving such fixed or capital assets and (iv) such security interests shall
not apply to any other property or assets of any Borrower or Subsidiary
thereof;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) any Lien
existing on any property or asset (other than Accounts and Inventory) prior to
the acquisition thereof by a Borrower or any Subsidiary or existing on any
property or asset (other than Accounts and Inventory) of any Person that becomes
a Loan Party after the date hereof prior to the time such Person becomes a Loan
Party; provided that (i) such Lien is not created in contemplation of or in
connection with such acquisition or such Person becoming a Loan Party, as the
case may be, (ii) such Lien shall not apply to any other property or assets of
the Loan Party and (iii) such Lien shall secure only those obligations which it
secures on the date of such acquisition or the date such Person becomes a Loan
Party, as the case may be;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) Liens of a
collecting bank arising in the ordinary course of business under Section 4-208
of the Uniform Commercial Code in effect in the relevant jurisdiction covering
only the items being collected upon;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) Liens granted by
a Subsidiary of a Borrower that is not a Loan Party in favor of a Borrower or
another Loan Party in respect of Indebtedness owed by such
Subsidiary.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) Notwithstanding
the foregoing, none of the Liens permitted pursuant to this Section 6.02 may at
any time attach to any Loan Party's (1) Accounts, other than those permitted
under clause (a) of the definition of Permitted Encumbrance and clause (a)
above, and (2) Inventory, other than those permitted under clauses (a) and (b)
of the definition of Permitted Encumbrance and clause (a) above.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 6.03. <U>Fundamental Changes</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) No Loan Party
will, nor will it permit any of its Subsidiaries to, merge into or consolidate
with any other Person, or permit any other Person to merge into or consolidate
with it, or liquidate or dissolve (other than a dissolution of TMGLLC), except
that, if at the time thereof and immediately after giving effect thereto, no
Event of Default shall have occurred and be continuing: (i) any Subsidiary of a
Borrower may merge into or amalgamate with such Borrower in a transaction in
which such Borrower is the surviving corporation and (ii) any Loan Party (other
than a Borrower) may merge into any Loan Party in a transaction in which the
surviving or amalgamated entity is a Loan Party.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) No Loan Party
will, nor will it permit any of its Subsidiaries to, engage in any business
other than businesses of the type conducted by SYX and its Consolidated
Subsidiaries on the date of execution of this Agreement and businesses
reasonably related thereto.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.04.
<U>Investments, Loans, Advances, Guarantees and Acquisitions</U>. No Loan Party
will, nor will it permit any of its Subsidiaries to, purchase, hold or acquire
(including pursuant to any merger with any Person that was not a Loan Party and
a wholly owned Subsidiary prior to such merger) any capital stock, evidences of
indebtedness or other securities (including any option, warrant or other right
to acquire any of the foregoing) of, make or permit to exist any loans or
advances to, Guarantee any obligations of, or make or permit to exist any
investment or any other interest in, any other Person, or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person constituting a business unit (whether through purchase of assets, merger
or otherwise), except: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Permitted
Investments, subject to control agreements in favor of the Administrative Agents
for the benefit of the Lenders or otherwise subject to a perfected security
interest in favor of the applicable Administrative Agent for the benefit of the
applicable Lenders;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) investments in
existence on the date of this Agreement and described in Schedule
6.04;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) investments by SYX in the Borrowers and by the Borrowers and their
respective Subsidiaries in Equity Interests in their respective Subsidiaries,
provided that (A) any such Equity Interests held by a Loan Party shall be
pledged pursuant to the Security Agreement (or the Debenture, as applicable) (to
the extent required pursuant to the applicable provisions of Section 5.16(b) and
(c)) and (B) the aggregate amount of investments by Loan Parties in Subsidiaries
that are not Loan Parties shall not exceed, together with (x) any such
investments described in Schedule 6.04, (y) outstanding intercompany loans
and/or advances permitted under clause (B) to the proviso to Section 6.04(d) and
(z) outstanding Guarantees permitted under the proviso to Section 6.04(e), the
sum of $50,000,000 in the aggregate at any time outstanding (in each case
determined without regard to any write-downs or write-offs);</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) loans or
advances made by a Borrower to any Subsidiary thereof and made by any Subsidiary
to any Borrower or any other Subsidiary, provided that (A) any such loans and
advances made by a Loan Party shall be evidenced by a promissory note pledged
pursuant to the Security Agreement (or the Debenture, as applicable) and (B) the
amount of such loans and advances made by Loan Parties to Subsidiaries that are
not Loan Parties shall not exceed, together with (x) any such loans or advances
described in Schedule 6.04, (y) outstanding investments permitted under clause
(B) to the proviso to Section 6.04(c) and (z) outstanding Guarantees permitted
under the proviso to Section 6.04(e), the sum of $50,000,000 in the aggregate at
any time outstanding (in each case determined without regard to any write-downs
or write-offs);</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) Guarantees
constituting Indebtedness permitted by Section 6.01, provided that the aggregate
principal amount of Indebtedness of Subsidiaries that are not Loan Parties that
is Guaranteed by any Loan Party shall not exceed, together with (x) any such
Guarantees described in Schedule 6.04, (y) outstanding investments permitted
under clause (B) to the proviso to Section 6.04(c) and (z) outstanding
intercompany loans and/or advances permitted under clause (B) to the proviso to
Section 6.04(d), the sum of $50,000,000 in the aggregate at any time outstanding
(in each case determined without regard to any write-downs or
write-offs);</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) loans or
advances made by a Loan Party to its employees on an arms-length basis in the
ordinary course of business consistent with past practices for travel and
entertainment expenses, relocation costs and similar purposes up to a maximum of
$500,000 in the aggregate at any one time outstanding;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) subject to
Sections 4.2(a) and 4.4 of the Security Agreement, notes payable, or stock or
other securities issued by Account Debtors to a Loan Party pursuant to
negotiated agreements with respect to settlement of such Account Debtor's
Accounts in the ordinary course of business, consistent with past
practices;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) investments in
the form of Swap Agreements permitted by Section 6.07;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) investments of
any Person existing at the time such Person becomes a Subsidiary of a Borrower
or consolidates or merges with a Borrower or any of its Subsidiaries (including
in connection with a Permitted Acquisition) so long as such investments were not
made in contemplation of such Person becoming a Subsidiary or of such
merger;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) investments
received in connection with the dispositions of assets permitted by Section
6.05;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) investments
constituting deposits described in clauses (c) and (d) of the definition of the
term "Permitted Encumbrances; and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) Permitted
Acquisitions may be made subject to the requirements contained in the definition
of Permitted Acquisition.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.05. <U>Asset
Sales</U>. No Loan Party will, nor will it permit any of its Subsidiaries to,
sell, transfer, lease or otherwise dispose of any asset, including any Equity
Interest owned by it, nor will any Borrower permit any of its Subsidiaries to
issue any additional Equity Interest in such Subsidiary (other than to a
Borrower or another Subsidiary thereof in compliance with Section&#160;6.04),
except: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) sales, transfers
and dispositions of (i) inventory in the ordinary course of business and (ii)
used, obsolete, worn out or surplus equipment or property in the ordinary course
of business;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) sales, transfers
and dispositions to a Borrower or any Subsidiary, provided that any such sales,
transfers or dispositions involving a Subsidiary that is not a Loan Party shall
be made in compliance with Section 6.09;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) sales, transfers
and dispositions of accounts receivable in connection with the compromise,
settlement or collection thereof;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) sales, transfers
and dispositions of investments permitted by clauses (i) and (k) of Section
6.04;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) dispositions
resulting from any casualty or other insured damage to, or any taking under
power of eminent domain or by condemnation or similar proceeding of, any
property or asset of a Borrower or any Subsidiary thereof;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) issuance of
shares of stock of PCS to employees of or consultants to PCS provided that no
more than an aggregate of 35% of the equity of PCS shall be issued and
outstanding to such employees and consultants at any time; and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) sales, transfers
and other dispositions of assets (other than Equity Interests in a Subsidiary of
a Borrower unless all Equity Interests in such Subsidiary are sold) that are not
permitted by any other paragraph of this Section, provided that the aggregate
fair market value of all assets sold, transferred or otherwise disposed of in
reliance upon this paragraph (g) shall not exceed $250,000 during any fiscal
year of the Borrower;</FONT></P>

<P><FONT SIZE=3>provided that all sales, transfers, leases and other
dispositions permitted hereby (other than those permitted by paragraphs&#160;(b)
and (e) above) shall be made for fair value and for at least 75% cash
consideration. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.06. <U>Sale and
Leaseback Transactions</U>. No Loan Party will, nor will it permit any of its
Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it
shall sell or transfer any property, real or personal, used or useful in its
business, whether now owned or hereafter acquired, and thereafter rent or lease
such property or other property that it intends to use for substantially the
same purpose or purposes as the property sold or transferred. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.07. <U>Swap
Agreements</U>. No Loan Party will, nor will it permit any of its Subsidiaries
to, enter into any Swap Agreement, except (a) Swap Agreements entered into to
hedge or mitigate risks to which a Borrower or any Subsidiary thereof has actual
exposure (other than those in respect of Equity Interests of a Borrower or any
of its Subsidiaries), and (b) Swap Agreements entered into in order to
effectively cap, collar or exchange interest rates (from fixed to floating
rates, from one floating rate to another floating rate or otherwise) with
respect to any interest-bearing liability or investment of a Borrower or any
Subsidiary thereof. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 6.08. <U>Restricted Payments; Certain Payments of Indebtedness</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) No Loan Party
will, nor will it permit any of its Subsidiaries to, declare or make, or agree
to pay or make, directly or indirectly, any Restricted Payment, or incur any
obligation (contingent or otherwise) to do so, except (i) SYX may declare and
pay dividends with respect to its common stock payable solely in additional
shares of its common stock, and, with respect to its preferred stock, payable
solely in additional shares of such preferred stock or in shares of its common
stock, (ii) Subsidiaries may declare and pay dividends ratably with respect to
their Equity Interests, and (iii) the Borrowers may make Restricted Payments
pursuant to and in accordance with stock compensation plans or other benefit
plans for management or employees of SYX and its Consolidated
Subsidiaries.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) No Loan Party
will, nor will it permit any of its Subsidiaries to, make or agree to pay or
make, directly or indirectly, any payment or other distribution (whether in
cash, securities or other property) of or in respect of principal of or interest
on any Indebtedness, or any payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Indebtedness, except:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
payment of Indebtedness created under the Loan Documents;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) payment of
regularly scheduled interest and principal payments as and when due in respect
of any Indebtedness, other than payments in respect of Indebtedness, if any,
prohibited by the subordination provisions thereof;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) refinancings
of Indebtedness to the extent permitted by Section 6.01; and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv) payment of
secured Indebtedness that becomes due as a result of the voluntary sale or
transfer of the property or assets securing such Indebtedness.</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.09.
<U>Transactions with Affiliates</U>. No Loan Party will, nor will it permit any
of its Subsidiaries to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates, except
(a) transactions that (i)&#160;are in the ordinary course of business and
(ii)&#160;are at prices and on terms and conditions not less favorable to such
Loan Party or Subsidiary than could be obtained on an arm's-length basis
from unrelated third parties, (b)&#160;transactions between or among any
Borrower and any Subsidiary thereof that is a Loan Party not involving any other
Affiliate, (c)&#160;any investment permitted by Sections&#160;6.04(c) or
6.04(d), (d) any Indebtedness permitted under Section 6.01(c), (e)&#160;any
Restricted Payment permitted by Section&#160;6.08, (f)&#160;loans or advances to
employees permitted under Section&#160;6.04, (g) the payment of reasonable fees
to directors of SYX who are not employees of such Borrower or any Subsidiary
thereof, and compensation and employee benefit arrangements paid to, and
indemnities provided for the benefit of, directors, officers or employees of SYX
or its Subsidiaries in the ordinary course of business and (h) any issuances of
securities or other payments, awards or grants in cash, securities or otherwise
pursuant to, or the funding of, employment agreements, stock compensation and
stock ownership plans approved by the board of directors of SYX or its
designated committees (or, as to any such agreements or plans involving
Subsidiaries of SYX, approved by the board of each such Subsidiary). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.10.
<U>Restrictive Agreements</U>. No Loan Party will, nor will it permit any of its
Subsidiaries to, directly or indirectly, enter into, incur or permit to exist
any agreement or other arrangement that prohibits, restricts or imposes any
condition upon (a) the ability of such Loan Party or any of its Subsidiaries to
create, incur or permit to exist any Lien upon any of its property or assets, or
(b) the ability of such Subsidiary to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to a Borrower or any other Subsidiary thereof or to Guarantee Indebtedness of a
Borrower or any other Subsidiary; <U>provided</U> that (i) the foregoing shall
not apply to restrictions and conditions imposed by law or by any Loan Document,
(ii) the foregoing shall not apply to restrictions and conditions existing on
the date hereof identified on <U>Schedule 6.10</U> (but shall apply to any
extension or renewal of, or any amendment or modification expanding the scope
of, any such restriction or condition), (iii) the foregoing shall not apply to
customary restrictions and conditions contained in agreements relating to the
sale of a Subsidiary pending such sale, provided such restrictions and
conditions apply only to the Subsidiary that is to be sold and such sale is
permitted hereunder, (iv) clause (a) of the foregoing shall not apply to
restrictions or conditions imposed by any agreement relating to secured
Indebtedness permitted by this Agreement if such restrictions or conditions
apply only to the property or assets securing such Indebtedness and (v) clause
(a) of the foregoing shall not apply to customary provisions in leases
restricting the assignment thereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.11. <U>Amendment
of Material Documents</U>. No Loan Party will, nor will it permit any of its
Subsidiaries to, amend, modify or waive any of its rights under
(a)&#160;&#160;its certificate of incorporation, by-laws, operating, management
or partnership agreement or other organizational documents or (b) any
floorplanning arrangement with respect to the Inventory of any Borrower or any
mortgage in respect of the Suwanee Real Property (and any other documents
entered into in connection with such mortgage), to the extent any such
amendment, modification or waiver would be adverse to the Lenders. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 6.12. <U>Capital Expenditures</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) The Loan Parties
shall not incur or make any Capital Expenditures, together with payments of
Indebtedness incurred under Section 6.01(f), during the fiscal year ending
December 31, 2005 in an amount exceeding $16,000,000.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The amount of
any Capital Expenditures permitted to be made in respect of any fiscal year
after the fiscal year ending December 31, 2005 shall be increased from the limit
imposed for the prior fiscal year by the lesser of (i) $2,000,000 and (ii) the
unused amount of Capital Expenditures that were permitted to be made during the
immediately preceding fiscal year pursuant to Section 6.12(a), without giving
effect to any carryover amount. Capital Expenditures in any fiscal year shall be
deemed to use first, the amount for such fiscal year set forth in Section
6.12(a) and, second, any amount carried forward to such fiscal year pursuant to
this Section 6.12(b).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.13. <U>Fixed
Charge Coverage Ratio</U>. Commencing with the last day of the fiscal quarter
during which Borrowing Base Availability for the first time during the term
hereof is less than Twenty Million Dollars ($20,000,000), and as of the last day
of each fiscal quarter thereafter, the Fixed Charge Coverage Ratio shall not be
less than the ratio of 1.25 to 1.00. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.14.
<U>Floorplanning</U>. The Loan Parties shall not, nor will they permit their
Subsidiaries to, enter into any floorplanning arrangements with respect to the
Inventory of any Borrower which involves the granting of a Lien on any
Collateral unless the floorplan provider has entered into an intercreditor
agreement with the applicable Administrative Agent on terms and conditions
satisfactory to such Administrative Agent in its sole discretion. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.15. <U>Centre of
Main Interest</U>. The UK Borrower shall not without the prior written consent
of the UK Administrative Agent, transfer or allow to change its registered
office or, its Centre of Main Interests, or maintain an Establishment in any
jurisdiction other than England, Scotland and Wales. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 6.16.
<U>Leases</U>. No Loan Party will, nor will it permit any of its Subsidiaries
to, enter as lessee into any lease arrangement for real or personal property
except: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
leases which are capitalized and permitted under Sections 6.05 and 6.12;<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) leases
outstanding on the Effective Date and reflected on Schedule 6.16 and renewals
and replacements thereof which do not materially increase the obligations of the
respective Borrowers (which, in the case of leases, shall mean any increase in
excess of 10% per annum); and<BR>
<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) operating
leases entered into in the ordinary course of business, other than as set forth
in subsections (i) and (ii) above, if after giving effect thereto, aggregate
annual rental payments for operating leases would not exceed $1,500,000 in any
one fiscal year.</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE VII. <U>Events of Default</U></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If any of the following events ("Events of Default") shall occur:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) any Borrower
shall fail to pay any principal of any Loan or any reimbursement obligation in
respect of any LC Disbursement when and as the same shall become due and
payable, whether at the due date thereof or at a date fixed for prepayment
thereof or otherwise;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) any Borrower
shall fail to pay any interest on any Loan or any fee or any other amount
payable under this Agreement, when and as the same shall become due and
payable;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) any
representation or warranty made or deemed made by or on behalf of any Borrower
or any other Loan Party in or in connection with this Agreement or any Loan
Document or any amendment or modification thereof or waiver thereunder, or in
any report, certificate, financial statement or other document furnished
pursuant to or in connection with this Agreement or any Loan Document or any
amendment or modification thereof or waiver thereunder, shall prove to have been
materially incorrect when made or deemed made;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) any Loan Party
shall fail to observe or perform any covenant, condition or agreement contained
in Section 5.02(a), 5.03 (with respect to a Loan Party's existence) or 5.08 or
in Article VI;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) any Loan Party
shall fail to observe or perform any covenant, condition or agreement contained
in this Agreement (other than those which constitute a default under another
Section of this Article), and such failure shall continue unremedied for a
period of (i) five days after the earlier of the occurrence of such breach or
receipt of notice of such breach from either Administrative Agent to the
applicable Borrowing Agent (which notice will be given at the request of any
Lender) if such breach relates to terms or provisions of Section 5.01, 5.02
(other than Section 5.02(a)), 5.03 through 5.06, 5.09, 5.10 or 5.12 of this
Agreement or (ii) 15 days after the earlier of the occurrence of such breach or
receipt of notice of such breach from either Administrative Agent (which notice
will be given at the request of any Lender) if such breach relates to terms or
provisions of any other Section of this Agreement;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) any Loan Party
or any Subsidiary thereof shall fail to make any payment (whether of principal
or interest and regardless of amount) in respect of any Material Indebtedness,
when and as the same shall become due and payable;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) any event or
condition occurs that results in any Material Indebtedness becoming due prior to
its scheduled maturity or that enables or permits (with or without the giving of
notice, the lapse of time or both) the holder or holders of any Material
Indebtedness or any trustee or agent on its or their behalf to cause any
Material Indebtedness to become due, or to require the prepayment, repurchase,
redemption or defeasance thereof, prior to its scheduled maturity; provided that
this clause (g) shall not apply to secured Indebtedness that becomes due as a
result of the voluntary sale or transfer of the property or assets securing such
Indebtedness;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) an involuntary
proceeding shall be commenced or an involuntary petition shall be filed seeking
(i) liquidation, reorganization or other relief in respect of a Loan Party or
any Subsidiary of any Loan Party or its debts, or of a substantial part of its
assets, under any Federal, state or foreign bankruptcy, administrator,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for any Loan Party or any Subsidiary of any Loan Party or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) any Loan Party
or any Subsidiary of any Loan Party shall (i) voluntarily commence any
proceeding or file any petition seeking liquidation, reorganization or other
relief under any Federal, state or foreign bankruptcy, insolvency, receivership
or similar law now or hereafter in effect, (ii) consent to the institution of,
or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for such Loan Party or Subsidiary of any Loan Party or for a
substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) any Loan Party
or any Subsidiary of any Loan Party shall become unable, admit in writing its
inability or fail generally to pay its debts as they become due, or the value of
the assets of any Loan Party or any Subsidiary of any loan Party is less than
its liabilities or a moratorium is declared in respect of any indebtedness of
such party;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k) (i) one or more
judgments for the payment of money in an aggregate amount in excess of $500,000
(or its equivalent) (and which is not fully covered (excluding any customary
deductible) by insurance) shall be rendered against any Loan Party, any
Subsidiary of any Loan Party or any combination thereof, and the same shall
remain undischarged for a period of 30 consecutive days during which execution
shall not be effectively stayed; (ii) any action shall be legally taken by a
judgment creditor to attach or levy upon any assets of any Loan Party or any
Subsidiary of any Loan Party to enforce any such judgment described in subclause
(i) of this clause (k); (iii) any Loan Party or any Subsidiary of any Loan Party
shall fail within 30 days to discharge one or more non-monetary judgments or
orders which, individually or in the aggregate, could reasonably be expected to
have a Material Adverse Effect, which judgments or orders, in any such case, are
not stayed on appeal or otherwise being appropriately contested in good faith by
proper proceedings diligently pursued; (iv) notwithstanding the forgoing
subclauses of this clause (k), in respect of any assets of the UK Borrower or
any Subsidiary thereof, any expropriation, attachment, sequestration, distress
or diligence or execution affects any asset or assets of the UK Borrower or any
Subsidiary thereof and is not discharged within a period of 14 consecutive
days;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) an ERISA or
Foreign Pension Plan Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA or Foreign Pension
Plan Events that have occurred, could reasonably be expected to result in a
Material Adverse Effect;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) a Change in
Control shall occur;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) the occurrence
of any "default", as defined in any Loan Document (other than this Agreement) or
the breach of any of the terms or provisions of any Loan Document (other than
this Agreement), which default or breach continues beyond any period of grace
therein provided;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) the Loan
Guaranty shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of the Loan
Guaranty, or any Loan Guarantor shall fail to comply with any of the terms or
provisions of the Loan Guaranty to which it is a party, or any Loan Guarantor
shall deny that it has any further liability under the Loan Guaranty to which it
is a party, or shall give notice to such effect;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(p) any Collateral
Document shall for any reason fail to create a valid and perfected first
priority security interest in any Collateral purported to be covered thereby,
except as permitted by the terms of any Collateral Document, or any Collateral
Document shall fail to remain in full force or effect or any action shall be
taken to discontinue or to assert the invalidity or unenforceability of any
Collateral Document, or any Loan Party shall fail to comply with any of the
terms or provisions of any Collateral Document;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(q) any material
provision of any Loan Document for any reason ceases to be valid, binding and
enforceable in accordance with its terms (or any Loan Party shall challenge the
enforceability of any Loan Document or shall assert in writing, or engage in any
action or inaction based on any such assertion, that any provision of any of the
Loan Documents has ceased to be or otherwise is not valid, binding and
enforceable in accordance with its terms);</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(r) any Loan Party
is convicted under any law that may reasonably be expected to lead to a
forfeiture of any property of such Loan Party having a fair market value in
excess of $500,000;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(s) any corporation
action, legal proceedings or other procedure or step is taken in relation to the
UK Borrower to (i) the suspension of payments, a moratorium of any indebtedness,
winding-up, dissolution, administration or reorganization (by way of voluntary
arrangement, scheme or arrangement or otherwise) of the UK Borrower other than a
solvent liquidation; (ii) a composition, assignment or arrangement with any
creditor, or (ii) the appointment of a liquidator, receiver, administrative
receiver, judicial factor, trustee in bankruptcy, compulsory manager or other
office in respect of the UK Borrower or its assets;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(t) any other event
or condition shall occur or exist which, in the reasonable judgment of any
Administrative Agent, would reasonably be expected to have a Material Adverse
Effect on SYX, the UK Borrower or on the Borrowers taken as a whole, the
Collateral or the Administrative Agents' Liens thereon or the practical
realization of the benefits of Administrative Agents' and Lenders' rights and
remedies hereunder; or</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(u) any material
damage to, or loss, theft or destruction of, any material Collateral, whether or
not insured, or any strike, lockout, labor dispute, embargo, condemnation,
natural disaster or public enemy, or other casualty which causes, for more than
thirty (30) consecutive days beyond the coverage period of any applicable
business interruption insurance, the cessation or substantial curtailment of
revenue producing activities at any facility of any Borrower if any such event
or circumstance would reasonably be likely to have a Material Adverse Effect on
SYX, UK Borrower or on the Borrowers taken as a whole, the Collateral or the
Administrative Agents' Liens thereon or the practical realization of the
benefits of Administrative Agents' and Lenders' rights and remedies
hereunder</FONT></P>

<P><FONT SIZE=3>then, and in every such event (other than an event with respect
to a Borrower described in clause (h), (i) or (s) of this Article), and at any
time thereafter during the continuance of such event, the US Administrative
Agent may, and at the request of the Required Lenders shall, by notice to the
Borrowers, take either or both of the following actions, at the same or
different times:&#160;&#160;(i)&#160;terminate the Commitments, and thereupon
the Commitments shall terminate immediately, and (ii)&#160;declare the Loans
then outstanding to be due and payable in whole (or in part, in which case any
principal not so declared to be due and payable may thereafter be declared to be
due and payable), and thereupon the principal of the Loans so declared to be due
and payable, together with accrued interest thereon and all fees and other
obligations of the Borrowers accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by each of the Borrowers; and in case of any
event with respect to the Borrower described in clause (h) or (i) of this
Article, the Commitments shall automatically terminate and the principal of the
Loans then outstanding, together with accrued interest thereon and all fees and
other obligations of the Borrowers accrued hereunder, shall automatically become
due and payable, without presentment, demand, protest or other notice of any
kind, all of which are hereby waived by the Borrowers. Upon the occurrence and
the continuance of an Event of Default, either Administrative Agent may, and at
the request of the applicable Required Lenders shall, exercise any rights and
remedies provided to such Administrative Agent under the Loan Documents or at
law or equity, including all remedies provided under the UCC and any other
relevant jurisdiction. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE VIII. <U>The Administrative Agents</U></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each of the Lenders and
each Issuing Bank hereby irrevocably appoints each of the Administrative Agents
as its agent and authorizes the Administrative Agents to take such actions on
its behalf, including execution of the other Loan Documents to which an
Administrative Agent is a party, and to exercise such powers as are delegated to
each such Administrative Agent, respectively, by the terms of the Loan
Documents, together with such actions and powers as are reasonably incidental
thereto. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each bank serving as an
Administrative Agent hereunder shall have the same rights and powers in its
capacity as a Lender as any other Lender and may exercise the same as though it
were not an Administrative Agent, and such bank and its Affiliates may accept
deposits from, lend money to and generally engage in any kind of business with
the Loan Parties or any Subsidiary of a Loan Party or other Affiliate thereof as
if it were not an Administrative Agent hereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No Administrative Agent
shall have any duties or obligations except those expressly set forth in the
Loan Documents. Without limiting the generality of the foregoing, (a) an
Administrative Agent shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing,
(b)&#160;an Administrative Agent shall not have any duty to take any
discretionary action or exercise any discretionary powers, except discretionary
rights and powers expressly contemplated by the Loan Documents that such
Administrative Agent is required to exercise in writing as directed by the
Required Lenders (or such other number or percentage of the Lenders as shall be
necessary under the circumstances as provided in Section 9.02), and (c) except
as expressly set forth in the Loan Documents, such Administrative Agent shall
not have any duty to disclose, and shall not be liable for the failure to
disclose, any information relating to any Loan Party or any of its Subsidiaries
that is communicated to or obtained by the bank serving as an Administrative
Agent or any of its Affiliates in any capacity. An Administrative Agent shall
not be liable for any action taken or not taken by it with the consent or at the
request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary under the circumstances as provided in
Section&#160;9.02) or in the absence of its own gross negligence or willful
misconduct. An Administrative Agent shall be deemed not to have knowledge of any
Default unless and until written notice thereof is given to such Administrative
Agent by a Borrower or a Lender, and the Administrative Agents shall not be
responsible for or have any duty to ascertain or inquire into (i)&#160;any
statement, warranty or representation made in or in connection with any Loan
Document, (ii)&#160;the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection with any Loan Document,
(iii)&#160;the performance or observance of any of the covenants, agreements or
other terms or conditions set forth in any Loan Document, (iv)&#160;the
validity, enforceability, effectiveness or genuineness of any Loan Document or
any other agreement, instrument or document, (v) the creation, perfection or
priority of Liens on the Collateral or the existence of the Collateral, or
(vi)&#160;the satisfaction of any condition set forth in Article&#160;IV or
elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to such Administrative Agent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Administrative Agent
shall be entitled to rely upon, and shall not incur any liability for relying
upon, any notice, request, certificate, consent, statement, instrument, document
or other writing believed by it to be genuine and to have been signed or sent by
the proper Person. Each Administrative Agent also may rely upon any statement
made to it orally or by telephone and believed by it to be made by the proper
Person, and shall not incur any liability for relying thereon. Each
Administrative Agent may consult with legal counsel (who may be counsel for the
Borrowers), independent accountants and other experts selected by it, and shall
not be liable for any action taken or not taken by it in accordance with the
advice of any such counsel, accountants or experts. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Administrative Agent
may perform any and all its duties and exercise its rights and powers by or
through any one or more sub-agents appointed by each Administrative Agent. Each
Administrative Agent and any such sub-agent may perform any and all its duties
and exercise its rights and powers through their respective Related Parties. The
exculpatory provisions of the preceding paragraphs shall apply to any such
sub-agent and to the Related Parties of (i) each Administrative Agent and (ii)
any such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as an Administrative Agent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the appointment
and acceptance of a successor Administrative Agent as provided in this
paragraph, an Administrative Agent may resign at any time by notifying the
Lenders, the other Administrative Agents, the Issuing Banks and the Borrowing
Agents. Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrowing Agents, to appoint a successor. If no successor
shall have been so appointed by the Required Lenders and shall have accepted
such appointment within 30&#160;days after the retiring Administrative Agent
gives notice of its resignation, then such retiring Administrative Agent may, on
behalf of the Lenders and the Issuing Banks, appoint a successor Administrative
Agent which shall be a commercial bank with an office in New York, New York
and/or a successor UK Administrative Agent which shall be a commercial bank with
an office in London, England, as applicable, or an Affiliate of any such
commercial bank. Upon the acceptance of its appointment as Administrative Agent
hereunder by a successor, such successor shall succeed to and become vested with
all the rights, powers, privileges and duties of the retiring Administrative
Agent, and such retiring Administrative Agent shall be discharged from its
duties and obligations hereunder. The fees payable by the Borrowers to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrowers and such successor.
After an Administrative Agent's resignation hereunder, the provisions of
this Article and Section&#160;9.03 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub-agents and their respective Related
Parties in respect of any actions taken or omitted to be taken by any of them
while it was acting as an Administrative Agent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Lender acknowledges
that it has, independently and without reliance upon the Administrative Agents
or any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon the Administrative Agents or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or related agreement or any
document furnished hereunder or thereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Lender hereby agrees
that (a) it has requested a copy of each Report prepared by or on behalf of any
Administrative Agent; (b) each Administrative Agent (i) makes no representation
or warranty, express or implied, as to the completeness or accuracy of any
Report or any of the information contained therein or any inaccuracy or omission
contained in or relating to a Report and (ii) shall not be liable for any
information contained in any Report; (c) the Reports are not comprehensive
audits or examinations, and that any Person performing any field examination
will inspect only specific information regarding the Loan Parties and will rely
significantly upon the Loan Parties' books and records, as well as on
representations of the Loan Parties' personnel and that the Administrative
Agents undertake no obligation to update, correct or supplement the Reports; (d)
it will keep all Reports confidential and strictly for its internal use, not
share the Report with any Person except as otherwise permitted pursuant to this
Agreement; and (e) without limiting the generality of any other indemnification
provision contained in this Agreement,&#160;it will pay and protect, and
indemnify, defend, and hold each Administrative Agent and any such other Person
preparing a Report harmless from and against, the claims, actions, proceedings,
damages, costs, expenses, and other amounts (including reasonable attorney fees)
incurred by as the direct or indirect result of any third parties who might
obtain all or part of any Report through the indemnifying Lender. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None of the rights or
obligations of any Administrative Agent under any Loan Document may be amended,
supplemented or otherwise modified without the prior written consent of such
Administrative Agent and the Required Lenders. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The UK Borrower has
requested that the UK Administrative Agent provide daily advice on each UK
Business Day setting forth the UK Availability. The UK Administrative Agent
shall not have any liability if it fails to provide such advice on any day. In
addition, to the extent the UK Administrative Agent provides such advice, the UK
Administrative shall not have any liability to any party in connection with such
advice, including but not limited to, whether the information in such advice is
accurate. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The designation of (i) J.P.
Morgan Securities Inc. as "Sole Bookrunner and Sole Lead Arranger",
and (ii) General Electric Capital Corporation and GMAC Commercial Finance LLC as
"Co-Agents" shall not confer upon any of such entities any right,
power, obligation, liability, responsibility or duty under this Agreement.
Without limiting the foregoing, none of the Lenders, or Affiliates thereof, so
identified as a "co-agent", "lead arranger" or
"bookrunner" shall have or be deemed to have any fiduciary
relationship with any Lender. Each Lender acknowledges that it has not relied,
and will not rely, on any of the parties so identified in deciding to enter into
this Agreement or in taking or not taking action hereunder. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE IX. <U>Miscellaneous</U></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.01. <U>Notices</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Except in the
case of notices and other communications expressly permitted to be given by
telephone (and subject to paragraph (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by facsimile, as follows:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if to any Loan Party, to SYX at:</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20%></TD>
<TD WIDTH=80%>Systemax Inc.<BR>
11 Harbor Park Drive<BR>
Port Washington, New York 11050<BR>
Attention:       Steven M. Goldstein, CFO<BR>
Telephone:       516-608-7654<BR>
Facsimile:       516-625-2593<BR>
<BR>
With a copy to:<BR>
<BR>
Stroock &amp; Stroock &amp; Lavan LP<BR>
180 Maiden Lane<BR>
New York, New York 10038-4982<BR>
Attention:       Theodore S. Lynn, Esq.<BR>
Telephone:       212-806-6006<BR>
Facsimile:       212-806-6629</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if to the US Administrative Agent:</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20%></TD>
<TD WIDTH=80%>JPMorgan Chase Bank<BR>
1166 Avenue of the Americas, 16th Floor<BR>
New York, New York 10036<BR>
Attention:       Credit Deputy<BR>
Telephone:       212-899-1187<BR>
Facsimile:       212-899-2929<BR>
<BR>
With a copy to:<BR>
<BR>
Hahn &amp; Hessen LLP<BR>
488 Madison Lane<BR>
New York, New York 10022<BR>
Attention:       Daniel J. Krauss, Esq.<BR>
Telephone:       212-478-7200<BR>
Facsimile:       212-478-7400</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if to the UK Administrative Agent, at:</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20%></TD>
<TD WIDTH=80%>J.P. Morgan Europe Limited<BR>
125 London Wall<BR>
Floor 9<BR>
EC2Y 5AJ<BR>
London, United Kingdom<BR>
Attention:       Stephen Gillies<BR>
Telephone: +44 (0) 207 777 2227<BR>
Fax: +44 (0) 207 777 2630<BR>
<BR>
With a copy to:<BR>
<BR>
JPMorgan Chase Bank<BR>
1166 Avenue of the Americas, 16th Floor<BR>
New York, New York 10036<BR>
Attention:       Credit Deputy<BR>
Telephone:       212-899-1187<BR>
Facsimile:       212-899-2929</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if to the Issuing Bank with respect to Letters of Credit issued for the US
Borrowers, to it at Letters of Credit Department, JPMorgan Chase Bank,
Attention: Christine Siebel (Facsimile Number 718-242-6540);</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v) if
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;to the Issuing Bank, with respect to Letters of Credit issued for the UK
Borrower, at:</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=20%></TD>
<TD WIDTH=80%>J.P. Morgan Europe Limited<BR>
125 London Wall<BR>
Floor 9<BR>
EC2Y 5AJ<BR>
London, United Kingdom<BR>
Attention:       Gareth Watts<BR>
Telephone:       +44 (0) 120 234 3934<BR>
Facsimile:       +44 (0) 120 234 3730</TD>
</TR>
</TABLE>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;if to any other Lender, to it at its address or
facsimile number set forth in its Administrative Questionnaire.</TD>
</TR>
</TABLE>
<BR>


<P><FONT SIZE=3>All such notices and other communications (i) sent by hand or
overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received or (ii) sent by facsimile shall be
deemed to have been given when sent, provided that if not given during normal
business hours for the recipient, shall be deemed to have been given at the
opening of business on the next Business Day for the recipient. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Notices and
other communications to the Lenders hereunder may be delivered or furnished by
electronic communications (including e-mail and internet or intranet websites)
pursuant to procedures approved by the respective Administrative Agent; provided
that the foregoing shall not apply to notices pursuant to Article II unless
otherwise agreed by the applicable Administrative Agent and the applicable
Lender. An Administrative Agent or either Borrowing Agent (on behalf of the Loan
Parties) may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it; provided that approval of such procedures may be
limited to particular notices or communications. All such notices and other
communications (i) sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided that if not given during the normal business
hours of the recipient, such notice or communication shall be deemed to have
been given at the opening of business on the next Business Day for the
recipient, and (ii) posted to an Internet or intranet website shall be deemed
received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (b)(i) of notification that such notice or
communication is available and identifying the website address
therefor.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) Any party hereto
may change its address or facsimile number for notices and other communications
hereunder by notice to the other parties hereto.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.02. <U>Waivers; Amendments</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) No failure or
delay by an Administrative Agent, an Issuing Bank or any Lender in exercising
any right or power hereunder or under any other Loan Document shall operate as a
waiver thereof, nor shall any single or partial exercise of any such right or
power, or any abandonment or discontinuance of steps to enforce such a right or
power, preclude any other or further exercise thereof or the exercise of any
other right or power. The rights and remedies of the Administrative Agents, the
Issuing Bank and the Lenders hereunder and under any other Loan Document are
cumulative and are not exclusive of any rights or remedies that they would
otherwise have. No waiver of any provision of any Loan Document or consent to
any departure by any Loan Party therefrom shall in any event be effective unless
the same shall be permitted by paragraph (b) of this Section, and then such
waiver or consent shall be effective only in the specific instance and for the
purpose for which given. Without limiting the generality of the foregoing, the
making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether an Administrative Agent, any Lender
or the Issuing Bank may have had notice or knowledge of such Default at the
time.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Neither this
Agreement nor any other Loan Document nor any provision hereof or thereof may be
waived, amended or modified except (i) in the case of this Agreement, pursuant
to an agreement or agreements in writing entered into by the Borrowers and the
Required Lenders or, (ii) in the case of any other Loan Document, pursuant to an
agreement or agreements in writing entered into by the Administrative Agent that
is a party thereto and the Loan Party or Loan Parties that are parties thereto,
in each case with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the Commitment of any Lender without the written
consent of such Lender (provided that the Administrative Agents may make
Protective Advances as set forth in Section 2.04), (ii) reduce or forgive the
principal amount of any Loan or LC Disbursement or reduce the rate of interest
thereon, or reduce or forgive any interest or fees payable hereunder, without
the written consent of each Lender directly affected thereby, (iii) postpone any
scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any date for the payment of any interest, fees or other
Obligations payable hereunder, or reduce the amount of, waive or excuse any such
payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender directly affected thereby, (iv) change
Section 2.17(b) or (e) in a manner that would alter the manner in which payments
are shared, without the written consent of each Lender, (v) increase the advance
rates set forth in the definition of Borrowing Base or add new categories of
eligible assets, without the written consent of each Lender, (vi) change any of
the provisions of this Section or the definition of "Required Lenders" or any
other provision of any Loan Document specifying the number or percentage of
Lenders (or Lenders of any Class) required to waive, amend or modify any rights
thereunder or make any determination or grant any consent thereunder, without
the written consent of each Lender, (vii) release any Loan Guarantor from its
obligation under its Loan Guaranty (except as otherwise permitted herein or in
the other Loan Documents), without the written consent of each Lender, or (viii)
except as provided in clauses (d) and (e) of this Section or in any Collateral
Document, release all or substantially all of the Collateral, without the
written consent of each Lender or (ix) effect any waiver, amendment or
modification that by its terms affects the US Lenders only without the prior
written consent of the Required US Lenders, or affects the UK Lenders only
without the prior written consent of the Required UK Lenders or affects the
rights and interests of US Lenders differently than those of UK Lenders, or
affects the rights and interests of UK Lenders differently than those of US
Lenders, without in any such case the prior written consent of the both the
Required US Lenders and the Required UK Lenders, as separate classes; provided
further that no such agreement shall amend, modify or otherwise affect the
rights or duties of any Administrative Agent or Issuing Bank without the prior
written consent of such Administrative Agent or Issuing Bank, as the case may
be. The US Administrative Agent may also amend the Commitment Schedule to
reflect assignments entered into pursuant to Section 9.04.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) The Lenders
hereby irrevocably authorize the Administrative Agents, at their option and in
their sole discretion, to release any Liens granted to the Administrative Agents
by the Loan Parties on any Collateral (i) upon the termination of the all
Commitments, payment and satisfaction in full in cash of all Secured Obligations
(other than Unliquidated Obligations), and the cash collateralization of all
Unliquidated Obligations in a manner satisfactory to each affected Lender, (ii)
constituting property being sold or disposed of if the Loan Party disposing of
such property certifies to the applicable Administrative Agent that the sale or
disposition is made in compliance with the terms of this Agreement (and such
Administrative Agent may rely conclusively on any such certificate, without
further inquiry), (iii) constituting property leased to a Loan Party under a
lease which has expired or been terminated in a transaction permitted under this
Agreement, or (iv) as required to effect any sale or other disposition of such
Collateral in connection with any exercise of remedies of the Administrative
Agents and the Lenders pursuant to Article VII. Except as provided in the
preceding sentence, the Administrative Agents will not release any Liens on
Collateral without the prior written authorization of the Required Lenders;
<U>provided</U> that, the Administrative Agents may in their discretion, release their
Liens on Collateral valued in the aggregate not in excess of $2,500,000 during
any calendar year without the prior written authorization of the Required
Lenders. Any such release shall not in any manner discharge, affect, or impair
the Secured Obligations or any Liens (other than those expressly being released)
upon (or obligations of the Loan Parties in respect of) all interests retained
by the Loan Parties, including the proceeds of any sale, all of which shall
continue to constitute part of the Collateral.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) If, in
connection with any proposed amendment, waiver or consent requiring the consent
of "each Lender" or "each Lender affected thereby," the consent of the Required
Lenders is obtained, but the consent of other necessary Lenders is not obtained
(any such Lender whose consent is necessary but not obtained being referred to
herein as a "<U>Non-Consenting Lender</U>"), then a Borrowing Agent may elect to
replace a Non-Consenting Lender as a Lender party to this Agreement, <U>provided</U>
that, concurrently with such replacement, (i) another bank or other entity which
is reasonably satisfactory to the Borrowing Agents and the Administrative Agents
shall agree, as of such date, to purchase for cash the Loans and other
Obligations due to the Non-Consenting Lender pursuant to an Assignment and
Acceptance and to become a Lender for all purposes under this Agreement and to
assume all obligations of the Non-Consenting Lender to be terminated as of such
date and to comply with the requirements of clause (b) of Section 9.04, and (ii)
the Borrowers shall pay to such Non-Consenting Lender in same day funds on the
day of such replacement (1) all interest, fees and other amounts then accrued
but unpaid to such Non-Consenting Lender by the Borrowers hereunder to and
including the date of termination, including without limitation payments due to
such Non-Consenting Lender under Sections 2.15 and 2.17, and (2) an amount, if
any, equal to the payment which would have been due to such Lender on the day of
such replacement under Section 2.16 had the Loans of such Non-Consenting Lender
been prepaid on such date rather than sold to the replacement Lender.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.03. <U>Expenses; Indemnity; Damage Waiver</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The Borrowers
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agents and their Affiliates, including the reasonable fees,
charges and disbursements of counsel for the Administrative Agents, in
connection with the syndication and distribution (including, without limitation,
via the internet or through a service such as Intralinks) of the credit
facilities provided for herein, the preparation and administration of the Loan
Documents or any amendments, modifications or waivers of the provisions of the
Loan Documents (whether or not the transactions contemplated hereby or thereby
shall be consummated), (ii) all reasonable out-of-pocket expenses incurred by
the Issuing Bank in connection with the issuance, amendment, renewal or
extension of any Letter of Credit or any demand for payment thereunder and (iii)
all out-of-pocket expenses incurred by the Administrative Agents, the Issuing
Bank or any Lender, including the fees, charges and disbursements of any counsel
for the Administrative Agents, the Issuing Bank or any Lender, in connection
with the enforcement, collection or protection of its rights in connection with
the Loan Documents, including its rights under this Section, or in connection
with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit. Expenses being
reimbursed by the Borrowers under this Section include, without limiting the
generality of the foregoing, costs and expenses incurred in connection with:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;appraisals;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;field examinations and the preparation of Reports
based on the fees charged by a third party retained by either Administrative
Agent or the internally allocated fees for each Person employed by such
Administrative Agent with respect to each field examination;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;lien and title searches and title insurance;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;taxes, fees and other charges for recording the
Mortgages, filing financing statements and continuations, and other actions to
perfect, protect, and continue the Administrative Agents' Liens;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(v)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;sums paid or incurred to take any action required
of any Loan Party under the Loan Documents that such Loan Party fails to pay or
take; and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%></TD>
<TD WIDTH=90%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(vi)
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;forwarding loan proceeds, collecting checks and
other items of payment, and establishing and maintaining the accounts and lock
boxes, and costs and expenses of preserving and protecting the Collateral.</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>All of the foregoing costs and expenses may be charged to the
applicable Borrower as Revolving Loans or to another deposit account, all as
described in Section&#160;2.18(c).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) Each Borrower
agrees to indemnify the Administrative Agents, each Issuing Bank and each
Lender, and each Related Party of any of the foregoing Persons (each such Person
being called an "<U>Indemnitee</U>") against, and hold each Indemnitee harmless
(on an after tax basis) from, any and all losses, claims, damages, penalties,
liabilities and related expenses, including the reasonable fees, charges and
disbursements of any counsel for any Indemnitee, incurred by or asserted against
any Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of the Loan Documents or any other agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto and/or to
the Loan Documents of their respective obligations thereunder or the
consummation of the Transactions or any other transactions contemplated hereby
or thereby, (ii) any Loan or Letter of Credit or the use of the proceeds
therefrom (including any refusal by the Issuing Bank to honor a demand for
payment under a Letter of Credit if the documents presented in connection with
such demand do not strictly comply with the terms of such Letter of Credit),
(iii) any actual or alleged presence or release of Hazardous Materials on or
from any property currently or formerly owned or operated by any Borrower or any
of its Subsidiaries, or any Environmental Liability related in any way to any
Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory and regardless of whether
any Indemnitee is a party thereto; provided that such indemnity shall not, as to
any Indemnitee, be available to the extent that such losses, claims, damages,
penalties, liabilities, costs or related expenses are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) To the extent
that the Borrowers fail to pay any amount required to be paid by them to an
Administrative Agent or an Issuing Bank under paragraph (a) or (b) of this
Section, each Lender severally agrees to pay to such Administrative Agent or
such Issuing Bank, as the case may be, such Lender's Applicable Percentage
(determined as of the time that the applicable unreimbursed expense or indemnity
payment is sought) of such unpaid amount; provided that the unreimbursed expense
or indemnified loss, claim, damage, penalty, liability or related expense, as
the case may be, was incurred by or asserted against such Administrative Agent
or such Issuing Bank in its capacity as such. For purposes hereof, a Lender's
"pro-rata share" shall be determined based upon its share of the sum of the
aggregate amount of the total Commitment at the time.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) To the extent
permitted by applicable law, none of the Borrowers shall assert, and each of the
Borrowers hereby waives, any claim against any Indemnitee, on any theory of
liability, for special, indirect, consequential or punitive damages (as opposed
to direct or actual damages) arising out of, in connection with, or as a result
of, this Agreement or any agreement or instrument contemplated hereby, the
Transactions, any Loan or Letter of Credit or the use of the proceeds thereof.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e) All amounts due
under this Section shall be payable promptly after written demand therefor.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.04. <U>Successors and Assigns</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby (including
any Affiliate of an Issuing Bank that issues any Letter of Credit), except that
(i) the Borrowers may not assign or otherwise transfer any of their rights or
obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrowers without such consent shall be
null and void) and (ii) no Lender may assign or otherwise transfer its rights or
obligations hereunder except in accordance with this Section. Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any Affiliate of the Issuing Bank that issues any
Letter of Credit), Participants (to the extent provided in paragraph (e) of this
Section) and, to the extent expressly contemplated hereby, the Related Parties
of each of the Administrative Agents, each Issuing Bank and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) Each Lender may
assign to one or more assignees all or a portion of its rights and obligations
under this Agreement (including all or a portion of its Commitment and the Loans
at the time owing to it and its participation in Letters of Credit); provided
that (i) except in the case of an assignment to a Lender or an Affiliate of a
Lender or if an Event of Default has occurred which is then continuing, each of
SYX, the Administrative Agents and the Issuing Banks must give their prior
written consent to such assignment (which consents shall not be unreasonably
withheld), (ii) except in the case of an assignment of the entire remaining
amount of the assigning Lender's Commitment, the amount of the Commitment of the
assigning Lender to be assigned to an assignee other than a Lender or an
Affiliate of a Lender pursuant to each such assignment (determined as of the
date the Assignment and Acceptance with respect to such assignment is delivered
to the applicable Administrative Agent) shall not be less than US$5,000,000
unless each of SYX and the applicable Administrative Agent otherwise consent to
a lesser amount, (iii) each partial assignment shall be made as an assignment of
a proportionate part of all the assigning Lender's rights and obligations under
this Agreement, except that this clause (iii) shall not be construed to prohibit
the assignment of a proportionate part of all the assigning Lender's rights and
obligations in respect of one Class of Commitments or Loans, (iv) each partial
assignment shall be made as a pro rata assignment of the assigning Lender's (X)
UK Revolving Commitment, UK Revolving Exposure and UK LC Exposure, and (Y) US
Revolving Commitment, US Revolving Exposure and US LC Exposure, (v) the parties
to each such assignment shall execute and deliver to the applicable
Administrative Agent an Assignment and Acceptance, together with a processing
and recordation fee of US$3,500 (except such fee shall not be payable in the
case of an assignment by any Lender to any of its affiliates or an assignment
pursuant to Sections 2.08 or 2.18) and (vi) the assignee, if it shall not be a
Lender, shall deliver to the applicable Administrative Agent an Administrative
Questionnaire; and provided further that any consent of SYX otherwise required
under this paragraph shall not be required if a Default has occurred and is
continuing. Subject to acceptance and recordation in the Register pursuant to
paragraph (d) of this Section, from and after the effective date specified in
each Assignment and Acceptance, which effective date shall be at least five US
Business Days (or, if the assignee is a UK Lender, five UK Business Days) after
the execution and recordation thereof, the assignee thereunder shall be a party
hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender's rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 9.03). Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this Section 9.04 shall be treated for purposes of this Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
paragraph (e) of this Section.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) The UK
Administrative Agent shall furnish to the US Administrative Agent a copy of each
Assignment and Acceptance with respect to a UK Commitment. The US Administrative
Agent, acting for this purpose as an agent of the Borrowers, shall maintain at
one of its offices a copy of each Assignment and Acceptance delivered to it and
a register for the recordation of the names and addresses of the Lenders, and
the Commitment of, and principal amount of the Loans and LC Disbursements owing
to, each Lender pursuant to the terms hereof from time to time (the "Register").
The entries in the Register shall be conclusive, and the Borrowers, the
Administrative Agents, the Issuing Banks and the Lenders may treat each Person
whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Borrowers, the
Issuing Banks and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) Upon its
receipt of a duly completed Assignment and Acceptance executed by an assigning
Lender and an assignee, the assignee's completed Administrative Questionnaire
(unless the assignee shall already be a Lender hereunder), the processing and
recordation fee referred to in paragraph (b) of this Section and any written
consent to such assignment required by paragraph (b) of this Section, the
applicable Administrative Agent shall accept such Assignment and Acceptance and
record the information contained therein in the Register; <U>provided</U> that if
either the assigning Lender or the assignee shall have failed to make any
payment required to be made by it hereunder, the applicable Administrative Agent
shall have no obligation to accept such Assignment and Acceptance and record the
information therein in the Register unless and until such payment shall have
been made in full, together with all accrued interest thereon. No assignment
shall be effective for purposes of this Agreement unless it has been recorded in
the Register as provided in this paragraph.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e) (i) Any Lender
may, without the consent of the Borrowers, the Administrative Agents or the
Issuing Banks, sell participations to one or more banks or other entities (a
"<U>Participant</U>") in all or a portion of such Lender's rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans owing
to it); provided that (A) such Lender's obligations under this Agreement shall
remain unchanged, (B) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (C) the Borrowers,
the Administrative Agents, the Issuing Banks and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and the
Loan Documents and to approve any amendment, supplement, modification or waiver
of any provision of this Agreement or the Loan Documents; <U>provided</U> that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, supplement, modification or
waiver described in the first proviso to Section 9.02(b) that affects such
Participant. Subject to paragraph (c)(ii) of this Section, each Borrower agrees
that each Participant shall be entitled to the benefits of Sections 2.14, 2.15
and 2.16 to the same extent as if it were a Lender and had acquired its interest
by assignment pursuant to paragraph (b) of this Section. To the extent permitted
by law, each Participant also shall be entitled to the benefits of Section 9.08
as though it were a Lender, provided such Participant agrees to be subject to
Section 2.17(c) as though it were a Lender.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) A Participant shall not be entitled to
receive any greater payment under Section 2.14 or 2.16 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower's prior written consent. A Participant
that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of Section 2.16 unless SYX is notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrowers,
to comply with Section 2.16(e) as though it were a Lender.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (f) Any Lender may
at any time grant, pledge, hypothecate or assign a security interest in all or
any portion of its rights under this Agreement to secure obligations of such
Lender, including without limitation any grant, pledge, hypothecation or
assignment to secure obligations to a Federal Reserve Bank, and none of the
restrictions or conditions set forth in this Section 9.04 related to any such
grant, pledge, hypothecation or assignment shall apply to any such grant,
pledge, hypothecation or assignment of a security interest; provided that no
such grant, pledge, hypothecation or assignment of a security interest shall
release a Lender from any of its obligations hereunder or substitute any such
grantee, pledgee, hypothecatee or assignee for such Lender as a party hereto.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.05. <U>Survival</U>. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that an Administrative Agent, an Issuing
Bank or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated. The provisions of
Sections 2.15, 2.16 and 9.03 and Article VIII shall survive and remain in full
force and effect regardless of the consummation of the transactions contemplated
hereby, the repayment of the Loans, the expiration or termination of the Letters
of Credit and the Commitments or the termination of this Agreement or any
provision hereof. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.06. <U>Counterparts; Integration; Effectiveness</U>. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous
agreements and understandings, oral or written, relating to the subject matter
hereof. Except as provided in Section 4.01, this Agreement shall become
effective when it shall have been executed by each of the Administrative Agents
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.07.<U>Severability</U>. Any provision of any Loan Document held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions thereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.08. <U>Right of Setoff</U>. If one or more Events of Default shall
have occurred and be continuing, each Lender shall have the right, in addition
to and not in limitation of any right which any such Lender may have under
applicable law or otherwise, to set off and apply any and all deposits (general
or special, time or demand, provisional or final) at any time held and other
obligations at any time owing by such Lender or its Affiliates to or for the
credit or the account of any of the Borrowers against any of and all the
obligations of any of the Borrowers now or hereafter existing under this
Agreement and the other Loan Documents held by such Lender, irrespective of
whether or not such Lender shall have made any demand under this Agreement or
such other Loan Document and although such obligations may be unmatured. The
rights of each Lender under this Section 9.08 are in addition to other rights
and remedies (including other rights of setoff) which such Lender may have.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.09. <U>Governing Law; Jurisdiction; Consent to Service of Process</U>.
</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW
OF THE STATE OF NEW YORK (EXCEPT FOR THE CONFLICT OF LAWS RULES THEREOF, BUT
INCLUDING GENERAL OBLIGATIONS LAW SECTIONS 5-1401 AND 5-1402).</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b) Each of the
Borrowers hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the Supreme Court of the State of
New York sitting in New York County and of the United States District Court of
the Southern District of New York, and any appellate court from any thereof, in
any action or proceeding arising out of or relating to any Loan Document, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York State or,
to the extent permitted by law, in such Federal court. Each of the parties
hereto agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Agreement or any other Loan
Document shall affect any right that an Administrative Agent, an Issuing Bank or
any Lender may otherwise have to bring any action or proceeding relating to this
Agreement or any other Loan Document against any of the Borrowers or their
respective properties in the courts of any jurisdiction.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c) Each Loan Party
hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have
to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement or any other Loan Document in any court referred to
in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient
forum to the maintenance of such action or proceeding in any such court.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (d) Each party to
this Agreement irrevocably consents to service of process in the manner provided
for notices in Section 9.01. Nothing in this Agreement or any other Loan
Document will affect the right of any party to this Agreement to serve process
in any other manner permitted by law.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (e) The UK Borrower
hereby irrevocably designates, appoints and empowers Systemax Inc., 11 Harbor
Park Drive, Port Washington, NY 11050, Attention: Curt Rush, General Counsel
(the "<U>Process Agent</U>"), in the case of any suit, action or proceeding brought in
the United States of America as its designee, appointee and agent to receive,
accept and acknowledge for and on its behalf, and in respect of its property,
service of any and all legal process, summons, notices and documents that may be
served in any action or proceeding arising out of or in connection with this
Agreement or any Loan Document. Such service may be made in the manner provided
for notices in Section 9.01 with a copy of such process to the UK Borrower in
care of the Process Agent in the Process Agent's above address, and the UK
Borrower hereby irrevocably authorizes and directs the Process Agent to accept
such service on its behalf. The UK Borrower agrees that a final judgment in any
such action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.10. <U>WAIVER OF JURY TRIAL</U>. EACH PARTY HERETO HEREBY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF
OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A)&#160;CERTIFIES THAT NO REPRESENTATIVE, AGENT OR
ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH
OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING
WAIVER AND (B)&#160;ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS SECTION.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.11. <U>Headings</U>. Article and Section headings and the Table of
Contents used herein are for convenience of reference only, are not part of this
Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.12. <U>Confidentiality</U>. Each of the Administrative Agents, the
Issuing Banks and the Lenders agrees to maintain the confidentiality of the
Information (as defined below), except that Information may be disclosed
(a)&#160;to its and its Affiliates' directors, officers, employees and agents,
including accountants, legal counsel and other advisors (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b)&#160;to the extent requested by any regulatory authority,
(c)&#160;to the extent required by Requirement of Law or by any subpoena or
similar legal process, (d) to any other party to this Agreement, (e) in
connection with the exercise of any remedies hereunder or any suit, action or
proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement
containing provisions substantially the same as those of this Section, to (i)
any assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Loan Parties and their obligations, (g) with the consent of the
Borrowing Agents or (h)&#160;to the extent such Information (i)&#160;becomes
publicly available other than as a result of a breach of this Section or
(ii)&#160;becomes available to an Administrative Agent, an Issuing Bank or any
Lender on a nonconfidential basis from a source other than the Borrowers. For
the purposes of this Section, "Information" means all information received from
any of the Borrowers relating to the Borrowers or their business, other than any
such information that is available to an Administrative Agent, an Issuing Bank
or any Lender on a nonconfidential basis prior to disclosure by any of the
Borrowers; provided that, in the case of information received from any Borrower
after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.13. <U>Several Obligations; Nonreliance; Violation of Law</U>. The
respective obligations of the Lenders hereunder are several and not joint and
the failure of any Lender to make any Loan or perform any of its obligations
hereunder shall not relieve any other Lender from any of its obligations
hereunder. Each Lender hereby represents that it is not relying on or looking to
any margin stock for the repayment of the Borrowings provided for herein.
Anything contained in this Agreement to the contrary notwithstanding, neither
the Issuing Bank nor any Lender shall be obligated to extend credit to the
Borrowers in violation of any Requirement of Law. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.14. <U>USA PATRIOT Act</U>. Each Lender that is subject to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law October 26, 2001)) (the "Act") hereby notifies the Borrowers that pursuant
to the requirements of the Act, it is required to obtain, verify and record
information that identifies the Borrowers, which information includes the name
and address of each Borrower and other information that will allow such Lender
to identify the Borrowers in accordance with the Act. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.15. <U>Disclosure</U>. Each Loan Party and each Lender hereby
acknowledges and agrees that the US Administrative Agent and/or its Affiliates
from time to time may hold investments in, make other loans to or have other
relationships with any of the Loan Parties and their respective Affiliates. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.16. <U>Appointment for Perfection</U>. Each Lender hereby appoints
each other Lender as its agent for the purpose of perfecting Liens, for the
benefit of the US Administrative Agent and the Lenders, in assets which, in
accordance with Article 9 of the UCC or any other applicable law can be
perfected only by possession. Should any Lender (other than the US
Administrative Agent) obtain possession of any such Collateral, such Lender
shall notify the US Administrative Agent thereof, and, promptly upon the US
Administrative Agent's request therefor shall deliver such Collateral to the US
Administrative Agent or otherwise deal with such Collateral in accordance with
the US Administrative Agent's instructions. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Notwithstanding anything herein to the contrary, to the extent not inconsistent
with applicable securities laws, a Lender or potential Lender (and each
employee, representative, or other agent of such person or entity) may disclose
to any and all persons, without limitation, the tax treatment and tax structure
of the transaction (as defined in United States Treasury Regulation Section
1.6011-4) contemplated herein and all related materials of any kind, including
opinions or other tax analyses, that are provided to such person or entity.
However, such person or entity may not disclose any other information relating
to this transaction (as defined in United States Treasury Regulation Section
1.6011-4) unless such information is related to such tax treatment and tax
structure. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 9.17. <U>Interest Rate Limitation</U>. Notwithstanding anything herein
to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate (or, in the case of
amounts denominated on Optional Currency, the rate from time to time determined
by the UK Administrative Agent to represents its cost of overnight funds in such
Optional Currency) to the date of repayment, shall have been received by such
Lender. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE X. <U>Loan Guaranty</U></FONT></P>


<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 10.01. <U>Guaranty</U>. Each Loan Guarantor hereby agrees that it is
jointly and severally liable for, and, as primary obligor and not merely as
surety, absolutely and unconditionally guarantees to the Lenders the prompt
payment when due, whether at stated maturity, upon acceleration or otherwise,
and at all times thereafter, of the Secured Obligations and all costs and
expenses including, without limitation, all court costs and attorneys' and
paralegals' fees (including allocated costs of in-house counsel and paralegals)
and expenses paid or incurred by any Administrative Agent, any Issuing Bank and
the Lenders in endeavoring to collect all or any part of the Secured Obligations
from, or in prosecuting any action against, any Borrower, any Loan Guarantor or
any other guarantor of all or any part of the Secured Obligations (such costs
and expenses, together with the Secured Obligations, collectively the
"<U>Guaranteed Obligations</U>"). Each Loan Guarantor further agrees that the
Guaranteed Obligations may be extended or renewed in whole or in part without
notice to or further assent from it, and that it remains bound upon its
guarantee notwithstanding any such extension or renewal. All terms of this Loan
Guaranty apply to and may be enforced by or on behalf of any domestic or foreign
branch or Affiliate of any Lender that extended any portion of the Guaranteed
Obligations.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 10.02. <U>Guaranty of Payment</U>. This Loan Guaranty is a guaranty of
payment and not of collection. Each Loan Guarantor waives any right to require
any Administrative Agent, any Issuing Bank or any Lender to sue any Borrower,
any Loan Guarantor, any other guarantor, or any other person obligated for all
or any part of the Guaranteed Obligations (each, an "Obligated Party"), or
otherwise to enforce its payment against any collateral securing all or any part
of the Guaranteed Obligations. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 10.03. <U>No Discharge or Diminishment of Loan Guaranty</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (a) Except as
otherwise provided for herein, the obligations of each Loan Guarantor hereunder
are unconditional and absolute and not subject to any reduction, limitation,
impairment or termination for any reason (other than the indefeasible payment in
full in cash of the Guaranteed Obligations), including: (i) any claim of waiver,
release, extension, renewal, settlement, surrender, alteration, or compromise of
any of the Guaranteed Obligations, by operation of law or otherwise; (ii) any
change in the corporate existence, structure or ownership of any of the
Borrowers or any other guarantor of or other person liable for any of the
Guaranteed Obligations; (iii) any insolvency, bankruptcy, reorganization or
other similar proceeding affecting any Obligated Party, or their assets or any
resulting release or discharge of any obligation of any Obligated Party; or (iv)
the existence of any claim, setoff or other rights which any Loan Guarantor may
have at any time against any Obligated Party, any Administrative Agent, any
Issuing Bank, any Lender, or any other person, whether in connection herewith or
in any unrelated transactions.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) The obligations of each Loan Guarantor hereunder are not subject to any
defense or setoff, counterclaim, recoupment, or termination whatsoever by reason
of the invalidity, illegality, or unenforceability of any of the Guaranteed
Obligations or otherwise, or any provision of applicable law or regulation
purporting to prohibit payment by any Obligated Party, of the Guaranteed
Obligations or any part thereof.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) Further, the obligations of any Loan Guarantor hereunder are not discharged
or impaired or otherwise affected by: (i) the failure of any Administrative
Agent, any Issuing Bank or any Lender to assert any claim or demand or to
enforce any remedy with respect to all or any part of the Guaranteed
Obligations; (ii) any waiver or modification of or supplement to any provision
of any agreement relating to the Guaranteed Obligations; (iii) any release,
non-perfection, or invalidity of any indirect or direct security for the
obligations of the Borrower for all or any part of the Guaranteed Obligations or
any obligations of any other guarantor of or other person liable for any of the
Guaranteed Obligations; (iv) any action or failure to act by any Administrative
Agent, any Issuing Bank or any Lender with respect to any collateral securing
any part of the Guaranteed Obligations; or (v) any default, failure or delay,
willful or otherwise, in the payment or performance of any of the Guaranteed
Obligations, or any other circumstance, act, omission or delay that might in any
manner or to any extent vary the risk of such Loan Guarantor or that would
otherwise operate as a discharge of any Loan Guarantor as a matter of law or
equity (other than the indefeasible payment in full in cash of the Guaranteed
Obligations).</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 10.04. <U>Defenses Waived</U>. To the fullest extent
permitted by applicable law, each Loan Guarantor hereby waives any defense based
on or arising out of any defense of any Borrower or any Loan Guarantor or the
unenforceability of all or any part of the Guaranteed Obligations from any
cause, or the cessation from any cause of the liability of any Borrower or any
Loan Guarantor, other than the indefeasible payment in full in cash of the
Guaranteed Obligations. Without limiting the generality of the foregoing, each
Loan Guarantor irrevocably waives acceptance hereof, presentment, demand,
protest and, to the fullest extent permitted by law, any notice not provided for
herein, as well as any requirement that at any time any action be taken by any
person against any Obligated Party, or any other person. Each Administrative
Agent may, at its election, foreclose on any Collateral held by it by one or
more judicial or nonjudicial sales, accept an assignment of any such Collateral
in lieu of foreclosure or otherwise act or fail to act with respect to any
collateral securing all or a part of the Guaranteed Obligations, compromise or
adjust any part of the Guaranteed Obligations, make any other accommodation with
any Obligated Party or exercise any other right or remedy available to it
against any Obligated Party, without affecting or impairing in any way the
liability of such Loan Guarantor under this Loan Guaranty except to the extent
the Guaranteed Obligations have been fully and indefeasibly paid in cash. To the
fullest extent permitted by applicable law, each Loan Guarantor waives any
defense arising out of any such election even though that election may operate,
pursuant to applicable law, to impair or extinguish any right of reimbursement
or subrogation or other right or remedy of any Loan Guarantor against any
Obligated Party or any security. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SECTION 10.05.
<U>Rights of Subrogation</U>. No Loan Guarantor will assert any right, claim or
cause of action, including, without limitation, a claim of subrogation,
contribution or indemnification that it has against any Obligated Party, or any
collateral, until the Loan Parties and the Loan Guarantors have fully performed
all their obligations to the Administrative Agents, each Issuing Bank and the
Lenders. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 10.06.
<U>Reinstatement; Stay of Acceleration</U>. If at any time any payment of any
portion of the Guaranteed Obligations is rescinded or must otherwise be restored
or returned upon the insolvency, bankruptcy, or reorganization of any Borrower
or otherwise, each Loan Guarantor's obligations under this Loan Guaranty
with respect to that payment shall be reinstated at such time as though the
payment had not been made and whether or not any Administrative Agent, any
Issuing Bank and the Lenders are in possession of this Loan Guaranty. If
acceleration of the time for payment of any of the Guaranteed Obligations is
stayed upon the insolvency, bankruptcy or reorganization of any Borrower, all
such amounts otherwise subject to acceleration under the terms of any agreement
relating to the Guaranteed Obligations shall nonetheless be payable by the Loan
Guarantors forthwith on demand by the Lender. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 10.07.
<U>Information</U>. Each Loan Guarantor assumes all responsibility for being and
keeping itself informed of each Borrower's financial condition and assets,
and of all other circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations and the nature, scope and extent of the risks that each
Loan Guarantor assumes and incurs under this Loan Guaranty, and agrees that
neither any Administrative Agent, any Issuing Bank nor any Lender shall have any
duty to advise any Loan Guarantor of information known to it regarding those
circumstances or risks. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 10.08.
<U>Termination</U>. The Lenders may continue to make loans or extend credit to
the Borrowers based on this Loan Guaranty until five days after it receives
written notice of termination from any Loan Guarantor. Notwithstanding receipt
of any such notice, each Loan Guarantor will continue to be liable to the
Lenders for any Guaranteed Obligations created, assumed or committed to prior to
the fifth day after receipt of the notice, and all subsequent renewals,
extensions, modifications and amendments with respect to, or substitutions for,
all or any part of that Guaranteed Obligations. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 10.09.
<U>Taxes</U>. All payments of the Guaranteed Obligations will be made by each
Loan Guarantor free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided that if any Loan Guarantor shall be required to deduct
any Indemnified Taxes or Other Taxes from such payments, then (i)&#160;the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section) each Administrative Agent, Lender or Issuing Bank (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii)&#160;such Loan Guarantor shall make such deductions
and (iii)&#160;such Loan Guarantor shall pay the full amount deducted to the
relevant Governmental Authority in accordance with applicable law. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 10.10. <U>Maximum
Liability</U>. The provisions of this Loan Guaranty are severable, and in any
action or proceeding involving any state corporate law, or any state, federal or
foreign bankruptcy, insolvency, reorganization or other law affecting the rights
of creditors generally, if the obligations of any Loan Guarantor under this Loan
Guaranty would otherwise be held or determined to be avoidable, invalid or
unenforceable on account of the amount of such Loan Guarantor's liability
under this Loan Guaranty, then, notwithstanding any other provision of this Loan
Guaranty to the contrary, the amount of such liability shall, without any
further action by the Loan Guarantors or the Lenders, be automatically limited
and reduced to the highest amount that is valid and enforceable as determined in
such action or proceeding (such highest amount determined hereunder being the
relevant Loan Guarantor's "Maximum Liability". This Section with
respect to the Maximum Liability of each Loan Guarantor is intended solely to
preserve the rights of the Lenders to the maximum extent not subject to
avoidance under applicable law, and no Loan Guarantor nor any other person or
entity shall have any right or claim under this Section with respect to such
Maximum Liability, except to the extent necessary so that the obligations of any
Loan Guarantor hereunder shall not be rendered voidable under applicable law.
Each Loan Guarantor agrees that the Guaranteed Obligations may at any time and
from time to time exceed the Maximum Liability of each Loan Guarantor without
impairing this Loan Guaranty or affecting the rights and remedies of the Lenders
hereunder, provided that, nothing in this sentence shall be construed to
increase any Loan Guarantor's obligations hereunder beyond its Maximum
Liability. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 10.11.
<U>Contribution</U>. In the event any Loan Guarantor (a "Paying
Guarantor") shall make any payment or payments under this Loan Guaranty or
shall suffer any loss as a result of any realization upon any collateral granted
by it to secure its obligations under this Loan Guaranty, each other Loan
Guarantor (each a "Non-Paying Guarantor") shall contribute to such
Paying Guarantor an amount equal to such Non-Paying Guarantor's
"Applicable Percentage" of such payment or payments made, or losses
suffered, by such Paying Guarantor. For purposes of this Article X, each
Non-Paying Guarantor's "Applicable Percentage" with respect to
any such payment or loss by a Paying Guarantor shall be determined as of the
date on which such payment or loss was made by reference to the ratio of (i)
such Non-Paying Guarantor's Maximum Liability as of such date (without
giving effect to any right to receive, or obligation to make, any contribution
hereunder) or, if such Non-Paying Guarantor's Maximum Liability has not
been determined, the aggregate amount of all monies received by such Non-Paying
Guarantor from any applicable Borrower after the date hereof (whether by loan,
capital infusion or by other means) to (ii) the aggregate Maximum Liability of
all Loan Guarantors hereunder (including such Paying Guarantor) as of such date
(without giving effect to any right to receive, or obligation to make, any
contribution hereunder), or to the extent that a Maximum Liability has not been
determined for any Loan Guarantor, the aggregate amount of all monies received
by such Loan Guarantors from any applicable Borrower after the date hereof
(whether by loan, capital infusion or by other means). Nothing in this provision
shall affect any Loan Guarantor's several liability for the entire amount
of the Guaranteed Obligations (up to such Loan Guarantor's Maximum
Liability). Each of the Loan Guarantors covenants and agrees that its right to
receive any contribution under this Loan Guaranty from a Non-Paying Guarantor
shall be subordinate and junior in right of payment to the payment in full in
cash of the Guaranteed Obligations. This provision is for the benefit of both
the Administrative Agents, the Issuing Banks, the Lenders and the Loan
Guarantors and may be enforced by any one, or more, or all of them in accordance
with the terms hereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 10.12. <U>Liability
Cumulative</U>. The liability of each Loan Party as a Loan Guarantor under this
Article X is in addition to and shall be cumulative with all liabilities of each
Loan Party to the Administrative Agents, the Issuing Banks and the Lenders under
this Agreement and the other Loan Documents to which such Loan Party is a party
or in respect of any obligations or liabilities of the other Loan Parties,
without any limitation as to amount, unless the instrument or agreement
evidencing or creating such other liability specifically provides to the
contrary. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE XI. <U>BORROWING AGENCY.</U></FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 11.01. <U>Borrowing Agency Provisions; Several Nature of UK Borrower</U>.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) Each US Borrower hereby irrevocably designates US Borrowing Agent to be its
attorney and agent and in such capacity to borrow, sign and endorse notes, and
execute and deliver all instruments, documents, writings and further assurances
now or hereafter required hereunder, on behalf of such Borrower or Borrowers,
and hereby authorizes Agent to pay over or credit all loan proceeds hereunder in
accordance with the request of such Borrowing Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) The handling of this credit facility as a co-borrowing facility with a
borrowing agent in the manner set forth in this Agreement is solely as an
accommodation to Borrowers and at their request. None of Agent, any
Administrative Agent, any Issuing Bank or any Lender shall incur liability to
Borrowers as a result thereof. To induce each Administrative Agent and Lenders
to do so and in consideration thereof, each Borrower hereby indemnifies each
Administrative Agent, each Issuing Bank and each Lender and holds each
Administrative Agent, each Issuing Bank and each Lender harmless from and
against any and all liabilities, expenses, losses, damages and claims of damage
or injury asserted against Agent, any Issuer or any Lender by any Person arising
from or incurred by reason of the handling of the financing arrangements of
Borrowers as provided herein, reliance by any Administrative Agent, any Lender
or any Issuing Bank on any request or instruction from any Borrowing Agent or
any other action taken by Agent, any Lender or any Issuer with respect to this
Section 11.01 except due to willful misconduct or gross (not mere) negligence by
the indemnified party.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) Subject to the provisions of Sections 11.03, all Secured Obligations shall
be joint and several, and each Borrower shall make payment upon the maturity of
the Secured Obligations by acceleration or otherwise, and such obligation and
liability on the part of each Borrower shall in no way be affected by any
extensions, renewals and forbearance granted by any Administrative Agent or any
Lender to any Loan Party, failure of any Administrative Agent or any Lender to
give any Borrower notice of borrowing or any other notice, any failure of any
Administrative Agent or any Lender to pursue or preserve its rights against any
Loan Party, the release by any Administrative Agent or any Lender of any
Collateral now or thereafter acquired from any Loan Party, and such agreement by
each Loan Party to pay upon any notice issued pursuant thereto is unconditional
and unaffected by prior recourse by any Administrative Agent or any Lender to
the other Loan Parties or any Collateral for such Loan Party's Obligations or
the lack thereof.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
SECTION 11.02. <U>Waivers</U>. Each Loan Party expressly waives any and all
rights of subrogation, reimbursement, indemnity, exoneration, contribution of
any other claim which such Loan Party may now or hereafter have against the
other Loan Parties or other Person directly or contingently liable for the
Secured Obligations hereunder, or against or with respect to the other Loan
Parties' property (including, without limitation, any property which is
Collateral for the Secured Obligations), arising from the existence or
performance of this Agreement, until termination of this Agreement and repayment
in full of the Secured Obligations. Each Loan Party hereby waives all suretyship
defenses. Each Borrower hereby agrees that the other waiver provisions
applicable to each Guarantor under the provisions of Article X of this
Agreement, shall be applicable to each Borrower, as if each Borrower were also a
Guarantor. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;SECTION 11.03.
<U>Limitation on Liability of UK Borrower</U>. Subject to Section 2.22, it is
the intent of the parties and the parties hereby agree that, notwithstanding any
provision of this Agreement or any of the other Loan Documents, UK Borrower
shall not be liable for any US Obligations, the present and future assets of UK
Borrower shall not be subject to any Liens, claim or action by any
Administrative Agent or the Lenders to satisfy any US Obligations and neither
the Agent nor the Lenders shall have any recourse under this Agreement or the
other Loan Documents against UK Borrower or its assets in respect of any US
Obligations. All amounts paid by the UK Borrower and all value derived from its
assets shall be applied only to Secured Obligations of UK Borrower. As and when
the Secured Obligations owing in respect of UK Borrowings and UK LC Exposure due
and owing from the UK Borrower have been reduced to zero, and the agreement of
the UK Administrative Agent and the UK Lenders to make any further UK Revolving
Loans or issue any Letters of Credit on behalf of the UK Borrower shall have
irrevocably terminated, then the UK Borrower shall cease to be a Borrower and
shall be entitled to be released and discharged from all obligations under this
Agreement and the other Loan Documents, the Administrative Agents and Lenders
shall have no further claim against the UK Borrower or its assets and all
provisions of this Agreement that relate to the UK Borrower, other than
provisions which apply generally to Subsidiaries or Affiliates of the US
Borrowers shall cease to have further force and effect. </FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT SIZE=3>EXECUTION VERSION</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>SYSTEMAX INC.<BR>
<BR>
<BR>
By:<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Steven M. Goldschein<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>SYSTEMAX MANUFACTURING INC.<BR>
GLOBAL COMPUTER SUPPLIES INC.<BR>
GLOBAL EQUIPMENT COMPANY INC.<BR>
TIGERDIRECT, INC.<BR>
DARTEK CORPORATION<BR>
NEXEL INDUSTRIES, INC.<BR>
MISCO AMERICA INC.<BR>
ONREBATE.COM INC.<BR>
PAPIER CATALOGUES, INC.<BR>
CATALOG DATA SYSTEMS, INC.<BR>
MILLENNIUM FALCON CORP.<BR>
TEK SERV INC.<BR>
B.T.S.A., INC.<BR>
PROFIT CENTER SOFTWARE INC.<BR>
GLOBAL GOV/ED SOLUTIONS INC.<BR>
GLOBAL GOVERNMENT &amp;  EDUCATION INC.<BR>
SYX DISTRIBUTION INC.<BR>
SYX SERVICES INC.<BR>
ULTRA PRODUCTS INC.<BR>
<BR>
<BR>
By:<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Steven M. Goldschein<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>SYSTEMAX EUROPE LIMITED<BR>
<BR>
<BR>
By:<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Steven M. Goldschein<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
</TR>
</TABLE>
<BR>
<BR>

<P ALIGN=CENTER><FONT SIZE=3>(signatures continued on succeeding pages)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>SYSTEMAX SUWANEE LLC<BR>
<BR>
By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Systemax Inc., Member<BR>
<BR>
<BR>
By:<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Name:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Steven M. Goldschein<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Operating Manager</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>THE MILLENIUM GROUP LLC<BR>
<BR>
<BR>
By:<U>/s/ Steven M. Goldschein&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Steven M. Goldschein<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
</TR>
</TABLE>
<BR>
<BR>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>JPMORGAN CHASE BANK, N.A., as Lender and as US Administrative Agent<BR>
<BR>
<BR>
By: <U>/s/ Donna M. DiForio&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;Donna M. DiForio<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>J.P. MORGAN EUROPE LIMITED, as UK Administrative Agent<BR>
<BR>
<BR>
By: <U>/s/ Tim Jacob&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;Tim Jacob<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>CITIBANK N.A., as Lender<BR>
<BR>
<BR>
By: <U>/s/ William A. Demilt, Jr.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;William A. Demilt, Jr.<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;Vice President</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>GENERAL ELECTRIC CAPITAL CORPORATION, as Lender<BR>
<BR>
<BR>
By: <U> /s/ David Montague&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;David Montague<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>GMAC COMMERCIAL FINANCE LLC, as Lender<BR>
<BR>
<BR>
By: <U>/s/ David M. Duffy&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;David M. Duffy<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>GMAC COMMERCIAL FINANCE LLC, as Lender<BR>
<BR>
<BR>
By: <U>/s/ David M. Duffy&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;David M. Duffy<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;Senior Vice President</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>HSBC BUSINESS CREDIT (USA) INC., as Lender<BR>
<BR>
<BR>
By: <U>/s/ Mathew W. Rickert&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Name:&nbsp;&nbsp;Mathew W. Rickert<BR>
Title:&nbsp;&nbsp;&nbsp;&nbsp;Assistant Vice President</TD>
<TD WIDTH=50%></TD>
</TR>
</TABLE>
<BR>
<BR>

<PAGE>

<P ALIGN=CENTER><FONT SIZE=3>Schedule 1(a)<BR>
<BR>
COMMITMENT SCHEDULE</FONT></P>


<PRE>
- ------------------------------------------------ --------------------------- ----------------------------
<B>Lender                                           US Revolving Commitment     UK Revolving Commitment</B>

- ------------------------------------------------ --------------------------- ----------------------------
JPMorgan Chase Bank, N.A.                        $17,000,000                 $20,500,000
- ------------------------------------------------ --------------------------- ----------------------------
Citibank N.A.                                    $7,500,000                  $5,000,000
- ------------------------------------------------ --------------------------- ----------------------------
General Electric Capital Corporation             $15,500,000                 $14,500,000
- ------------------------------------------------ --------------------------- ----------------------------
GMAC Commercial Finance LLC                      $20,000,000                 $0
- ------------------------------------------------ --------------------------- ----------------------------
HSBC Business Credit (USA) Inc.                  $10,000,000                 $10,000,000
- ------------------------------------------------ --------------------------- ----------------------------
Total                                            $70,000,000                 $50,000,000
- ------------------------------------------------ --------------------------- ----------------------------
</PRE>

<PAGE>

<P ALIGN=RIGHT><FONT SIZE=3>EXHIBIT A</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ASSIGNMENT AND ACCEPTANCE</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Assignment and Acceptance (the "Assignment and Acceptance") is dated as of
the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (as amended, the
"Credit Agreement"), receipt of a copy of which is hereby acknowledged by the
Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto
are hereby agreed to and incorporated herein by reference and made a part of
this Assignment and Acceptance as if set forth herein in full. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
For an agreed consideration, the Assignor hereby irrevocably sells and assigns
to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the US
Administrative Agent as contemplated below (i) all of the Assignor's rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities
identified below (including any letters of credit, and guarantees included in
such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the
Assignor (in its capacity as a Lender) against any Person, whether known or
unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions
governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims and
all other claims at law or in equity related to the rights and obligations sold
and assigned pursuant to clause (i) above (the rights and obligations sold and
assigned pursuant to clauses (i) and (ii) above being referred to herein
collectively as the "Assigned Interest"). Such sale and assignment is without
recourse to the Assignor and, except as expressly provided in this Assignment
and Acceptance, without representation or warranty by the Assignor. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assignor:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;______________________________</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Assignee:
&nbsp;&nbsp;&nbsp;&nbsp;______________________________</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
[and is an Affiliate of [identify Lender](1)]</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Borrower(s):&nbsp;&nbsp;&nbsp;&nbsp;______________________________</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;US Administrative Agent:&nbsp;&nbsp;&nbsp;&nbsp;______________________, as the administrative agent
under the Credit Agreement</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>_____________________________</FONT></P>
<P ALIGN=LEFT><FONT SIZE=3>1 Select as applicable.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Credit Agreement: [The [amount] Credit Agreement
dated as of _______ among [name of Borrower(s)], the Lenders parties thereto,
[name of US Administrative Agent], as US Administrative Agent, and the other
agents parties thereto]</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Assigned Interest:</FONT></P>

<PRE>
<FONT SIZE=1>
- ------------------------------ ------------------------------- --------------------------- ------------------------------
Facility Assigned(2)           Aggregate Amount of             Amount of                   Percentage Assigned of
                               Commitment/Loans for all        Commitment/Loans Assigned   Commitment/Loans(3)
                               Lenders
- ------------------------------ ------------------------------- --------------------------- ------------------------------
                               $                               $                                    %
- ------------------------------ ------------------------------- --------------------------- ------------------------------
                               $                               $                                    %
- ------------------------------ ------------------------------- --------------------------- ------------------------------
                               $                               $                                    %
- ------------------------------ ------------------------------- --------------------------- ------------------------------
</FONT>
</PRE>

<P ALIGN=LEFT><FONT SIZE=3>Effective Date: _____________ ___, 20___ [TO BE
INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF
RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]</FONT></P>

<P><FONT SIZE=3>The terms set forth in this Assignment and Acceptance are hereby
agreed to: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>ASSIGNOR<BR>
<BR>
[NAME OF ASSIGNOR]<BR>
<BR>
<BR>
By:______________________________</TD>
<TD WIDTH=50%><BR>
<BR>
<BR>
<BR>
<BR>
Title:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>ASSIGNEE<BR>
<BR>
[NAME OF ASSIGNEE]<BR>
<BR>
<BR>
By:______________________________</TD>
<TD WIDTH=50%><BR>
<BR>
<BR>
<BR>
<BR>
Title:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>ASSIGNEE<BR>
<BR>
[NAME OF ASSIGNEE]<BR>
<BR>
<BR>
By:______________________________</TD>
<TD WIDTH=50%><BR>
<BR>
<BR>
<BR>
<BR>
Title:</TD>
</TR>
</TABLE>
<BR>

<P ALIGN=LEFT><FONT SIZE=3>________________________</FONT></P>
<P ALIGN=LEFT><FONT SIZE=3>2 Fill in the appropriate terminatology for the types of facilities under the
Credit Agreement that are being assigned under this assignment (e.g. "Revolving
Commitment," "Term Loan Commitment," etc.)<BR>
<BR>
3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of
all Lenders thereunder.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>[Consented to and]4 Accepted:<BR>
<BR>
[NAME OF ADMINISTRATIVE AGENT], as<BR>
US Administrative Agent<BR>
<BR>
<BR>
By_________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>[Consented to:](5)<BR>
<BR>
[NAME OF RELEVANT PARTY]<BR>
<BR>
<BR>
By________________________________<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Title:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>4 To be added only if the consent of the US Administrtive Agent is required by
the terms of the Credit Agreement.<BR>
5 To be added only if the consent of the Borrower and/or other parties e.g.
Swingline Lender, Issuing Bank) is required by the terms of the Credit
Agreement.</FONT></P>


<P ALIGN=RIGHT><FONT SIZE=3>ANNEX 1</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>[__________________](6)</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>STANDARD TERMS AND CONDITIONS FOR<BR>
ASSIGNMENT AND ACCEPTANCE</FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.
Representations and Warranties.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is
free and clear of any lien, encumbrance or other adverse claim and (iii) it has
full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Acceptance and to consummate the transactions
contemplated hereby; and (b) assumes no responsibility with respect to (i) any
statements, warranties or representations made in or in connection with the
Credit Agreement or any other Loan Document, (ii) the execution, legality,
validity, enforceability, genuineness, sufficiency or value of the Loan
Documents or any collateral thereunder, (iii) the financial condition of the
Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in
respect of any Loan Document or (iv) the performance or observance by the
Borrower, any of its Subsidiaries or Affiliates or any other Person of any of
their respective obligations under any Loan Document.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 1.2. Assignee.
The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Acceptance and to consummate the transactions contemplated hereby
and to become a Lender under the Credit Agreement, (ii) it satisfies the
requirements, if any, specified in the Credit Agreement that are required to be
satisfied by it in order to acquire the Assigned Interest and become a Lender,
(iii) from and after the Effective Date, it shall be bound by the provisions of
the Credit Agreement as a Lender thereunder and, to the extent of the Assigned
Interest, shall have the obligations of a Lender thereunder, (iv) it has
received a copy of the Credit Agreement, together with copies of the most recent
financial statements delivered pursuant to Section ___ thereof, as applicable,
and such other documents and information as it has deemed appropriate to make
its own credit analysis and decision to enter into this Assignment and
Acceptance and to purchase the Assigned Interest on the basis of which it has
made such analysis and decision independently and without reliance on the US
Administrative Agent or any other Lender, and (v) if it is a Foreign Lender,
attached to the Assignment and Acceptance is any documentation required to be
delivered by it pursuant to the terms of the Credit Agreement, duly completed
and executed by the Assignee; and (b) agrees that (i) it will, independently and
without reliance on the US Administrative Agent, the Assignor or any other
Lender, and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under the Loan Documents, and (ii) it will perform in accordance with
their terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>_________________________<BR>
6 Describe Credit Agreement at option of US Administrative Agent.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2. Payments. From and after the Effective Date, the US Administrative Agent
shall make all payments in respect of the Assigned Interest (including payments
of principal, interest, fees and other amounts) to the Assignor for amounts
which have accrued to but excluding the Effective Date and to the Assignee for
amounts which have accrued from and after the Effective Date.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3. General Provisions. This Assignment and Acceptance shall be binding upon, and
inure to the benefit of, the parties hereto and their respective successors and
assigns. This Assignment and Acceptance may be executed in any number of
counterparts, which together shall constitute one instrument.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Delivery of an executed counterpart of a signature page of this Assignment and
Acceptance by facsimile shall be effective as delivery of a manually executed
counterpart of this Assignment and Acceptance. This Assignment and Acceptance
shall be governed by, and construed in accordance with, the law of the State of
New York/New York. </FONT></P>

<P ALIGN=RIGHT><FONT SIZE=3>EXHIBIT B</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>OPINION OF COUNSEL FOR THE BORROWER</FONT></P>


<P ALIGN=RIGHT><FONT SIZE=3>EXHIBIT C</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>BORROWING BASE CERTIFICATE</FONT></P>

<P ALIGN=RIGHT><FONT SIZE=3>EXHIBIT D</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>COMPLIANCE CERTIFICATE</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>To:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Lenders parties to the<BR>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Credit Agreement Described Below</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Compliance Certificate is furnished pursuant to that certain Credit
Agreement dated as of , (as amended, modified, renewed or extended from time to
time, the "Agreement") among ___________________________ (the "Borrower"), the
other Loan Parties, the Lenders party thereto and JPMorgan Chase Bank, N.A., as
US Administrative Agent for the Lenders and as the Issuing Bank. Unless
otherwise defined herein, capitalized terms used in this Compliance Certificate
have the meanings ascribed thereto in the Agreement. </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
THE UNDERSIGNED HEREBY CERTIFIES THAT:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1. I am the duly elected
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;of the Borrower;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2. I have reviewed the terms of the Agreement and I have made, or have caused to
be made under my supervision, a detailed review of the transactions and
conditions of the Borrower and its Subsidiaries during the accounting period
covered by the attached financial statements <B>[for quarterly or monthly financial
statements add:</B> and such financial statements present fairly in all material
respects the financial condition and results of operations of the Borrower and
its consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, subject to normal year-end audit adjustments and the
absence of footnotes];</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3. The examinations described in paragraph 2 did not disclose, except as set
forth below, and I have no knowledge of (i) the existence of any condition or
event which constitutes a Default during or at the end of the accounting period
covered by the attached financial statements or as of the date of this
Certificate or (ii) any change in GAAP or in the application thereof that has
occurred since the date of the audited financial statements referred to in
Section 3.04 of the Agreement;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4. I hereby certify that no Loan Party has changed (i) its name, (ii) its chief
executive office, (iii) principal place of business, (iv) the type of entity it
is or (v) its state of incorporation or organization without having given the
Agent the notice required by Section 4.15 of the Security Agreement;</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5. <I>Schedule I</I> attached hereto sets forth financial data and computations
evidencing the Borrower's compliance with certain covenants of the Agreement,
all of which data and computations are true, complete and correct; and</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6. Schedule II hereto sets forth the computations necessary to determine the
Applicable Rate commencing on the Business Day this certificate is delivered.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Described below are the exceptions, if any, to paragraph 3 by listing, in
detail, the (i) nature of the condition or event, the period during which it has
existed and the action which the Borrower has taken, is taking, or proposes to
take with respect to each such condition or event or (i) the change in GAAP or
the application thereof and the effect of such change on the attached financial
statements: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>__________________________________________________________________________<BR>
<BR>
__________________________________________________________________________<BR>
<BR>
__________________________________________________________________________</FONT></P>


<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The foregoing certifications, together with the computations set forth in
Schedule I and Schedule II hereto and the financial statements delivered with
this Certificate in support hereof, are made and delivered this ____ day of
_________, _________.</FONT></P>


<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT></TD>
<TD WIDTH=50%>By:__________________________<BR>
Name:<BR>
Title:</TD>
</TR>
</TABLE>
<BR>



<P ALIGN=RIGHT><FONT SIZE=3>SCHEDULE I</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>Compliance as of _________, ____ with<BR>
Provisions of Section 6.04, 6.12 and 6.13 of<BR>
the Agreement</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>ARTICLE XII. <U>Section 6.04 Investments, Loan, Advances and Guarantees</U></FONT></P>

<PRE>
                                            Actual for Non Loan Parties
            6.04 (c) Investments                                   ____________
            6.04 (d) Intercompany loans and/or advances            ____________
            6.04 (e) Guaranteed obligations                        ____________
                                                Total
Maximum Permitted                                          $50,000,000

</PRE>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE XIII. <U>Section 6.12 Capital Expenditures</U></FONT></P>

<PRE>
     Capital Expenditures Permitted for Fiscal 2005                 $16,000,000
      Lesser of $2,000,000 and Carryover Amount
                              Total Capital Expenditures Permitted  ___________

     Actual Capital Expenditures                                    ___________
                                                 Excess
</PRE>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE XIV.   Section 6.13 Fixed Charge Coverage Ratio <B>(if applicable)</B></FONT></P>

<PRE>
EBITDA
             Less: Unfinanced Capital Expenditures                 ____________


             SECTION 14.01.    Fixed Charges

                                          Cash Interest Expense
                                      Scheduled Principal Payments
                                     Cash Dividends &amp;  Distributions
             Capital Lease Obligations                             ____________

                                               Total Fixed Charges

             Actual Ratio

                Minimum Required                                        1.25X
</PRE>
<PAGE>

<P ALIGN=RIGHT><FONT SIZE=3>SCHEDULE II</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Borrower's Applicable Rate Calculation</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>Average Daily Borrowing Base Availability<BR>
for the fiscal quarter ended ________</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>Month ended&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Average Availability</FONT></P>

<PAGE>

<P ALIGN=CENTER><FONT SIZE=3>SCHEDULE I</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>Compliance as of _________, ____ with<BR>
Provisions of and of<BR>
the Agreement</FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT SIZE=3>SCHEDULE II</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>Borrower's Applicable Rate Calculation</FONT></P>

<PAGE>

<P ALIGN=RIGHT><FONT SIZE=3>EXHIBIT E</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>JOINDER AGREEMENT</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
THIS JOINDER AGREEMENT (this "Agreement"), dated as of __________, ____, 200_,
is entered into between ________________________________, a _________________
(the "New Subsidiary") and JPMORGAN CHASE BANK, N.A., in its capacity as
administrative agent (the "US Administrative Agent") under that certain Credit
Agreement, dated as of ___________, __, 200_ among _______________ (the
"Borrower"), the Loan Parties party thereto, the Lenders party thereto and the
US Administrative Agent (as the same may be amended, modified, extended or
restated from time to time, the "Credit Agreement"). All capitalized terms used
herein and not otherwise defined shall have the meanings set forth in the Credit
Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The New Subsidiary and the US Administrative Agent, for the benefit of the
Lenders, hereby agree as follows: </FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1. The New Subsidiary hereby acknowledges, agrees and confirms that, by its
execution of this Agreement, the New Subsidiary will be deemed to be a Loan
Party under the Credit Agreement and a "Loan Guarantor" for all purposes of the
Credit Agreement and shall have all of the obligations of a Loan Party and a
Loan Guarantor thereunder as if it had executed the Credit Agreement. The New
Subsidiary hereby ratifies, as of the date hereof, and agrees to be bound by,
all of the terms, provisions and conditions contained in the Credit Agreement,
including without limitation (a) all of the representations and warranties of
the Loan Parties set forth in Article III of the Credit Agreement, *[and]* (b)
all of the covenants set forth in Articles V and VI of the Credit Agreement
*[and (c) all of the guaranty obligations set forth in Article X of the Credit
Agreement. Without limiting the generality of the foregoing terms of this
paragraph 1, the New Subsidiary, subject to the limitations set forth in Section
10.10 of the Credit Agreement, hereby guarantees, jointly and severally with the
other Loan Guarantors, to the US Administrative Agent and the Lenders, as
provided in Article X of the Credit Agreement, the prompt payment and
performance of the Guaranteed Obligations in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise) strictly in
accordance with the terms thereof and agrees that if any of the Guaranteed
Obligations are not paid or performed in full when due (whether at stated
maturity, as a mandatory prepayment, by acceleration or otherwise), the New
Subsidiary will, jointly and severally together with the other Loan Guarantors,
promptly pay and perform the same, without any demand or notice whatsoever, and
that in the case of any extension of time of payment or renewal of any of the
Guaranteed Obligations, the same will be promptly paid in full when due (whether
at extended maturity, as a mandatory prepayment, by acceleration or otherwise)
in accordance with the terms of such extension or renewal.]* *[The New
Subsidiary has delivered to the US Administrative Agent an executed Loan
Guaranty.]*</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
2. If required, the New Subsidiary is, simultaneously with the execution of this
Agreement, executing and delivering such Collateral Documents (and such other
documents and instruments) as requested by the US Administrative Agent in
accordance with the Credit Agreement.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3. The address of the New Subsidiary for purposes of Section 9.01 of the Credit
Agreement is as follows:</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;_____________________________________</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;_____________________________________</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;_____________________________________</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4. The New Subsidiary hereby waives acceptance by the US Administrative Agent
and the Lenders of the guaranty by the New Subsidiary upon the execution of this
Agreement by the New Subsidiary.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5. This Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument.</FONT></P>

<P ALIGN=LEFT><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL
BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF ILLINOIS.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
IN WITNESS WHEREOF, the New Subsidiary has caused this Agreement to be duly
executed by its authorized officer, and the US Administrative Agent, for the
benefit of the Lenders, has caused the same to be accepted by its authorized
officer, as of the day and year first above written. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>[NEW SUBSIDIARY]<BR>
<BR>
<BR>
By:____________________________</TD>
<TD WIDTH=50%><BR>
<BR>
<BR>
<BR>Name:<BR>
Title:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=LEFT>Acknowledged and accepted:<BR>
<BR>
<BR>
JPMORGAN CHASE BANK, N.A., as US Administrative Agent<BR>
<BR>
<BR>
By:______________________________</TD>
<TD WIDTH=50%><BR>
<BR>
<BR>
<BR>
<BR>Name:<BR>
Title:</TD>
</TR>
</TABLE>
<BR>

<PAGE>

<P ALIGN=CENTER><FONT SIZE=3>EXHIBIT F<BR>
MANDATORY COSTS</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>1.</TD>
<TD WIDTH=95%>The Mandatory Cost is an addition to the interest rate to
compensate UK Lenders for the cost of compliance with (a) the requirements of
the Bank of England and/or the Financial Services Authority (or, in either case,
any other authority which replaces all or any of its functions) or (b) the
requirements of the European Central Bank.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>2.</TD>
<TD WIDTH=95%>On the first day of each Interest Period (or as soon as possible
thereafter) the UK Administrative Agent shall calculate, as a percentage rate, a
rate (the "<B>Additional Cost Rate</B>") for each UK Lender in accordance with the
paragraphs set out below. The Mandatory Cost will be calculated by the UK
Administrative Agent as a weighted average of the UK Lenders' Additional Cost
Rates (weighted in proportion to the percentage participation of each UK Lender
in the relevant Loan or Borrowing) and will be expressed as a percentage rate
per annum.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>3.</TD>
<TD WIDTH=95%>The Additional Cost Rate for any UK Lender lending from a Facility Office in a
Participating Member State will be the percentage notified by that UK Lender to
the UK Administrative Agent. This percentage will be certified by that UK Lender
in its notice to the UK Administrative Agent to be its reasonable determination
of the cost (expressed as a percentage of that UK Lender's participation in all
Loans or Borrowings made from that Facility Office) of complying with the
minimum reserve requirements of the European Central Bank in respect of loans
made from that Facility Office.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>4.</TD>
<TD WIDTH=95%>The Additional Cost Rate for any UK Lender lending from a Facility Office in the
United Kingdom will be calculated by the UK Administrative Agent as follows:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=95%>(a) in relation to a Sterling Loan:</TD>
</TR>
</TABLE>
<BR>

<PRE>
                       AB + =C(B-D) + EX0.01
                       _____________________ per cent. per annum
                        100 - (A + C)
</PRE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=95%>(b) in relation to a Loan in any currency other than
Sterling:</TD>
</TR>
</TABLE>
<BR>

<PRE>
                          E x 0.01
                         _________
                            300            per cent. per annum,
</PRE>

<P ALIGN=LEFT><FONT SIZE=3>Where:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>A</TD>
<TD WIDTH=90%>is the percentage of Eligible Liabilities (assuming these to be in
excess of any stated minimum) which that UK Lender is from time to time required
to maintain as an interest-free cash ratio deposit with the Bank of England to
comply with cash ratio requirements;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>B</TD>
<TD WIDTH=90%>is the percentage rate of interest (excluding the Applicable Rate
and the Mandatory Cost and, if the Loan is an unpaid sum, the additional rate of
interest specified in paragraph (c) of Section 2.12) payable for the relevant
Interest Period on the Loan or Borrowing;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>C</TD>
<TD WIDTH=90%>is the percentage (if any) of Eligible Liabilities which that UK Lender is
required from time to time to maintain as interest-bearing Special Deposits with
the Bank of England;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>D</TD>
<TD WIDTH=90%>is the percentage rate per annum payable by the Bank of England to
the UK Administrative Agent on interest-bearing Special Deposits; and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>E</TD>
<TD WIDTH=90%>is designed to compensate UK Lenders for amounts payable under the
Fees Rules and is calculated by the UK Administrative Agent as being the average
of the most recent rates of charge supplied by the banks in the London interbank
market to the UK Administrative Agent pursuant to paragraph 7 below and
expressed in pounds Sterling per &#163;1,000,000.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>5.</TD>
<TD WIDTH=95%>For the purposes of this Schedule:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=90%><B>"Eligible Liabilities"</B> and "Special Deposits" have the
meanings given to them from time to time under or pursuant to the Bank of
England Act 1998 or (as may be appropriate) by the Bank of England;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=90%><B>"Facility Office"</B> means the office notified by a UK Lender
to the UK Administrative Agent in writing on or before the date on which it
becomes a UK Lender (or, following that date, by not less than five Business
Days' written notice) as (i) the office through which it will perform its
obligations under this Agreement where the office is situated in FATF countries
or (ii) with the prior written consent of the UK Administrative Agent, an office
through which it will perform its obligations under this Agreement situated in
non-FATF countries, and which will, in either case, be treated for tax purposes
as the location to which a UK Lender will attribute its income arising pursuant
to this Agreement;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=90%><B>"FATF"</B> shall mean the Financial Action Task Force on Money
Laundering, an inter-governmental body the purpose of which is the development
and promotion of policies, at both national and international levels, to combat
money laundering;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>(d)</TD>
<TD WIDTH=90%><B>"Fees Rules"</B> means the rules on periodic fees contained in
the FSA Supervision Manual or such other law or regulation as may be in force
from time to time in respect of the payment of fees for the acceptance of
deposits;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>(e)</TD>
<TD WIDTH=90%><B>"Fee Tariffs"</B> means the fee tariffs specified in the Fees Rules under the
activity group A.1 Deposit acceptors (ignoring any minimum fee or zero-rated fee
required pursuant to the Fees Rules but taking into account any applicable
discount rate); and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>&nbsp;&nbsp;</TD>
<TD WIDTH=5%>(f)</TD>
<TD WIDTH=90%><B>"Tariff Base"</B> has the meaning given to it in, and will be
calculated in accordance with, the Fees Rules.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>6</TD>
<TD WIDTH=95%>In application of the above formulae, A, B, C and D will be
included in the formulae as percentages (i.e. 5 per cent. will be included in
the formula as 5 and not as 0.05). A negative result obtained by subtracting D
from B shall be taken as zero. The resulting figures shall be rounded to four
decimal places.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>7.</TD>
<TD WIDTH=95%>If requested by the UK Administrative Agent, banks in the London
interbank market selected by it shall, as soon as practicable after publication
by the Financial Services Authority, supply to the UK Administrative Agent the
rate of charge payable by that bank to the Financial Services Authority pursuant
to the Fees Rules in respect of the relevant financial year of the Financial
Services Authority (calculated for this purpose by that bank as being the
average of the Fee Tariffs applicable to that bank for that financial year) and
expressed in pounds Sterling per(pound)1,000,000 of the Tariff Base of that
bank.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>8.</TD>
<TD WIDTH=95%>Each UK Lender shall supply any information required by the UK
Administrative Agent for the purpose of calculating its Additional Cost Rate. In
particular, but without limitation, each UK Lender shall supply the following
information on or prior to the date on which it becomes a UK Lender:</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=90%>the jurisdiction of its Facility Office; and</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=90%>any other information that the UK Administrative Agent may
reasonably require for such purpose.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT></TD>
<TD WIDTH=95%>Each UK Lender shall promptly notify the UK Administrative Agent
of any change to the information provided by it pursuant to this paragraph.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>9.</TD>
<TD WIDTH=95%>The percentages of each UK Lender for the purpose of A and C above
and the rates of charge of each bank for the purpose of E above shall be
determined by the UK Administrative Agent based upon the information supplied to
it pursuant to paragraphs 7 and 8 above and on the assumption that, unless a UK
Lender notifies the UK Administrative Agent to the contrary, each UK Lender's
obligations in relation to cash ratio deposits and Special Deposits are the same
as those of a typical bank from its jurisdiction of incorporation with a
Facility Office in the same jurisdiction as its Facility Office.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>10.</TD>
<TD WIDTH=95%>The UK Administrative Agent shall have no liability to any person
if such determination results in an Additional Cost Rate which over-or
under-compensates any UK Lender and shall be entitled to assume that the
information provided by any UK Lender or bank pursuant to paragraphs 3, 7 and 8
above is true and correct in all respects.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>11.</TD>
<TD WIDTH=95%>The UK Administrative Agent shall distribute the additional
amounts received as a result of the Mandatory Cost to the UK Lenders on the
basis of the Additional Cost Rate for each UK Lender based on the information
provided by each UK Lender and each bank pursuant to paragraphs 3, 7 and 8
above.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>12.</TD>
<TD WIDTH=95%>Any determination by the UK Administrative Agent pursuant to this
Schedule in relation to a formula, the Mandatory Cost, an Additional Cost Rate
or any amount payable to a UK Lender shall, in the absence of manifest error, be
conclusive and binding on all parties.</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5% ALIGN=LEFT>13.</TD>
<TD WIDTH=95%>The UK Administrative Agent may from time to time, after
consultation with the UK Borrower and the UK Lenders, determine and notify to
all parties any amendments which are required to be made to this Schedule in
order to comply with any change in law or regulation, or any requirements from
time to time imposed by the Bank of England, the Financial Services Authority or
the European Central Bank (or, in any case, any other authority which replaces
all or any of its functions) and any such determination shall, in the absence of
manifest error, be conclusive and binding on all parties.</TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>systemax-ex102_103105.htm
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<HTML>
<HEAD>
<TITLE>Exhibit 10.2</TITLE>
</HEAD>
<BODY>

<P ALIGN=RIGHT><FONT SIZE=3>Exhibit 10.2</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>AMENDED AND RESTATED PLEDGE AND SECURITY
AGREEMENT</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
THIS AMENDED AND RESTATED PLEDGE AND SECURITY AGREEMENT (as it may be amended or
modified from time to time, the "<U>Security Agreement</U>") is entered into as
of October 27, 2005 by and among SYSTEMAX INC., a corporation organized under
the laws of the State of Delaware ("SYX"), SYSTEMAX MANUFACTURING INC., a
corporation organized under the laws of the State of Delaware ("SMI"), GLOBAL
COMPUTER SUPPLIES INC., a corporation organized under the laws of the State of
New York ("GCS"), GLOBAL EQUIPMENT COMPANY INC., a corporation organized under
the laws of the State of New York ("GEC"), TIGERDIRECT, INC., a corporation
organized under the laws of the State of Florida ("Tiger"), DARTEK CORPORATION,
a corporation organized under the laws of the State of Delaware ("Dartek"),
NEXEL INDUSTRIES, INC., a corporation organized under the laws of the State of
New York ("NII"), MISCO AMERICA INC., a corporation organized under the laws of
the State of Delaware ("Misco"), ONREBATE.COM INC., a corporation organized
under the laws of the State of Delaware ("OCI"), PAPIER CATALOGUES, INC., a
corporation organized under the laws of the State of New York ("PCI"), CATALOG
DATA SYSTEMS, INC., a corporation organized under the laws of the State of New
York ("CDS"), MILLENNIUM FALCON CORP., a corporation organized under the laws of
the State of Delaware ("MFC"), TEK SERV INC., a corporation organized under the
laws of the State of Delaware ("TSI"), B.T.S.A., Inc., a corporation organized
under the laws of the State of New York ("BTSA"), PROFIT CENTER SOFTWARE INC., a
corporation organized under the laws of the State of New York ("PCS"), GLOBAL
GOV/ED SOLUTIONS INC., a corporation organized under the laws of the State of
Delaware ("GGES"), GLOBAL GOVERNMENT &amp; EDUCATION INC. ("GGE"), SYX
DISTRIBUTION INC., a corporation organized under the laws of the State of
Delaware ("SYXD"), SYX SERVICES INC., a corporation organized under the laws of
the State of New York ("SSI"), ULTRA PRODUCTS INC., a corporation organized
under the laws of the State of Delaware ("UPI"), SYSTEMAX SUWANEE LLC, a limited
liability company organized under the laws of the State of Delaware ("SSLLC")
and THE MILLENIUM GROUP LLC, a limited liability company organized under the
laws of the State of Connecticut ("TMGLLC") (SYX, SMI, GCS, GEC, Tiger, Dartek,
NII, Misco, OCI, PCI, CDS, MFC, TSI, BTSA, PCS, GGES, GGE, SYXD, SSI, UPI, SSLLC
and TMGLLC, each a "Grantor" and jointly and severally the "Grantors") and
JPMORGAN CHASE BANK, N.A., in its capacity as administrative agent (the "<U>US
Administrative Agent</U>") for the lenders party to the Credit Agreement
referred to below. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>PRELIMINARY STATEMENT</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>WHEREAS,</B> the Grantors, the US Administrative Agent, the Loan Parties, the
Lenders and other parties are entering into an Amended and Restated Credit
Agreement dated as of the date hereof (as it may be amended or modified from
time to time, the "<U>Credit Agreement</U>"). The Grantors are entering into
this Amended and Restated Security Agreement in order to induce the Lenders to
enter into and extend credit to the Borrowers under the Credit Agreement and to
secure the Secured Obligations. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>WHEREAS,</B> the Grantors (other than GGE), the US Administrative Agent and
the lenders party thereto are parties to a Loan and Security Agreement dated as
of June 13, 2001 (as amended or otherwise supplemented prior to the date hereof,
the "<U>Existing US Credit Agreement</U>") pursuant to which the lenders party
thereto agreed to provide the US Borrowers (other than GGE) with certain
financial accommodations. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>WHEREAS,</B> (a) SYX, GCS, GEC, Tiger, NII, Misco and PCS are each a party to
a Trademark Collateral Security Agreement with US Administrative Agent, each
dated as of June 13, 2001, and (b) GCS is a party to a Trademark Collateral
Security Agreement with US Administrative Agent dated as of April 28, 2003 (as
each of the documents in clauses (a) and (b) have been amended or otherwise
supplemented prior to the date hereof, collectively, the "Existing Trademark
Security Agreements"). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>WHEREAS,</B> SYX and GEC are each a party to a Patent Collateral Security
Agreement with US Administrative Agent, each dated as of June 13, 2001 (as
amended or otherwise supplemented prior to the date hereof, collectively, the
"Existing Patent Security Agreements"). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>WHEREAS,</B> PCS, GGES and SSI are each a party to a Security Agreement dated
as of October 1, 2003 (as amended or otherwise supplemented prior to the date
hereof, the "Existing Guarantor Security Agreement"). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>WHEREAS,</B> US Administrative Agent and (i) SYX, GCS and MFC are each a
party to a Pledge Agreement, each dated as of June 13, 2001 (ii) SYX is party to
a Pledge Agreement dated as of April 18, 2004 and (iii) SYX is party to a Pledge
Agreement dated as of May 10, 2004 (each of the foregoing Pledge Agreements, as
amended or otherwise supplemented prior to the date hereof, collectively, the
"Existing Stock Pledge Agreements" and together with the Existing Trademark
Security Agreements, the Existing Patent Security Agreements and the Existing
Guarantor Security Agreement, the "Existing Ancillary Security Agreements").
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>WHEREAS,</B> GGE is being joined as an additional Grantor and US Borrower,
and the Credit Agreement is being entered into by institutions (including,
without limitation, additional lenders which have agreed to provide certain
financial accommodations to Borrowers) not previously parties to the Existing
Credit Agreement or the Existing Ancillary Security Agreements. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>WHEREAS,</B> this Security Agreement and the Credit Agreement are being
entered into for the purpose of amending and restating the Existing US Credit
Agreement and Existing Ancillary Security Agreements on the terms and conditions
herein and in the Credit Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<B>NOW, THEREFORE,</B> in consideration of any loan or advance or grant of
credit heretofore or hereafter made to or for the account of Borrowers by the
Administrative Agents and Lenders, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows: </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>AMENDMENT AND RESTATEMENT</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
As of the date hereof, the terms, conditions, covenants, agreements,
representations and warranties contained in the Existing US Credit Agreement and
Existing Ancillary Security Documents shall be deemed amended and restated in
their entirety as follows and as provided in the Credit Agreement, and the
Existing US Credit Agreement and Existing Ancillary Security Documents shall be
consolidated with and into and superseded by this Security Agreement and the
Credit Agreement; <U>provided</U>, <U>however</U>, that nothing contained in
this Security Agreement or the Credit Agreement shall impair, limit or affect
the Liens theretofore granted, pledged and/or assigned to the US Administrative
Agent and/or the lenders party thereto as security for the Obligations under,
and as defined in, the Existing US Credit Agreement and Existing Ancillary
Security Documents, except as otherwise herein provided. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
ACCORDINGLY, the Grantors and the US Administrative Agent, on behalf of the
Lenders, hereby agree as follows: </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE I<BR>
DEFINITIONS</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.1. <U>Terms Defined in Credit Agreement</U>. All capitalized terms used herein
and not otherwise defined shall have the meanings assigned to such terms in the
Credit Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.2. <U>Terms Defined in UCC</U>. Terms defined in the UCC which are not
otherwise defined in this Security Agreement are used herein as defined in the
UCC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
1.3. <U>Definitions of Certain Terms Used Herein</U>. As used in this Security
Agreement, in addition to the terms defined in the Preliminary Statement, the
following terms shall have the following meanings: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Accounts</U>" shall have the meaning set forth in Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Article</U>" means a numbered article of this Security Agreement, unless
another document is specifically referenced. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Assigned Contracts</U>" means, collectively, all of the Grantors' rights and
remedies under, and all moneys and claims for money due or to become due to the
Grantors under those contracts set forth on <U>Exhibit J</U> hereto, and any
other material contracts, and any and all amendments, supplements, extensions,
and renewals thereof including all rights and claims of the Grantors now or
hereafter existing: (a) under any insurance, indemnities, warranties, and
guarantees provided for or arising out of or in connection with any of the
foregoing agreements; (b) for any damages arising out of or for breach or
default under or in connection with any of the foregoing contracts; (c) to all
other amounts from time to time paid or payable under or in connection with any
of the foregoing agreements; or (d) to exercise or enforce any and all
covenants, remedies, powers and privileges thereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Chattel Paper</U>" shall have the meaning set forth in Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Closing Date</U>" means the date of the Credit Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Collateral</U>" shall have the meaning set forth in Article II. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Collateral Access Agreement</U>" means any landlord waiver or other
agreement, in form and substance satisfactory to the US Administrative Agent,
between the US Administrative Agent and any third party (including any bailee,
consignee, customs broker, or other similar Person) in possession of any
Collateral or any landlord of any Loan Party for any real property where any
Collateral is located, as such landlord waiver or other agreement may be
amended, restated, or otherwise modified from time to time. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Collateral Report</U>" means any certificate (including any Borrowing Base
Certificate), report or other document delivered by the Grantors to the US
Administrative Agent or any Lender with respect to the Collateral pursuant to
any Loan Document. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Commercial Tort Claims</U>" means any commercial tort claim (as defined in
the UCC) acquired by any Grantor. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Control</U>" shall have the meaning set forth in Article 8 or, if
applicable, in Section 9-104, 9-105, 9-106 or 9-107 of Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Copyrights</U>" means, with respect to any Person, all of such Person's
right, title, and interest in and to the following: (a) all copyrights, rights
and interests in copyrights, works protectable by copyright, copyright
registrations, and copyright applications; (b) all renewals of any of the
foregoing; (c) all income, royalties, damages, and payments now or hereafter due
and/or payable under any of the foregoing, including, without limitation,
damages or payments for past or future infringements for any of the foregoing;
(d) the right to sue for past, present, and future infringements of any of the
foregoing; and (e) all rights corresponding to any of the foregoing throughout
the world. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Default</U>" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Deposit Accounts</U>" shall have the meaning set forth in Article 9 of the
UCC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Documents</U>" shall have the meaning set forth in Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Equipment</U>" shall have the meaning set forth in Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Event of Default</U>" means an event described in Section 5.1. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Exhibit</U>" refers to a specific exhibit to this Security Agreement, unless
another document is specifically referenced. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Farm Products</U>" shall have the meaning set forth in Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Fixtures</U>" shall have the meaning set forth in Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>General Intangibles</U>" shall have the meaning set forth in Article 9 of
the UCC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Goods</U>" shall have the meaning set forth in Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Instruments</U>" shall have the meaning set forth in Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Inventory</U>" shall have the meaning set forth in Article 9 of the UCC.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Investment Property</U>" shall have the meaning set forth in Article 9 of
the UCC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Lenders</U>" means the lenders party to the Credit Agreement and their
successors and assigns. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Letter-of-Credit Rights</U>" shall have the meaning set forth in Article 9
of the UCC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Licenses</U>" means, with respect to any Person, all of such Person's right,
title, and interest in and to (a) any and all licensing agreements or similar
arrangements in and to its Patents, Copyrights, or Trademarks, (b) all income,
royalties, damages, claims, and payments now or hereafter due or payable under
and with respect thereto, including, without limitation, damages and payments
for past and future breaches thereof, and (c) all rights to sue for past,
present, and future breaches thereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Patents</U>" means, with respect to any Person, all of such Person's right,
title, and interest in and to: (a) any and all patents and patent applications;
(b) all inventions and improvements described and claimed therein; (c) all
reissues, divisions, continuations, renewals, extensions, and
continuations-in-part thereof; (d) all income, royalties, damages, claims, and
payments now or hereafter due or payable under and with respect thereto,
including, without limitation, damages and payments for past and future
infringements thereof; (e) all rights to sue for past, present, and future
infringements thereof; and (f) all rights corresponding to any of the foregoing
throughout the world. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Pledged Collateral</U>" means all Instruments, Securities and other
Investment Property of each Grantor, whether or not physically delivered to the
US Administrative Agent pursuant to this Security Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Receivables</U>" means the Accounts, Chattel Paper, Documents, Investment
Property, Instruments and any other rights or claims to receive money which are
General Intangibles or which are otherwise included as Collateral. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Required Secured Parties</U>" means (a) prior to an acceleration of the
Obligations under the Credit Agreement, the Required Lenders, (b) after an
acceleration of the Obligations under the Credit Agreement but prior to the date
upon which the Credit Agreement has terminated by its terms and all of the
obligations thereunder have been paid in full, Lenders holding in the aggregate
at least fifty-one percent (51%) of the total of the Aggregate Credit Exposure,
and (c) after the Credit Agreement has terminated by its terms and all of the
Obligations thereunder have been paid in full (whether or not the Obligations
under the Credit Agreement were ever accelerated), Lenders holding in the
aggregate at least fifty-one percent (51%) of the aggregate net early
termination payments and all other amounts then due and unpaid from the Grantors
to the Lenders under Swap Agreement, as determined by the US Administrative
Agent in its reasonable discretion. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Section</U>" means a numbered section of this Security Agreement, unless
another document is specifically referenced. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Security</U>" has the meaning set forth in Article 8 of the UCC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Stock Rights</U>" means all dividends, instruments or other distributions
and any other right or property which any Grantor shall receive or shall become
entitled to receive for any reason whatsoever with respect to, in substitution
for or in exchange for any Equity Interest constituting Collateral, any right to
receive an Equity Interest and any right to receive earnings, in which any
Grantor now has or hereafter acquires any right, issued by an issuer of such
Equity Interest. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Supporting Obligations</U>" shall have the meaning set forth in Article 9 of
the UCC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>Trademarks</U>" means, with respect to any Person, all of such Person's
right, title, and interest in and to the following: (a) all trademarks
(including service marks), trade names, trade dress, and trade styles and the
registrations and applications for registration thereof and the goodwill of the
business symbolized by the foregoing; (b) all licenses of the foregoing, whether
as licensee or licensor; (c) all renewals of the foregoing; (d) all income,
royalties, damages, and payments now or hereafter due or payable with respect
thereto, including, without limitation, damages, claims, and payments for past
and future infringements thereof; (e) all rights to sue for past, present, and
future infringements of the foregoing, including the right to settle suits
involving claims and demands for royalties owing; and (f) all rights
corresponding to any of the foregoing throughout the world. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
"<U>UCC</U>" means the Uniform Commercial Code, as in effect from time to time,
of the State of New York or of any other state the laws of which are required as
a result thereof to be applied in connection with the attachment, perfection or
priority of, or remedies with respect to, US Administrative Agent's or any
Lender's Lien on any Collateral. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE II<BR>
GRANT OF SECURITY INTEREST</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Each Grantor (other than GGE) hereby acknowledges, agrees and confirms that US
Administrative Agent, on behalf of and for the ratable benefit of Lenders shall
continue to have a continuing security interest in all Collateral granted to US
Administrative Agent on behalf of and for the ratable benefit of the Lenders
under the Existing US Credit Agreement and Existing Ancillary Security
Agreements and to the extent not otherwise granted to US Administrative Agent
and Lenders therein, each Grantor (including, without limitation, GGE) pledges,
assigns and grants to the US Administrative Agent, on behalf of and for the
ratable benefit of the Lenders, a security interest in all of its right, title
and interest in, to and under all personal property and other assets, whether
now owned by or owing to, or hereafter acquired by or arising in favor of any
Grantor (including under any trade name or derivations thereof), and whether
owned or consigned by or to, or leased from or to, any Grantor, and regardless
of where located (all of which will be collectively referred to as the
"<U>Collateral</U>") <U>(provided</U>, <U>however</U>, that as to Securities of
foreign issuers held by any Grantor, the extent of such security interest shall
be limited to 65% of the issued and outstanding Equity Interests entitled to
vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the
issued and outstanding Equity Interests not entitled to vote (within the meaning
of Treas. Reg. Section 1.956-2(c)(2)), including: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(i)</TD>
<TD WIDTH=85%>
all Accounts;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(ii)</TD>
<TD WIDTH=85%>
all Chattel Paper;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(iii)</TD>
<TD WIDTH=85%>
all Copyrights, Patents and Trademarks;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(iv)</TD>
<TD WIDTH=85%>
all Documents;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(v)</TD>
<TD WIDTH=85%>
all Equipment;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(vi)</TD>
<TD WIDTH=85%>
all Fixtures;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(vii)</TD>
<TD WIDTH=85%>
all General Intangibles;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(viii)</TD>
<TD WIDTH=85%>
all Goods;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(ix)</TD>
<TD WIDTH=85%>
all Instruments;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(x)</TD>
<TD WIDTH=85%>
all Inventory;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(xi)</TD>
<TD WIDTH=85%>
all Investment Property (except as otherwise noted above);
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(xii)</TD>
<TD WIDTH=85%>
all cash or cash equivalents;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(xiii)</TD>
<TD WIDTH=85%>
all letters of credit, Letter-of-Credit Rights and Supporting Obligations;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(xiv)</TD>
<TD WIDTH=85%>
all Deposit Accounts with any bank or other financial institution;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(xv)</TD>
<TD WIDTH=85%>
all Commercial Tort Claims;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(xvi)</TD>
<TD WIDTH=85%>
all Assigned Contracts;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(xvii)</TD>
<TD WIDTH=85%>
all Farm Products;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=10%>&nbsp;</TD>
<TD WIDTH=5%>(xviii)</TD>
<TD WIDTH=85%>
and all accessions to, substitutions for and replacements, proceeds (including
Stock Rights), insurance proceeds and products of the foregoing, together with
all books and records, customer lists, credit files, computer files, programs,
printouts and other computer materials and records related thereto and any
General Intangibles at any time evidencing or relating to any of the foregoing;
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>to secure the prompt and complete payment and performance of the
Secured Obligations. Notwithstanding the foregoing, and notwithstanding the
inclusion of the foregoing categories of Collateral in any and all financing
statements filed by or on behalf of the US Administrative Agent and the Lenders,
(a) each Grantor's grant of a security interest in Equipment shall not
attach until the first time the US Administrative Agent has determined in its
sole discretion that Borrowing Base Availability is less than $35,000,000 (which
such determination shall be memorialized in a writing, a copy of which shall be
promptly provided to SYX) and upon such determination US Administrative
Agent's security interest shall automatically attach to the Equipment
without any additional action on the part of the US Administrative Agent or the
Grantors; <U>provided</U>,
<U>however</U>, all of the Grantors' Equipment shall at all times be
considered "Collateral" hereunder and under the Credit Agreement and
(b) no grant of security interests in Real Property or Fixtures of the Grantors
shall be made except as provided in Section 4.17. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE III<BR>
REPRESENTATIONS AND WARRANTIES</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each
Grantor represents and warrants to the US Administrative Agent and the Lenders
that: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.1. <U>Title, Perfection and Priority</U>. Each Grantor has good and valid
rights in or the power to transfer the Collateral and title to the Collateral
with respect to which it has purported to grant a security interest hereunder,
free and clear of all Liens except for Liens permitted under Section 4.1(e), and
has full power and authority to grant to the US Administrative Agent the
security interest in such Collateral pursuant hereto. When the Lien of the US
Administrative Agent shall have attached and financing statements have been
filed in the appropriate offices against any Grantor in the locations listed on
<U>Exhibit H</U>, and applicable assignments of security interests have been
filed with the United States Copyright Office and the United States Trademark
Office, the US Administrative Agent will have a fully perfected first priority
security interest in that Collateral in which a security interest may be
perfected by filing in the United States, subject only to Liens permitted under
Section 4.1(e). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.2. <U>Type and Jurisdiction of Organization, Organizational and Identification
Numbers</U>. The type of entity of each Grantor, its state of organization, the
organizational number issued to it by its state of organization and its federal
employer identification number are set forth on <U>Exhibit A</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.3. <U>Principal Location</U>. Each Grantor's mailing address and the location
of its place of business (if it has only one) or its chief executive office (if
it has more than one place of business), are disclosed in <U>Exhibit A</U>; each
Grantor has no other places of business except those set forth in <U>Exhibit
A</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.4. <U>Collateral Locations</U>. All of each Grantor's locations where
Collateral is located are listed on <U>Exhibit A</U>. All of said locations are
owned by a Grantor except for locations (i) which are leased by a Grantor as
lessee and designated in <U>Part VII(b)</U> of <U>Exhibit A</U> and (ii) at
which Inventory is held in a public warehouse or is otherwise held by a bailee
or on consignment as designated in <U>Part VII(c)</U> of <U>Exhibit A</U>.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.5. <U>Deposit Accounts</U>. All of each Grantor's Deposit Accounts are listed
on <U>Exhibit B</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.6. <U>Exact Names</U>. Each Grantor's name in which it has executed this
Security Agreement is the exact name as it appears in each Grantor's
organizational documents, as amended, as filed with each Grantor's jurisdiction
of organization. Except as disclosed on Exhibit K attached hereto, no Grantor
has, during the past five years, been known by or used any other corporate or
fictitious name, or been a party to any merger or consolidation, or been a party
to any acquisition. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.7. <U>Letter-of-Credit Rights and Chattel Paper</U>. <U>Exhibit C</U> lists
all Letter-of-Credit Rights and Chattel Paper of each Grantor. All action by
each Grantor necessary or desirable to protect and perfect the US Administrative
Agent's Lien on each item listed on <U>Exhibit C</U> (including the delivery of
all originals and the placement of a legend on all Chattel Paper as required
hereunder) has been duly taken. The US Administrative Agent will have a fully
perfected first priority security interest in the Collateral listed on
<U>Exhibit C</U>, subject only to Liens permitted under Section 4.1(e).
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.8. <U>Accounts and Chattel Paper</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) The names of the obligors, amounts owing, due dates and other information
with respect to the Accounts and Chattel Paper are and will be correctly stated
in all records of each Grantor relating thereto and in all invoices and
Collateral Reports with respect thereto furnished to the US Administrative Agent
by each Grantor from time to time. As of the time when each Account or each item
of Chattel Paper arises, each Grantor shall be deemed to have represented and
warranted that such Account or Chattel Paper, as the case may be, and all
records relating thereto, are genuine and in all respects what they purport to
be. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) With respect to Accounts, except as specifically disclosed on the most
recent Collateral Report, (i) all Accounts are Eligible Accounts; (ii) all
Accounts represent bona fide sales of Inventory or rendering of services to
Account Debtors in the ordinary course of each Grantor's business and are not
evidenced by a judgment, Instrument or Chattel Paper; (iii) there are no
setoffs, claims or disputes existing or asserted with respect thereto and no
Grantor has made any agreement with any Account Debtor for any extension of time
for the payment thereof, any compromise or settlement for less than the full
amount thereof, any release of any Account Debtor from liability therefor, or
any deduction therefrom except a discount or allowance allowed by any Grantor in
the ordinary course of its business for prompt payment and disclosed to the US
Administrative Agent; (iv) to Grantors' knowledge, there are no facts, events or
occurrences which in any way impair the validity or enforceability thereof or
could reasonably be expected to reduce the amount payable thereunder as shown on
any Grantor's books and records and any invoices, statements and Collateral
Reports with respect thereto; (v) no Grantor has received any notice of
proceedings or actions which are threatened or pending against any Account
Debtor which might result in any adverse change in such Account Debtor's
financial condition; and (vi) no Grantor has knowledge that any Account Debtor
is unable generally to pay its debts as they become due. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) In addition, with respect to all Accounts, (i) the amounts shown on all
invoices, statements and Collateral Reports with respect thereto are actually
and absolutely owing to the applicable Grantor as indicated thereon and are not
in any way contingent; (ii) no payments have been or shall be made thereon
except payments immediately delivered to a Lock Box or a Collateral Deposit
Account as required pursuant to <U>Section 5.17</U> of the Credit Agreement; and
(iii) to the Grantors' knowledge, all Account Debtors have the capacity to
contract. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.9. <U>Inventory</U>. With respect to any Inventory scheduled or listed on the
most recent Collateral Report, (a) such Inventory (other than Inventory in
transit) is located at one of the Grantors' locations set forth on <U>Exhibit
A</U>, (b) no Inventory (other than Inventory in transit) is now, or shall at
any time or times hereafter be stored at any other location except as permitted
by Section 4.1(g), (c) each Grantor has good, indefeasible and merchantable
title to such Inventory and such Inventory is not subject to any Lien or
security interest or document whatsoever except for the Lien granted to the US
Administrative Agent, for the benefit of the US Administrative Agent and
Lenders, and except for Permitted Encumbrances, (d) except as specifically
disclosed in the most recent Collateral Report, such Inventory is Eligible
Inventory of good and merchantable quality, free from any defects, (e) such
Inventory is not subject to any licensing, patent, royalty, trademark, trade
name or copyright agreements with any third parties which would require any
consent of any third party upon sale or disposition of that Inventory or the
payment of any monies to any third party upon such sale or other disposition,
(f) such Inventory (if manufactured by a Grantor in the United States) has been
produced in accordance with the Federal Fair Labor Standards Act of 1938, as
amended, and all rules, regulations and orders thereunder and (g) the completion
of manufacture, sale or other disposition of such Inventory by the US
Administrative Agent following an Event of Default shall not require the consent
of any Person and shall not constitute a breach or default under any contract or
agreement to which any Grantor is a party or to which such property is subject.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.10. <U>Intellectual Property</U>. No Grantor has any interest in, or title to,
any Patent, Trademark or Copyright except as set forth in <U>Exhibit D</U>. This
Security Agreement is effective to create a valid and continuing Lien and, upon
filing of appropriate financing statements in the offices listed on <U>Exhibit
H</U> and this Security Agreement with the United States Copyright Office and
the United States Patent and Trademark Office, fully perfected first priority
security interests in favor of the US Administrative Agent on the Grantors'
United States Patents, Trademarks and Copyrights, such perfected security
interests are enforceable as such as against any and all creditors of and
purchasers from the Grantors; and all action necessary or desirable to protect
and perfect the US Administrative Agent's Lien on the Grantors' United States
Patents, Trademarks or Copyrights shall have been duly taken. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.11. <U>Filing Requirements</U>. None of the Equipment is covered by any
certificate of title, except for the vehicles described in Part I of <U>Exhibit
E</U>. None of the Collateral is of a type for which security interests or liens
may be perfected by filing under any federal statute except for (a) the vehicles
described in Part II of <U>Exhibit E</U> and (b) Patents, Trademarks and
Copyrights held by the Grantors and described in <U>Exhibit D</U>. The legal
description, county and street address of each property on which any Fixtures
are located is set forth in <U>Exhibit F</U> together with the name and address
of the record owner of each such property. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.12. <U>No Financing Statements, Security Agreements</U>. No financing
statement or security agreement describing all or any portion of the Collateral
which has not lapsed or been terminated naming any Grantor as debtor has been
filed or is of record in any jurisdiction except (a) for financing statements or
security agreements naming the US Administrative Agent on behalf of the Lenders
as the secured party and (b) as permitted by Section 4.1(e). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
3.13. <U>Pledged Collateral</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) <U>Exhibit G</U> sets forth a complete and accurate list of all of the
Pledged Collateral. Each Grantor is the direct, sole beneficial owner and sole
holder of record of the applicable Pledged Collateral listed on <U>Exhibit G</U>
as being owned by it, free and clear of any Liens, except for the security
interest granted to the US Administrative Agent for the benefit of the Lenders
hereunder. Each Grantor further represents and warrants that (i) all Pledged
Collateral constituting an Equity Interest has been (to the extent such concepts
are relevant with respect to such Pledged Collateral) duly authorized and
validly issued, and is fully paid and non-assessable, (ii) with respect to any
certificates delivered to the US Administrative Agent representing an Equity
Interest, either such certificates are Securities as defined in Article 8 of the
UCC as a result of actions by the issuer or otherwise, or, if such certificates
are not Securities, the Grantors have so informed the US Administrative Agent so
that the US Administrative Agent may take steps to perfect its security interest
therein as a General Intangible, (iii) all Pledged Collateral held by a
securities intermediary is covered by a control agreement among the applicable
Grantor, the securities intermediary and the US Administrative Agent pursuant to
which the US Administrative Agent has Control and (iv) all Pledged Collateral
which represents Indebtedness owed to any Grantor has been duly authorized,
authenticated or issued and delivered by the issuer of such Indebtedness, is the
legal, valid and binding obligation of such issuer and such issuer is not in
default thereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) In addition, (i) none of the Pledged Collateral has been issued or
transferred in violation of the securities registration, securities disclosure
or similar laws of any jurisdiction to which such issuance or transfer may be
subject, (ii) there are existing no options, warrants, calls or commitments of
any character whatsoever relating to the Pledged Collateral or which obligate
the issuer of any Equity Interest included in the Pledged Collateral to issue
additional Equity Interests, except as set forth on <U>Exhibit G</U>, and (iii)
no consent, approval, authorization, or other action by, and no giving of
notice, filing with, any governmental authority or any other Person is required
for the pledge by the applicable Grantor of the Pledged Collateral pursuant to
this Security Agreement or for the execution, delivery and performance of this
Security Agreement by the applicable Grantor, or for the exercise by the US
Administrative Agent of the voting or other rights provided for in this Security
Agreement or for the remedies in respect of the Pledged Collateral pursuant to
this Security Agreement, except as may be required in connection with such
disposition by laws affecting the offering and sale of securities generally.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) Except as set forth in <U>Exhibit G</U>, the applicable Grantor owns 100% of
the issued and outstanding Equity Interests which constitute Pledged Collateral
and none of the Pledged Collateral which represents Indebtedness owed to such
Grantor is subordinated in right of payment to other Indebtedness or subject to
the terms of an indenture. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE IV<BR>
COVENANTS</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
From the date of this Security Agreement, and thereafter until this Security
Agreement is terminated, each Grantor agrees that: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.1. <U>General</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) <U>Collateral Records</U>. Each Grantor will maintain complete and accurate
books and records with respect to the Collateral, and furnish to the US
Administrative Agent, with sufficient copies for each of the Lenders, such
reports relating to the Collateral as the US Administrative Agent shall from
time to time request. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) <U>Authorization to File Financing Statements; Ratification</U>. Each
Grantor hereby authorizes the US Administrative Agent to file, and if requested
will deliver to the US Administrative Agent, all financing statements and other
documents and take such other actions as may from time to time be requested by
the US Administrative Agent in order to maintain a first perfected security
interest in and, if applicable, Control of, the Collateral. Any financing
statement filed by the US Administrative Agent may be filed in any filing office
in any UCC jurisdiction and may (i) indicate the Collateral (1) as all assets of
each Grantor or words of similar effect, regardless of whether any particular
asset comprised in the Collateral falls within the scope of Article 9 of the UCC
or such jurisdiction, or (2) by any other description which reasonably
approximates the description contained in this Security Agreement, and (ii)
contain any other information required by part 5 of Article 9 of the UCC for the
sufficiency or filing office acceptance of any financing statement or amendment,
including (A) whether such Grantor is an organization, the type of organization
and any organization identification number issued to such Grantor and (B) in the
case of a financing statement filed as a fixture filing or indicating Collateral
as as-extracted collateral or timber to be cut, a sufficient description of real
property to which the Collateral relates. Each Grantor also agrees to furnish
any such information to the US Administrative Agent promptly upon request. Each
Grantor also ratifies its authorization for the US Administrative Agent to have
filed in any UCC jurisdiction any initial financing statements or amendments
thereto if filed prior to the date hereof. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) <U>Further Assurances</U>. Each Grantor will, if so requested by the US
Administrative Agent, furnish to the US Administrative Agent, as often as the US
Administrative Agent requests, statements and schedules further identifying and
describing the Collateral and such other reports and information in connection
with the Collateral as the US Administrative Agent may reasonably request, all
in such detail as the US Administrative Agent may specify. Each Grantor also
agrees to take any and all actions necessary to defend title to the Collateral
against all persons and to defend the security interest of the US Administrative
Agent in the Collateral and the priority thereof against any Lien not expressly
permitted hereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) <U>Disposition of Collateral</U>. No Grantor will sell, lease or otherwise
dispose of the Collateral except for dispositions specifically permitted
pursuant to Section 6.05 of the Credit Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) <U>Liens</U>. No Grantor will create, incur, or suffer to exist any Lien on
the Collateral except (i) the security interest created by this Security
Agreement, and (ii) other Permitted Encumbrances. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f) <U>Other Financing Statements</U>. No Grantor will authorize the filing of
any financing statement naming it as debtor covering all or any portion of the
Collateral, except as permitted by <U>Section 4.1(e)</U>. Each Grantor
acknowledges that it is not authorized to file any financing statement or
amendment or termination statement with respect to any financing statement
without the prior written consent of the US Administrative Agent, subject to the
applicable Grantor's rights under Section 9-509(d)(2) of the UCC. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g) <U>Locations</U>. No Grantor will (i) maintain any Collateral at any
location other than those locations listed on <U>Exhibit A</U>, (ii) otherwise
change, or add to, such locations without the US Administrative Agent's prior
written consent as required by the Credit Agreement (and if the US
Administrative Agent gives such consent, the applicable Grantor will
concurrently therewith obtain a Collateral Access Agreement for each such
location to the extent required by the Credit Agreement), or (iii) change its
principal place of business or chief executive office from the location
identified on <U>Exhibit A</U>, other than as permitted by the Credit Agreement.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(h) <U>Compliance with Terms</U>. Each Grantor will perform and comply with all
obligations in respect of the Collateral and all agreements to which it is a
party or by which it is bound relating to the Collateral. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.2. <U>Receivables</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) <U>Certain Agreements on Receivables</U>. No Grantor will make or agree to
make any discount, credit, rebate or other reduction in the original amount
owing on a Receivable or accept in satisfaction of a Receivable less than the
original amount thereof, except that, prior to the occurrence of an Event of
Default, the applicable Grantor may reduce the amount of Accounts arising from
the sale of Inventory in accordance with its present policies and in the
ordinary course of business. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) <U>Collection of Receivables</U>. Except as otherwise provided in this
Security Agreement, each Grantor will collect and enforce, at the Grantors' sole
expense, all amounts due or hereafter due to each Grantor under the Receivables.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) <U>Delivery of Invoices</U>. Each Grantor will deliver to the US
Administrative Agent immediately upon its request duplicate invoices with
respect to each Account bearing such language of assignment as the US
Administrative Agent shall specify. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) <U>Disclosure of Counterclaims on Receivables</U>. If (i) any discount,
credit or agreement to make a rebate or to otherwise reduce the amount owing on
a Receivable exists or (ii) if, to the knowledge of any Grantor, any dispute,
setoff, claim, counterclaim or defense exists or has been asserted or threatened
with respect to a Receivable, the Grantors will promptly disclose such fact to
the US Administrative Agent in writing. The Grantors shall send the US
Administrative Agent a copy of each credit memorandum in excess of $1,000,000 or
any lesser amount if requested by US Administrative Agent, as soon as issued,
and the Grantors shall promptly report each credit memo and each of the facts
required to be disclosed to the US Administrative Agent in accordance with this
<U>Section 4.2(d)</U> on the Borrowing Base Certificates submitted by it. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) <U>Electronic Chattel Paper</U>. Each Grantor shall take all steps necessary
to grant the US Administrative Agent Control of all electronic chattel paper in
accordance with the UCC and all "transferable records" as defined in each of the
Uniform Electronic Transactions Act and the Electronic Signatures in Global and
National Commerce Act. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.3. <U>Inventory and Equipment</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) <U>Maintenance of Goods</U>. Each Grantor will do all things necessary to
maintain, preserve, protect and keep the Inventory and the Equipment in good
repair and working and saleable condition, except for damaged or defective goods
arising in the ordinary course of the Grantors' business and except for ordinary
wear and tear in respect of the Equipment. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) <U>Returned Inventory</U>. If an Account Debtor returns any Inventory to a
Grantor when no Event of Default exists, then the Grantors shall promptly
determine the reason for such return and shall issue a credit memorandum to the
Account Debtor in the appropriate amount. The Grantors shall immediately report
to the US Administrative Agent any return involving an amount in excess of
$1,000,000 or any lesser amount if requested by US Administrative Agent. Each
such report shall indicate the reasons for the returns and the locations and
condition of the returned Inventory. In the event any Account Debtor returns
Inventory to a Grantor when an Event of Default exists, the Grantors, upon the
request of the US Administrative Agent, shall: (i) hold the returned Inventory
in trust for the US Administrative Agent; (ii) segregate all returned Inventory
from all of its other property; (iii) dispose of the returned Inventory solely
according to the US Administrative Agent's written instructions; and (iv) not
issue any credits or allowances with respect thereto without the US
Administrative Agent's prior written consent. All returned Inventory shall be
subject to the US Administrative Agent's Liens thereon. Whenever any Inventory
is returned, the related Account shall be deemed ineligible to the extent of the
amount owing by the Account Debtor with respect to such returned Inventory and
such returned Inventory shall not be Eligible Inventory. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) <U>Inventory Count; Perpetual Inventory System</U>. Each Grantor will
conduct a physical count of the Inventory at least once per fiscal year, and
after and during the continuation of an Event of Default, at such other times as
the US Administrative Agent requests. Each Grantor, at its own expense, shall
deliver to the US Administrative Agent the results of each physical
verification, which such Grantor has made, or has caused any other Person to
make on its behalf, of all or any portion of its Inventory. Each Grantor will
maintain a perpetual inventory reporting system at all times. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) <U>Equipment</U>. Each Grantor shall promptly inform the US Administrative
Agent of any additions to or deletions from the Equipment which individually
exceed $1,500,000 or any lesser amount if requested by US Administrative Agent.
No Grantor shall permit any Equipment to become a fixture with respect to real
property or to become an accession with respect to other personal property with
respect to which real or personal property the US Administrative Agent does not
have a Lien. No Grantor will, without the US Administrative Agent's prior
written consent, alter or remove any identifying symbol or number on any of the
Grantors' Equipment constituting Collateral. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) <U>Titled Vehicles</U>. Each Grantor will give the US Administrative Agent
notice of its acquisition of any vehicle covered by a certificate of title and
deliver to the US Administrative Agent, upon request, the original of any
vehicle title certificate and provide and/or file all other documents or
instruments necessary to have the Lien of the US Administrative Agent noted on
any such certificate or with the appropriate state office. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.4. <U>Delivery of Instruments, Securities, Chattel Paper and Documents</U>.
Each Grantor will (a) deliver to the US Administrative Agent immediately upon
execution of this Security Agreement the originals of all Chattel Paper,
Securities and Instruments constituting Collateral (if any then exist), (b) hold
in trust for the US Administrative Agent upon receipt and immediately thereafter
deliver to the US Administrative Agent any Chattel Paper, Securities and
Instruments constituting Collateral, (c) upon the US Administrative Agent's
request, deliver to the US Administrative Agent (and thereafter hold in trust
for the US Administrative Agent upon receipt and immediately deliver to the US
Administrative Agent) any Document evidencing or constituting Collateral and (d)
upon the US Administrative Agent's request, deliver to the US Administrative
Agent a duly executed amendment to this Security Agreement, pursuant to which
such Grantor will pledge such additional Collateral. Each Grantor hereby
authorizes the US Administrative Agent to attach each Amendment to this Security
Agreement and agrees that all additional Collateral set forth in such Amendments
shall be considered to be part of the Collateral. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.5. <U>Uncertificated Pledged Collateral</U>. Each Grantor will permit the US
Administrative Agent from time to time to cause the appropriate issuers (and, if
held with a securities intermediary, such securities intermediary) of
uncertificated securities or other types of Pledged Collateral not represented
by certificates to mark their books and records with the numbers and face
amounts of all such uncertificated securities or other types of Pledged
Collateral not represented by certificates and all rollovers and replacements
therefor to reflect the Lien of the US Administrative Agent granted pursuant to
this Security Agreement. Each Grantor will take any actions necessary to cause
(a) the issuers of uncertificated securities which are Pledged Collateral and
(b) any securities intermediary which is the holder of any Pledged Collateral,
to cause the US Administrative Agent to have and retain Control over such
Pledged Collateral. Without limiting the foregoing, each Grantor will, with
respect to Pledged Collateral held with a securities intermediary, cause such
securities intermediary to enter into a control agreement with the US
Administrative Agent, in form and substance satisfactory to the US
Administrative Agent, giving the US Administrative Agent Control. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.6. <U>Pledged Collateral</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) <U>Changes in Capital Structure of Issuers</U>. No Grantor will (i) permit
or suffer any issuer of an Equity Interest constituting Pledged Collateral to
dissolve, merge, liquidate, retire any of its Equity Interests or other
Instruments or Securities evidencing ownership, reduce its capital, sell or
encumber all or substantially all of its assets (except for Permitted
Encumbrances and sales of assets permitted pursuant to <U>Section 4.1(d))</U> or
merge or consolidate with any other entity, or (ii) vote any Pledged Collateral
in favor of any of the foregoing. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) <U>Issuance of Additional Securities</U>. No Grantor will permit or suffer
the issuer of an Equity Interest constituting Pledged Collateral to issue
additional Equity Interests, any right to receive the same or any right to
receive earnings, except to the applicable Grantor. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) <U>Registration of Pledged Collateral</U>. Each Grantor will permit any
registerable Pledged Collateral to be registered in the name of the US
Administrative Agent or its nominee at any time at the option of the Required
Secured Parties. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) <U>Exercise of Rights in Pledged Collateral</U>. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) Without in any way limiting the foregoing and subject to clause (ii) below,
each Grantor shall have the right to exercise all voting rights or other rights
relating to the Pledged Collateral for all purposes not inconsistent with this
Security Agreement, the Credit Agreement or any other Loan Document;
<U>provided</U>, <U>however</U>, that no vote or other right shall be exercised
or action taken which would have the effect of impairing the rights of the US
Administrative Agent in respect of the Pledged Collateral.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii) The Grantors will permit the US Administrative Agent or its nominee at any
time after the occurrence of an Event of Default, without notice, to exercise
all voting rights or other rights relating to Pledged Collateral, including,
without limitation, exchange, subscription or any other rights, privileges, or
options pertaining to any Equity Interest or Investment Property constituting
Pledged Collateral as if it were the absolute owner thereof.
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii) The Grantors shall be entitled to collect and receive for its own use all
cash dividends and interest paid in respect of the Pledged Collateral to the
extent not in violation of the Credit Agreement <U>other than</U> any of the
following distributions and payments (collectively referred to as the
"<U>Excluded Payments</U>"): (A) dividends and interest paid or payable other
than in cash in respect of any Pledged Collateral, and instruments and other
property received, receivable or otherwise distributed in respect of, or in
exchange for, any Pledged Collateral; (B) dividends and other distributions paid
or payable in cash in respect of any Pledged Collateral in connection with a
partial or total liquidation or dissolution or in connection with a reduction of
capital, capital surplus or paid-in capital of an issuer; and (C) cash paid,
payable or otherwise distributed, in respect of principal of, or in redemption
of, or in exchange for, any Pledged Collateral; <U>provided</U>, <U>however</U>,
that until actually paid, all rights to such distributions shall remain subject
to the Lien created by this Security Agreement; and
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iv) All Excluded Payments and all other distributions in respect of any of the
Pledged Collateral, whenever paid or made, shall be delivered to the US
Administrative Agent to hold as Pledged Collateral and shall, if received by any
Grantor, be received in trust for the benefit of the US Administrative Agent, be
segregated from the other property or funds of the Grantors, and be forthwith
delivered to the US Administrative Agent as Pledged Collateral in the same form
as so received (with any necessary endorsement).
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.7. <U>Intellectual Property</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) Each Grantor will use its best efforts to secure all consents and approvals
necessary or appropriate for the assignment to or benefit of the US
Administrative Agent of any License held by any Grantor and to enforce the
security interests granted hereunder. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) Each Grantor shall notify the US Administrative Agent immediately if it
knows or has reason to know that any application or registration relating to any
Patent, Trademark or Copyright (now or hereafter existing) may become abandoned
or dedicated, or of any adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in
the United States Patent and Trademark Office, the United States Copyright
Office or any court) regarding the applicable Grantor's ownership of any Patent,
Trademark or Copyright, its right to register the same, or to keep and maintain
the same. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) In no event shall any Grantor, either directly or through any agent,
employee, licensee or designee, file an application for the registration of any
Patent, Trademark or Copyright with the United States Patent and Trademark
Office, the United States Copyright Office or any similar office or agency
without giving the US Administrative Agent prior written notice thereof, and,
upon request of the US Administrative Agent, the Grantors shall execute and
deliver any and all security agreements as the US Administrative Agent may
request to evidence the US Administrative Agent's first priority security
interest on such Patent, Trademark or Copyright, and the General Intangibles of
each of the Grantors relating thereto or represented thereby. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) Each Grantor shall take all actions necessary or requested by the US
Administrative Agent to maintain and pursue each application, to obtain the
relevant registration and to maintain the registration of each of the Patents,
Trademarks and Copyrights (now or hereafter existing), including the filing of
applications for renewal, affidavits of use, affidavits of noncontestability and
opposition and interference and cancellation proceedings. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) Each Grantor shall, unless it shall reasonably determine that such Patent,
Trademark or Copyright is in no way material to the conduct of its business or
operations, promptly take appropriate action to enforce such Patent, Trademark
or Copyright including, as appropriate, sue for infringement, misappropriation
or dilution and to recover any and all damages for such infringement,
misappropriation or dilution, and shall take such other actions as the US
Administrative Agent shall deem appropriate under the circumstances to protect
such Patent, Trademark or Copyright. In the event that a Grantor institutes suit
because any of the Patents, Trademarks or Copyrights constituting Collateral is
infringed upon, or misappropriated or diluted by a third party, the Grantors
shall comply with Section 4.8. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.8 <U>Commercial Tort Claims</U>. Each Grantor shall promptly, and in any event
within two Business Days after such Guarantor obtains knowledge of the
acquisition of such claim, notify the US Administrative Agent of any commercial
tort claim (as defined in the UCC) acquired by it and, unless the US
Administrative Agent otherwise consents, the applicable Grantor shall enter into
an amendment to this Security Agreement, in the form of <U>Exhibit I</U> hereto,
granting to US Administrative Agent a first priority security interest in such
commercial tort claim. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.9. <U>Letter-of-Credit Rights</U>. If any Grantor is or becomes the
beneficiary of a letter of credit, the Grantors shall promptly, and in any event
within two Business Days after becoming a beneficiary, notify the US
Administrative Agent thereof and cause the issuer and/or confirmation bank to
(i) consent to the assignment of any Letter-of-Credit Rights to the US
Administrative Agent and (ii) agree to direct all payments thereunder to a
Deposit Account at the US Administrative Agent or subject to a Control Agreement
for application to the Secured Obligations, in accordance with Section 2.17 of
the Credit Agreement, all in form and substance reasonably satisfactory to the
US Administrative Agent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.10. <U>Federal, State or Municipal Claims</U>. The Grantors will promptly
notify the US Administrative Agent of any Collateral which constitutes a claim
against the United States government or any state or local government or any
instrumentality or agency thereof, the assignment of which claim is restricted
by federal, state or municipal law. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.11. <U>No Interference</U>. Each Grantor agrees that it will not interfere
with any right, power and remedy of the US Administrative Agent provided for in
this Security Agreement or now or hereafter existing at law or in equity or by
statute or otherwise, or the exercise or beginning of the exercise by the US
Administrative Agent of any one or more of such rights, powers or remedies.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.12. <U>Insurance</U>. (a) In the event any Collateral is located in any area
that has been designated by the Federal Emergency Management Agency as a
"Special Flood Hazard Area", the Grantors shall purchase and maintain flood
insurance on such Collateral (including any personal property which is located
on any real property leased by such Loan Party within a "Special Flood Hazard
Area"). The amount of all insurance required by this Section shall at a minimum
comply with applicable law, including the Flood Disaster Protection Act of 1973,
as amended. All premiums on such insurance shall be paid when due by the
Grantors, and copies of the policies delivered to the US Administrative Agent.
If any Grantor fails to obtain any insurance as required by this Section, the US
Administrative Agent at the direction of the Required Lenders may obtain such
insurance at the Grantors' expense. Unless the Grantors provide the US
Administrative Agent with evidence of the insurance coverage required by this
Agreement, the US Administrative Agent may purchase insurance at the Grantors'
expense to protect the US Administrative Agent's and the Lenders' interests in
the Collateral. This insurance may, but need not, protect the Grantors'
interests. The coverage that the US Administrative Agent purchases may not pay
any claim that any Grantor makes or any claim that is made against any Grantor
in connection with the Collateral. Grantors may later cancel any insurance
purchased by the US Administrative Agent, but only after providing the US
Administrative Agent with evidence that the Grantors have obtained insurance as
required by this Agreement. If the US Administrative Agent purchases insurance
for the Collateral, the Grantors will be responsible for the costs of that
insurance, including interest and any other charges the US Administrative Agent
may impose in connection with the placement of the insurance, until the
effective date of the cancellation or expiration of the insurance. The costs of
the insurance may be added to the Grantors' total outstanding balance or
obligation. The costs of the insurance may be more than the cost of insurance
the Grantors may be able to obtain on their own. By purchasing such insurance,
the US Administrative Agent shall not be deemed to have waived any Default
arising from the Grantors' failure to maintain such insurance or pay any
premiums therefor. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) All insurance policies required under Section 5.10 of the Credit Agreement
shall name the US Administrative Agent (for the benefit of the US Administrative
Agent and the Lenders) as an additional insured or as loss payee, as applicable,
and shall contain loss payable clauses or mortgagee clauses, through
endorsements in form and substance satisfactory to the US Administrative Agent,
which provide that: (i) all proceeds thereunder with respect to any Collateral
shall be payable to the US Administrative Agent; (ii) no such insurance shall be
affected by any act or neglect of the insured or owner of the property described
in such policy; and (iii) such policy and loss payable or mortgagee clauses may
be canceled, amended, or terminated only upon at least 30 days prior written
notice given to the US Administrative Agent. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.13. <U>Collateral Access Agreements</U>. Each Grantor shall use commercially
reasonable efforts to obtain a Collateral Access Agreement, from the lessor of
each leased property, mortgagee of owned property or bailee or consignee with
respect to any warehouse, processor or converter facility or other location
where Collateral is stored or located, which agreement or letter shall provide
access rights, contain a waiver or subordination of all Liens or claims that the
landlord, mortgagee, bailee or consignee may assert against the Collateral at
that location, and shall otherwise be reasonably satisfactory in form and
substance to the US Administrative Agent. With respect to such locations or
warehouse space leased as of the Closing Date and thereafter, if the US
Administrative Agent has not received a Collateral Access Agreement as of the
Effective Date (or, if later, as of the date such location is acquired or
leased), Borrower's Eligible Inventory at that location shall be excluded from
the Borrowing Base. After the Closing Date, no real property or warehouse space
shall be leased by the Grantors and no Inventory shall be shipped to a processor
or converter under arrangements established after the Closing Date, unless and
until a satisfactory Collateral Access Agreement shall first have been obtained
with respect to such location and if it has not been obtained, Borrowers'
Eligible Inventory at that location shall be excluded from the Borrowing Base.
Each Grantor shall timely and fully pay and perform its obligations under all
leases and other agreements with respect to each leased location or third party
warehouse where any Collateral is or may be located. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.14. <U>Control Agreements</U>. Each Grantor will provide to the US
Administrative Agent, a Control Agreement duly executed on behalf of each
financial institution holding a deposit account of such Grantor as set forth in
the Security Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.15. <U>Change of Name or Location; Change of Fiscal Year</U>. No Grantor shall
(a) change its name as it appears in official filings in the state of its
incorporation or organization, (b) change its chief executive office, principal
place of business, mailing address, corporate offices or warehouses or locations
at which Collateral is held or stored, or the location of its records concerning
the Collateral as set forth in the Security Agreement, (c) change the type of
entity that it is, (d) change its organization identification number, if any,
issued by its state of incorporation or other organization, or (e) change its
state of incorporation or organization, in each case, unless the US
Administrative Agent shall have received at least 30 days prior written notice
of such change and the US Administrative Agent shall have acknowledged in
writing that either (1) such change will not adversely affect the validity,
perfection or priority of the US Administrative Agent's security interest in the
Collateral, or (2) any reasonable action requested by the US Administrative
Agent in connection therewith has been completed or taken (including any action
to continue the perfection of any Liens in favor of the US Administrative Agent,
on behalf of Lenders, in any Collateral), provided that, any new location shall
be in the continental U.S. No Grantor shall change its fiscal year, which
currently ends on December 31. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.16 <U>Assigned Contracts</U>. Each Grantor will use its best efforts to secure
all consents and approvals necessary or appropriate for the assignment to or for
the benefit of the US Administrative Agent of any Assigned Contract held by each
Grantor and to enforce the security interests granted hereunder. Each Grantor
shall fully perform all of its obligations under each of the Assigned Contracts,
and shall enforce all of its rights and remedies thereunder, in each case, as it
deems appropriate in its business judgment; <U>provided</U>, <U>however</U>,
that such Grantor shall not take any action or fail to take any action with
respect to its Assigned Contracts which would cause the termination of an
Assigned Contract. Without limiting the generality of the foregoing, each
Grantor shall take all action necessary or appropriate to permit, and shall not
take any action which would have any materially adverse effect upon, the full
enforcement of all indemnification rights under its Assigned Contracts. Grantors
shall notify the US Administrative Agent and the Lenders in writing, promptly
after any Grantor becomes aware thereof, of any event or fact which could give
rise to a material claim by it for indemnification under any of its Assigned
Contracts, and shall diligently pursue such right and report to the US
Administrative Agent on all further developments with respect thereto. Each
Grantor shall deposit into a Deposit Account at the US Administrative Agent or
subject to a Control Agreement for application to the Secured Obligations, in
accordance with Section 2.17 of the Credit Agreement, all amounts received by
any Grantor as indemnification or otherwise pursuant to its Assigned Contracts.
If any Grantor shall fail after the US Administrative Agent's demand to
pursue diligently any right under its Assigned Contracts, or if an Event of
Default then exists, the US Administrative Agent may, and at the direction of
the Required Secured Parties shall, directly enforce such right in its own or
any Grantor's name and may enter into such settlements or other agreements
with respect thereto as the US Administrative Agent or the Required Secured
Parties, as applicable, shall determine. In any suit, proceeding or action
brought by the US Administrative Agent for the benefit of the Lenders under any
Assigned Contract for any sum owing thereunder or to enforce any provision
thereof, the Grantors shall indemnify and hold the US Administrative Agent and
Lenders harmless from and against all expense, loss or damage suffered by reason
of any defense, setoff, counterclaims, recoupment, or reduction of liability
whatsoever of the obligor thereunder arising out of a breach by any Grantor of
any obligation thereunder or arising out of any other agreement, indebtedness or
liability at any time owing from any Grantor to or in favor of such obligor or
its successors. All such obligations of the Grantors shall be and remain
enforceable only against the Grantors and shall not be enforceable against the
US Administrative Agent or the Lenders. Notwithstanding any provision hereof to
the contrary, each Grantor shall at all times remain liable to observe and
perform all of its duties and obligations under its Assigned Contracts, and the
US Administrative Agent's or any Lender's exercise of any of their
respective rights with respect to the Collateral shall not release any Grantor
from any of such duties and obligations. Neither the US Administrative Agent nor
any Lender shall be obligated to perform or fulfill any of any Grantor's
duties or obligations under its Assigned Contracts or to make any payment
thereunder, or to make any inquiry as to the nature or sufficiency of any
payment or property received by it thereunder or the sufficiency of performance
by any party thereunder, or to present or file any claim, or to take any action
to collect or enforce any performance, any payment of any amounts, or any
delivery of any property. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
4.17 <U>Mortgages</U>. Grantors shall as promptly as possible (and in any event
within 30 days) after US Administrative Agent has delivered to US Borrowing
Agent a notice indicating that Borrowing Base Availability has fallen below
$35,000,000, deliver to US Administrative Agent a fully executed mortgage,
substantially in the form of <U>Exhibit L</U> hereto or as otherwise may be
satisfactory to US Administrative Agent, on all Real Property then owned by any
Grantor (except for GCS's Real Property located in Suwanee, Georgia if at the
time of such notice it is subject to mortgage financing permitted under the
Credit Agreement), together with, or within 20 days thereafter if not reasonably
available within such 30 day or shorter period during which the applicable
mortgage has been provided, (i) title insurance policies (or binding commitments
to issue title insurance policies, marked to US Administrative Agent's
satisfaction to evidence the form of such policies to be delivered with respect
to the mortgage), in standard ALTA form, issued by a title insurance company
satisfactory to US Administrative Agent, each in an amount equal to not less
than the fair market value of such Real Property subject to the mortgage,
insuring the mortgage to create a valid Lien on such Real Property subject only
to Permitted Encumbrances, (ii) surveys certified by a licensed surveyor and
sufficient to allow the issuer of the mortgage policy to issue an ALTA lender's
policy and (iii) environmental studies and reports prepared by independent
environmental engineering firms with respect to such Real Property. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE V<BR>
EVENTS OF DEFAULT AND REMEDIES</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.1. <U>Events of Default</U>. The occurrence of any one or more of the
following events shall constitute an Event of Default hereunder: </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) Any representation or warranty made by or on behalf of any Grantor under or
in connection with this Security Agreement shall be materially false as of the
date on which made. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) The breach by any Grantor of any of the terms or provisions of <U>Article
IV</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) The breach by any Grantor (other than a breach which constitutes an Event of
Default under any other Section of this Article V) of any of the terms or
provisions of this Security Agreement which is not remedied within ten days
after such breach. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) The occurrence of any "Event of Default" under, and as defined in, the
Credit Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) Any Equity Interest which is included within the Collateral shall at any
time constitute a Security or the issuer of any such Equity Interest shall take
any action to have such interests treated as a Security unless (i) all
certificates or other documents constituting such Security have been delivered
to the US Administrative Agent and such Security is properly defined as such
under Article 8 of the UCC of the applicable jurisdiction, whether as a result
of actions by the issuer thereof or otherwise, or (ii) the US Administrative
Agent has entered into a control agreement with the issuer of such Security or
with a securities intermediary relating to such Security and such Security is
defined as such under Article 8 of the UCC of the applicable jurisdiction,
whether as a result of actions by the issuer thereof or otherwise. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.2. <U>Remedies</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) Upon the occurrence of an Event of Default, the US Administrative Agent may: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(i) exercise those rights and remedies provided in this Security Agreement, the
Credit Agreement, or any other Loan Document; provided that, this Section 5.2(a)
shall not be understood to limit any rights or remedies available to the US
Administrative Agent and the Lenders prior to an Event of Default;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(ii) exercise those rights and remedies available to a secured party under the
UCC (whether or not the UCC applies to the affected Collateral) or under any
other applicable law (including, without limitation, any law governing the
exercise of a bank's right of setoff or bankers' lien) when a debtor is in
default under a security agreement;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iii) give notice of sole control or any other instruction under any Control
Agreement or and other control agreement with any securities intermediary and
take any action therein with respect to such Collateral;
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(iv) without notice (except as specifically provided in Section 8.1 or elsewhere
herein), demand or advertisement of any kind to any Grantor or any other Person,
enter the premises of any Grantor where any Collateral is located (through
self-help and without judicial process) to collect, receive, assemble, process,
appropriate, sell, lease, assign, grant an option or options to purchase or
otherwise dispose of, deliver, or realize upon, the Collateral or any part
thereof in one or more parcels at public or private sale or sales (which sales
may be adjourned or continued from time to time with or without notice and may
take place at any Grantor's premises or elsewhere), for cash, on credit or for
future delivery without assumption of any credit risk, and upon such other terms
as the US Administrative Agent may deem commercially reasonable; and/or, as
determined by the US Administrative Agent in its sole discretion
</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(v) concurrently with written notice to the Grantors, transfer and register in
its name or in the name of its nominee the whole or any part of the Pledged
Collateral, to exchange certificates or instruments representing or evidencing
Pledged Collateral for certificates or instruments of smaller or larger
denominations, to exercise the voting and all other rights as a holder with
respect thereto, to collect and receive all cash dividends, interest, principal
and other distributions made thereon and to otherwise act with respect to the
Pledged Collateral as though the US Administrative Agent was the outright owner
thereof.
</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) The US Administrative Agent, on behalf of the Lenders, may comply with any
applicable state or federal law requirements in connection with a disposition of
the Collateral and compliance will not be considered to adversely affect the
commercial reasonableness of any sale of the Collateral. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) The US Administrative Agent shall have the right upon any such public sale
or sales and, to the extent permitted by law, upon any such private sale or
sales, to purchase for the benefit of the US Administrative Agent and the
Lenders, the whole or any part of the Collateral so sold, free of any right of
equity redemption, which equity redemption the Grantors hereby expressly
release. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) Until the US Administrative Agent is able to effect a sale, lease, or other
disposition of Collateral, the US Administrative Agent shall have the right to
hold or use Collateral, or any part thereof, to the extent that it deems
appropriate for the purpose of preserving Collateral or its value or for any
other purpose deemed appropriate by the US Administrative Agent. The US
Administrative Agent may, if it so elects, seek the appointment of a receiver or
keeper to take possession of Collateral and to enforce any of the US
Administrative Agent's remedies (for the benefit of the US Administrative Agent
and Lenders), with respect to such appointment without prior notice or hearing
as to such appointment. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) If, after the Credit Agreement has terminated by its terms and all of the
Obligations have been paid in full, there remain Swap Obligations outstanding,
the Required Secured Parties may exercise the remedies provided in this Section
5.2 upon the occurrence of any event which would allow or require the
termination or acceleration of any Swap Obligations pursuant to the terms of the
Swap Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(f) Notwithstanding the foregoing, neither the US Administrative Agent nor the
Lenders shall be required to (i) make any demand upon, or pursue or exhaust any
of their rights or remedies against, the Grantors, any other obligor, guarantor,
pledgor or any other Person with respect to the payment of the Secured
Obligations or to pursue or exhaust any of their rights or remedies with respect
to any Collateral therefor or any direct or indirect guarantee thereof, (ii)
marshal the Collateral or any guarantee of the Secured Obligations or to resort
to the Collateral or any such guarantee in any particular order, or (iii) effect
a public sale of any Collateral. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(g) Each Grantor recognizes that the US Administrative Agent may be unable to
effect a public sale of any or all the Pledged Collateral and may be compelled
to resort to one or more private sales thereof in accordance with
<U>clause (a)</U> above.  Each Grantor also  acknowledges  that any private sale may result in prices and other terms less
favorable to the seller than if such sale were a public sale and,  notwithstanding such circumstances,  agrees that
any such  private  sale  shall not be deemed to have been  made in a  commercially  unreasonable  manner  solely by
virtue of such sale being  private.  The US  Administrative  Agent shall be under no  obligation to delay a sale of
any of the  Pledged  Collateral  for the  period of time  necessary  to permit  the  Grantors  or the issuer of the
Pledged  Collateral to register such  securities for public sale under the  Securities Act of 1933, as amended,  or
under  applicable  state  securities laws, even if the Grantors and the issuer would agree to do so, so long as the
action by the US  Administrative  Agent in selling such Pledged  Collateral shall not violate the Securities Act of
1933 or applicable state securities laws. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.3. <U>Grantors' Obligations Upon Default</U>. Upon the request of the US
Administrative Agent after the occurrence of a Default, each Grantor will:
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) assemble and make available to the US Administrative Agent the Collateral
and all books and records relating thereto at any place or places specified by
the US Administrative Agent, whether at the Grantors' premises or elsewhere;
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) permit the US Administrative Agent, by the US Administrative Agent's
representatives and agents, to enter, occupy and use any premises where all or
any part of the Collateral, or the books and records relating thereto, or both,
are located, to take possession of all or any part of the Collateral or the
books and records relating thereto, or both, to remove all or any part of the
Collateral or the books and records relating thereto, or both, and to conduct
sales of the Collateral, without any obligation to pay any Grantor for such use
and occupancy; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(c) prepare and file, or cause an issuer of Pledged Collateral to prepare and
file, with the Securities and Exchange Commission or any other applicable
government agency, registration statements, a prospectus and such other
documentation in connection with the Pledged Collateral as the US Administrative
Agent may request, all in form and substance satisfactory to the US
Administrative Agent, and furnish to the US Administrative Agent, or cause an
issuer of Pledged Collateral to furnish to the US Administrative Agent, any
information regarding the Pledged Collateral in such detail as the US
Administrative Agent may specify; </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(d) take, or cause an issuer of Pledged Collateral to take, any and all actions
necessary to register or qualify the Pledged Collateral to enable the US
Administrative Agent to consummate a public sale or other disposition of the
Pledged Collateral; and </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(e) at its own expense, cause the independent certified public accountants then
engaged by the Grantors to prepare and deliver to the US Administrative Agent
and each Lender, at any time, and from time to time, promptly upon the US
Administrative Agent's request, the following reports with respect to each
Grantor: (i) a reconciliation of all Accounts; (ii) an aging of all Accounts;
(iii) trial balances; and (iv) a test verification of such Accounts. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
5.4. <U>Grant of Intellectual Property License</U>. For the purpose of enabling
the US Administrative Agent to exercise the rights and remedies under this
<U>Article V</U> at such time as the US Administrative Agent shall be lawfully
entitled to exercise such rights and remedies, each Grantor hereby (a) grants to
the US Administrative Agent, for the benefit of the US Administrative Agent and
the Lenders, an irrevocable, nonexclusive license (exercisable without payment
of royalty or other compensation to any Grantor) to use, license or sublicense
any Intellectual property Rights now owned or hereafter acquired by any Grantor,
and wherever the same may be located, and including in such license access to
all media in which any of the licensed items may be recorded or stored and to
all computer software and programs used for the compilation or printout thereof
and (b) irrevocably agrees that the US Administrative Agent may sell any of the
Grantors' Inventory directly to any person, including without limitation persons
who have previously purchased the Grantors' Inventory from a Grantor and in
connection with any such sale or other enforcement of the US Administrative
Agent's rights under this Security Agreement, may sell Inventory which bears any
Trademark owned by or licensed to any Grantor and any Inventory that is covered
by any Copyright owned by or licensed to any Grantor and the US Administrative
Agent may finish any work in process and affix any Trademark owned by or
licensed to any Grantor and sell such Inventory as provided herein. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE VI<BR>
ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.1. <U>Account Verification</U>. The US Administrative Agent may at any time,
in the US Administrative Agent's own name, in the name of a nominee of the US
Administrative Agent, or in the name of any Grantor communicate (by mail,
telephone, facsimile or otherwise) with the Account Debtors of such Grantor,
parties to contracts with any Grantor and obligors in respect of Instruments of
any Grantor to verify with such Persons, to the US Administrative Agent's
satisfaction, the existence, amount, terms of, and any other matter relating to,
Accounts, Instruments, Chattel Paper, payment intangibles and/or other
Receivables. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.2. <U>Authorization for Secured Party to Take Certain Action</U>. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(a) Each Grantor irrevocably authorizes the US Administrative Agent at any time
and from time to time in the sole discretion of the US Administrative Agent and
appoints the US Administrative Agent as its attorney in fact (i) to execute on
behalf of any Grantor as debtor and to file financing statements necessary or
desirable in the US Administrative Agent's sole discretion to perfect and to
maintain the perfection and priority of the US Administrative Agent's security
interest in the Collateral, (ii) to endorse and collect any cash proceeds of the
Collateral, (iii) to file a carbon, photographic or other reproduction of this
Security Agreement or any financing statement with respect to the Collateral as
a financing statement and to file any other financing statement or amendment of
a financing statement (which does not add new collateral or add a debtor) in
such offices as the US Administrative Agent in its sole discretion deems
necessary or desirable to perfect and to maintain the perfection and priority of
the US Administrative Agent's security interest in the Collateral, (iv) to
contact and enter into one or more agreements with the issuers of uncertificated
securities which are Pledged Collateral or with securities intermediaries
holding Pledged Collateral as may be necessary or advisable to give the US
Administrative Agent Control over such Pledged Collateral, (v) to apply the
proceeds of any Collateral received by the US Administrative Agent to the
Secured Obligations as provided in Section 5.17(d), (vi) to discharge past due
taxes, assessments, charges, fees or Liens on the Collateral (except for such
Liens as are specifically permitted hereunder), (vii) to contact Account Debtors
for any reason, (viii) to demand payment or enforce payment of the Receivables
in the name of the US Administrative Agent or any Grantor and to endorse any and
all checks, drafts, and other instruments for the payment of money relating to
the Receivables, (ix) to sign any Grantor's name on any invoice or bill of
lading relating to the Receivables, drafts against any Account Debtor of any
Grantor, assignments and verifications of Receivables, (x) to exercise all of
any Grantor's rights and remedies with respect to the collection of the
Receivables and any other Collateral, (xi) to settle, adjust, compromise, extend
or renew the Receivables, (xii) to settle, adjust or compromise any legal
proceedings brought to collect Receivables, (xiii) to prepare, file and sign any
Grantor's name on a proof of claim in bankruptcy or similar document against any
Account Debtor of any Grantor, (xiv) to prepare, file and sign any Grantor's
name on any notice of Lien, assignment or satisfaction of Lien or similar
document in connection with the Receivables, (xv) to change the address for
delivery of mail addressed to any Grantor to such address as the US
Administrative Agent may designate and to receive, open and dispose of all mail
addressed to any Grantor, and (xvi) to do all other acts and things necessary to
carry out this Security Agreement; and each Grantor agrees to reimburse the US
Administrative Agent on demand for any payment made or any expense incurred by
the US Administrative Agent in connection with any of the foregoing; provided
that, this authorization shall not relieve the Grantors of any of its
obligations under this Security Agreement or under the Credit Agreement.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(b) All acts of said attorney or designee are hereby ratified and approved. The
powers conferred on the US Administrative Agent, for the benefit of the US
Administrative Agent and Lenders, under this Section 6.2 are solely to protect
the US Administrative Agent's interests in the Collateral and shall not impose
any duty upon the US Administrative Agent or any Lender to exercise any such
powers. The US Administrative Agent agrees that, except for the powers granted
in Section 6.2(a)(i)-(vi) and Section 6.2(a)(xvi), it shall not exercise any
power or authority granted to it unless an Event of Default has occurred and is
continuing. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.3. <U>Proxy</U>. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS THE
US ADMINISTRATIVE AGENT AS THE PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN
SECTION 6.2 ABOVE) OF EACH GRANTOR WITH RESPECT TO THE PLEDGED COLLATERAL,
INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER OF
SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED
COLLATERAL, THE APPOINTMENT OF THE US ADMINISTRATIVE AGENT AS PROXY AND
ATTORNEY-IN-FACT SHALL INCLUDE THE RIGHT TO EXERCISE ALL OTHER RIGHTS, POWERS,
PRIVILEGES AND REMEDIES TO WHICH A HOLDER OF SUCH PLEDGED COLLATERAL WOULD BE
ENTITLED (INCLUDING GIVING OR WITHHOLDING WRITTEN CONSENTS OF SHAREHOLDERS,
CALLING SPECIAL MEETINGS OF SHAREHOLDERS AND VOTING AT SUCH MEETINGS). SUCH
PROXY SHALL BE EFFECTIVE, AUTOMATICALLY AND WITHOUT THE NECESSITY OF ANY ACTION
(INCLUDING ANY TRANSFER OF ANY SUCH PLEDGED COLLATERAL ON THE RECORD BOOKS OF
THE ISSUER THEREOF) BY ANY PERSON (INCLUDING THE ISSUER OF SUCH PLEDGED
COLLATERAL OR ANY OFFICER OR AGENT THEREOF), UPON THE OCCURRENCE OF A DEFAULT.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
6.4. <U>Nature of Appointment; Limitation of Duty</U>. THE APPOINTMENT OF THE
AGENT AS PROXY AND ATTORNEY-IN-FACT IN THIS ARTICLE VI IS COUPLED WITH AN
INTEREST AND SHALL BE IRREVOCABLE UNTIL THE DATE ON WHICH THIS SECURITY
AGREEMENT IS TERMINATED IN ACCORDANCE WITH SECTION 8.14. NOTWITHSTANDING
ANYTHING CONTAINED HEREIN, NEITHER THE AGENT, NOR ANY LENDER, NOR ANY OF THEIR
RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES
SHALL HAVE ANY DUTY TO EXERCISE ANY RIGHT OR POWER GRANTED HEREUNDER OR
OTHERWISE OR TO PRESERVE THE SAME AND SHALL NOT BE LIABLE FOR ANY FAILURE TO DO
SO OR FOR ANY DELAY IN DOING SO, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE
SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED
BY A COURT OF COMPETENT JURISDICTION; PROVIDED THAT, IN NO EVENT SHALL THEY BE
LIABLE FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES.
</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE VII<BR>
INTENTIONALLY OMITTED</FONT></P>
<BR>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE VIII<BR>
GENERAL PROVISIONS</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.1. <U>Waivers</U>. Each Grantor hereby waives notice of the time and place of
any public sale or the time after which any private sale or other disposition of
all or any part of the Collateral may be made. To the extent such notice may not
be waived under applicable law, any notice made shall be deemed reasonable if
sent to the Grantors, addressed as set forth in Article IX, at least ten days
prior to (i) the date of any such public sale or (ii) the time after which any
such private sale or other disposition may be made. To the maximum extent
permitted by applicable law, each Grantor waives all claims, damages, and
demands against the US Administrative Agent or any Lender arising out of the
repossession, retention or sale of the Collateral, except such as arise solely
out of the gross negligence or willful misconduct of the US Administrative Agent
or such Lender as finally determined by a court of competent jurisdiction. To
the extent it may lawfully do so, each Grantor absolutely and irrevocably waives
and relinquishes the benefit and advantage of, and covenants not to assert
against the US Administrative Agent or any Lender, any valuation, stay,
appraisal, extension, moratorium, redemption or similar laws and any and all
rights or defenses it may have as a surety now or hereafter existing which, but
for this provision, might be applicable to the sale of any Collateral made under
the judgment, order or decree of any court, or privately under the power of sale
conferred by this Security Agreement, or otherwise. Except as otherwise
specifically provided herein, each Grantor hereby waives presentment, demand,
protest or any notice (to the maximum extent permitted by applicable law) of any
kind in connection with this Security Agreement or any Collateral. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.2. <U>Limitation on US Administrative Agent's and Lenders' Duty with Respect
to the Collateral</U>. The US Administrative Agent shall have no obligation to
clean-up or otherwise prepare the Collateral for sale. The US Administrative
Agent and each Lender shall use reasonable care with respect to the Collateral
in its possession or under its control. Neither the US Administrative Agent nor
any Lender shall have any other duty as to any Collateral in its possession or
control or in the possession or control of any agent or nominee of the US
Administrative Agent or such Lender, or any income thereon or as to the
preservation of rights against prior parties or any other rights pertaining
thereto. To the extent that applicable law imposes duties on the US
Administrative Agent to exercise remedies in a commercially reasonable manner,
each Grantor acknowledges and agrees that it is commercially reasonable for the
US Administrative Agent (i) to fail to incur expenses deemed significant by the
US Administrative Agent to prepare Collateral for disposition or otherwise to
transform raw material or work in process into finished goods or other finished
products for disposition, (ii) to fail to obtain third party consents for access
to Collateral to be disposed of, or to obtain or, if not required by other law,
to fail to obtain governmental or third party consents for the collection or
disposition of Collateral to be collected or disposed of, (iii) to fail to
exercise collection remedies against Account Debtors or other Persons obligated
on Collateral or to remove Liens on or any adverse claims against Collateral,
(iv) to exercise collection remedies against Account Debtors and other Persons
obligated on Collateral directly or through the use of collection agencies and
other collection specialists, (v) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the
Collateral is of a specialized nature, (vi) to contact other Persons, whether or
not in the same business as the Grantors, for expressions of interest in
acquiring all or any portion of such Collateral, (vii) to hire one or more
professional auctioneers to assist in the disposition of Collateral, whether or
not the Collateral is of a specialized nature, (viii) to dispose of Collateral
by utilizing internet sites that provide for the auction of assets of the types
included in the Collateral or that have the reasonable capacity of doing so, or
that match buyers and sellers of assets, (ix) to dispose of assets in wholesale
rather than retail markets, (x) to disclaim disposition warranties, such as
title, possession or quiet enjoyment, (xi) to purchase insurance or credit
enhancements to insure the US Administrative Agent against risks of loss,
collection or disposition of Collateral or to provide to the US Administrative
Agent a guaranteed return from the collection or disposition of Collateral, or
(xii) to the extent deemed appropriate by the US Administrative Agent, to obtain
the services of other brokers, investment bankers, consultants and other
professionals to assist the US Administrative Agent in the collection or
disposition of any of the Collateral. Each Grantor acknowledges that the purpose
of this Section 8.2 is to provide non-exhaustive indications of what actions or
omissions by the US Administrative Agent would be commercially reasonable in the
US Administrative Agent's exercise of remedies against the Collateral and that
other actions or omissions by the US Administrative Agent shall not be deemed
commercially unreasonable solely on account of not being indicated in this
Section 8.2. Without limitation upon the foregoing, nothing contained in this
Section 8.2 shall be construed to grant any rights to any Grantor or to impose
any duties on the US Administrative Agent that would not have been granted or
imposed by this Security Agreement or by applicable law in the absence of this
Section 8.2. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.3. <U>Compromises and Collection of Collateral</U>. Each Grantor and the US
Administrative Agent recognize that setoffs, counterclaims, defenses and other
claims may be asserted by obligors with respect to certain of the Receivables,
that certain of the Receivables may be or become uncollectible in whole or in
part and that the expense and probability of success in litigating a disputed
Receivable may exceed the amount that reasonably may be expected to be recovered
with respect to a Receivable. In view of the foregoing, each Grantor agrees that
the US Administrative Agent may at any time and from time to time, if an Event
of Default has occurred and is continuing, compromise with the obligor on any
Receivable, accept in full payment of any Receivable such amount as the US
Administrative Agent in its sole discretion shall determine or abandon any
Receivable, and any such action by the US Administrative Agent shall be
commercially reasonable so long as the US Administrative Agent acts in good
faith based on information known to it at the time it takes any such action.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.4. <U>Secured Party Performance of Debtor Obligations</U>. Without having any
obligation to do so, the US Administrative Agent may perform or pay any
obligation which any Grantor has agreed to perform or pay in this Security
Agreement and the Grantors shall reimburse the US Administrative Agent for any
amounts paid by the US Administrative Agent pursuant to this Section 8.4. The
Grantors' obligations to reimburse the US Administrative Agent pursuant to the
preceding sentence shall be a Secured Obligation payable on demand. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.5. <U>Specific Performance of Certain Covenants</U>. Each Grantor acknowledges
and agrees that a breach of any of the covenants contained in Sections 4.1(d),
4.1(e), 4.4, 4.5, 4.6, 4.7, 4.8, 4.9, 4.10, 4.12, 4.13, 4.14, 4.15, 4.16, 5.3,
or 8.7 will cause irreparable injury to the US Administrative Agent and the
Lenders, that the US Administrative Agent and Lenders have no adequate remedy at
law in respect of such breaches and therefore agrees, without limiting the right
of the US Administrative Agent or the Lenders to seek and obtain specific
performance of other obligations of the Grantors contained in this Security
Agreement, that the covenants of the Grantors contained in the Sections referred
to in this Section 8.5 shall be specifically enforceable against the Grantors.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.6. <U>Dispositions Not Authorized</U>. No Grantor is authorized to sell or
otherwise dispose of the Collateral except as set forth in Section 4.1(d) and
notwithstanding any course of dealing between the Grantors and the US
Administrative Agent or other conduct of the US Administrative Agent, no
authorization to sell or otherwise dispose of the Collateral (except as set
forth in Section 4.1(d)) shall be binding upon the US Administrative Agent or
the Lenders unless such authorization is in writing signed by the US
Administrative Agent with the consent or at the direction of the Required
Secured Parties. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.7. <U>No Waiver; Amendments; Cumulative Remedies</U>. No delay or omission of
the US Administrative Agent or any Lender to exercise any right or remedy
granted under this Security Agreement shall impair such right or remedy or be
construed to be a waiver of any Default or an acquiescence therein, and any
single or partial exercise of any such right or remedy shall not preclude any
other or further exercise thereof or the exercise of any other right or remedy.
No waiver, amendment or other variation of the terms, conditions or provisions
of this Security Agreement whatsoever shall be valid unless in writing signed by
the US Administrative Agent with the concurrence or at the direction of the
Lenders required under Section 9.02 of the Credit Agreement and then only to the
extent in such writing specifically set forth. All rights and remedies contained
in this Security Agreement or by law afforded shall be cumulative and all shall
be available to the US Administrative Agent and the Lenders until the Secured
Obligations have been paid in full. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.8. <U>Limitation by Law; Severability of Provisions</U>. All rights, remedies
and powers provided in this Security Agreement may be exercised only to the
extent that the exercise thereof does not violate any applicable provision of
law, and all the provisions of this Security Agreement are intended to be
subject to all applicable mandatory provisions of law that may be controlling
and to be limited to the extent necessary so that they shall not render this
Security Agreement invalid, unenforceable or not entitled to be recorded or
registered, in whole or in part. Any provision in any this Security Agreement
that is held to be inoperative, unenforceable, or invalid in any jurisdiction
shall, as to that jurisdiction, be inoperative, unenforceable, or invalid
without affecting the remaining provisions in that jurisdiction or the
operation, enforceability, or validity of that provision in any other
jurisdiction, and to this end the provisions of this Security Agreement are
declared to be severable. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.9. <U>Reinstatement</U>. This Security Agreement shall remain in full force
and effect and continue to be effective should any petition be filed by or
against any Grantor for liquidation or reorganization, should any Grantor become
insolvent or make an assignment for the benefit of any creditor or creditors or
should a receiver or trustee be appointed for all or any significant part of any
Grantor's assets, and shall continue to be effective or be reinstated, as the
case may be, if at any time payment and performance of the Secured Obligations,
or any part thereof, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any obligee of the Secured
Obligations, whether as a "voidable preference," "fraudulent conveyance," or
otherwise, all as though such payment or performance had not been made. In the
event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Secured Obligations shall be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.10. <U>Benefit of Agreement</U>. The terms and provisions of this Security
Agreement shall be binding upon and inure to the benefit of each Grantor, the US
Administrative Agent and the Lenders and their respective successors and assigns
(including all persons who become bound as a debtor to this Security Agreement),
except that no Grantor shall have the right to assign its rights or delegate its
obligations under this Security Agreement or any interest herein, without the
prior written consent of the US Administrative Agent. No sales of
participations, assignments, transfers, or other dispositions of any agreement
governing the Secured Obligations or any portion thereof or interest therein
shall in any manner impair the Lien granted to the US Administrative Agent, for
the benefit of the US Administrative Agent and the Lenders, hereunder.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.11. <U>Survival of Representations</U>. All representations and warranties of
each Grantor contained in this Security Agreement shall survive the execution
and delivery of this Security Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.12. <U>Taxes and Expenses</U>. Any taxes (including income taxes) payable or
ruled payable by Federal or State authority in respect of this Security
Agreement shall be paid by the Grantors, together with interest and penalties,
if any. The Grantors shall reimburse the US Administrative Agent for any and all
out-of-pocket expenses and internal charges (including reasonable attorneys',
auditors' and accountants' fees and reasonable time charges of attorneys,
paralegals, auditors and accountants who may be employees of the US
Administrative Agent) paid or incurred by the US Administrative Agent in
connection with the preparation, execution, delivery, administration, collection
and enforcement of this Security Agreement and in the audit, analysis,
administration, collection, preservation or sale of the Collateral (including
the expenses and charges associated with any periodic or special audit of the
Collateral). Any and all costs and expenses incurred by the Grantors in the
performance of actions required pursuant to the terms hereof shall be borne
solely by the Grantors. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.13. <U>Headings</U>. The title of and section headings in this Security
Agreement are for convenience of reference only, and shall not govern the
interpretation of any of the terms and provisions of this Security Agreement.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.14. <U>Termination</U>. This Security Agreement shall continue in effect
(notwithstanding the fact that from time to time there may be no Secured
Obligations outstanding) until (i) the Credit Agreement has terminated pursuant
to its express terms and (ii) all of the Secured Obligations have been
indefeasibly paid and performed in full (or with respect to any outstanding
Letters of Credit, a cash deposit or Supporting Letter of Credit has been
delivered to the US Administrative Agent as required by the Credit Agreement)
and no commitments of the US Administrative Agent or the Lenders which would
give rise to any Secured Obligations are outstanding. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.15. <U>Entire Agreement</U>. This Security Agreement embodies the entire
agreement and understanding between the Grantors and the US Administrative Agent
relating to the Collateral and supersedes all prior agreements and
understandings between the Grantors and the US Administrative Agent relating to
the Collateral. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.16. <U>CHOICE OF LAW</U>. THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO
NATIONAL BANKS. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.17. <U>CONSENT TO JURISDICTION</U>. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT
SITTING IN NEW YORK, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT AND EACH GRANTOR
HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES
ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,
ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN
INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE US
ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY GRANTOR IN
THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY GRANTOR
AGAINST THE US ADMINISTRATIVE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT
OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING
OUT OF, RELATED TO, OR CONNECTED WITH THIS SECURITY AGREEMENT OR ANY OTHER LOAN
DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW YORK. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.18. <U>WAIVER OF JURY TRIAL</U>. EACH GRANTOR, THE US ADMINISTRATIVE AGENT AND
EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR
OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH THIS
SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED
THEREUNDER. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.19. <U>Indemnity</U>. Each Grantor hereby agrees to indemnify the US
Administrative Agent and the Lenders, and their respective successors, assigns,
agents and employees, from and against any and all liabilities, damages,
penalties, suits, costs, and expenses of any kind and nature (including, without
limitation, all expenses of litigation or preparation therefor whether or not
the US Administrative Agent or any Lender is a party thereto) imposed on,
incurred by or asserted against the US Administrative Agent or the Lenders, or
their respective successors, assigns, agents and employees, in any way relating
to or arising out of this Security Agreement, or the manufacture, purchase,
acceptance, rejection, ownership, delivery, lease, possession, use, operation,
condition, sale, return or other disposition of any Collateral (including,
without limitation, latent and other defects, whether or not discoverable by the
US Administrative Agent or the Lenders or the Grantors, and any claim for
Patent, Trademark or Copyright infringement). </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
8.20. <U>Counterparts</U>. This Security Agreement may be executed in any number
of counterparts, all of which taken together shall constitute one agreement, and
any of the parties hereto may execute this Security Agreement by signing any
such counterpart. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE IX<BR>
NOTICES</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.1. <U>Sending Notices</U>. Any notice required or permitted to be given under
this Security Agreement shall be sent by United States mail, telecopier,
personal delivery or nationally established overnight courier service, and shall
be deemed received (a) when received, if sent by hand or overnight courier
service, or mailed by certified or registered mail notices or (b) when sent, if
sent by telecopier (except that, if not given during normal business hours for
the recipient, shall be deemed to have been given at the opening of business on
the next Business Day for the recipient), in each case addressed to any Grantor
at the address set forth on <U>Exhibit A</U> as its principal place of business,
and to the US Administrative Agent and the Lenders at the addresses set forth in
accordance with Section 9.01 of the Credit Agreement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
9.2. <U>Change in Address for Notices</U>. Each of the Grantors, the US
Administrative Agent and the Lenders may change the address for service of
notice upon it by a notice in writing to the other parties. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>ARTICLE X<BR>
THE US ADMINISTRATIVE AGENT</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
JPMorgan Chase Bank, N.A. has been appointed US Administrative Agent for the
Lenders hereunder pursuant to Article VIII of the Credit Agreement. It is
expressly understood and agreed by the parties to this Security Agreement that
any authority conferred upon the US Administrative Agent hereunder is subject to
the terms of the delegation of authority made by the Lenders to the US
Administrative Agent pursuant to the Credit Agreement, and that the US
Administrative Agent has agreed to act (and any successor US Administrative
Agent shall act) as such hereunder only on the express conditions contained in
such Article VIII. Any successor US Administrative Agent appointed pursuant to
Article VIII of the Credit Agreement shall be entitled to all the rights,
interests and benefits of the US Administrative Agent hereunder. </FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>[Signature Page Follows]</FONT></P>

<PAGE>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
IN WITNESS WHEREOF, each Grantor and the US Administrative Agent have executed
this Security Agreement as of the date first above written. </FONT></P>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>
SYSTEMAX INC.<BR>
<BR>
<BR>
By:<U> /s/ Steven M. Goldschein
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=5%>
Name:<BR>
Title:
</TD>
<TD WIDTH=45%>
Steven M. Goldschein<BR>
Senior Vice President
</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>
SYSTEMAX MANUFACTURING INC.<BR>
GLOBAL COMPUTER SUPPLIES INC.<BR>
GLOBAL EQUIPMENT COMPANY INC.<BR>
TIGERDIRECT, INC.<BR>
DARTEK CORPORATION<BR>
NEXEL INDUSTRIES, INC.<BR>
MISCO AMERICA INC.<BR>
ONREBATE.COM INC.<BR>
PAPIER CATALOGUES, INC.<BR>
CATALOG DATA SYSTEMS, INC.<BR>
MILLENNIUM FALCON CORP.<BR>
TEK SERV INC.<BR>
B.T.S.A., INC.<BR>
PROFIT CENTER SOFTWARE INC.<BR>
GLOBAL GOV/ED SOLUTIONS INC.<BR>
GLOBAL GOVERNMENT &amp; EDUCATION INC.<BR>
SYX DISTRIBUTION INC.<BR>
SYX SERVICES INC.<BR>
ULTRA PRODUCTS INC.<BR>
<BR>
<BR>
By:<U> /s/ Steven M. Goldschein
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=5%>
Name:<BR>
Title:
</TD>
<TD WIDTH=45%>
Steven M. Goldschein<BR>
Vice President
</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>
SYSTEMAX SUWANEE LLC<BR>
<BR>
By:&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Systemax Inc., Member
</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>
By:<U> /s/ Steven M. Goldschein
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=5%>
Name:<BR>
Title:
</TD>
<TD WIDTH=45%>
Steven M. Goldschein<BR>
Operating Manager
</TD>
</TR>
</TABLE>
<BR>

<PAGE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>
THE MILLENIUM GROUP LLC<BR>
<BR>
<BR>
By:<U> /s/ Steven M. Goldschein
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=5%>
Name:<BR>
Title:
</TD>
<TD WIDTH=45%>
Steven M. Goldschein<BR>
Vice President
</TD>
</TR>
</TABLE>
<BR>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=50%>
JPMORGAN CHASE BANK, N.A.,<BR>
&nbsp;&nbsp;as US Administrative Agent<BR>
<BR>
By:<U> /s/ Donna M. DiForio
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</TD>
</TR>
</TABLE>
<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%>&nbsp;</TD>
<TD WIDTH=5%>
Name:<BR>
Title:
</TD>
<TD WIDTH=45%>
Donna M. DiForio<BR>
Vice President
</TD>
</TR>
</TABLE>
<BR>

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