STOCK PURCHASE AGREEMENT

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EXHIBIT 2.1

CONFIDENTIAL TREATMENT REQUESTED

--------------------

STOCK PURCHASE AGREEMENT

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AMONG

FAIRLANE CREDIT LLC

FORD MOTOR CREDIT COMPANY

TRIAD ACQUISITION CORP.

AND

TRIAD HOLDINGS, INC.

DATED AS OF DECEMBER 23, 2004

CONFIDENTIAL PORTIONS OF THIS EXHIBIT MARKED WITH A TRIPLE

ASTERISK ("***") HAVE BEEN OMITTED FROM THIS EXHIBIT AND FILED

SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT IN

ACCORDANCE WITH RULE 406 UNDER THE SECURITIES ACT OF 1933, AS

AMENDED.

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TABLE OF CONTENTS

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ARTICLE I

DEFINITIONS

1.01. Certain Defined Terms..................................................................................... 1

1.02. Definitions............................................................................................... 8

ARTICLE II

PURCHASE AND SALE OF SHARES; CLOSING

2.01. Purchase and Sale of the Shares........................................................................... 10

2.02. Purchase Price............................................................................................ 10

2.03. Payments on the Closing Date.............................................................................. 11

2.04. Closing; Payments......................................................................................... 11

2.05. Closing Date Debt Amount.................................................................................. 11

2.06. Preparation of Closing Date Balance Sheet................................................................. 12

2.07. Adjustment Amount......................................................................................... 13

2.08. Change of Control Premium................................................................................. 14

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER AND PARENT

3.01. Organization, Authority and Qualification of the Seller and the Parent.................................... 14

3.02. Organization, Authority and Qualification of the Company.................................................. 15

3.03. Subsidiaries.............................................................................................. 15

3.04. Capitalization............................................................................................ 15

3.05. No Conflict............................................................................................... 16

3.06. Consents and Approvals.................................................................................... 16

3.07. Taxes..................................................................................................... 16

3.08. Employee Matters.......................................................................................... 17

3.09. Financial Statements...................................................................................... 18

3.10. Undisclosed Liabilities................................................................................... 18

3.11. Absence of Certain Changes or Events...................................................................... 18

3.12. Litigation................................................................................................ 19

3.13. Compliance with Laws; Permits............................................................................. 19

3.14. Contracts; No Defaults.................................................................................... 20

3.15. Brokers................................................................................................... 21

3.16. Securitization Transactions............................................................................... 21

3.17. Real Property............................................................................................. 22

3.18. Intellectual Property..................................................................................... 23

3.19. Insurance................................................................................................. 24

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3.20. Transactions with Certain Affiliates...................................................................... 24

3.21. Electronic Files.......................................................................................... 25

3.22. Disclaimer of Other Representations and Warranties........................................................ 25

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER AND HOLDINGS

4.01. Organization and Authority of the Purchaser and Holdings.................................................. 25

4.02. No Conflict............................................................................................... 26

4.03. Consents and Approvals.................................................................................... 26

4.04. Litigation................................................................................................ 26

4.05. Brokers................................................................................................... 26

4.06. Acquisition of Shares for Investment...................................................................... 26

4.07. Investigation by Purchaser; Seller's and Parent's Liability............................................... 27

4.08. Financing................................................................................................. 28

ARTICLE V

PRE-CLOSING COVENANTS

5.01. Operation of the Business................................................................................. 28

5.02. Access to Information; Confidentiality.................................................................... 31

5.03. Notices and Consents...................................................................................... 32

5.04. Termination; Assignment................................................................................... 32

5.05. Notice of Developments.................................................................................... 32

5.06. Financing................................................................................................. 32

5.07. Certain Bank Accounts..................................................................................... 34

5.08. Exclusivity............................................................................................... 34

5.09. Hedge Agreement........................................................................................... 34

ARTICLE VI

POST CLOSING COVENANTS

6.01. Further Action............................................................................................ 34

6.02. Intellectual Property..................................................................................... 34

6.03. Access to Records......................................................................................... 34

6.04. Non-Solicitation of the Purchaser's Employees............................................................. 35

6.05. Confidentiality/ Seller and Parent........................................................................ 35

6.06. Confidentiality/ Purchaser................................................................................ 35

6.07. Participation Agreement................................................................................... 36

ARTICLE VII

TAX MATTERS

7.01. Allocation of Straddle of Non-Periodic Taxes.............................................................. 36

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7.02. Payment of Taxes.......................................................................................... 36

7.03. Transfer Taxes............................................................................................ 37

7.04. Filing of Tax Returns..................................................................................... 37

7.05. Tax Refunds, Overpayments or Credits...................................................................... 38

7.06. Post-Closing Actions...................................................................................... 38

7.07. Cooperation............................................................................................... 38

7.08. Section 338(h)(10) Elections.............................................................................. 39

7.09. Tax Indemnity............................................................................................. 40

7.10. Tax Contests.............................................................................................. 41

7.11. Sales and Use Tax......................................................................................... 42

ARTICLE VIII

INDEMNIFICATION

8.01. Survival.................................................................................................. 43

8.02. Indemnification by the Seller and the Parent.............................................................. 44

8.03. Indemnification by the Purchaser and Holdings............................................................. 45

8.04. Limits on Indemnification................................................................................. 46

8.05. Tax Treatment/ Insurance Claims........................................................................... 48

8.06. Third Party Claims........................................................................................ 48

8.07. Exclusive Remedy.......................................................................................... 49

ARTICLE IX

CONDITIONS TO OBLIGATIONS OF THE SELLER AND THE PARENT

9.01. Representations, Warranties and Covenants................................................................. 50

9.02. No Proceeding or Litigation............................................................................... 50

9.03. Purchaser's Note; HFI Loan and Security Agreement......................................................... 50

9.04. Participation Agreement................................................................................... 50

9.05. Deliverables.............................................................................................. 51

9.06. Consents and Approvals.................................................................................... 51

ARTICLE X

CONDITIONS TO OBLIGATIONS OF THE PURCHASER AND HOLDINGS

10.01. Representations, Warranties and Covenants................................................................ 51

10.02. No Proceeding or Litigation.............................................................................. 51

10.03. Financing................................................................................................ 51

10.04. HFI Loan and Security Agreement.......................................................................... 51

10.05. Participation Agreement.................................................................................. 51

10.06. Consents and Approvals................................................................................... 52

10.07. Deliverables............................................................................................. 52

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ARTICLE XI

CLOSING DELIVERIES

11.01. Closing Deliveries of the Seller......................................................................... 52

11.02. Closing Deliveries of the Purchaser...................................................................... 52

ARTICLE XII

TERMINATION, AMENDMENT AND WAIVER

12.01. Termination.............................................................................................. 53

12.02. Effect of Termination.................................................................................... 54

ARTICLE XIII

GENERAL PROVISIONS

13.01. Expenses.................................................................................................. 54

13.02. Headings.................................................................................................. 54

13.03. Construction.............................................................................................. 54

13.04. Notices................................................................................................... 55

13.05. Public Announcements...................................................................................... 56

13.06. Severability.............................................................................................. 57

13.07. Disclosure Schedule....................................................................................... 57

13.08. Entire Agreement.......................................................................................... 57

13.09. Assignment................................................................................................ 57

13.10. Amendment................................................................................................. 57

13.11. Waiver.................................................................................................... 57

13.12. No Third Party Beneficiaries.............................................................................. 57

13.13. Arbitration............................................................................................... 58

13.14. Governing Law............................................................................................. 58

13.15. Counterparts.............................................................................................. 59

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DISCLOSURE SCHEDULE

The Disclosure Schedule shall include the following Sections:

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3.03 Subsidiaries

3.06 Consents and Approvals

3.07 Taxes

3.08 Employee Matters

3.10 Undisclosed Liabilities

3.11 Absence of Certain Changes or Events

3.12 Litigation

3.13 Compliance with Laws; Permits

3.14 Contracts; No Defaults

3.16 Securitization Transactions

3.17 Real Property

3.18 Intellectual Property

3.19 Insurance

3.20 Transactions with Certain Affiliates

3.21 Electronic Files

4.03 Consents and Approvals

4.04 Litigation

4.07 Investigation by Purchaser; Seller's and Parent's Liability

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EXHIBITS

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Exhibit A Company's Accounting Principles and Agreed Upon Procedures

Exhibit B Purchaser's Note

Exhibit C HFI Loan and Security Agreement

Exhibit D Intentionally Omitted

Exhibit E June 30th Balance Sheet

Exhibit F Instrument of Accession to Stock Purchase Agreement

Exhibit G Participation Agreement

Exhibit H Summary of Hedge Agreement

Exhibit I Section 338(h)(10) Elections

Exhibit J Consents and Approvals

Exhibit K Guaranty

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STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of December 23,

2004, by and among FAIRLANE CREDIT LLC, a Delaware limited liability company

(the "Seller"), FORD MOTOR CREDIT COMPANY, a Delaware corporation ("Parent"),

TRIAD ACQUISITION CORP., a Delaware corporation (the "Purchaser") and TRIAD

HOLDINGS, INC., a Delaware corporation ("Holdings").

WHEREAS, the Seller owns all the issued and outstanding shares (the

"Shares") of common stock, no par value (the "Common Stock"), of TRIAD FINANCIAL

CORPORATION, a California corporation (the "Company");

WHEREAS, the Seller is a wholly-owned subsidiary of Parent;

WHEREAS, the Purchaser is a wholly-owned subsidiary of Holdings;

WHEREAS, the Company and its Subsidiaries are engaged in the business of

purchasing retail installment sales contracts from automobile dealers and other

third-party lenders, originating motor vehicle loans directly to consumers,

purchasing motor vehicle loans from third party lenders and servicing such

installment sales contracts and loans (the "Business"); and

WHEREAS, the Seller wishes to sell to the Purchaser, and the Purchaser

wishes to purchase from the Seller, the Shares, upon the terms and subject to

the conditions set forth herein;

NOW, THEREFORE, in consideration of the promises and the mutual agreements

and covenants hereinafter set forth, and intending to be legally bound, the

parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.01. Certain Defined Terms. For purposes of this Agreement:

"Action" means any administrative, regulatory or judicial claim, action,

suit, arbitration, petition, appeal, demand, lien, notice of noncompliance or

violation, investigation, proceeding, consent orders or consent agreements,

inquiry, proceeding or investigation by or before any Governmental Authority.

"Affiliate" means, with respect to any specified Person, any other Person

that directly, or indirectly through one or more intermediaries, controls, is

controlled by, or is under common control with, such specified Person. For the

purpose hereof, the terms "control" or "controlled by" shall mean the possession

of the power to direct, or cause the direction of, management and policies of

the Company by contract or voting of securities or ownership interest.

"Agreed Upon Procedures" means the accounting procedures mutually agreed

upon by the parties expressly set forth on Exhibit A and described in reasonable

detail therein.

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"Applicable Rate" means *** with respect to any Prepayment of a component

of the Final Cash Consideration and the Equity Adjustment and *** with respect

to any Prepayment relating to the Intercompany Debt, the Initial Debt Adjustment

and the Second Debt Adjustment.

"Beneficial Owner" means beneficial owner as defined in Rule 13d-3 under

the Exchange Act.

"Benefit Plan" means each "employee benefit plan," as defined in Section

3(3) of ERISA and each profit-sharing, bonus, stock option, stock purchase,

stock ownership, pension, retirement, severance, deferred compensation, excess

benefit, supplemental unemployment, post-retirement medical or life insurance,

welfare or incentive plan, or sick leave, long-term disability, medical,

hospitalization, life insurance, other insurance plan, or other employee benefit

plan, program, arrangement or agreement, whether written or unwritten, qualified

or non-qualified, funded or unfunded, maintained or contributed to by Seller or

the Company or any of their affiliates for the benefit of officers, directors,

employees or independent contractors of the Company or its Subsidiaries,

including but not limited to any individual contract, offer letter or agreement

with or addressed to any officer, director, employee or independent contractor

of the Company or its Subsidiaries pursuant to which any Person has any actual

or contingent liability or obligation to provide compensation and/or benefits in

consideration for past, present or future services.

"Business Day" means any day that is not a Saturday, a Sunday or other day

on which the banks in New York, NY are authorized by Law or executive order to

be closed.

"Change of Control" shall mean, with respect to the Company after the

Closing Date, (a) the sale or other disposition, or the approval by either the

stockholders or the board of directors of the Company of a sale or other

disposition, of all or substantially all of the assets of the Company in the

aggregate, whether pursuant to a single transaction or pursuant to a series of

transactions, other than through the sale of securitized assets in the ordinary

course of the Company's business; (b) any Person other than the Purchaser or the

Controlling Shareholders or any Control Affiliate, in the aggregate, becomes or

agrees to become the Beneficial Owner, directly or indirectly, of securities of

the Company or the surviving entity representing twenty-five percent (25%) or

more of the then issued and outstanding equity and equity-equivalent securities

of the Company or the surviving entity, other than any transaction that (i) is

neither required to be disclosed by any Law nor permitted by its terms to be

publicly announced or otherwise disclosed (other than pursuant to customary

disclosure exceptions relating to non-public disclosures required by law) by any

of the parties thereto (and does not otherwise constitute a Change of Control

under clause (c) of this definition) nor (ii) results in any Person becoming the

Beneficial Owner of fifty percent (50%) or more of the then issued and

outstanding equity and equity-equivalent securities of the ultimate parent

entity of the Company or the surviving entity; or (c) a merger or consolidation

of the Company with or into any other entity, or a merger of any other entity

into the Company, or the approval by either the stockholders or the board of

directors of the Company of any such merger or consolidation, as a result of

which the Purchaser, the Controlling Shareholders or any Control Affiliate, in

the aggregate, ceases to be the Beneficial Owner, directly or indirectly, of

securities of the Company or the surviving entity representing more than fifty

percent (50%) of the then issued and outstanding equity and equity-equivalent

securities of the Company or the surviving entity.

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"Change of Control Date" means such time as the transaction underlying the

Change of Control has been consummated.

"Change of Control Purchase Price" shall mean (a) the total pre-tax fair

market value (as of the Change of Control Date) of all consideration (including

cash, securities, property, and any other form of consideration) paid or

payable, or otherwise to be distributed, directly or indirectly, to the

Purchaser, or the Controlling Shareholders or an Affiliate thereof in connection

with such Change of Control, in exchange for their shares of the Company (or any

successor thereto) or, the implied valuation of such shares in connection with

any primary share offering which constitutes a Change of Control, plus (b) the

cumulative amount of any distribution to any of such Persons in excess of net

income from Closing to such Change of Control Date plus (c) the amount by which

the Final Cash Consideration exceeded the Purchaser's cash equity investment in

the Company or Holdings as of the Closing Date.

"Code" means the Internal Revenue Code of 1986, as amended.

"Company's Accounting Principles" means the accounting principles of the

Company expressly set forth in Exhibit A and described in reasonable detail

therein.

"Company Loan" means each currently outstanding motor vehicle loan or

motor vehicle installment sales contract owned or managed by the Company or any

Subsidiary (including any outstanding loans sold or pledged in a Securitization

Transaction).

"Control Affiliate" means (i) any Person, of which the Purchaser or any of

the Controlling Shareholders is the Beneficial Owner, directly or indirectly, of

fifty percent (50%) or more of the then issued and outstanding equity and

equity-equivalent securities; and (ii) any Person, which is the Beneficial

Owner, directly or indirectly, of fifty percent (50%) or more of the then issued

and outstanding equity and equity-equivalent securities of a Controlling

Shareholder; and (iii) any Person the issued and outstanding equity and

equity-equivalent securities of which are Beneficially Owned, directly or

indirectly, fifty percent (50%) or more by any Person owning securities of a

Controlling Shareholder and which meets the qualifications in the foregoing

clause (ii); and (iv) any investment fund the general partner or manager of

which is a Controlling Shareholder or is a Control Affiliate under any of

clauses (i) - (iii) above.

"Controlled Group Liabilities" means any liabilities attributable to the

compensation, benefit, welfare and other comparable plans or arrangements of the

Seller or its Affiliates (or any of their respective predecessors or successors)

or any multiemployer plan within the meaning of Section 4001(a)(3) of ERISA to

which the Seller or any of its Affiliates (or any of their respective

predecessors or successors, but not including the Company and its Subsidiaries)

are or were obligated to contribute, (i) under Title IV of ERISA, (ii) under

Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, (iv) as a

result of a failure to comply with the continuation coverage requirements of

Section 601 et seq. of ERISA and Section 4980B of the Code, and (v) under

corresponding or similar provisions of foreign laws or regulations.

"Controlling Shareholders" means the Goldman Sachs Investor Group,

Hunter's Glen/Ford, Ltd. and GTCR Golder Rauner II, LLC.

"Disclosure Schedule" means the Disclosure Schedule attached hereto, dated

as of the date hereof, delivered by the Seller and the Parent or the Purchaser

and Holdings, as the case

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may be, to the other party pursuant to this Agreement prior to the execution

hereof, as such Disclosure Schedule may be modified pursuant to Section 5.05(b)

hereof.

"Encumbrance" means any security interest, pledge, hypothecation,

mortgage, deed of trust, lien (including environmental and Tax liens),

assignment, charge or deposit arrangement, defect in title, violation, lease,

license, encumbrance, servient easement, adverse claim, reversion, reverter,

preference, priority or other security interest or preferential arrangement of

any kind or nature whatsoever (including those created by, arising under or

evidenced by any conditional sale or other title retention agreement),

restrictive covenant, the interest of a lessor under a capital lease (meaning

any leasing or similar arrangement which is classified as a capital lease in the

Financial Statements in accordance with GAAP), any financing lease bearing

substantially the same economic effect as any of the foregoing, any contingent

or other agreement to provide any of the foregoing, and any other condition or

restriction of any kind, including any restriction on the use, voting, transfer,

receipt of income or any other exercise of any attributes of ownership.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"GAAP" means generally accepted accounting principles for financial

reporting in the United States.

"Goldman Sachs Investor Group" means GS Capital Partners 2000, L.P., GS

Capital Partners 2000 Employee Fund, L.P., GS Capital Partners 2000 Offshore,

L.P., Goldman Sachs Direct Investment Fund 2000, L.P., GS Capital Partners 2000

GmbH & Co. BETEILIGUNGS KG and MTGLQ Investors, L.P.

"Governmental Authority" means any federal, national, supranational,

state, provincial, local, or similar government, governmental, regulatory or

administrative authority, agency or commission or any court, tribunal, or

judicial or arbitral body (except an arbitral body established pursuant to

Section 13.13) of competent jurisdiction.

"Governmental Authorizations" shall mean any material consent, license,

registration, filing, approval, franchise, concession or permit issued, granted,

given or otherwise made available by or under the authority of any Governmental

Authority or pursuant to any legal requirement, in each case for the ownership

or operation of the Business.

"HFI Receivables" means motor vehicle retail installment sales contracts

and loans identified on Section 3.21 of the Disclosure Schedule attached hereto

as an electronic compact disk file titled June302004HFS.xls.

"HFI Receivables Balance" means the outstanding principal balance of the

HFI Receivables (which shall not include any reserves) as disclosed on the

Preliminary Balance Sheet.

"Income Tax" means any federal, state, local, or foreign income or

franchise tax measured by or imposed on net income, including any interest,

penalty, or addition thereto, whether disputed or not.

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"Income Tax Return" means any return declaration, report, claim for

refund, or information return or statement relating to Income Taxes, including

any schedule or attachment thereto.

"Indemnified Parties" means the Seller Indemnified Parties and the

Purchaser Indemnified Parties, or either the Seller Indemnified Parties or the

Purchaser Indemnified Parties pursuant to Section 8.06.

"Indemnifying Parties" means the Seller Indemnifying Parties and the

Purchaser Indemnifying Parties, or either the Seller Indemnifying Parties or the

Purchaser Indemnifying Parties pursuant to Section 8.06.

"Independent Accountant" means an internationally recognized certified

public accounting firm mutually agreed upon by the parties, excluding their

respective regular outside accounting firms.

"Insurer" shall mean Ambac Assurance Corporation and/or MBIA Insurance

Corporation.

"Intercompany Debt" means an amount equal to the outstanding indebtedness

from the Company and payable to the Seller or any of the Seller's Affiliates

(including any amounts due from the Company to the Seller or any of its

Affiliates for intercompany charges, other than amounts covered by the

definition of Net Deferred Tax Liability), any accrued but unpaid interest

thereon, and any other amounts payable with respect to such indebtedness.

"IRS" means the Internal Revenue Service.

"Knowledge" of the Seller and/or the Company means the actual knowledge,

after due inquiry, of the following individuals: Malcolm Sutherland and John

Noone.

"Law" means any federal, national, supranational, state, provincial, local

or similar statute, law, ordinance, regulation, rule, code, order, requirement

or rule of law (including common law) or any order, writ, judgment, injunction,

decree, stipulation, determination or award entered by or with any Governmental

Authority, including, without limitation, (i) the rules, regulations and

requirements of any agency with jurisdiction over the Business, (ii) any

applicable laws or ordinances, and any regulations or orders issued thereunder,

governing or pertaining to unlawful discrimination in lending (including without

limitation, equal credit opportunity, retail installment sales, and fair credit

reporting), truth-in-lending, consumer credit (including without limitation the

Federal Consumer Credit Protection Act, the Federal Truth-in-Lending Act and

Regulation Z thereunder, and the Federal Equal Credit Opportunity Act and

Regulation B thereunder) and the privacy regulations of the Federal Trade

Commission; (iii) all applicable usury and interest limitations laws; (iv) the

Gramm-Leach-Bliley Act and (v) all applicable laws pertaining to the

documentation, underwriting, origination, purchase, assumption, modification,

sale, pooling and servicing of any Company Loans by the Company and its

Subsidiaries.

"Liabilities" means any and all debts, liabilities and obligations,

whether accrued or fixed, absolute or contingent, known or unknown, matured or

unmatured or determined or determinable, including those arising under any Law

or Action and those arising under any

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contract, agreement, arrangement, commitment or undertaking provided, however,

Liabilities shall not include any consequential, special, indirect or punitive

damages except as provided in Section 8.04 (f)(iv).

"Material Adverse Effect" means any change in, or effect on, the Company

that is, or would be reasonably expected to be, materially adverse to the

business, properties, assets, liabilities, results of operations or financial

condition of the Company and its Subsidiaries taken as a whole; provided that

none of the following will constitute or be taken into account in determining

whether there has been a Material Adverse Effect: (a) any adverse change, event,

development, or effect, to the extent arising from (i) general business or

economic conditions affecting the industry in which Company operates, including

such conditions affecting the Business, (ii) general national or international

political or social conditions, including the engagement by the United States in

hostilities, whether or not pursuant to the declaration of a national emergency

or war, or the occurrence of any military or terrorist attack upon the United

States, or any of its territories, possessions, or diplomatic or consular

offices or upon any military installation, equipment or personnel of the United

States, (iii) financial, banking, or securities markets (including any

disruption thereof and any decline in the price of any security or any market

index or general changes in interest rates and any implications thereof), (iv)

changes in GAAP taking effect after the date hereof, (v) changes in Law taking

effect after the date hereof (vi) changes in the interpretation or enforcement

of Law by any Governmental Authority generally applicable to similarly situated

companies or (vii) the taking of any action expressly required to be taken by

this Agreement and the other agreements contemplated hereby.

"Net Deferred Tax Liability" means the deferred Income Tax liability less

deferred Income Tax assets less amounts due from Parent or Affiliates of the

Parent for Income Taxes plus amounts due to Parent or Affiliates of the Parent

for Income Taxes plus any Income Tax payable less any Income Tax receivable, in

each case, as reflected in the Preliminary Balance Sheet or the Closing Date

Balance Sheet, as the case may be. For the avoidance of doubt the Net Deferred

Tax Liability is prior to giving effect to any of the Transactions contemplated

by this Agreement except as set forth in the Agreed Upon Procedures.

"Net Worth" means the amount of the Company's assets minus Company's

liabilities as reflected in the Preliminary Balance Sheet or the Closing Date

Balance Sheet, as the case may be.

"Non-Income Tax" means any Tax other than an Income Tax or sales and use

Tax.

"Non-Income Tax Return" means any return declaration, report, claim for

refund, or information return or statement relating to Non-Income Taxes,

including any schedule or attachment thereto.

"Operational Meetings" means meetings, either in person, telephonic or

otherwise, attended by senior management of the Company and representatives of

the Seller to be held in accordance with a schedule to be agreed upon by the

parties, at which time any actions contemplated by Section 5.01 hereof will be

discussed and if any affirmative action is to be taken thereon, authorized.

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"Person" means any individual, partnership, firm, corporation, limited

liability company, association, trust, unincorporated organization or other

entity, as well as any syndicate or group that would be deemed to be a person

under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.

"Post-Closing Period" means any taxable year or period that begins after

the Closing Date and, with respect to any taxable year or period beginning on or

before and ending after the Closing Date, the portion of such taxable year or

period beginning after the Closing Date.

"Pre-Closing Period" means any taxable year or period that ends on or

before the Closing Date and, with respect to any taxable year or period

beginning on or before and ending after the Closing Date, the portion of such

taxable year or period ending on and including the Closing Date.

"Preliminary Balance Sheet" means the consolidated balance sheet of the

Company prepared by the Seller as of the month-end prior to the Closing Date in

accordance with the Agreed Upon Procedures, to be delivered by the Seller to the

Purchaser at least ten (10) days prior to the Closing Date.

"Property Taxes" means real, personal and intangible ad valorem property

taxes.

"Securities Act" means the Securities Act of 1933, as amended.

"Straddle Period" means any taxable year of the Company that begins on or

before and ends after the Closing Date.

"Subsidiaries" means any and all corporations, partnerships, limited

liability companies, joint ventures, associations and other entities controlled

by the Company directly or indirectly through one or more intermediaries. For

the purpose hereof, the term "controlled by" shall mean the possession of the

power to direct, or cause the direction of, management and policies of the

Subsidiary by contract or voting of securities or ownership interest.

"Tax" or "Taxes" means any and all taxes, fees, levies, duties, tariffs,

imposts, and other charges of any kind (together with any and all interest,

penalties, additions to tax and additional amounts imposed with respect thereto)

imposed by any Governmental Authority, including Income Tax and other taxes and

charges on or regarding franchises, windfall or other profits, escheat, gross

receipts, property, sales, use, capital stock, payroll, employment, social

security, workers' compensation, unemployment compensation, or net worth; taxes

or other charges in the nature of excise, withholding, ad valorem, stamp,

transfer, value added, or gains taxes; license, registration and documentation

fees; and customs' duties, tariffs, and similar charges.

"Tax Claim" means any claim with respect to Taxes made by any taxing

authority that, if pursued successfully, would reasonably be expected to serve

as the basis for a claim for indemnification under Article VII.

"Tax Returns" means any return, declaration, report, election, claim for

refund or information return or other statement or form relating to, filed or

required to be filed with any Governmental Authority, including any schedule or

attachment thereto, and including any amendment thereof.

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"Transactions" means collectively, the transactions effectuated by this

Agreement, the Participation Agreement, the HFI Loan and Security Agreement and

the Hedge Agreement.

1.02. Definitions. The following terms have the meanings set forth in the

Sections set forth below:

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Definition Location

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"Actual Value".................................... 2.06(e)(iii)

"Adjustment Amount"............................... 2.07

"Agreement"....................................... Preamble

"Arbitration Notice".............................. 13.13

"Audited Financial Statements..................... 3.09(a)

"Basket Amount"................................... 8.04(b)

"Business"........................................ Recitals

"Challenge"....................................... 7.08(d)

"Change of Control Premium"....................... 2.08

"Closing"......................................... 2.04(a)

"Closing Date".................................... 2.04(a)

"Closing Date Balance Sheet"...................... 2.06(b)

"Closing Date Debt Amount"........................ 2.05

"Closing Date Goodwill Amount".................... 2.08

"Commitment Letters".............................. 4.08

"Common Stock".................................... Recitals

"Company"......................................... Recitals

"Company Insurance Policies"...................... 3.19(a)

"Company Management".............................. 8.03(c)

"Consents and Approvals".......................... 3.06

"Copyrights"...................................... 3.18(a)

"Core Covenants".................................. 8.01(c)(ii)

"Discount"........................................ 2.02(a)

"Draft Closing Date Balance Sheet"................ 2.06(a)

"Draft Pages" 5.06(c))

"Equity Adjustment"............................... 2.07(a)

"ERISA"........................................... 3.08(a)

"Expiring Representations"........................ 8.02(a)

"Final Allocation"................................ 7.08(a)

"Final Cash Consideration"........................ 2.02(a)

"Final Debt Amount"............................... 2.02(b)

"Financial Statements"............................ 3.09(a)

"Hedge Agreement"................................. 5.09

"HFI Loan and Security Agreement"................. 2.02(c)

"High Value"...................................... 2.06(e)(ii)

"Highly Confident Letter"......................... 4.08

"Holdings"........................................ Preamble

"Income Tax Proceeding"........................... 7.10(b)

"Initial Cash Consideration"...................... 2.03(a)

"Initial Debt Adjustment"......................... 2.05

</TABLE>

<PAGE>

<TABLE>

<CAPTION>

Definition Location

---------- ----------

<S> <C>

"Initial Debt Amount"............................. 2.03(b)

"Interim Financial Statements".................... 3.09(a)

"Investment Company Act".......................... 3.16(b)

"June 30th Balance Sheet"......................... 3.09(a)

"Lender Group".................................... 4.08

"Losses".......................................... 8.02

"Low Value"....................................... 2.06(e)(i)

"Marketing Materials"............................. 8.03(c)

"Marks"........................................... 3.18(a)

"Material Contracts".............................. 3.14(b)

"Maximum Indemnification Amount".................. 8.04(c)

"Minimum Indemnification Amount" 8.04(a)

"Multiple Employer Plan" 3.08(a)

"Neutral Arbitrator".............................. 13.13

"Offering Circular"............................... 8.03(c)

"Oral Statements"................................. 8.03(c)

"Parent".......................................... Preamble

"Parent Guarantees"............................... 5.04

"Participation Agreement"......................... 6.07

"Patents"......................................... 3.18(a)

"Pension Plan".................................... 3.08(a)

"Post-Closing Sales and Use Tax Issues"........... 7.11(c)

"Pre-Closing Sales and Use Tax Issues"............ 7.11(a)

"Prepayments"..................................... 2.06(c)

"Proposed Allocation"............................. 7.08(a)

"Proposed Determination".......................... 7.08(a)

"Purchase Price".................................. 2.02(e)

"Purchaser"....................................... Preamble

"Purchaser Indemnified Parties.................... 8.02

"Purchaser Indemnifying Parties................... 8.03

"Purchaser Information"".......................... 6.05

"Purchaser Observers"............................. 5.02(b)

"Purchaser Parties"............................... 5.02(c)

"Purchaser's Rule 144A Offering".................. 5.06(b)

"Purchaser's Note"................................ 2.02(c)

"Purchaser Straddle Returns"...................... 7.04(a)

"Purchaser Straddle Statement".................... 7.04(a)

"Real Property"................................... 3.17

"Receiving Party"................................. 13.13

"Representatives"................................. 5.02(a)

"Return Threshold Amount"......................... 2.08

"Road Shows"...................................... 5.06(b)

"Road Show Date".................................. 5.05(b)

"Sales and Use Tax Issues"........................ 7.11

"Second Debt Adjustment".......................... 2.07(a)

"Securitization Entity"........................... 3.16(b)

</TABLE>

<PAGE>

<TABLE>

<CAPTION>

Definition Location

---------- --------

<S> <C>

"Securitization Instruments"...................... 3.16(a)

"Securitization Issuer"........................... 3.16(b)

"Securitization Servicer"......................... 3.16(a)

"Securitization Transaction"...................... 3.16(a)

"Section 338 Elections"........................... 7.08(b)

"Seller".......................................... Preamble

"Seller Indemnified Parties"...................... 8.03

"Seller Indemnifying Parties"..................... 8.02

"Seller Information".............................. 6.06

"Seller Parties".................................. 4.07(b)

"Seller Straddle Returns"......................... 7.04(b)

"Seller Straddle Statement"....................... 7.04(b)

"Shares".......................................... Recitals

"Straddle Period Sales and Use Tax Issues"........ 7.11(b)

"Technology Contracts"............................ 3.18(a)

"Third Party Claim" .............................. 8.06(a)

"Trade Secrets"................................... 3.18(a)

"Transfer Taxes".................................. 7.03

"Underwriter"..................................... 4.08

"Updated Letter".................................. 5.06(a)

</TABLE>

ARTICLE II

PURCHASE AND SALE OF SHARES; CLOSING

2.01. Purchase and Sale of the Shares. Upon the terms and subject to the

conditions of this Agreement, at the Closing, the Seller shall sell, assign,

transfer, convey and deliver to the Purchaser, free and clear of all

Encumbrances, the Shares of the Company and the Purchaser shall purchase the

Shares of the Company.

2.02. Purchase Price. In consideration for the Shares, and in accordance

with the procedures set forth in Sections 2.03 through 2.08 hereof, the

Purchaser agrees to the following:

(a) to pay to the Seller an amount equal to: *** (for purposes of the

calculations in Sections 2.02(a), 2.03(a) and 2.08, Net Deferred Tax Liability

shall be a positive number if a net liability on the Preliminary or Closing Date

Balance Sheet, as applicable, and a negative number if a net asset on the

Preliminary or Closing Date Balance Sheet, as applicable);

(b) to cause the Company to repay to the Seller or the Seller's Affiliates

the Intercompany Debt as reflected on the Closing Date Balance Sheet, less the

amount of the Purchaser's Note (the "Final Debt Amount");

(c) to cause the Company to execute on the Closing Date (i) the promissory

note payable to the Parent or the Parent's assignee in the form attached hereto

as Exhibit B

<PAGE>

("Purchaser's Note") in the stated principal amount equal to ***, and (ii) the

loan agreement attached hereto as Exhibit C (the "HFI Loan and Security

Agreement"); and

(d) to pay or to cause to be paid to the Seller or the Seller's Affiliates

the Change of Control Premium (as defined in Section 2.08), if any.

(e) Payments pursuant to Sections 2.02(a), (b), (c) and (d) constitute the

"Purchase Price." At the Closing Date, the Seller and the Purchaser agree to

treat the fair market value of the Purchaser's Note as equal to the face amount

of such note for all Income Tax purposes.

2.03. Payments on the Closing Date.

(a) The Purchaser shall pay the Seller at Closing an amount equal to: ***;

and

(b) The Purchaser shall cause the Company at Closing to repay the Seller

or the Seller's Affiliates the amount of the Intercompany Debt as of the date

that is five (5) Business Days before the Closing Date in accordance with a

calculation to be provided by the Seller to the Purchaser at least three (3)

Business Days prior to the Closing Date less the amount of the Purchaser's Note

(the "Initial Debt Amount").

2.04. Closing; Payments.

(a) Subject to the terms and conditions of this Agreement, the sale and

purchase of the Shares contemplated by this Agreement shall take place at a

closing (the "Closing") to be held at the offices of Kirkland & Ellis LLP, 200

East Randolph Drive, Chicago, Illinois 60601, at 8:00 A.M. Central Standard Time

on the later of February 28, 2005 or the last Business Day of the month during

which all conditions to the obligations of the parties set forth in Articles IX

and X have been satisfied or waived or at such other place or at such other time

or on such other date as the Seller and the Purchaser may mutually agree upon in

writing (the "Closing Date").

(b) All payments required to be made under this Agreement by any party

shall be made by wire transfer in immediately available federal funds. If

payments are to be made to the Seller, the Purchaser shall include the Seller's

ABA Routing Number in the wiring instructions. If payments are to be made to the

Purchaser, the Seller shall include the Purchaser's ABA Routing Number in the

wiring instructions. Each of the parties shall provide to the other party its

ABA Routing Number no less than two (2) Business Days prior to the Closing.

2.05. Closing Date Debt Amount. Within five (5) Business Days of the

Closing Date the Seller and the Purchaser shall determine the amount of the

Intercompany Debt as of the Closing Date, less the amount of the Purchaser's

Note (the "Closing Date Debt Amount"). To the extent the Closing Date Debt

Amount exceeds the Initial Debt Amount, the Purchaser shall pay or cause the

Company to pay the excess to the Seller within (2) Business Days of the

determination of such amount. To the extent the Closing Date Debt Amount is less

than the Initial Debt Amount, the Seller shall repay the deficit to the

Purchaser within two (2) Business Days of the determination of such amount. In

the case of either adjustment (the "Initial Debt Adjustment"), there shall be

added to such amount interest thereon at the Applicable Rate from the Closing

Date until the date of such payment.

<PAGE>

2.06. Preparation of Closing Date Balance Sheet.

(a) Within forty-five (45) days after the Closing Date, the Purchaser will

deliver to the Seller a draft consolidated balance sheet (the "Draft Closing

Date Balance Sheet") for the Company as of the close of business on the Closing

Date (determined on a pro forma basis as though the parties had not consummated

the Transactions) and prepared in accordance with the Agreed Upon Procedures.

(b) If, within forty-five (45) days following its receipt of the Draft

Closing Date Balance Sheet, the Seller does not dispute the Draft Closing Date

Balance Sheet, such balance sheet shall be deemed to be the consolidated balance

sheet of the Company on the Closing Date (the "Closing Date Balance Sheet").

(c) If the Seller has any objections to the Draft Closing Date Balance

Sheet, it will deliver a detailed statement in writing describing its objections

to the Purchaser within forty-five (45) days after receiving the Draft Closing

Date Balance Sheet. Purchaser and Seller will use commercially reasonable

efforts to resolve any such objections themselves. If Purchaser and Seller

achieve a final resolution of the Seller's objections to the Draft Closing Date

Balance Sheet within thirty (30) days after the Purchaser's receipt of the

Seller's written statement of such objections, such resolution shall be set

forth in writing and such Draft Closing Date Balance Sheet, together with any

revisions thereto agreed upon by and between the Purchaser and the Seller

pursuant to this Section 2.06(c), shall be deemed to be the Closing Date Balance

Sheet. The Purchaser and the Seller shall be entitled to prepay any amounts not

in dispute or as to which the parties achieve final resolution (such amounts

actually paid "Prepayments") plus interest at the Applicable Rate between the

Closing Date and the date of such Prepayment. Any party making a Prepayment

shall provide two (2) Business Days advanced written notice thereof to the other

party.

(d) If the Purchaser and the Seller do not achieve a final resolution of

the Seller's objections to the Draft Closing Date Balance Sheet within thirty

(30) days after the Purchaser's receipt of the Seller's written statement of

such objections, the parties will jointly engage an Independent Accountant to

resolve any disputes remaining between the parties. The Purchaser and the Seller

shall instruct the Independent Accountant to deliver its written determination

to the Purchaser and the Seller no later than the thirtieth (30th) day after

such dispute was referred to it. The Independent Accountant shall act to

determine, based solely on the provisions of this Section 2.06, related

definitions contained herein and the presentations by the Seller and the

Purchaser, and not by independent review, only those issues still in dispute and

only as to whether such amounts (i) were arrived at in conformity with the

Agreed Upon Procedures, (ii) were arrived at in conformity with the terms of

this Agreement or (iii) contain arithmetic error. The determination of the

Independent Accountant (i) will be set forth in writing, (ii) for any item in

dispute shall not be in excess of, nor less than, the greatest or lowest value,

respectively, claimed by either party for that particular item, (iii) will state

that the Draft Closing Date Balance Sheet has been prepared in accordance with

the Agreed Upon Procedures and in conformity with this Agreement and (iv) will

be conclusive and binding upon the parties. The Purchaser will revise the Draft

Closing Date Balance Sheet to reflect the resolution of any objections thereto

pursuant to this Section 2.06(d), whereupon such Draft Closing Date Balance

Sheet, together with any revisions thereto pursuant to this Section 2.06(d),

shall be deemed to be the Closing Date Balance Sheet.

<PAGE>

(e) In the event the parties submit any unresolved objections to the

Independent Accountant for resolution as provided in Section 2.06(d) above, the

Independent Accountant shall resolve each of such objections in favor of either

the Purchaser or the Seller, and the Purchaser and Seller will share

responsibility for the fees and expenses of the Independent Accountant as

follows:

(i) if the Independent Accountant resolves all the remaining

objections in favor of the Purchaser (the "Low Value"), the Seller will be

responsible for all of the fees and expenses of the Independent Accountant;

(ii) if the Independent Accountant resolves all the remaining

objections in favor of the Seller (the "High Value"), the Purchaser will be

responsible for all of the fees and expenses of the Independent Accountant; and

(iii) if the Independent Accountant resolves some of the remaining

objections in favor of the Purchaser and the rest of the remaining objections in

favor of the Seller (the "Actual Value"), the Seller will be responsible for

that fraction of the fees and expenses of the Independent Accountant equal to

(x) the difference between the High Value and the Actual Value over (y) the

difference between the High Value and the Low Value, and the Purchaser will be

responsible for the remainder of the fees and expenses.

(f) The Purchaser will make the work papers and back-up materials and all

other data used in preparing the Draft Closing Date Balance Sheet, and the

books, records and financial statements of the Company and its Subsidiaries,

available to Seller and its accountants and other representatives during normal

business hours upon reasonable notice at any time during (i) the preparation by

Purchaser of the Draft Closing Date Balance Sheet, (ii) the review by the Seller

of the Draft Closing Date Balance Sheet and (iii) the resolution by the parties

of any objections thereto. Similarly, the Seller will make the work papers and

back-up materials and all other data used in connection with its objections to

the Draft Closing Date Balance Sheet available to Purchaser and its accountants

and other representatives during normal business hours upon reasonable notice at

any time during (i) the review by the Purchaser of the written objection to the

Draft Closing Date Balance Sheet and (ii) the resolution by the parties of such

objection.

2.07. Adjustment Amount. The "Adjustment Amount" shall be calculated and

paid as follows:

(a) The Adjustment Amount will be equal to (i) the Final Cash

Consideration less the Initial Cash Consideration adjusted up or down (as the

context requires) to reflect any Prepayment of a component of the Final Cash

Consideration (the "Equity Adjustment") plus (ii) the Final Debt Amount less the

Closing Date Debt Amount adjusted up or down (as the context requires) to

reflect any Prepayment of a component of the Final Debt Amount (the "Second Debt

Adjustment").

(b) If the Adjustment Amount is a positive number, then the Purchaser will

pay to the Seller, within three (3) Business Days after the date of the final

determination of the Closing Date Balance Sheet, an amount equal to such excess

plus interest thereon at the Applicable Rate for each of the Equity Adjustment

and Second Debt Adjustment, respectively, from the Closing Date until the date

of such payment.

<PAGE>

(c) If the Adjustment Amount is a negative number, then the Seller will

pay to the Purchaser, within three (3) Business Days after the date of the final

determination of the Closing Date Balance Sheet, an amount equal to such deficit

plus interest thereon at the Applicable Rate related to each of the Equity

Adjustment and Second Debt Adjustment, respectively, from the Closing Date until

the date of such payment.

2.08. Change of Control Premium. If a Change of Control occurs during the

twelve (12) month period after the Closing Date, each of the Purchaser and

Holdings, as the case may be, will or will cause the Company or the surviving

entity to pay the Change of Control Premium to the Seller within forty-five (45)

days following the Change of Control Date. The "Change of Control Premium" shall

be determined as follows: (i) if the Change of Control Purchase Price is less

than or equal to an amount equal to the Final Cash Consideration plus ***

annualized pre-tax return thereon through the Change of Control Date (the

"Return Threshold Amount"), then the Change of Control Premium shall equal ***;

(ii) if the Change of Control Purchase Price is greater than the Return

Threshold Amount, but less than or equal to the sum of (A) the Return Threshold

Amount and (B) the Closing Date Goodwill Amount (as defined below), then the

Change of Control Premium shall equal the Change of Control Purchase Price less

the Return Threshold Amount; and (iii) if the Change of Control Purchase Price

is greater than the sum of the Return Threshold Amount and the Closing Date

Goodwill Amount, the Change of Control Premium shall equal the sum of the

Closing Date Goodwill Amount and *** of the excess of the Change of Control

Purchase Price over the sum of (A) the Return Threshold Amount and (B) the

Closing Date Goodwill Amount. The "Closing Date Goodwill Amount" shall mean the

amount (if positive) equal to (i) the Net Worth as reflected on the Closing Date

Balance Sheet, plus (ii) the Net Deferred Tax Liability as reflected on the

Closing Date Balance Sheet, minus (iii) the Final Cash Consideration, minus (iv)

***.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

OF THE SELLER AND PARENT

As an inducement to the Purchaser and Holdings to enter into this

Agreement, the Seller, and solely where expressly so stated, the Parent, hereby

represent and warrant to the Purchaser (except as set forth in a correspondingly

enumerated section of the Disclosure Schedule) as follows:

3.01. Organization, Authority and Qualification of the Seller and the

Parent. The Seller is a limited liability company duly organized, validly

existing and in good standing under the laws of the jurisdiction of its

organization and has all necessary corporate power and authority to enter into

this Agreement, to carry out its obligations hereunder and to consummate the

Transactions. Parent is a corporation duly organized, validly existing and in

good standing under the laws of the jurisdiction of its organization and has all

necessary corporate power and authority to enter into this Agreement, to carry

out its obligations hereunder and to consummate the Transactions. The Seller is

a wholly-owned subsidiary of the Parent. The execution and delivery of this

Agreement by the Seller and the Parent, the performance by the Seller and the

Parent of their respective obligations hereunder, and the consummation by the

Seller and the Parent of the Transactions have been duly authorized by all

requisite action on the part of each of the Seller and the Parent and, to the

extent necessary or appropriate, by their respective boards

<PAGE>

and shareholders or members, as the case may be. This Agreement has been duly

executed and delivered by the Seller and the Parent, and (assuming due

authorization, execution and delivery by the Purchaser) this Agreement

constitutes a legal, valid and binding obligation of both the Seller and the

Parent, enforceable against the Seller and the Parent in accordance with its

terms, except as the enforceability thereof may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or other similar laws

affecting creditors' rights generally, and general equitable principles. The

Seller has the authority to transfer and convey valid and legal title of the

Shares to the Purchaser.

3.02. Organization, Authority and Qualification of the Company. The

Company is a corporation duly organized, validly existing and in good standing

under the laws of the jurisdiction of its incorporation and has all necessary

corporate power and authority to carry on the Business as it has been and is

currently being conducted. The Company is duly qualified to do business as a

foreign corporation and is in good standing under the laws of each jurisdiction

where such qualification is required, except where the lack of such

qualification would not have a Material Adverse Effect. True and correct copies

of the certificate of incorporation and bylaws of the Company, each as in effect

on the date hereof, have been made available to the Purchaser.

3.03. Subsidiaries. Section 3.03(a) of the Disclosure Schedule sets forth

a true and complete list, containing the name, jurisdiction of organization and

capitalization of each Subsidiary of the Company and the jurisdictions in which

each Subsidiary is qualified to do business as a foreign corporation. All of the

issued and outstanding shares of capital stock or membership interests of each

Subsidiary of the Company have been duly authorized and are validly issued,

fully paid, and nonassessable. The Company holds of record and owns beneficially

and free and clear of all Encumbrances all of the outstanding shares or

membership interests of each Subsidiary of the Company and there are no

outstanding options, rights or contracts of any kind relating to the issuance,

sale or transfer of any capital stock or other equity securities of any

Subsidiary of the Company. Except as set forth in Section 3.03(b) of the

Disclosure Schedule, the Company does not own, directly or indirectly, any

capital stock or other equity securities of any Person that is not a Subsidiary

of the Company, other than publicly traded securities constituting less than

five percent of the outstanding equity of the issuing entity.

3.04. Capitalization. The authorized capital stock of the Company consists

of 9,069 shares of Common Stock and no shares of preferred stock. As of the date

hereof, 9,069 shares of Common Stock are issued and outstanding, all of which

are validly issued, fully paid and nonassessable. There are no outstanding

contractual obligations of the Company relating to the issuance, sale, purchase,

redemption or transfer of any equity securities of the Company, or to make any

investment (in the form of a loan, capital contribution or otherwise) in, any

other Person. The Shares constitute all of the issued and outstanding capital

stock of the Company and are owned of record and beneficially by the Seller free

and clear of all Encumbrances and there are no outstanding options, rights or

contracts of any kind relating to the issuance, sale or transfer of any capital

stock of the Company. Upon consummation of the Transactions and registration of

the Shares in the name of the Purchaser in the stock records of the Company, the

Purchaser will own all the issued and outstanding capital stock of the Company

free and clear of all Encumbrances. Upon consummation of the Transactions, the

Shares will be fully paid and nonassessable.

<PAGE>

3.05. No Conflict. Neither the execution and the delivery of this

Agreement nor the consummation of the Transactions will (a) violate or conflict

with any Law applicable to the Parent, the Seller, the Company or any of its

Subsidiaries, assuming that all Consents and Approvals have been obtained,

except where such violation or conflict would not reasonably be expected to have

a Material Adverse Effect, (b) conflict with or result in the breach of any

provision of the organizational documents of the Parent, the Seller, the Company

or any of its Subsidiaries, or (c) assuming that all Consents and Approvals have

been obtained, result in the creation or imposition of any Encumbrance upon or

with respect to any of the assets owned or used by the Company or any of its

Subsidiaries or the Shares.

3.06. Consents and Approvals. All material consents, approvals,

ratifications, waivers, Governmental Authorizations and other authorizations

required to be obtained by each of the Parent, the Seller, the Company and its

Subsidiaries for the execution, delivery and performance by the Seller of the

Transactions are set forth in Section 3.06 of the Disclosure Schedule

(collectively, "Consents and Approvals").

3.07. Taxes. Except as set forth in Section 3.07 of the Disclosure

Schedule:

(a) All material Tax Returns that were required to be filed by, or with

respect to, the Company and its Subsidiaries have, in accordance with applicable

law, been timely filed (taking into account extensions), and all such Tax

Returns are true, correct and complete in all material respects. All material

Taxes due and owing by or with respect to the Company and its Subsidiaries

(whether or not shown on any Tax Return) have been paid.

(b) Neither the Company nor any of its Subsidiaries is doing business in

or maintains a taxable presence in a jurisdiction in which it does not file Tax

Returns, and no Tax Claim has been made in writing by any taxing authority in

such a jurisdiction that any of the Company or its Subsidiaries is or may be

subject to taxation by that jurisdiction.

(c) There is no action, suit, proceeding, claim for refund, investigation,

assessment, adjustment, audit or claim now proposed or pending against or with

respect to the Company or any of its Subsidiaries in respect of any Tax.

(d) Neither the Company nor any of its Subsidiaries has waived any statute

of limitations in respect of Taxes or agreed to any extension of time with

respect to a Tax assessment or deficiency. There are no outstanding powers of

attorney enabling any party to represent the Company or any Subsidiary with

respect to Tax matters.

(e) There are no liens for Taxes (other than Taxes not yet due) upon the

assets of the Company or any of its Subsidiaries.

(f) Each of the Company and its Subsidiaries (i) has been a member of Ford

Motor Company's affiliated group for purposes of filing a consolidated federal

Tax Return since the taxable year ended December 31, 1999, and (ii) has never

been a member of any other affiliated, consolidated, combined or unitary group.

(g) Seller is not subject to withholding under Section 1445 of the Code

with respect to any of the Transactions.

<PAGE>

(h) Neither the Company nor any Subsidiary will be required to include any

material item of income in, or exclude a material item of deduction from,

taxable income for any taxable period (or portion thereof) ending after the

Closing Date as a result of any (i) change in method of accounting for a taxable

period ending on or prior to the Closing Date under Section 481(c) of the Code

(or any corresponding or similar provision under state, local or foreign Income

Tax law), (ii) written and legally binding agreement with a taxing authority

relating to Taxes, (iii) installment sale or open transaction disposition or

intercompany transaction made on or prior to the Closing Date, (iv) prepaid

amount received on or prior to the Closing Date, or (v) deferred intercompany

gain or excess loss account described in Treasury regulations promulgated under

Section 1502 of the Code (or any corresponding or similar provision under state,

local or foreign Income Tax law).

(i) There are no unpaid deficiencies asserted or assessments made by any

Governmental Authority against the Company or any of its Subsidiaries with

respect to Taxes.

(j) Neither the Company nor any Subsidiary is (i) a party to any written

or unwritten Tax allocation or Tax sharing agreement, arrangement, understanding

or contract or (ii) liable for the Taxes of any Person other than the Company

and its Subsidiaries.

(k) The Company and each of its Subsidiaries have withheld and paid all

material Taxes required to have been withheld and paid in connection with any

amounts paid or owing to any employee, independent contractor, creditor,

stockholder or other third party.

(l) ***

3.08. Employee Matters.

(a) Section 3.08(a) of the Disclosure Schedule contains a complete and

accurate list of all Benefit Plans, copies of which have been made available to

the Purchaser. Other than the Benefit Plans listed on Section 3.08(a) of the

Disclosure Schedule, neither the Company nor any Subsidiary currently maintains,

contributes to, or has any liability under, any Benefit Plan. Each Benefit Plan

which is an "employee pension benefit plan" within the meaning of Section 3(2)

of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (a

"Pension Plan"), and which is intended to be qualified under Section 401(a) of

the Code, is subject to a current favorable tax-determination letter from the

IRS, and no events have occurred that could adversely affect in any material

respect the qualified status of any Pension Plan. No Benefit Plan (i) is subject

to Title IV of ERISA, (ii) is a "multiemployer plan" as defined under Section

3(37) of ERISA, and/or (iii) except as required by statute or as set forth on

Schedule 3.08(a), provides for life, health, medical or other welfare benefits

to former employees or beneficiaries or dependents thereof and/or (iv) is a plan

that has two or more contributing sponsors at least two of whom are not under

common control, within the meaning of Section 4063 of ERISA (a "Multiple

Employer Plan"). Neither the execution and delivery of this Agreement nor the

consummation of the Transactions will (x) result in, cause the accelerated

vesting, funding or delivery of, or increase the amount or value of, any payment

or benefit to any officer, director, employee or independent contractor of the

Company or any of the Subsidiaries, or (y) result in any limitation on the right

of any Person to amend, merge or terminate any Benefit Plan or related trust.

Without limiting the generality of the foregoing, no amount paid or payable

(whether in cash, in property, or in the form of benefits) in connection with

the Transactions will

<PAGE>

be an "excess parachute payment" within the meaning of Section 280G of the Code.

The Company has provided to the Purchaser prior to the date hereof materially

accurate information identifying all current officers, employees and independent

contractors of the Company and its Subsidiaries by name and years of service.

(b) There is not presently pending or existing with respect to the Company

or its Subsidiaries (i) any strike, slowdown, picketing or work stoppage or (ii)

any application for certification of a collective bargaining agent or similar

entity or individual. None of the Seller, the Company or any of the Subsidiaries

is a party, or otherwise subject to, any collective bargaining agreement with

any labor union or association representing employees of the Company or any

Subsidiary.

3.09. Financial Statements.

(a) The Seller has made available to the Purchaser (i) the audited

consolidated balance sheets and the related audited consolidated statements of

income and cash flows of the Company (including the related notes and schedules

thereto) at and for the fiscal years ended as of December 31, 2002 and December

31, 2003 (the "Audited Financial Statements") and (ii) the unaudited

consolidated balance sheet of the Company at June 30, 2004 attached hereto as

Exhibit E (the "June 30th Balance Sheet") and the related unaudited consolidated

statement of income for the period ended June 30, 2004 (the "Interim Financial

Statements," and together with the Audited Financial Statements, the "Financial

Statements").

(b) The Audited Financial Statements have been prepared in accordance with

GAAP and consistent with past practice and present fairly, in all material

respects, the consolidated financial condition, results of operations, changes

in shareholders' equity and cash flows of the Company, in each case, as of the

dates thereof or for the periods covered thereby.

(c) The Interim Financial Statements have been prepared in accordance with

Company's Accounting Principles, and present fairly in all material respects

(subject to normal year-end adjustments and the absence of footnotes), the

consolidated financial condition and results of operations of the Company, in

each case, as of the dates thereof or for the periods covered thereby.

3.10. Undisclosed Liabilities. Except as set forth in Section 3.10 of the

Disclosure Schedule, neither the Company nor any of its Subsidiaries has any

Liabilities except (i) Liabilities reflected in the June 30th Balance Sheet,

(ii) Liabilities that, individually or in the aggregate, would not reasonably be

expected to have a Material Adverse Effect, and (iii) Liabilities incurred after

the date of the Interim Financial Statements in the ordinary course of business

and consistent with past practice that, individually or in the aggregate, would

not reasonably be expected to have a Material Adverse Effect. At the Closing,

the Company and its Subsidiaries will have possession of all of their respective

books and records, including sales and use Tax Returns.

3.11. Absence of Certain Changes or Events. Since June 30, 2004, except as

set forth in Section 3.11 of the Disclosure Schedule or as contemplated by this

Agreement, to the Knowledge of the Seller, (i) the Company and its Subsidiaries

have operated the Business in all material respects only in the ordinary course

of business consistent with past practice, (ii) there

<PAGE>

has not occurred any event, development or change which, individually or in the

aggregate, has had or would be reasonably expected to have a Material Adverse

Effect and (iii) none of the Seller, the Company or any of its Subsidiaries has

taken any action or failed to take any action that would have been prohibited in

any material respect under Section 5.01 hereof had such action or failure to act

occurred or failed to occur after the date hereof.

3.12. Litigation. Except as set forth in Section 3.12(a) of the Disclosure

Schedule, and except for litigation of the Company against customers in the

ordinary course of business, there are no material written claims, lawsuits,

litigation, actions, arbitrations, administrative or other proceedings or

investigations, claim letters or charges pending before a court of competent

jurisdiction or, to the Knowledge of the Seller or the Company, threatened in

writing against the Company or any of its Subsidiaries. Except as set forth in

Section 3.12(b) of the Disclosure Schedule, there are no material unsatisfied

judgments or outstanding orders, injunctions, decrees, stipulations or awards

rendered by a Governmental Authority against the Company or any of its

Subsidiaries or any of their respective properties or businesses. Neither the

Seller, nor the Company and its Subsidiaries, is subject to any judgment,

decree, injunction or orders of any court or Governmental Authority, which would

reasonably be expected to materially impact the ability of the Seller or Parent

to perform its obligations hereunder and to consummate the Transactions or the

ability of the Company and its Subsidiaries to continue to operate the Business

as it is being conducted as of the date hereof.

3.13. Compliance with Laws; Permits. Except as set forth in Section 3.13

of the Disclosure Schedule, (A) each of the Company and its Subsidiaries (i)

conducts, and during the past twenty-four (24) months has conducted, the

Business in all material respects in accordance with all applicable Laws; (ii)

holds, owns or possesses all Governmental Authorizations necessary for the

ownership of the property and assets and the conduct of the Business as the same

has been conducted during the past twenty-four (24) months and is currently

conducted, and all such Governmental Authorizations are in full force and

effect; and (iii) is in compliance in all material respects with its respective

obligations under such Governmental Authorizations; and (B) except for matters

that would not reasonably be expected to have, individually or in the aggregate,

a Material Adverse Effect, during the past twenty-four (24) months, none of such

Governmental Authorizations has been challenged in writing or revoked, no

written statement of an active violation or intention to suspend, challenge,

revoke or fail to renew any such Governmental Authorizations has been received

by the Company or any Subsidiary during the past twenty-four (24) months, and to

the Knowledge of Seller, no event has occurred during the past twenty-four (24)

months that would reasonably be expected to constitute or result in a violation

of a Governmental Authorization or the revocation, suspension, modification or

nonrenewal of any Governmental Authorization. The Company has made available to

the Purchaser true and complete copies of all of Governmental Authorizations

used by or in connection with the ownership or operation of the Company and its

Subsidiaries.

<PAGE>

3.14. Contracts; No Defaults.

(a) Except as set forth in Section 3.14(a) of the Disclosure Schedule,

neither the Company nor any Subsidiary is a party to, beneficiary of, or

otherwise entitled to or bound by (as applicable):

(i) any note, mortgage, indenture or other written obligation or

agreement or other instrument for or relating to indebtedness for money borrowed

(including capitalized lease obligations), or any written guarantee, pledge,

surety or indemnification by the Company or any Subsidiary of third-party

obligations, in each case, excluding Securitization Instruments, and for an

amount in excess of Five Hundred Thousand US Dollars ($500,000) or pursuant to

which any material Encumbrances are or were created or imposed on the Company or

any Subsidiary or on any of their respective property or assets;

(ii) any lease of personal property with annual lease payments of

more than Five Hundred Thousand US Dollars ($500,000) or a total remaining

obligation of more than One Million Five Hundred Thousand US Dollars

($1,500,000);

(iii) any joint venture or partnership agreement;

(iv) any non-competition, non-solicitation or exclusive dealing

agreements or other agreements or arrangements that restrict or limit or purport

to restrict or limit in any material respect the ability of the Company or any

of its Subsidiaries, or any officer, employee or independent contractor of the

Company or any of its Subsidiaries, to solicit customers, potential employees or

the manner in which, or the localities in which, all or any portion of the

Business is or may be conducted;

(v) other than dealer agreements, repossession agent agreements and

auction house agreements in the ordinary course of business consistent with past

practice, any agreement or understanding with a value, or calling for payments

to be made or received by the Company or any of its Subsidiaries, of more than

Five Hundred Thousand US Dollars ($500,000) within any twelve month period;

(vi) any material agreement or understanding containing a "change of

control" or anti-assignment provision that would be triggered by the

Transactions;

(vii) other than auction house agreements in the ordinary course of

business consistent with past practice, any agreement or understanding providing

for the acquisition or disposition after the date of this Agreement of any of

the assets of the Business contemplating an exchange of value in excess of Five

Hundred Thousand US Dollars ($500,000); and

(viii) any other agreement or understanding that is material to the

ownership or operation of the Business.

(b) All of the agreements, arrangements, understandings and other items

responsive to Section 3.08 and Section 3.14(a) are at times referred to herein

as "Material Contracts." Each Material Contract is a legal, valid and binding

obligation of, and enforceable against, the Company and/or one of its

Subsidiaries and, to the Knowledge of the Seller and the Company, the other

parties thereto, and is in full force and effect and enforceable in accordance

with its

<PAGE>

terms, except as the enforceability thereof may be limited by applicable

bankruptcy, insolvency, reorganization, moratorium or other similar laws

affecting creditors' rights generally, and general equitable principles, and

except for such failures to be in force and effect and enforceable as would not,

individually or in the aggregate, reasonably be expected to result in a Material

Adverse Effect. True and complete copies of all Material Contracts have been

previously made available to the Purchaser. Except as set forth in Section

3.14(b) of the Disclosure Schedule, to the Knowledge of the Seller and the

Company, there is no default or breach or written claim of default or breach by

any party under, or dispute in writing regarding the material terms of, any such

Material Contract, and no event has occurred which with the passage of time or

the giving of notice or both would constitute a default or breach by any party

under any such Material Contract or would permit termination, modification or

acceleration of any such Material Contract or constitute a similar event

permitting the termination of the Company's or any Subsidiary's rights under any

such Material Contract except for such events, breaches or defaults, as would

not, individually or in the aggregate, be reasonably expected to have a Material

Adverse Effect.

3.15. Brokers. Except for Credit Suisse First Boston (the fees and

expenses of which are solely and exclusively the obligation of the Seller or the

Parent) and Sekits Capital Inc. and Strategic Transaction Advisors, LLC (the

fees and expenses of which are solely and exclusively the obligation of one or

more of the Controlling Shareholders), no broker, finder or investment banker is

entitled to any brokerage, finder's or other fee or commission in connection

with the Transactions based upon arrangements made by or on behalf of the

Parent, the Seller, the Company or any of its Subsidiaries.

3.16. Securitization Transactions.

(a) Section 3.16 (a) of the Disclosure Schedule contains a list of all

outstanding transactions under which the Company Loans have been sold or pledged

in a securitization in which securities backed by such Company Loans were sold

as a public or private placement under the Securities Act (each, a

"Securitization Transaction"). The Company or a Subsidiary, as the servicer (for

purposes of this Agreement, the "Securitization Servicer") of each

Securitization Transaction, is in compliance in all material respects with all

agreements to which it is bound under such Securitization Transaction

(collectively referred to as the "Securitization Instruments"). The Seller has

made available to the Purchaser true and complete copies of all Securitization

Instruments to which the Company or any of its Subsidiaries is a party as of the

date hereof. Each Securitization Issuer and Securitization Servicer, and to the

Knowledge of the Seller and the Company, each securitization trustee, has

performed in all material respects all of its respective obligations under the

Securitization Instruments, and there is no pending or, to the Knowledge of the

Seller and the Company, threatened, cancellation of any Servicing Agreement, and

neither the Company nor any of its Subsidiaries has received any notice to the

effect that any party to any Servicing Agreement intends to cease doing business

with the Company or any Subsidiary.

(b) Neither the Company nor any Subsidiary or other Affiliate or any of

them which is the issuer or depositor in any Securitization Transaction (a

"Securitization Issuer"), and no Securitization Servicer has taken any action

which would cause any trust, corporation, partnership or other entity

("Securitization Entity") to be registered as an investment company pursuant to

the Investment Company Act of 1940, as amended (the "Investment Company Act"),

<PAGE>

or which would cause any Securitization Entity to be "controlled by" an

investment company within the meaning of the Investment Company Act.

(c) Each Securitization Issuer and Securitization Servicer has made all

filings required to be made by or under the Exchange Act. There is no pending

or, to the Knowledge of the Seller and the Company, threatened, claim that any

private placement memorandum or other offering document, or any amendments or

supplements thereto contained, as of the date on which it was issued by a

Securitization Entity in any Securitization Transaction, any untrue statement of

a material fact or omitted to state any material fact required to be stated

therein or necessary to make the statements therein, in light of the

circumstances under which they were made, not misleading. No securities were

issued or sold by the Company or any Subsidiary in violation of Section 5 of the

Securities Act in any Securitization Transaction.

(d) No Securitization Issuer or Securitization Servicer and, to the

Knowledge of the Seller, no entity serving as trustee for any Securitization has

taken any action which would adversely affect the characterization or tax

treatment for federal, state or local income or franchise tax purposes of any

Securitization Entity or any securities issued in a Securitization Transaction,

and all required federal, state and local tax and information returns relating

to any Securitization Transaction have been properly filed.

(e) Since December 31, 2001, no rating agency has downgraded, or given the

Company any indication that it is considering a downgrading of any securities

issued in any Securitization Transaction.

(f) To the Knowledge of