EX-10.1 RECEIVABLES SALE AGREEMENT

Receivables Purchase Transfer Agreement

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WOLVERINE TUBE INC

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Title: EX-10.1 RECEIVABLES SALE AGREEMENT
Governing Law: New York Date: 5/4/2005
Industry: Misc. Fabricated Products Sector: Basic Materials

EX-10.1 RECEIVABLES SALE AGREEMENT, Parties: wolverine tube inc

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Exhibit 10.1

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RECEIVABLES SALE AGREEMENT

DATED AS OF APRIL 28, 2005

AMONG

WOLVERINE TUBE, INC., TUBE FORMING, LP AND SMALL TUBE

MANUFACTURING LLC,

AS ORIGINATORS,

AND

DEJ 98 FINANCE, LLC,

AS BUYER

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ARTICLE I AMOUNTS AND TERMS OF THE PURCHASE................................ 5

Section 1.1 Initial Contribution of Receivables......................... 5

Section 1.2 Purchase of Receivables..................................... 5

Section 1.3 Payment for the Purchases................................... 6

Section 1.4 Sale Price Credit Adjustments............................... 7

Section 1.5 Payments and Computations, Etc.............................. 8

Section 1.6 License of Software......................................... 8

ARTICLE II REPRESENTATIONS AND WARRANTIES.................................. 9

Section 2.1 Representations and Warranties of Originators............... 9

(a) Existence and Power............................................... 9

(b) Power and Authority; Due Authorization, Execution and Delivery.... 9

(d) Governmental Authorization........................................ 10

(e) Actions, Suits.................................................... 10

(f) Binding Effect.................................................... 10

(g) Accuracy of Information........................................... 10

(h) Use of Proceeds................................................... 10

(i) Good Title........................................................ 11

(j) Perfection........................................................ 11

(k) Places of Business and Locations of Records....................... 11

(l) Collections....................................................... 11

(m) Material Adverse Effect........................................... 11

(n) Names............................................................. 11

(o) Ownership of Buyer................................................ 12

(p) Not a Holding Company or an Investment Company.................... 12

(q) Compliance with Law............................................... 12

(r) Compliance with Credit and Collection Policy...................... 12

(s) Payments to such Originator....................................... 12

(t) Enforceability of Contracts....................................... 12

(u) Eligible Receivables.............................................. 13

(v) Accounting........................................................ 13

(w) OFAC.............................................................. 13

ARTICLE III CONDITIONS OF PURCHASE......................................... 13

Section 3.1 Conditions Precedent to Purchase............................ 13

Section 3.2 Conditions Precedent to Subsequent Payments................. 13

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ARTICLE IV COVENANTS....................................................... 14

Section 4.1 Affirmative Covenants of Originators........................ 14

(a) Financial Reporting............................................... 14

(i) Annual Reporting......................................... 14

(ii) Quarterly Reporting...................................... 14

(iii) Compliance Certificate................................... 14

(iv) Shareholders Statements and Reports...................... 14

(v) S.E.C. Filings........................................... 14

(vi) Copies of Notices........................................ 14

(vii) Change in Credit and Collection Policy................... 14

(viii) Other Information........................................ 15

(b) Notices........................................................... 15

(i) Termination Events or Unmatured Termination Events....... 15

(ii) Judgment and Proceedings................................. 15

(iii) Material Adverse Effect.................................. 15

(iv) Defaults Under Other Agreements.......................... 15

(v) ERISA Events............................................. 15

(d) Audits............................................................ 16

(e) Keeping and Marking of Records and Books.......................... 16

(f) Compliance with Contracts and Credit and Collection Policy........ 17

(g) Ownership......................................................... 17

(h) Purchasers' Reliance.............................................. 17

(i) Collections....................................................... 18

(j) Taxes............................................................. 18

Section 4.2 Negative Covenants of Originators........................... 18

(a) Name Change, Offices and Records.................................. 18

(b) Change in Payment Instructions to Obligors........................ 18

(d) Sales, Liens...................................................... 19

(e) Accounting for Purchase........................................... 19

ARTICLE V TERMINATION EVENTS............................................... 19

Section 5.1 Termination Events.......................................... 19

Section 5.2 Remedies.................................................... 21

ARTICLE VI INDEMNIFICATION................................................. 21

Section 6.1 Indemnities by Originators.................................. 21

Section 6.2 Other Costs and Expenses.................................... 24

ARTICLE VII MISCELLANEOUS.................................................. 24

Section 7.1 Waivers and Amendments...................................... 24

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Section 7.2 Notices..................................................... 24

Section 7.3 Protection of Ownership Interests of Buyer.................. 24

Section 7.4 Confidentiality............................................. 26

Section 7.6 Limitation of Liability..................................... 27

Section 7.7 CHOICE OF LAW............................................... 27

Section 7.8 CONSENT TO JURISDICTION..................................... 27

Section 7.9 WAIVER OF JURY TRIAL........................................ 28

Section 7.10 Integration; Binding Effect; Survival of Terms.............. 28

Section 7.11 Counterparts; Severability; Section References.............. 29

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EXHIBITS AND SCHEDULES

Exhibit I - Definitions

Exhibit II - Principal Place of Business; Location(s) of Records; Federal

Employer Identification Number; Other Names

Exhibit III - Lock-Boxes; Collection Accounts; Collection Banks

Exhibit IV - Form of Compliance Certificate

Exhibit V - Copy of Credit and Collection Policy

Exhibit VI - Form of Subordinated Note

Exhibit VII - Form of Purchase Report

Schedule A - List of Documents to Be Delivered to Buyer Prior to the Purchases

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RECEIVABLES SALE AGREEMENT

THIS RECEIVABLES SALE AGREEMENT, dated as of April 28, 2005, is by and

among WOLVERINE TUBE, INC., a Delaware corporation ("PARENT"), TUBE FORMING, LP,

a Delaware limited partnership and SMALL TUBE MANUFACTURING LLC, a Delaware

limited liability company (each of the foregoing including Parent, an

"ORIGINATOR" and collectively, the "ORIGINATORS"), and DEJ 98 FINANCE, LLC, a

Delaware limited liability company ("BUYER"). UNLESS DEFINED ELSEWHERE HEREIN,

CAPITALIZED TERMS USED IN THIS AGREEMENT SHALL HAVE THE MEANINGS ASSIGNED TO

SUCH TERMS IN EXHIBIT I HERETO (OR, IF NOT DEFINED IN EXHIBIT I HERETO, THE

MEANINGS ASSIGNED TO SUCH TERMS IN EXHIBIT I TO THE PURCHASE AGREEMENT).

PRELIMINARY STATEMENTS

Each of the Originators now owns, and from time to time hereafter will

own, Receivables. Each of the Originators wishes to sell and assign to

Buyer, and Buyer wishes to purchase from each Originator, all of such

Originator's right, title and interest in and to its Receivables, together

with the Related Security and Collections with respect thereto.

Each of the Originators and Buyer intends the transactions

contemplated hereby to be true sales to Buyer by such Originator of the

Receivables originated by it, providing Buyer with the full benefits of

ownership of such Receivables, and none of the Originators nor Buyer

intends these transactions to be, or for any purpose to be characterized

as, loans from Buyer to such Originator.

Following the purchase of Receivables from each Originator, Buyer will

sell undivided interests therein and in the associated Related Security and

Collections pursuant to that certain Receivables Purchase Agreement dated

as of April 28, 2005 (as the same may from time to time hereafter be

amended, supplemented, restated or otherwise modified, the "PURCHASE

AGREEMENT") among Buyer, Wolverine Finance, LLC, a Tennessee limited

liability company ("WOLVERINE FINANCE"), as initial Servicer, Blue Ridge

Asset Funding Corporation ("BLUE RIDGE"), and Wachovia Bank, National

Association, individually ("WACHOVIA") and as agent (in such capacity,

together with any successor agent appointed pursuant to the terms of the

Purchase Agreement, the "AGENT").

NOW, THEREFORE, in consideration of the foregoing premises and the

mutual agreements herein contained and other good and valuable consideration,

the receipt and adequacy of which are hereby acknowledged, the parties hereto

agree as follows:

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ARTICLE I

AMOUNTS AND TERMS OF THE PURCHASE

Section 1.1 Initial Contribution of Receivables. On the date hereof, Parent

does hereby contribute, assign, transfer, set-over and otherwise convey to

Buyer, and Buyer does hereby accept from Parent, Receivables originated by

Parent and existing as of the close of business on the Business Day immediately

prior to the date hereof (the "INITIAL CUTOFF DATE") having an aggregate

Outstanding Balance of $39,651,962 (the "INITIAL CONTRIBUTED RECEIVABLES"),

together with all Related Security relating thereto and all Collections thereof.

Section 1.2 Purchase of Receivables.

(a) Effective on the date hereof, in consideration for the Sale Price

paid to each Originator and upon the terms and subject to the conditions set

forth herein, each Originator does hereby sell, assign, transfer, set-over and

otherwise convey to Buyer, without recourse (except to the extent expressly

provided herein), and Buyer does hereby purchase from such Originator, all of

such Originator's right, title and interest in and to all Receivables originated

by such Originator and existing as of the close of business on the Initial

Cutoff Date (other than the Initial Contributed Receivables) and all Receivables

thereafter originated by such Originator through and including the Termination

Date, together, in each case, with all Related Security relating thereto and all

Collections thereof. In accordance with the preceding sentence, on the date

hereof Buyer shall acquire all of each Originator's right, title and interest in

and to all Receivables existing as of the Initial Cutoff Date (other than the

Initial Contributed Receivables) and thereafter arising through and including

the Termination Date, together with all Related Security relating thereto and

all Collections thereof. Buyer shall be obligated to pay the Sale Price for the

Receivables purchased hereunder from each Originator in accordance with Section

1.3.

(b) On the 20th day of each month hereafter (or if any such day is not

a Business Day, on the next succeeding Business Day thereafter, each Originator

shall (or shall require the Servicer to) deliver to Buyer a report in

substantially the form of Exhibit VII hereto (each such report being herein

called a "PURCHASE REPORT") with respect to the Receivables sold by such

Originator to Buyer during the Settlement Period then most recently ended. In

addition to, and not in limitation of, the foregoing, in connection with the

payment of the Sale Price for any Receivables purchased hereunder, Buyer may

request that the applicable Originator deliver, and such Originator shall

deliver, such approvals, opinions, information or documents as Buyer may

reasonably request.

Receivables from an Originator made hereunder shall constitute a sale, which

sale is absolute and irrevocable and provides Buyer with the full benefits of

ownership of the Receivables originated by such Originator. Except for the Sale

Price Credits owed to such Originator pursuant to Section 1.4, the sale of

Receivables hereunder by each Originator is made without recourse to such

Originator;

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PROVIDED, HOWEVER, that (i) such Originator shall be liable to Buyer for all

representations, warranties, covenants and indemnities made by such Originator

pursuant to the terms of the Transaction Documents to which such Originator is a

party, and (ii) such sale does not constitute and is not intended to result in

an assumption by Buyer or any assignee thereof of any obligation of such

Originator or any other Person arising in connection with the Receivables, the

related Contracts and/or other Related Security or any other obligations of such

Originator. In view of the intention of the parties hereto that each Purchase of

Receivables made hereunder shall constitute a sale of such Receivables rather

than loans secured thereby, each Originator agrees that it will, on or prior to

the date hereof and in accordance with Section 4.1(e)(ii), mark its master data

processing records relating to the Receivables originated by it with a legend

acceptable to Buyer and to the Agent (as Buyer's assignee), evidencing that

Buyer has purchased such Receivables as provided in this Agreement and to note

in its financial statements that its Receivables have been sold to Buyer. Upon

the request of Buyer or the Agent (as Buyer's assignee), each Originator will

execute and file such financing or continuation statements, or amendments

thereto or assignments thereof, and such other instruments or notices, as may be

necessary or appropriate to perfect and maintain the perfection of Buyer's

ownership interest in the Receivables originated by such Originator and the

Related Security and Collections with respect thereto, or as Buyer or the Agent

(as Buyer's assignee) may reasonably request.

Section 1.3 Payment for the Purchases.

(a) Buyer is obligated to pay the Sale Price for the Purchase from

each Originator of its Receivables in existence as of the close of business on

the Initial Cutoff Date (other than the Initial Contributed Receivables) in full

to such Originator on the date hereof, and such Sale Price shall be paid to such

Originator in the following manner:

(i) by delivery of immediately available funds to the applicable

Originator or to such bank account (the "DESIGNATED ACCOUNT") for the account of

such Originator as such Originator may designate in writing to Buyer, to the

extent Buyer has funds available from Collections and/or the sale of interests

pursuant to the Purchase Agreement, and

(ii) the balance, by delivery of the proceeds of a subordinated

revolving loan from such Originator to Buyer (a "SUBORDINATED LOAN") in an

amount not to exceed the least of (A) the remaining unpaid portion of such Sale

Price, (B) the maximum Subordinated Loan that could be borrowed without

rendering Buyer's Net Worth less than the Required Capital Amount, and (C)

fifteen percent (15%) of such Sale Price. Each Originator is hereby authorized

by Buyer to endorse on the schedule attached to its Subordinated Note an

appropriate notation evidencing the date and amount of each advance thereunder,

as well as the date of each

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payment with respect thereto, PROVIDED THAT the failure to make such notation

shall not affect any obligation of Buyer thereunder.

The Sale Price for each Receivable coming into existence after the Initial

Cutoff Date shall be due and owing in full by Buyer, and Buyer is obligated to

pay such Sale Price, to the applicable Originator or its designee on the date

each such Receivable came into existence (except that Buyer may, with respect to

any such Sale Price, offset against such Sale Price any amounts owed by such

Originator to Buyer hereunder and which have become due but remain unpaid) and

shall be paid to such Originator in the manner provided in the following

paragraphs (b) and (c).

(b) With respect to any Receivables coming into existence after the

Initial Cutoff Date, on each Business Day, Buyer shall pay the applicable

Originator the Sale Price therefor in the following manner and order:

FIRST, by delivery of immediately available funds to the

applicable Originator or to the Designated Account, as the case may be, to

the extent Buyer has funds available from Collections and/or the sale of

interests pursuant to the Purchase Agreement;

SECOND, by delivery to the applicable Originator or its designee

of the proceeds of a Subordinated Loan, PROVIDED THAT the making of any

such Subordinated Loan shall be subject to the provisions set forth in

Section 1.3(a)(ii); and

THIRD, solely in the case of Receivables originated by Parent,

unless the Termination Date has occurred in accordance with this Agreement,

by accepting a contribution to its capital in an amount equal to the

remaining unpaid balance of such Sale Price.

Subject to the limitations set forth in Section 1.3(a)(ii), each Originator

irrevocably agrees to advance each Subordinated Loan requested by Buyer on or

prior to the Termination Date. The Subordinated Loans owing to each Originator

shall be evidenced by, and shall be payable in accordance with the terms and

provisions of its Subordinated Note and shall be payable solely from funds which

Buyer is not required under the Purchase Agreement to set aside for the benefit

of, or otherwise pay over to, the Purchasers.

obligated to (but may, at its option) sell Receivables to Buyer, and (ii) Parent

shall not be obligated to (but may, at its option) contribute Receivables to

Buyer's capital pursuant to clause THIRD of Section 1.3(b).

Section 1.4 Sale Price Credit Adjustments. If on any day:

(a) the Outstanding Balance of a Receivable purchased from any

Originator is:

(i) reduced as a result of any defective or rejected or returned

goods or services, any discount or any adjustment or otherwise by such

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Originator (other than as a result of such Receivable becoming a Defaulted

Receivable or to reflect cash Collections on account of such Receivable),

(ii) reduced or canceled as a result of a setoff in respect of

any claim by any Person (whether such claim arises out of the same or a related

transaction or an unrelated transaction), or

(b) any of the representations and warranties set forth in Sections

2.1(h), (i), (j), (l), (r), (s), (t), (u), the second sentence of Section 2.1(q)

hereof and the last clause (relating to bulk sales laws) of Section 2.1(c) are

not true when made or deemed made with respect to any Receivable,

then, in such event, Buyer shall be entitled to a credit (each, a "SALE PRICE

CREDIT") against the Sale Price otherwise payable to the applicable Originator

hereunder equal to the Outstanding Balance of such Receivable (calculated before

giving effect to the applicable reduction or cancellation). If such Sale Price

Credit exceeds the Original Balance of the Receivables originated by the

applicable Originator on any day, such Originator shall pay the remaining amount

of such Sale Price Credit in cash on such day, PROVIDED THAT if the Termination

Date has not occurred, such Originator shall be allowed to deduct the remaining

amount of such Sale Price Credit from any indebtedness owed to it under its

Subordinated Note.

Section 1.5 Payments and Computations, Etc. All amounts to be paid or

deposited by Buyer hereunder shall be paid or deposited in accordance with the

terms hereof on the day when due in immediately available funds to the account

of the applicable Originator designated from time to time by such Originator or

as otherwise directed by such Originator. In the event that any payment owed by

any Person hereunder becomes due on a day that is not a Business Day, then such

payment shall be made on the next succeeding Business Day. If any Person fails

to pay any amount hereunder when due, such Person agrees to pay, on demand, the

Default Fee in respect thereof until paid in full; PROVIDED, HOWEVER, that such

Default Fee shall not at any time exceed the maximum rate permitted by

applicable law. All computations of interest payable hereunder shall be made on

the basis of a year of 360 days for the actual number of days (including the

first but excluding the last day) elapsed.

Section 1.6 License of Software.

(a) To the extent that any software used by any Originator to account

for the Receivables originated by it is non-transferable, such Originator hereby

grants to each of Buyer, the Agent and the Servicer an irrevocable,

non-exclusive license to use, without royalty or payment of any kind, all such

software used by such Originator to account for such Receivables, to the extent

necessary to administer such Receivables, whether such software is owned by such

Originator or is owned by others and used by such Originator under license

agreements with respect thereto, PROVIDED THAT should the consent of any

licensor of such software be required for the grant of the license described

herein, to be effective, such Originator hereby agrees that upon the request of

Buyer (or Buyer's assignee), such Originator will use its reasonable efforts to

obtain the consent of such third-party licensor. The license granted hereby

shall be irrevocable until the later to

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occur of (i) indefeasible payment in full of the Aggregate Unpaids (as defined

in the Purchase Agreement), and (ii) the date each of this Agreement and the

Purchase Agreement terminates in accordance with its terms.

(b) Each Originator (i) shall take such reasonable action requested by

Buyer and/or the Agent (as Buyer's assignee), from time to time hereafter, that

may be necessary or appropriate to ensure that Buyer and its assigns under the

Purchase Agreement have an enforceable ownership interest in the Records

relating to the Receivables purchased from such Originator hereunder, and (ii)

shall use its reasonable efforts to ensure that Buyer, the Agent and the

Servicer each has an enforceable right (whether by license or sublicense or

otherwise) to use all of the computer software used to account for such

Receivables and/or to recreate such Records.

Section 1.7 UCC. All transactions contemplated or evidenced by this

Agreement, including the sale or contribution by an Originator to Buyer of

Receivables hereunder shall be subject to Article 9 of the UCC and other

applicable law. Buyer and its assigns shall have, in addition to the rights and

remedies which they may have under this Agreement, all other rights and remedies

provided to a secured creditor under the UCC and other applicable law, which

rights and remedies shall be cumulative.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Section 2.1 Representations and Warranties of Originators. Each Originator

hereby represents and warrants to Buyer on the date hereof, on the date of the

Purchase or contribution from such Originator hereunder and on each date that

any Receivable is originated by such Originator on or after the date of such

Purchase or contribution, that:

(a) Existence and Power. Such Originator is a corporation, limited

liability company or limited partnership, duly organized under the laws of the

state set forth after its name in the preamble to this Agreement (the

"APPLICABLE STATE"), and no other state or jurisdiction. Such Originator is

validly existing and in good standing under the laws of its Applicable State and

is duly qualified to do business and is in good standing as a foreign entity,

and has and holds all power and all governmental licenses, authorizations,

consents and approvals required to carry on its business in each jurisdiction in

which its business is conducted except where the failure to so qualify or so

hold could not reasonably be expected to have a Material Adverse Effect.

(b) Power and Authority; Due Authorization, Execution and Delivery.

The execution and delivery by such Originator of this Agreement and each other

Transaction Document to which it is a party, and the performance of its

obligations hereunder and thereunder, and such Originator's use of the proceeds

of the Purchase made from it hereunder, are within its organizational powers and

authority and have been duly authorized by all necessary organizational action

on its part. This Agreement and each other Transaction Document to which such

Originator is a party has been duly executed and delivered by such Originator.

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Agreement and each other Transaction Document to which it is a party, and the

performance of its obligations hereunder and thereunder do not contravene or

violate (i) its Organizational Documents, (ii) any law, rule or regulation

applicable to it, (iii) any restrictions under any agreement, contract or

instrument to which it is a party or by which it or any of its property is

bound, or (iv) any order, writ, judgment, award, injunction or decree binding on

or affecting it or its property, and do not result in the creation or imposition

of any Adverse Claim on assets of such Originator or its Subsidiaries (except as

created hereunder) except, in any case, where such contravention or violation

could not reasonably be expected to have a Material Adverse Effect; and no

transaction contemplated hereby requires compliance with any bulk sales act or

similar law.

(d) Governmental Authorization. Other than the filing of the financing

statements required hereunder, no authorization or approval or other action by,

and no notice to or filing with, any governmental authority or regulatory body

is required for the due execution and delivery by such Originator of this

Agreement and each other Transaction Document to which it is a party and the

performance of its obligations hereunder and thereunder.

(e) Actions, Suits. There are no actions, suits or proceedings

pending, or to the best of such Originator's knowledge, threatened, against or

affecting such Originator, or any of its properties, in or before any court,

arbitrator or other body, that could reasonably be expected to have a Material

Adverse Effect. Such Originator is not in default with respect to any order of

any court, arbitrator or governmental body.

(f) Binding Effect. This Agreement and each other Transaction Document

to which such Originator is a party constitute the legal, valid and binding

obligations of such Originator enforceable against such Originator in accordance

with their respective terms, except as such enforcement may be limited by

applicable bankruptcy, insolvency, reorganization or other similar laws relating

to or limiting creditors' rights generally and by general principles of equity

(regardless of whether enforcement is sought in a proceeding in equity or at

law).

(g) Accuracy of Information. All information heretofore furnished by

such Originator or any of its Affiliates to Buyer (or its assigns) for purposes

of or in connection with this Agreement, any of the other Transaction Documents

or any transaction contemplated hereby or thereby is, and all such information

hereafter furnished by such Originator or any of its Affiliates to Buyer (or its

assigns) will be, true and accurate in every material respect on the date such

information is stated or certified and not incomplete by omitting to state any

material fact necessary to make such information not misleading at such time.

There is no fact now known to any Authorized Officer of any Originator which

has, or would reasonably be expected to have, a Material Adverse Effect which

fact has not been set forth herein, in the financial statements, or any

certificate, opinion or other written statement made or furnished by such

Originator or any of its Affiliates to Buyer.

(h) Use of Proceeds. No portion of any Sale Price payment hereunder

will be used (i) for a purpose that violates, or would be inconsistent with, any

law, rule or regulation applicable to such Originator or (ii) to acquire any

security in any transaction which is subject to Section 12, 13 or 14 of the

Securities Exchange Act of 1934, as amended.

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(i) Good Title. Immediately prior to the Purchase or contribution from

such Originator hereunder and upon the creation of each Receivable originated by

such Originator after the Initial Cut-Off Date, such Originator (i) is the legal

and beneficial owner of such Receivables and (ii) is the legal and beneficial

owner of the Related Security with respect thereto or possesses a valid and

perfected security interest therein, in each case, free and clear of any Adverse

Claim, except as created by the Transaction Documents. There have been duly

filed all financing statements or other similar instruments or documents

necessary under the UCC (or any comparable law) of all appropriate jurisdictions

to perfect such Originator's ownership interest in each such Receivable, its

Collections and the Related Security.

(j) Perfection. This Agreement, together with the filing of the

financing statements contemplated hereby, is effective to transfer to Buyer (and

Buyer shall acquire from such Originator) (i) legal and equitable title to, with

the right to sell and encumber each Receivable originated by such Originator,

whether now existing and hereafter arising, together with the Collections with

respect thereto, and (ii) all of such Originator's right, title and interest in

the Related Security associated with each such Receivable, in each case, free

and clear of any Adverse Claim, except as created by the Transactions Documents.

There have been duly filed all financing statements or other similar instruments

or documents necessary under the UCC (or any comparable law) of all appropriate

jurisdictions to perfect Buyer's ownership interest in such Receivables, the

Related Security and the Collections.

(k) Places of Business and Locations of Records. The principal places

of business and chief executive office of such Originator and the offices where

it keeps all of its Records are located at the address(es) listed on Exhibit II

or such other locations of which Buyer has been notified in accordance with

Section 4.2(a) in jurisdictions where all action required by Section 4.2(a) has

been taken and completed. such Originator's Federal Employer Identification

Number is correctly set forth on Exhibit II.

(l) Collections. The conditions and requirements set forth in Section

4.1(i) have at all times been satisfied and duly performed. The names and

addresses of all Collection Banks, together with the account numbers of the

Collection Accounts of such Originator at each Collection Bank and the post

office box number of each Lock-Box, are listed on Exhibit III. Such Originator

has not granted any Person, other than Buyer (and its assigns) dominion and

control of any Lock-Box or Collection Account, or the right to take dominion and

control of any such Lock-Box or Collection Account at a future time or upon the

occurrence of a future event except that such Originator has instructed the

Agent to assign its interest in the Collection Accounts and Lock-Boxes to

Wachovia in its capacity as lender under the [ABL Credit Agreement] upon

termination of all commitments under the Purchase Agreement and payment in full

of the Aggregate Unpaids (under and as defined in the Purchase Agreement).

(m) Material Adverse Effect. Since December 31, 2004, no event has

occurred that would have a Material Adverse Effect.

(n) Names. The name in which such Originator has executed this

Agreement is identical to the name of such Originator as indicated on the public

record of its state of organization which shows such Originator to have been

organized. In the past five (5)

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years, such Originator has not used any corporate names, trade names or assumed

names other than the name in which it has executed this Agreement and as listed

on Exhibit II.

(o) Ownership of Buyer. Parent owns, directly or indirectly, 100% of

the issued and outstanding non-voting Equity Interests, and 49% of the voting

Equity Interests, of Buyer. Such Equity Interests are validly issued, fully paid

and nonassessable, and there are no options, warrants or other rights to acquire

securities of Buyer.

(p) Not a Holding Company or an Investment Company. Such Originator is

not a "holding company" or a "subsidiary holding company" of a "holding company"

within the meaning of the Public Utility Holding Company Act of 1935, as

amended, or any successor statute. Such Originator is not an "investment

company" within the meaning of the Investment Company Act of 1940, as amended,

or any successor statute.

(q) Compliance with Law. Such Originator has complied in all respects

with all applicable laws, rules, regulations, orders, writs, judgments,

injunctions, decrees or awards to which it may be subject, except where the

failure to so comply could not reasonably be expected to have a Material Adverse

Effect. Each Receivable, together with the Contract related thereto, does not

contravene any laws, rules or regulations applicable thereto (INCLUDING, WITHOUT

LIMITATION, laws, rules and regulations relating to truth in lending, fair

credit billing, fair credit reporting, equal credit opportunity, fair debt

collection practices and privacy), and no part of such Contract is in violation

of any such law, rule or regulation, except where such contravention or

violation could not reasonably be expected to have a Material Adverse Effect.

(r) Compliance with Credit and Collection Policy. Such Originator has

complied in all material respects with the Credit and Collection Policy with

regard to each Receivable originated by it and the related Contract, and has not

made any change to such Credit and Collection Policy, except such material

change as to which Buyer (or its assigns) has been notified in accordance with

Section 4.1(a)(vii).

(s) Payments to such Originator. With respect to each Receivable

originated by such Originator and sold to Buyer hereunder, the Sale Price

received by such Originator constitutes reasonably equivalent value in

consideration therefor. No transfer hereunder by such Originator of any

Receivable originated by such Originator is or may be voidable under any section

of the Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101 et seq.), as

amended.

(t) Enforceability of Contracts. Each Contract with respect to each

Receivable is effective to create, and has created, a legal, valid and binding

obligation of the related Obligor to pay the Outstanding Balance of the

Receivable created thereunder and any accrued interest thereon, enforceable

against the Obligor in accordance with its terms, except as such enforcement may

be limited by applicable bankruptcy, insolvency, reorganization or other similar

laws relating to or limiting creditors' rights generally and by general

principles of equity (regardless of whether enforcement is sought in a

proceeding in equity or at law).

<PAGE>

(u) Eligible Receivables. Each Receivable reflected in any Purchase

Report as an Eligible Receivable was an Eligible Receivable on the date of its

acquisition by Buyer hereunder.

(v) Accounting. The manner in which such Originator accounts for the

transactions contemplated by this Agreement in its financial statements does not

jeopardize the characterization of the transactions contemplated herein as being

true sales.

(w) OFAC. None of the Originators nor any of its Subsidiaries (a) is a

Sanctioned Person, (b) does business in a Sanctioned Country in violation of the

economic sanctions of the United States administered by OFAC or (c) does

business in such country or with any such agency, organization or person, in

violation of the economic sanctions of the United States administered by OFAC.

ARTICLE III

CONDITIONS OF PURCHASE

Section 3.1 Conditions Precedent to Purchase. The Purchases under this

Agreement are subject to the conditions precedent that (a) Buyer shall have been

capitalized with the Initial Contributed Receivables, (b) Buyer shall have

received on or before the date of such Purchase those documents listed on

Schedule A and (c) all of the conditions to the initial Purchase under the

Purchase Agreement shall have been satisfied or waived in accordance with the

terms thereof.

Section 3.2 Conditions Precedent to Subsequent Payments. Buyer's obligation

to pay for Receivables coming into existence after the Initial Cutoff Date shall

be subject to the further conditions precedent that: (a) the Facility

Termination Date shall not have occurred under the Purchase Agreement; (b) Buyer

(or its assigns) shall have received such other approvals, opinions or documents

as it may reasonably request and (c) on the date such Receivable came into

existence, the following statements shall be true (and acceptance of the

proceeds of any payment for such Receivable shall be deemed a representation and

warranty by such Originator that such statements are then true):

(i) the representations and warranties set forth in Article II

are true and correct on and as of the date such Receivable came into existence

as though made on and as of such date; and

(ii) no event has occurred and is continuing that will constitute

a Termination Event or an Unmatured Termination Event.

Notwithstanding the foregoing conditions precedent, upon payment of the Sale

Price for any Receivable (whether by payment of cash, through an increase in the

amounts outstanding under the Subordinated Note, by offset of amounts owed to

Buyer and/or by offset of capital contributions), title to such Receivable and

the Related Security and Collections with respect thereto shall vest in Buyer,

whether or not the conditions precedent to Buyer's obligation to pay for such

Receivable were in fact satisfied. The failure of such Originator to satisfy any

of the foregoing conditions precedent, however, shall give rise to a right of

Buyer to rescind the related

<PAGE>

purchase and direct such Originator to pay to Buyer an amount equal to the Sale

Price payment that shall have been made with respect to any Receivables related

thereto.

ARTICLE IV

COVENANTS

Section 4.1 Affirmative Covenants of Originators. Until the date on which

this Agreement terminates in accordance with its terms, each Originator hereby

covenants as set forth below:

(a) Financial Reporting. Such Originator will maintain, for itself and

each of its Subsidiaries, a system of accounting established and administered in

accordance with GAAP, and furnish to Buyer (or its assigns):

(i) Annual Reporting. Within 90 days after the close of each of

its respective fiscal years, audited, unqualified consolidated financial

statements (which shall include balance sheets, statements of income and

retained earnings and a statement of cash flows) of Parent and its Subsidiaries

for such fiscal year certified in a manner acceptable to Buyer (or its assigns)

by independent public accountants acceptable to Buyer (or its assigns).

(ii) Quarterly Reporting. Within 45 days after the close of the

first three (3) quarterly periods of each of its respective fiscal years,

consolidated balance sheets of Parent and its Subsidiaries as at the close of

each such period and consolidated statements of income and retained earnings and

a statement of cash flows of Parent and its Subsidiaries for the period from the

beginning of such fiscal year to the end of such quarter, all certified by its

chief financial officer.

(iii) Compliance Certificate. Together with the financial

statements required hereunder, a compliance certificate in substantially the

form of Exhibit IV signed by such Originator's Authorized Officer and dated the

date of such annual financial statement or such quarterly financial statement,

as the case may be.

(iv) Shareholders Statements and Reports. Promptly upon the

furnishing thereof to the shareholders of such Originator, copies of all

financial statements, reports and proxy statements so furnished.

(v) S.E.C. Filings. Promptly upon the filing thereof, copies of

all registration statements and annual, quarterly, monthly or other regular

reports which such Originator or any of its Subsidiaries files with the

Securities and Exchange Commission.

(vi) Copies of Notices. Promptly upon its receipt of any notice

of breach from any Collection Bank, or notice of default from any lender, copies

of the same.

(vii) Change in Credit and Collection Policy. At least thirty

(30) days prior to the effectiveness of any material change in or material

amendment to the Credit and Collection Policy, a copy of the Credit and

Collection Policy then in effect and a notice (A) indicating such proposed

change or amendment, and (B) if such proposed change or amendment

<PAGE>

would be reasonably likely to adversely affect the collectibility of the

Receivables or decrease the credit quality of any newly created Receivables,

requesting Buyer's (and the Agent's, as Buyer's assignee) consent thereto.

(viii) Other Information. Promptly, from time to time, such other

information, documents, records or reports relating to the Receivables

originated by such Originator or the condition or operations, financial or

otherwise, of such Originator as Buyer (or its assigns) may from time to time

reasonably request in order to protect the interests of Buyer (and its assigns)

under or as contemplated by this Agreement.

(b) Notices. Such Originator will notify Buyer (or its assigns) in

writing of any of the following promptly upon learning of the occurrence

thereof, describing the same and, if applicable, the steps being taken with

respect thereto:

(i) Termination Events or Unmatured Termination Events. The

occurrence of each Termination Event and each Unmatured Termination Event, by a

statement of an Authorized Officer of such Originator.

(ii) Judgment and Proceedings. (1) The entry of any judgment or

decree against any Originator or any of its Subsidiaries if the aggregate amount

of all judgments and decrees then outstanding against the Originators and their

Subsidiaries exceeds $2,500,000 after deducting (a) the amount with respect to

which the applicable Originator or Subsidiary is insured and with respect to

which the insurer has not denied coverage, and (b) the amount for which the

applicable Originator or Subsidiary is otherwise indemnified if the terms of

such indemnification are satisfactory to Buyer (or its assigns), and (2) the

institution of any litigation, arbitration proceeding or governmental proceeding

against any Originator which, individually or in the aggregate, could reasonably

be expected to have a Material Adverse Effect.

(iii) Material Adverse Effect. The occurrence of any event or

condition that has had, or could reasonably be expected to have, a Material

Adverse Effect.

(iv) Defaults Under Other Agreements. The occurrence of a default

or an event of default under any other financing arrangement pursuant to which

any Originator is a debtor or an obligor and such financing arrangement is in

excess of $2,500,000.

(v) ERISA Events. The occurrence of any ERISA Event.

(vi) Downgrade of Parent. Any downgrade in the rating of any

Indebtedness of Parent by S&P or by Moody's, setting forth the Indebtedness

affected and the nature of such change.

Originator will comply in all respects with all applicable laws, rules,

regulations, orders, writs, judgments, injunctions, decrees or awards to which

it is subject, except where the failure to so comply could not reasonably be

expected to have a Material Adverse Effect. Such Originator will preserve and

maintain its legal existence, rights, franchises and privileges in the

jurisdiction of its organization, and qualify and remain qualified in good

standing as a foreign entity in each jurisdiction where its business is

conducted, except where the failure to so qualify or remain in

<PAGE>

good standing could not reasonably be expected to have a Material Adverse

Effect. Nothing herein shall be deemed to preclude any Originator from merging

with and into any other Originator.

(d) Audits. Such Originator will furnish to Buyer (or its assigns)

from time to time such information with respect to it and the Receivables sold

by it as Buyer (or its assigns) may reasonably request. Such Originator will,

from time to time during regular business hours as requested by Buyer (or its

assigns), upon reasonable notice and at the sole cost of such Originator, permit

Buyer (or its assigns) or their respective agents or representatives, (i) to

examine and make copies of and abstracts from all Records in the possession or

under the control of such Originator relating to the Receivables and the Related

Security, including, without limitation, the related Contracts (other than those

Contracts that contain a confidentiality provision that purports to restrict

Buyer's (or its assigns) right to review the Contract for which such Originator

has been unable, after diligent effort, to obtain consent to disclosure), and

(ii) to visit the offices and properties of such Originator for the purpose of

examining such materials described in clause (i) above, and to discuss matters

relating to such Originator's financial condition or the Receivables and the

Related Security or such Originator's performance under any of the Transaction

Documents or such Originator's performance under the Contracts and, in each

case, with any of the officers or employees of such Originator having knowledge

of such matters (each of the foregoing examinations and visits, a "REVIEW");

PROVIDED, HOWEVER, that, so long as no Amortization Event (under and as defined

in the Purchase Agreement) has occurred and is continuing, the number of Reviews

in any one calendar year shall be limited to a maximum of four (4) and;

PROVIDED, FURTHER, that, the Originators, collectively, shall not be responsible

for the reasonable costs and expenses of more than two (2) Reviews in any one

calendar year unless (X) the immediately preceding audit was unsatisfactory to

the Agent with respect to missing information, erroneous reporting, other

non-compliance with the provisions of the Transaction Documents or questions

that have not been answered to the Agent's satisfaction, or (Y) the Aggregate

Invested Amount (under and as defined in the Purchase Agreement) exceeds an

amount equal to 0.75 times the difference between the most recently computed Net

Pool Balance (under and as defined in the Purchase Agreement) and the most

recently computed Required Reserve (under and as defined in the Purchase

Agreement).

(e) Keeping and Marking of Records and Books.

(i) Such Originator will maintain and implement administrative

and operating procedures (including, without limitation, an ability to recreate

records evidencing Receivables in the event of the destruction of the originals

thereof), and keep and maintain all documents, books, records and other

information reasonably necessary or advisable for the collection of all

Receivables (including, without limitation, records adequate to permit the

immediate identification of each new Receivable and all Collections of and

adjustments to each existing Receivable). Such Originator will give Buyer (or

its assigns) notice of any material change in the administrative and operating

procedures referred to in the previous sentence.

<PAGE>

(ii) Such Originator will (A) on or prior to the date hereof,

mark its master data processing records and other books and records relating to

the Receivables originated by such Originator with a legend, acceptable to Buyer

(or its assigns), describing Buyer's ownership interests in the Receivables and

further describing the Receivable Interests of the Agent (on behalf of the

Purchasers) under the Purchase Agreement and (B) upon the request of Buyer (or

its assigns) following the occurrence of a Termination Event: (x) mark each

Contract with a legend describing Buyer's ownership interests in the Receivables

originated by such Originator and further describing the Receivable Interests of

the Agent (on behalf of the Purchasers) and (y) deliver to Buyer (or its

assigns) all Contracts (including, without limitation, all multiple originals of

any such Contract) relating to such Receivables.

(f) Compliance with Contracts and Credit and Collection Policy. Such

Originator will timely and fully (i) perform and comply with all provisions,

covenants and other promises required to be observed by it under the Contracts

related to the Receivables originated by it, and (ii) comply in all material

respects with the Credit and Collection Policy in regard to each such Receivable

and the related Contract.

(g) Ownership. Such Originator will take all necessary action to

establish and maintain, irrevocably in Buyer, (A) legal and equitable title to

the Receivables originated by such Originator and the Collections and (B) all of

such Originator's right, title and interest in the Related Security associated

with the Receivables originated by such Originator, in each case, free and clear

of any Adverse Claims other than Adverse Claims in favor of Buyer (and its

assigns) (INCLUDING, WITHOUT LIMITATION, the filing of all financing statements

or other similar instruments or documents necessary under the UCC (or any

comparable law) of all appropriate jurisdictions to perfect Buyer's interest in

such Receivables, Related Security and Collections and such other necessary or

desirable action to perfect, protect or more fully evidence the interest of

Buyer as Buyer (or its assigns) may reasonably request).

(h) Purchasers' Reliance. Such Origin

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