Preview | Credit Facilities Agreement |

This AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT FACILITIES AGREEMENT (this ?Agreement?) is entered into and effective as of April 15, 2008, by and among (1) Pomeroy IT Solutions, Inc. (formerly known as, Pomeroy Computer Resources, Inc., and as successor by merger with Val Tech Computer Systems, Inc.), (2) Pomeroy Select Integration Solutions, Inc., (3) Pomeroy Staffing Solutions, LLC (formerly, prior to conversion, Pomeroy Select Advisory Services, Inc.), (4) Pomeroy IT Solutions Sales Company, Inc. (formerly known as, Pomeroy Computer Resources Sales Company, Inc., and as successor by merger with TheLinc, LLC and as successor by merger with Micrologic Business Systems of K.C., LLC), (5) Pomeroy Computer Resources Holding Company, Inc., (6) Pomeroy Computer Resources Operations, LLP, (7) PCR Holdings, Inc. (formerly known as, Technology Integration Financial Services, Inc.), (8) PCR Properties, LLC (formerly, prior to conversion, PCR Properties, Inc., and prior to such conversion, formerly known as, T.I.F.S. Advisory Services, Inc.), (9) Alternative Resources Corporation, a Delaware corporation (as successor by merger with Pomeroy Acquisition Sub, Inc.), (10) ARC Service, Inc., a Delaware corporation, (11) ARC Staffing Management LLC, a Delaware limited liability company, (12) ARC Shared Services LLC, a Delaware limited liability company, (13) ARC Technology Management LLC, a Delaware limited liability company, (14) ARC Solutions, Inc., a Delaware corporation, and (15) ARC Midholding, Inc., a Delaware corporation (collectively and separately referred to as, ?Borrower? or ?Borrowers?), and GE Commercial Distribution Finance Corporation, formerly known as Deutsche Financial Services Corporation (?GECDF?), as Administrative Agent, and GECDF and the Lenders.

Borrower, Administrative Agent and Lenders are party to that certain Amended and Restated Credit Facilities Agreement dated as of June 25, 2004, as amended by Amendment No. 1 (with Waiver) to Amended and Restated Credit Facilities Agreement dated as of March 31, 2006, as amended by Amendment No. 2 (with Waiver) to Amended and Restated Credit Facilities Agreement dated as of April 13, 2006, as amended by Amendment No. 3 (with Waiver) to Amended and Restated Credit Facilities Agreement dated as of June 23, 2006, as amended by Amendment No. 4 to Amended and Restated Credit Facilities Agreement dated as of June 25, 2007, and as further amended or modified or consented to from time to time (the ?Loan Agreement?).

1. Definitions. All references to the ?Agreement? or the ?Loan Agreement? in the Loan Agreement and in this Agreement shall be deemed to be references to the Loan Agreement as it may be amended, restated, extended, renewed, replaced, or otherwise modified from time to time. Capitalized terms used and not otherwise defined herein have the meanings given them in the Loan Agreement.

2. Effectiveness of Agreement. This Agreement shall become effective as of the date first written above, but only if this Agreement has been executed by Borrower, Administrative Agent and each of the Lenders, and only if all of the documents listed on Exhibit A to this Agreement have been delivered and, as applicable, executed, sealed, attested, acknowledged, certified, or authenticated, each in form and substance satisfactory to Administrative Agent and the Lenders, and the Fifth Amendment Fee (as defined on Exhibit A) has been paid in same day funds. The Fifth Amendment Fee shall be paid pro rata to, and shared pro rata by, each Lender.

3. Waivers for January 5, 2008 Covenants. Borrower has notified Administrative Agent that Borrower has violated Section 15.2 (Minimum Tangible Net Worth) of the Loan Agreement for the January 5, 2008 computation date, Section 15.4 (Minimum Fixed Charges) of the Loan Agreement for the January 5, 2008 computation date, and, during the Borrower?s fiscal quarter ending January 5 ,2008, redeemed some of its Capital Securities while there was an Existing Default in violation of Section 14.10.1 of the Loan Agreement. Under Section 16.1.7 of the Loan Agreement, Borrower?s violation of Section 15.2 of the Loan Agreement, Section 15.4 of the Loan Agreement and Section 14.10.1 of the Loan Agreement, each constitutes an Event of Default (collectively, such violations being, the ?January Events of Default?).