0001193125-03-092341 Sample Contracts

FORM OF GREAT LAKES CAPITAL ACCEPTANCE, LLC PARTICIPATING DEALER AGREEMENT 1,000,000 UNITS OF 8.75% SERIES A CUMULATIVE REDEEMABLE PREFERRED MEMBERSHIP INTERESTS December , 2003
Great Lakes Capital Acceptance LLC • December 11th, 2003 • Investors, nec • Illinois

Great Lakes Capital Acceptance, LLC is an Illinois limited liability company (the “Company”) formed on March 22, 2000. The Company is governed by the Articles of Organization (the “Articles”) and its Amended and Restated Operating Agreement (the “Operating Agreement”) each in the form included as Exhibits to the Registration Statement described in Section 1(a) hereof (such Articles being hereinafter referred to as the “Organizational Documents”). Unless otherwise defined, capitalized terms used herein shall have the same meaning as in the Registration Statement on Form SB-2.

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FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • December 11th, 2003 • Great Lakes Capital Acceptance LLC • Investors, nec • Ohio

This First Amendment to Loan and Security Agreement (this “Amendment”) is made and entered into as of this 30th day of September, 2003 (hereinafter, the “Closing Date”), by and between GREAT LAKES CAPITAL ACCEPTANCE LLC, an Illinois limited liability company located at 27 East Monroe Street, Suite 700, Chicago, Illinois 60603 (as such, together with its successors and permitted assigns, “Borrower”), and TEXTRON FINANCIAL CORPORATION, a Delaware corporation located at 130 East Chestnut Street, Suite 400, Columbus, Ohio 43215 (“Lender”).

Exhibit B
Great Lakes Capital Acceptance LLC • December 11th, 2003 • Investors, nec
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