OBSIDIAN ENTERPRISES INC
EXHIBIT 10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>5
<FILENAME>ex10-3.txt
<DESCRIPTION>EXHIBIT 10.3
<TEXT>
                                  Exhibit 10.3

                                CREDIT AGREEMENT

                                     BETWEEN

                          DC INVESTMENTS LEASING, LLC,
                    a Mississippi limited liability company,

                                       and
                               FIRST INDIANA BANK,
                      N.A., a national banking association

                                   Dated as of
                                December 18, 2002



<PAGE>



                                       TABLE OF CONTENTS

CREDIT AGREEMENT ....................................................Page 1
Section 1. ACCOUNTING TERMS -- DEFINITIONS ..........................Page 1
Section 2. THE TERM LOAN.............................................Page 4
a. The Term Loan.....................................................Page 5
   (i) Amount  ..................................................... Page 5
   (ii) The Term Note   ............................................ Page 5
   (iii) Interest on the Term Loan  ................................ Page 5
   (iv) Use of Proceeds of the Term Loan ........................... Page 6
   (v) Calculation of Interest.......................................Page 6
   (vi)Manner of Payment -- Application ............................ Page 6
   (vii) Commitment Fee ............................................ Page 6
   (viii) Automatic Debit .......................................... Page 6

Section 3. REPRESENTATIONS AND WARRANTIES........................... Page 6
a. Organization of the Company.......................................Page 6
b. Authorization; No Conflict ...................................... Page 7
c. Validity and Binding Nature/Company ............................. Page 7
d. Organization of Fair Finance......................................Page 7
e. Organization of Fair Holdings ....................................Page 8
f. Organization of DC Investments....................................Page 8
g. Financial Statements ............................................ Page 9
h. Litigation and Contingent Liabilities ........................... Page 9
i. Liens ........................................................... Page 10
j. Employee Benefit Plans ...........................................Page 10
k. Payment of Taxes .................................................Page 10
1. Investment Company Act ...........................................Page 10
m. Regulation U and other Federal Regulations .......................Page 10
n. Hazardous Substances ............................................ Page 11
o. Subsidiaries/Organization of the Affiliated Companies ............Page 11

Section 4 COLLATERAL FOR THE OBLIGATIONS ........................... Page 11
a.       Guaranty Agreements.........................................Page 11
b.       Security Agreement..........................................Page 12
c.       Pledge Agreement............................................Page 12
d.       Subordination Agreement ....................................Page 12
<PAGE>

Section 5. AFFIRMATIVE COVENANTS.....................................Page 12
a.       Corporate Existence.........................................Page 12
b.       Reports, Certificates and Other Information ................Page 13
         (i)      Company's Annual Statements .......................Page 13
         (ii)     Company's Interim Statements ......................Page 13
         (iii)    Pyramid's Annual Statements........................Page 14
         (iv)     Durham and Cochran Financial Statements ...........Page 14
         (v)      Officer's Certificate..............................Page 14
         (vi)     Orders ............................................Page 14
         (vii)    Notice of Default or Litigation....................Page 14
         (viii)   Compliance Certificates ...........................Page 15
         (ix)     Registration Statements and Reports ...............Page 15
         (x)      Other Information .................................Page 15
         c.       Books, Records and Inspections ....................Page 15
         d.       Insurance .........................................Page 15
         e.       Taxes and Liabilities .............................Page 15
         f.       Compliance with Legal and Regulatory Requirements..Page 16
         g.       Financial Covenant ................................Page 16
                  (i)      Debt Service Coverage Ratio ..............Page 16
         h.       Primary Banking Relationship ......................Page 16
         i.       Employee Benefit Plans ............................Page 16
         j.       Hazardous Substances ..............................Page 16

Section 6. NEGATIVE COVENANTS .......................................Page 18
a.       Liens ......................................................Page 18
b.       Guaranties ................................................ Page 19
c.       Loans or Advances ..........................................Page 19
d.       Mergers, Consolidations, Sales, Acquisition or Formation
         of Subsidiaries.............................................Page 19
e.       Margin Stock ...............................................Page 20
f.       Other Agreements ...........................................Page 20
g.       Judgments ..................................................Page 20
h.       Principal Office/Other Matters..............................Page 20
i.       Hazardous Substances ...................................... Page 21
j        Debt........................................................Page 21
k.       Sale and Leaseback .........................................Page 21
1.       Accounting Policies.........................................Page 21
m.       Change of Business .........................................Page 21

Section 7. CONDITIONS OF LENDING.....................................Page 21
a.       No Default..................................................Page 21
b.       Documents to be Furnished at Closing........................Page 22

Section 8. EVENTS OF DEFAULT ........................................Page 25
a.       Nonpayment of the Loan......................................Page 25
b.       Nonpayment of Other Indebtedness for Borrowed Money ........Page 25
c.       Other Material Obligations..................................Page 25
d.       Bankruptcy, Insolvency, etc ................................Page 26
e.       Warranties and Representations .............................Page 26
f.       Violations of Negative and Financial Covenants..............Page 26
g.       Noncompliance With Other Provisions of this Agreement ......Page 26
<PAGE>

Section 9. EFFECT OF EVENT OF DEFAULT ...............................Page 27

Section 10. WAIVER - AMENDMENTS......................................Page 27

Section 11. NOTICES..................................................Page 27

Section 12. COSTS, EXPENSES AND TAXES................................Page 28

Section 13. SEVERABILITY.............................................Page 29

Section 14. CAPTIONS.................................................Page 29

Section 15. GOVERNING LAW -- JURISDICTION .......................... Page 29

Section 16. PRIOR AGREEMENTS, ETC ...................................Page 29

Section 17. SUCCESSORS AND ASSIGNS ..................................Page 30

Section 18. WAIVER OF JURY TRIAL.....................................Page 30

Section 19. ARBITRATION..............................................Page 30

                                   SCHEDULE I
Exhibit "A"                Officer's Certificate
Exhibit "B"                Promissory Note (Term Loan) ($2,741,867.00)
Exhibit "C-1"              Schedule of Exceptions (DC Investments Leasing, LLC)
Exhibit "C-2"              Schedule of Exceptions (Fair Holdings, Inc.)
Exhibit "C-3"              Schedule of Exceptions (Fair Finance Company)
Exhibit "C-4"              Schedule of Exceptions (DC Investments, LLC)
Exhibit "D"                [Reserved]
Exhibit "E"                Collateral  Assignment of Management  Agreement
                           (DC Investments  Leasing,  LLC,  Pyramid
                           Coach, Inc. and First Indiana Bank, N.A.)
Exhibit "F"                Guaranty Agreement (DC Investments, LLC)
Exhibit "G"................Guaranty Agreement (Fair Holdings, Inc.)
Exhibit "H"................Guaranty Agreement (Fair Finance Company)
Exhibit "I"................Guaranty Agreement (Timothy Durham)
Exhibit "J"................Guaranty Agreement (James Cochran)
Exhibit "K"................Security Agreement (DC Investments Leasing, LLC)
Exhibit "L"................Pledge Agreement (DC Investments, LLC)
Exhibit "M"                Subordination Agreement (DC Investments Leasing, LLC,
                           Fair Holdings, Inc., and First Indiana Bank, N.A.)


<PAGE>



                                         CREDIT AGREEMENT

     DC INVESTMENTS  LEASING,  LLC, a Mississippi limited liability company (the
"Company"),  and FIRST INDIANA BANK, N.A., a national  banking  association with
its principal  office in  Indianapolis,  Indiana (the  "Bank"),  enter into this
Credit  Agreement  as of the date set forth  below in order to set  forth  their
agreement as follows.

     Section 1. ACCOUNTING  TERMS --  DEFINITIONS.  All accounting and financial
terms used in this  Agreement  are used with the  meanings  such terms  would be
given in accordance with generally accepted accounting  principles except as may
be otherwise  specifically provided in this Agreement.  The following terms have
the  meanings  indicated  when used in this  Agreement  with the initial  letter
capitalized:

     "Affiliated Companies" means the Company, Fair Holdings,  Fair Finance, and
     DC  Investments,  collectively,  and in the singular means whichever one of
     them the context requires.

     "Agreement"  means this Credit Agreement  between the Company and the Bank,
     as it may from time to time be amended.

     "Authorized Officer" means the Manager of the Company or such other officer
     whose  authority  to perform  acts to be  performed  only by an  Authorized
     Officer  under the - terms of this  Agreement is evidenced to the Bank by a
     certified copy of an appropriate resolution of the members of the Company.

     "Bank" is used as defined in the preamble.

     "Banking Day" means a day on which the principal  office of the Bank in the
     City of  Indianapolis,  Indiana,  is open  for the  purpose  of  conducting
     substantially all of the Bank's business activities.

     "Buses"  means the luxury motor  coaches  identified on Schedule I attached
     hereto. "Collateral" is used as defined in Section 4(c) herein. "Collateral
     Assignment  of  Management  Agreement"  is used as defined in Section  4(a)
     herein.

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

     "Company" is used as defined in the Preamble.

     "DC Investments"  means DC Investments,  LLC, an Indiana limited  liability
     company.

     "EBITDA"  means  earnings  before  interest,   taxes,   depreciation,   and
     amortization,  all determined on a  consolidated  basis for the Company and
     Fair Finance in accordance with GAAP.
<PAGE>

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
     amended.

     "Event of Default" means any of the events described in Section S herein.

     "Fair Finance" means Fair Finance Company, an Ohio corporation.

     "Fair Holdings" means Fair Holdings, Inc., an Ohio corporation.

     "GAAP" means generally accepted account principles as then in effect, which
     shall  include  the  official  interpretations  thereof  by  the  Financial
     Accounting Standards Board, consistently applied.

     "Guarantor"  and  "Guarantors"  are used as defined in Section 4(b) herein.
     "Guaranty  Agreement"  and  "Guaranty  Agreements"  are used as  defined in
     Section 4(b) herein.

     "Hazardous  Substance" means any hazardous or toxic substance  regulated by
     any federal, state or local statute or regulation including but not limited
     to the  Comprehensive  Environmental  Response,  Compensation and Liability
     Act, the  Resource  Conservation  and Recovery Act and the Toxic  Substance
     Control Act, or by any federal, state or local governmental agencies having
     jurisdiction  over the  control  of any such  substance  including  but not
     limited to the United States Environmental Protection Agency.

     "Loan" means the Term Loan.

     "Loan Document"  means any of this  Agreement,  the Term Note, the Guaranty
     Agreements, the Security Agreement, the Pledge Agreement, the Subordination
     Agreement, the Collateral Assignment of Management Agreement, and any other
     instrument  or  document  which  evidences  or  secures  the  Loan or which
     expresses  an  agreement  as to terms  applicable  to the Loan,  and in the
     plural  means  any two . or  more of the  Loan  Documents,  as the  context
     requires.

     "Management  Agreement" means that certain Management Agreement dated as of
     December  18,  2002,  entered  into by and  between the Company and Pyramid
     Coach, Inc., a Tennessee corporation.

     "Manager" means Timothy S. Durham,  an individual  residing in the State of
     Indiana. "Note" means any of the Term Note.

     "Obligations"  means all obligations of the Company in favor of the Bank of
     every type and description, direct or indirect, absolute or contingent, due
     or to become due,  now  existing or hereafter  arising,  including  but not
     limited to all of such  obligations  on account of the Loan,  and all other
     obligations arising under any Loan Document as amended from time to time.

     "Officer's  Certificate" means a certificate in the form included as a part
     of Exhibit "A" attached hereto signed by the chief executive officer or the
     chief  financial  officer  of  the  Company,  confirming  that  all  of the
     representations and warranties contained in Section 3 of this Agreement are
     true and  correct as of the date of such  certificate  except as  specified
     therein  and with  the  further  exceptions  that:  (i) the  representation
     contained  in Section  3(g) shall be construed so as to refer to the latest
     financial  statements  which have been furnished to the Bank as of the date
     of any Officer's Certificate, (ii) the representations contained in Section
     3(n) (with  respect to  Hazardous  Substances)  will be  construed so as to
     apply not only to the Company,  but also to any  Subsidiaries,  whether now
     owned or hereafter acquired,  (iii) the representation contained in Section
     3(o)  shall be  deemed  to be  amended  to  reflect  the  existence  of any
     Subsidiary  hereafter  formed or acquired  by the Company of Fair  Holdings
     with the consent of the Bank,  and (iv) all other  representations  will be
     construed  to have been  amended to conform  with any  changes of which the
     Company  shall  have  previously  given  the Bank  notice in  writing.  The
     Certificate  shall  further  confirm  that no Event of Default or Unmatured
     Event of Default  shall have  occurred and be  continuing as of the date of
     the  Certificate or shall describe any such event which shall have occurred
     and be then  continuing and the steps being taken by the Company to correct
     it.

     "Plan" means an employee pension benefit plan as defined in ERISA.

     "Pledge Agreement" is used as defined in Section 4(d) herein.
<PAGE>

     "Prime  Rate"  means a rate per annum  equal to the prime rate of  interest
     announced  from  time to time by the  Bank,  which is not  necessarily  the
     lowest rate charged to any  customer,  changing when and as said prime rate
     changes.

     "Security   Agreement"   is  used  as  defined  in  Section   4(c)  herein.
     "Subordination  Agreement"  is used as  defined  in  Section  4(e)  herein.
     "Subordinated Debt" means indebtedness of the Company which is subordinated
     to the  indebtedness  of the  Company  to the Bank  under  the terms of the
     Subordination Agreement, and any other indebtedness of the Company which is
     subordinated to the indebtedness of the Company to the Bank such terms that
     such indebtedness is the functional equivalent of shareholders' equity.

     "Subsidiary"  means any  corporation,  partnership,  joint venture or other
     business entity over which the Company exercises control; provided, that it
     shall be conclusively  presumed that the Company exercises control over any
     such  entity  fifty-one  percent  (51 %) or more of the equity  interest in
     which is owned by the Company, directly or indirectly.

     "Term Loan" is used as defined in Section 2(a) herein.  "Term Note" is used
     as defined in Section 2(a)(ii) herein. , "Unmatured Event of Default" means
     any event  specified  in  Section  8,  which is not  initially  an Event of
     Default,  but which would, if uncured,  become an Event of Default with the
     giving of notice or the passage of time or both.

     Section  2. THE LOAN.  Subject to all of the terms and  conditions  of this
Agreement, the Bank will make the Loan described in this Section to the Company.

a.   The Term  Loan.  The Bank will make a term  loan (the  "Term  Loan") to the
     Company  contemporaneously  with the  execution  of this  Agreement  on the
     following terms and subject to the following conditions:

     (i)  Amount.  The  principal  amount of the Term Loan shall be Two  Million
          Seven Hundred Forty-One Thousand Eight Hundred Sixty-Seven and 00/ 100
          Dollars ($2,741,867.00).

     (ii) The Term Note.  The  obligation  of the Company to repay the Term Loan
          shall be  evidenced  by a  promissory  note of the Company  (the "Term
          Note") in the form of Exhibit "B" attached  hereto.  The principal and
          interest  of the  Term  Loan  shall  be  repayable  in  equal  monthly
          installments of $28,747.86,  which shall be due and payable commencing
          on the first  Banking Day of January,  2003,  and on the first Banking
          Day of each month thereafter until December 1, 2007, on which date the
          entire  principal  balance of the Term Loan  shall be due and  payable
          together with all accrued and unpaid  interest.  The Bank reserves the
          right to modify  the amount of the  monthly  payment  due and  payable
          hereunder in the event of an increase in the Prime Rate. The principal
          of the  Term  Loan  may be  prepaid  at any  time in  whole or in part
          without penalty,  provided that any partial  prepayment shall be in an
          amount  which is an integral  multiple of  $25,000.00,  and  provided,
          further,  that all partial  prepayments shall be applied to the latest
          maturing  installments  of  principal  payable  under the Term Loan in
          inverse order of maturity.

     (iii)Interest on the Term Loan. The unpaid  principal  balance from time to
          time of the Term Loan  shall bear  interest  from the date the Loan is
          made prior to the  maturity of the Term Note at a rate per annum equal
          to the Prime  Rate  plus  one-half  percent  (1/2%).  After  maturity,
          whether  scheduled  maturity or maturity by virtue of  acceleration on
          account of the occurrence of an Event of Default, interest will accrue
          on the Term  Loan at a rate per  annum  equal to the  Prime  Rate plus
          three and one-half percent (3-1/2%). Prior to maturity, interest shall
          be due and payable together with principal on the first Banking Day of
          each month  commencing on the first  Banking Day of January,  2003, as
          provided in Section 2(a)(ii) above. After maturity,  interest shall be
          payable as accrued and without demand.
<PAGE>

     (iv) Use of Proceeds of the Term Loan.  The proceeds of the Term Loan shall
          be used in their  entirety to finance the purchase of the luxury motor
          coaches identified on Schedule I attached hereto.

     (v)  Calculation of Interest. Interest on the Term Loan shall be calculated
          by applying the ratio of the annual  interest  rate over a year of 360
          days, multiplied by the outstanding  principal balance,  multiplied by
          the actual number of days the principal balance is outstanding.

     (vi) Manner  of  Payment -  Application.  All  payments  of  principal  and
          interest on the Term Loan shall be payable at the principal  office of
          the Bank in Indianapolis,  Indiana,  in funds available for the Bank's
          immediate  use in that city and no payment will be  considered to have
          been made until  received  in such  funds.  All  payments  received on
          account of the Term Loan will be applied first to the  satisfaction of
          any  interest  which is then due and payable,  and to  principal  only
          after all interest which is due and payable has been satisfied.  (vii)
          Commitment Fee. In addition to payment of interest on the Term Loan as
          provided  herein,  Company  shall pay to the Bank prior to or upon the
          funding of the Term Loan a commitment  fee in the amount of $13,709.34
          as a fee for the Bank's commitment to make the Term Loan.

     (viii)  Automatic  Debit.  The Bank may  debit  when  due all  payments  of
          principal  and interest  due under the terms of this  Agreement to any
          deposit  account of the Company  carried with the Bank without further
          authority.

     Section 3.  REPRESENTATIONS AND WARRANTIES.  To induce the Bank to make the
Loans, the Company represents and warrants to the Bank that:

a.   Organization  of  Company.  The  Company  is a  limited  liability  company
     organized,  existing  and in good  standing  under the laws of the State of
     Mississippi.  The Company is qualified to do business in every jurisdiction
     in which:  (i) the nature of the  business  conducted  or the  character or
     location of properties owned or leased,  or the residences or activities of
     employees make such qualification necessary, and (ii) failure so to qualify
     might  impair  the  title of the  Company  to  material  properties  or the
     Company's right to enforce material  contracts or result in exposure of the
     Company to  liability  for  material  penalties  in such  jurisdiction.  No
     jurisdiction  in which the  Company is not  qualified  to do  business  has
     asserted  that  the  Company  is  required  to be  qualified  therein.  The
     principal  office,of  the  Company  is  located  at  2000  Rubberway  Road,
     Vicksburg,  Mississippi  39182-0165.  The  Company  does  not  conduct  any
     material  operations or keep any material  amounts of property at any other
     location,  except 111 Monument Circle,  Suite 4800,  Indianapolis,  Indiana
     46204.  The  Company  has not done  business  under any name other than its
     present  corporate name at any time during the six years preceding the date
     of this Agreement.

b.   Authorization of Company:  No Conflict.  The execution and delivery of this
     Agreement,  the borrowings hereunder,  the execution and delivery of all of
     the  other  Loan  Documents  and  the  performance  by the  Company  of its
     obligations  under this  Agreement and all of the other Loan  Documents are
     within the Company's  corporate  powers,  have been duly  authorized by all
     necessary  corporate  action,  have received any required  governmental  or
     regulatory  agency approvals and do not and will not contravene or conflict
     with any provision of law or of the Articles of  Organization  or Operating
     Agreement  of the Company or of any  agreement  binding upon the Company or
     its properties.
<PAGE>

c.   Validity and Binding  Nature/Company.  This  Agreement and all of the other
     Loan Documents are the legal, valid and binding obligations of the Company,
     enforceable  against the Company in accordance with their respective terms,
     except to the extent that enforcement thereof may be limited by bankruptcy,
     insolvency,  reorganization,  moratorium  and other  laws  enacted  for the
     relief  of  debtors   generally  and  other  similar  laws   affecting  the
     enforcement of creditors' rights generally or by equitable principles which
     may affect the  availability  of specific  performance  and other equitable
     remedies.

d.   Organization  of Fair  Finance.  Fair Finance is a  corporation  organized,
     existing  and in good  standing  under the laws of the State of Ohio.  Fair
     Finance is qualified to do business in every jurisdiction in which: (i) the
     nature of the business conducted or the character or location of properties
     owned or leased,  or the  residences or  activities of employees  make such
     qualification  necessary,  and (ii) failure so to qualify  might impair the
     title of Fair Finance to material  properties  or Fair  Finance's  right to
     enforce  material  contracts  or  result in  exposure  of Fair  Finance  to
     liability for material penalties in such  jurisdiction.  No jurisdiction in
     which Fair Finance is not  qualified to do business has asserted  that Fair
     Finance is required to be qualified  therein.  The principal office of Fair
     Finance is located at 815 East Main Street, Akron, Ohio 44305. Fair Finance
     does not conduct any material  operations  or keep any material  amounts of
     property at any other  location,  except 111 Monument  Circle,  Suite 4800,
     Indianapolis,  Indiana 46204.  Fair Finance has not done business under any
     name other than its present corporate name at any time during the six years
     preceding the date of this Agreement.

e.   Organization  of  Fair  Holdings..  The  Fair  Holdings  is  a  corporation
     organized,  existing  and in good  standing  under the laws of the State of
     Ohio.  Fair Holdings is qualified to do business in every  jurisdiction  in
     which:  (i) the  nature  of the  business  conducted  or the  character  or
     location of properties owned or leased,  or the residences or activities of
     employees make such qualification necessary, and (ii) failure so to qualify
     might  impair the title of Fair  Holdings  to material  properties  or Fair
     Holdings' right to enforce material contracts or result in exposure of Fair
     Holdings' to  liability  for material  penalties in such  jurisdiction.  No
     jurisdiction  in which Fair  Holdings is not  qualified  to do business has
     asserted  that Fair  Holdings  is  required to be  qualified  therein.  The
     principal  office of Fair  Holdings  is  located  at 815 East Main  Street,
     Akron, Ohio 44305.  Fair Holdings does not conduct any material  operations
     or keep any material amounts of property at any other location,  except 111
     Monument Circle, Suite 4800, Indianapolis, Indiana 46204. Fair Holdings has
     not done business  under any name other than its present  corporate name at
     any time during the six years preceding the date of this Agreement.

f.   Organization  of DC  Investments.  DC  Investments  is a limited  liability
     company  organized,  existing  and in good  standing  under the laws of the
     State of  Indiana.  DC  Investments  is  qualified  to do business in every
     jurisdiction  in which:  (i) the nature of the  business  conducted  or the
     character or location of properties  owned or leased,  or the residences or
     activities of employees make such qualification necessary, and (ii) failure
     so to  qualify  might  impair  the  title  of DC  Investments  to  material
     properties  or DC  Investments's  right to enforce  material  contracts  or
     result in exposure of DC Investments to liability for material penalties in
     such jurisdiction. No jurisdiction in which DC Investments is not qualified
     to do business has asserted that DC Investments is required to be qualified
     therein.  The principal office of DC Investments is located at 111 Monument
     Circle,  Suite 4800,  Indianapolis,  Indiana 46204. DC Investments does not
     conduct any material operations or keep any material amounts of property at
     any other  location.  DC  Investments  has not done business under any name
     other  than its  present  corporate  name at any time  during the six years
     preceding the date of this Agreement.

g.   Financial Statements.  Fair Holdings and Fair Finance have delivered to the
     Bank  their  unaudited   consolidated  financial  statements  dated  as  of
     September 30, 2002, and for the fiscal quarter and partial fiscal year then
     ended.  Such  statements  have been prepared in accordance  with  generally
     accepted  accounting  principles  consistently  applied  except,  as to the
     interim statements, for the absence of a statement of cash flows, footnotes
     and adjustments normally made at year end which are not material in amount.
     Such statements present fairly the consolidated  financial position of Fair
     Holdings  and of Fair  Finance as of the dates  thereof  and the results of
     their respective  operations for the periods covered, and since the date of
     the latest of such statements  there has been no material adverse change in
     the financial position of the Company,  Fair Holdings,  or of Fair Finance,
     or in the results of their respective operations.
<PAGE>

h.   Litigation  and   Contingent   Liabilities.   No  litigation,   arbitration
     proceedings or governmental  proceedings are pending or threatened  against
     the Company, Fair Finance, Fair Holdings, or DC Investments which would, if
     adversely  determined,  materially  and  adversely  affect  its  respective
     financial  position or  continued  operations.  None of the  Company,  Fair
     Finance,  Fair  Holdings,  or DC  Investments  has any material  contingent
     liabilities  not  provided for or  disclosed  in the  financial  statements
     referred to in Section 3(g) or in the  "Schedules of  Exceptions"  attached
     hereto as Exhibits "C-1." "C-2." "C-3." and "C-4."

i.   Liens. None of the assets of any of the Company is subject to any mortgage,
     pledge,  title  retention  lien,  or other  lien,  encumbrance  or security
     interest  except  for  liens  and  security  interests   described  in  the
     exceptions enumerated in Section 6(b).

j.   Employee  Benefit  Plans.  Each Plan  maintained by each of the  Affiliated
     Companies  is  in  material  compliance  with  ERISA,  the  Code,  and  all
     applicable rules and regulations adopted by regulatory authorities pursuant
     thereto,  and each of the  Affiliated  Companies  has filed all reports and
     returns  required  to be filed by  ERISA,  the  Code  and  such  rules  and
     regulations.  No Plan maintained by any of the Affiliated  Companies and no
     trust  created  under any such Plan has incurred any  "accumulated  funding
     deficiency"  within the meaning of Section  412(c)(1) of the Code,  and the
     present value of all benefits vested under each Plan did not exceed,  as of
     the last annual  valuation  date, the value of the assets of the respective
     Plans allocable to such vested benefits.  The Company has no knowledge that
     a "reportable event," as defined in ERISA, has occurred with respect to any
     Plan maintained by any of the Affiliated Companies.

k.   Payment of Taxes.  Each of the Affiliated  Companies has filed all federal,
     state and local tax returns and tax related reports which it is required to
     file by any  statute  or  regulation  and  all  taxes  and any tax  related
     interest  payments and  penalties  that are due and payable have been paid,
     except for such as are being  contested  in good  faith and by  appropriate
     proceedings  and as to which  appropriate  reserves have been  established.
     Adequate  provision  has  been  made  for the  payment  when due of all tax
     liabilities which have been incurred, but are not as yet due and payable.

l.   Investment Company Act. None of the Affiliated  Companies is an "investment
     company" or a company  "controlled"  by an "investment  company" within the
     meaning of the Investment Company Act of 1940, as amended.

m.   Regulation  U and other  Federal  Regulations.  The  Company is not engaged
     principally,  or as one of its  important  activities,  in the  business of
     extending  credit for the purpose of  purchasing  or carrying  margin stock
     within the meaning of Regulation U of the Board of Governors of the Federal
     Reserve  System.   Not  more  than  twenty-five   percent  (25  %)  of  the
     consolidated  assets of the Company  consists of margin  stock,  within the
     contemplation of Regulation U, as amended.

n.   Hazardous Substances.  Except as disclosed on the "Schedules of Exceptions"
     attached  hereto as Exhibits "C-1." "C-2," "C-3." and "C-4" and to the best
     knowledge of the Company after due inquiry and investigation; (i) there are
     no underground  storage tanks of any kind on any premises owned or occupied
     by or under  lease to any of the  Affiliated  Companies;  (ii) there are no
     tanks,  drums or other containers of any kind on premises owned or occupied
     by or under lease to any of the Affiliated Companies, the contents of which
     are unknown to the respective Affiliated Company (iii) no premises owned or
     occupied by or under  lease to any of the  Affiliated  Companies  have ever
     been used, and as of the date of this Agreement, no such premises are being
     used  for any  activities  involving  the use,  treatment,  transportation,
     generation,  storage or disposal of any Hazardous  Substances in reportable
     quantities,  and (iv) no Hazardous Substances in reportable quantities have
     been  released on any such  premises  nor is there any threat of release of
     any Hazardous Substances in reportable quantities on any such premises.

o.   Subsidiaries/Organization  of the. Affiliated Companies.  DC Investments is
     the sole member of the Company and the sole  shareholder  of Fair Holdings.
     Fair Holdings is the sole  shareholder of Fair Finance.  The Company has no
     Subsidiaries  as of  the  date  of  this  Agreement.  Fair  Finance  has no
     Subsidiaries as of the date of this Agreement.
<PAGE>

     Section 4. COLLATERAL FOR THE OBLIGATIONS.  The Obligations will be secured
and supported as provided in this Section:

a.   Guaranty  Agreements.  Payment of the Obligations shall be supported by the
     unconditional guaranty of prompt payment of DC Investments,  Fair Holdings,
     and Fair  Finance,  which  guaranties  shall be  evidenced  by the Guaranty
     Agreements  in the forms  attached  hereto as  Exhibits  "F." "G." and "H."
     respectively (the "DC Investments  Guaranty," the "Fair Holdings Guaranty,"
     and the "Fair Finance  Guaranty,"  respectively) , and by the unconditional
     guaranty of prompt payment of Timothy  Durham  ("Durham") and James Cochran
     ("Cochran"), which guaranties shall be evidenced by the Guaranty Agreements
     in the forms attached  hereto as Exhibits "I" and "J" ,  respectively  (the
     "Durham  Guaranty"  and  the  "Cochran  Guaranty")  (DC  Investments,  Fair
     Holdings,  Fair Finance,  Durham, and Cochran are each hereinafter referred
     to as  "Guarantor"  and  collectively  as  the  "Guarantors,"  and  the  DC
     Investments  Guaranty,   the  Fair  Holdings  Guaranty,  the  Fair  Finance
     Guaranty,   the  Durham  Guaranty,   and  the  Cochran  Guaranty  are  each
     hereinafter  referred to as a "Guaranty  Agreement" and collectively as the
     "Guaranty Agreements").

b.   Security  Agreement.  The  Obligations  shall be  secured  by a first  lien
     security  interest  in all  of  the  Buses  and  in  all  proceeds  thereof
     (collectively, the "Collateral"),  which security interest shall be created
     by a Security  Agreement  in the form  attached  hereto as Exhibit "I" (the
     "Security  Agreement").  The  Security  Agreement  will  provide a security
     interest in the  collateral  described  therein  subject  only to liens and
     security interests described in the exceptions enumerated in Section 6(b).

c.   Pledge  Agreement.  The  obligations of DC  Investments  under its Guaranty
     Agreement  shall be  secured  by a first  lien on and  pledge  of all of DC
     Investments'  membership  interest  in the  Company,  which lien and pledge
     shall be  created  by a Pledge  Agreement  in the form  attached  hereto as
     Exhibit "L" (the "Pledge Agreement").

d.   Subordination.  The  obligation  of the  Company  to  repay  a loan  in the
     original  principal  amount of  $690,468.67  made by Fair  Holdings  to the
     Company shall be  subordinated  to the prior payment of the  Obligations to
     the Bank pursuant to the terms of that certain  Subordination  Agreement to
     be entered into by and among the Company,  Fair  Holdings,  and the Bank in
     the form attached hereto as Exhibit "M" (the "Subordination Agreement").

     Section 5.  AFFIRMATIVE  COVENANTS.  Until all  Obligations  of the Company
terminate and are paid and satisfied in full, the Company shall strictly observe
the following covenants:
<PAGE>

a.   Corporate  Existence.  The Company  shall each  preserve its existence as a
     Mississippi  limited  liability  company,  and shall cause Fair Holdings to
     preserve its existence as an Ohio  corporation,  DC Investments to preserve
     its existence as an Indiana limited liability company,  and Fair Finance to
     preserve its  existence as an Ohio  corporation.  The Company shall not and
     shall not permit any of the Affiliated  Companies to change its name in any
     respect as it appears on its  Articles  of  Incorporation  or  Articles  of
     Organization, as applicable, filed with the Secretary of State of the State
     of its  organization as of the date of this Agreement,  or change the State
     of its  domicile  without  giving the Bank not less than 10  calendar  days
     prior written notice.

b.   Reports.  Certificates and Other Information.  The Company shall furnish to
     the Bank copies of the following  financial  statements,  certificates  and
     other information:

     (i)  Company's  Annual  Statements.  As soon as available  and in any event
          within one  hundred  twenty  (120) days after the close of each fiscal
          year,  the  consolidated  financial  statements of the Company and the
          Affiliated  Companies  for such fiscal year  prepared and presented in
          accordance with generally accepted accounting principles, consistently
          applied  (except for changes in which the  independent  accountants of
          the Company  concur) in each case setting  forth in  comparative  form
          corresponding figures for the preceding fiscal year, together with the
          audit report, unqualified as to scope, of independent certified public
          accountants  approved  by  the  Bank,  which  approval  shall  not  be
          unreasonably  withheld,  together with the management  letter, if any,
          issued by such independent certified public accountants;

     (ii) Company's  Interim  Statements.  As soon as available and in any event
          within sixty (60) days after the end of each calendar month, a copy of
          the interim  consolidated  financial statements of the Company and the
          Affiliated Companies for such calendar month,  consisting at a minimum
          of:

          A.   the balance sheet as of the end of the calendar month, and

          B.   a statement of income for the calendar  month and for the partial
               or full  fiscal year ended as of the end of the  calendar  month,
               all  in  reasonable   detail  and   accompanied  by  the  written
               representation of the chief financial officer of the Company that
               such financial  statements  have been prepared in accordance with
               generally accepted  accounting  principles (except that they need
               not include a statement of cash flows and  footnotes and need not
               reflect   adjustments   normally   made  at  year  end,  if  such
               adjustments  are not material in amount),  consistently  applied,
               (except for changes in which the  independent  accountants of the
               Company concur) and present fairly the financial  position of the
               Company  and the  Affiliated  Companies  and the results of their
               respective  operations as of the dates of such statements and for
               the fiscal periods then ended.
<PAGE>

     (iii)Pyramid's  Annual  Statements.  As soon as available  and in any event
          within  ninety  (90) days  after the close of each  fiscal  year,  the
          financial  statements of Pyramid Coach, Inc., a Tennessee  corporation
          ("Pyramid")  for such fiscal year prepared and presented in accordance
          with generally accepted accounting  principles,  consistently  applied
          (except for changes in which the  independent  accountants  of Pyramid
          concur) in each case setting forth in comparative  form  corresponding
          figures for the preceding fiscal year.

     (iv) Durham and Cochran  Financial  Statements.  On or before April 15 each
          year,  the  financial  statements  of Durham and Cochran on the Bank's
          form.

     (v)  Officer's  Certificate.  Contemporaneously with the furnishing of each
          set of  financial  statements  provided  for in  Sections  5(b)(i) and
          5(b)(ii), an Officer's Certificate.

     (vi) Orders.  Prompt  notice of any orders in any material  proceedings  to
          which the Company or any Affiliated Company is a party,  issued by any
          court or regulatory  agency,  federal or state, and if the Bank should
          so request, a copy of any such order.

     (vii)Notice of Default or  Litigation.  Immediately  upon  learning  of the
          occurrence  of an Event of Default or Unmatured  Event of Default,  or
          the  institution of or any adverse  determination  in any  litigation,
          arbitration proceeding or governmental proceeding which is material to
          the Company or to any  Affiliated  Company,  or the  occurrence of any
          event which could have a material  adverse  effect upon the Company or
          upon any Affiliated  Company,  written  notice thereof  describing the
          same and the steps being taken with respect thereto.

     (viii) Compliance  Certificates.  Within  thirty (30) days  following  each
          month  end,  a  certificate  of the Chief  Financial  Officer or other
          appropriate officer of the Company  demonstrating  compliance with the
          financial  covenants  stated in Section 5(g). Such  certificate  shall
          relate the covenants to the month-end  figures and shall  otherwise be
          in such form and provide such detail as may be reasonably satisfactory
          to the Bank.

     (ix) Registration  Statements  and Reports.  Promptly  upon filing with the
          Securities and Exchange Commission or any state securities  regulatory
          authority  by or on behalf of the Company or any  Affiliated  Company,
          copies of all  registration  statements  and all  periodic and special
          reports  required  or  permitted  to be filed  under  federal or state
          securities laws and regulations.

     (x)  Other Information. From time to time such other information concerning
          the  Company  or any  Affiliated  Company  as the Bank may  reasonably
          request.

c.   Books.  Records and  Inspections.  The  Company  shall and shall cause each
     Affiliated Company to maintain complete and accurate books and records, and
     permit access thereto by the Bank for purposes of  inspection,  copying and
     audit,  and the Company  shall and shall cause each  Affiliated  Company to
     permit the Bank to inspect its  properties and operations at all reasonable
     times.

d.   Insurance.  The Company  shall and shall cause each  Affiliated  Company to
     maintain such insurance as may be required by law and such other insurance,
     to such extent and against such hazards and liabilities,  as is customarily
     maintained  by companies  similarly  situated.  The Company shall and shall
     cause each  Affiliated  Company to provide a copy of any such policy to the
     Bank.
<PAGE>

e.   Taxes and  Liabilities.  The Company shall and shall cause each  Affiliated
     Company  to pay when due all taxes,  license  fees,  assessments  and other
     liabilities  except  such  as are  being  contested  in good  faith  and by
     appropriate  proceedings  and for  which  appropriate  reserves  have  been
     established.

f.   Compliance  with Legal and Regulatory  Requirements.  The Company shall and
     shall cause each Affiliated  Company to maintain  material  compliance with
     the  applicable  provisions  of all  federal,  state  and  local  statutes,
     ordinances  and  regulations  and any court orders or orders of  regulatory
     authorities issued thereunder.

g.   Financial  Covenant.  The Company  shall  observe the  following  financial
     covenant calculated on a consolidated basis with the Affiliated Companies:

     (i)  Debt  Service  Coverage  Ratio.  As of the  end of  each  fiscal  year
          commencing with the fiscal year ending  December 31, 2002,  maintain a
          consolidated  debt  service  coverage  ratio of not less  than 1.20 to
          1.00. For purposes of this covenant, the phrase "debt service coverage
          ratio" means the ratio of:

          (A)  the Company's and the Affiliated Companies' EBITDA minus unfunded
               capital  expenditures,  over

          (B)  the sum of the  principal  paid on the Term  Loan  plus  interest
               expense.

h.   Primary   Banking   RelationsThe   Company   shall   maintain  its  primary
     concentration and deposit accounts with the Bank.

i.   Employee  Benefit Plans.  The Company shall and shall cause each Affiliated
     Company and all  Subsidiaries to maintain all Plans in material  compliance
     with  ERISA,  the  Code,  and  all  rules  and  regulations  of  regulatory
     authorities  pursuant thereto and shall file and shall cause the Affiliated
     Companies  and all  Subsidiaries  to file all reports  required to be filed
     pursuant to ERISA, the Code, and such rules and regulations.

j    . Hazardous  Substances.  If the Company,  any Affiliated  Company,  or any
     Subsidiary should commence the use, treatment, transportation,  generation,
     storage or disposal of any Hazardous Substance in reportable  quantities in
     its operations in addition to those noted in Exhibits "C-1",  "C-2." "C-3."
     and "C-4" attached hereto, the Company shall immediately notify the Bank of
     the  commencement  of such  activity  with  respect to each such  Hazardous
     Substance. The Company or the applicable Affiliated Company shall cause any
     Hazardous Substances which are now or may hereafter be used or generated in
     the  operations  of  the  Company  or of  such  Affiliated  Company  or any
     Subsidiary in reportable  quantities to be accounted for and disposed of in
     compliance  with  all  applicable   federal,   state  and  local  laws  and
     regulations.  The Company shall notify the Bank  immediately upon obtaining
     knowledge  that:

     (i)  any premises  which have at any time been owned or occupied by or have
          been  under  lease to the  Company,  any  Affiliated  Company,  or any
          Subsidiary are the subject of an  environmental  investigation  by any
          federal,  state or local governmental  agency having jurisdiction over
          the  regulation  of any  Hazardous  Substances,  the  purpose of which
          investigation  is to  quantify  the  levels  of  Hazardous  Substances
          located on such premises; or

     (ii) the Company,  any Affiliated Company, or any Subsidiary has been named
          or is threatened to be named as a party  responsible  for the possible
          contamination  of any real  property  or ground  water with  Hazardous
          Substances,  including,  but not limited to the  contamination of past
          and present waste disposal sites.
<PAGE>

     If the Company,  any Affiliated  Company,  or any Subsidiary is notified of
     any  event  described  at  items  (i) or (ii)  above,  the  Company  or the
     applicable  Affiliated  Company  shall  immediately  engage  or  cause  the
     Subsidiary  to  engage  a firm  or  firms  of  engineers  or  environmental
     consultants  appropriately  qualified  to determine as quickly as practical
     the extent of contamination  and the potential  financial  liability of the
     Company,  the Affiliated  Company,  or the Subsidiary with respect thereto,
     and the Bank shall be provided  with a copy of any report  prepared by such
     firm or by any  governmental  agency as to such matters as soon as any such
     report becomes available to the Company or to the Affiliated  Company,  and
     Company or the applicable  Affiliated  Company shall immediately  establish
     reserves in the amount of the potential financial liability of the Company,
     the applicable  Affiliated  Company,  or the Subsidiary  identified by such
     environmental  consultants or engineers.  The selection of any engineers or
     environmental  consultants  engaged  pursuant to the  requirements  of this
     Section shall be subject to the approval of the Bank,  which approval shall
     not be unreasonably withheld.

     Section  6.  NEGATIVE  COVENANTS.  Until  all  Obligations  of the  Company
terminate and are paid and satisfied in full, the Company shall strictly observe
the following covenants:

a.   Liens.  The  Company  shall not  create  or  permit to exist any  mortgage,
     pledge,  title  retention  lien or  other  lien,  encumbrance  or  security
     interest  (all of which are hereafter  referred to in this  subsection as a
     "lien" or  "liens")  with  respect to any  property  or assets now owned or
     hereafter acquired except:

     (i)  liens in favor of the Bank  created  pursuant to the  requirements  of
          this Agreement or otherwise;

     (ii) any lien or deposit with any governmental agency required or permitted
          to qualify the Company to conduct  business or exercise any privilege,
          franchise or license,  or to maintain  self-insurance or to obtain the
          benefits of or secure obligations under any law pertaining to worker's
          compensation,   unemployment  insurance,  old  age  pensions,   social
          security or similar matters, or to obtain any stay or discharge in any
          legal or  administrative  proceedings,  or any similar lien or deposit
          arising in the ordinary course of business;

     (iii)any mechanic's,  worker's, repairmen's,  carrier's,  warehousemen's or
          other  like liens  arising  in the  ordinary  course of  business  for
          amounts  not yet due and for the  payment of which  adequate  reserves
          have been established,  or deposits made to obtain the release of such
          liens;

     (iv) easements,   licenses,   minor   irregularities   in  title  or  minor
          encumbrances  on or over  any  real  property  which  do  not,  in the
          judgment  of the  Bank,  materially  detract  from  the  value of such
          property or its marketability or its usefulness in the business of the
          Company;

     (v)  liens  for  taxes and  governmental  charges  which are not yet due or
          which are being contested in good faith and by appropriate proceedings
          and for which appropriate reserves have been established;

     (vi) liens created by or resulting from any litigation or legal  proceeding
          which is being contested in good faith and by appropriate  proceedings
          and for which appropriate reserves have been established; and

     (vii)those  specific  liens now  existing  described  on the  "Schedule  of
          Exceptions" attached hereto as Exhibit "C-1."
<PAGE>

c.   Guaranties. The Company shall not be a guarantor or surety of, or otherwise
     be responsible  in any manner with respect to any  undertaking of any other
     person or entity, whether by guaranty agreement or by agreement to purchase
     any obligations,  stock, assets, goods or services, or to supply or advance
     any funds, assets, goods or services, or otherwise, except for:

     (i)  guaranties in favor of the Bank;

     (ii) guaranties  by  endorsement  of  instruments  for deposit  made in the
          ordinary course of business; and

     (iii)those  specific  existing   guaranties  listed  in  the  "Schedule  of
          Exceptions" attached hereto as Exhibit "C-1."

c.   Loans or Advances.  The Company shall not make or permit to exist any loans
     or advances to any other person or entity, except for:

     (i)  extensions of credit or credit  accommodations to customers or vendors
          made by the  Company in the  ordinary  course of its  business  as now
          conducted;

     (ii) reasonable  salary  advances  to  non-executive  employees,  and other
          advances  to agents  and  employees  for  anticipated  expenses  to be
          incurred on behalf of the Company in the course of  discharging  their
          assigned duties; and

     (iii)the specific  items listed in the  "Schedule of  Exceptions"  attached
          hereto as Exhibit "C-1."

d.   Mergers,  Consolidations.  Sales. Acquisition or Formation of Subsidiaries.
     The Company shall not be party to or permit any Affiliated  Company to be a
     party to any  consolidation  or to any  merger  without  the  Bank's  prior
     written  consent.  The Company  shall not purchase the capital  stock of or
     otherwise  acquire any equity  interest in any other business  entity.  The
     Company  shall not  acquire  any  material  part of the assets of any other
     business  entity,  except in the ordinary  course of business.  The Company
     shall not and shall not permit any  Affiliated  Company to sell,  transfer,
     convey  or lease  all or any  material  part of its  assets,  except in the
     ordinary course of business, or sell or assign with or without recourse any
     receivables,  except that Fair  Financing  and Fair Holdings may sell their
     accounts receivable under  securitization  transactions.  The Company shall
     not cause to be created or otherwise acquire any Subsidiaries.

e.   Margin Stock.  The Company shall not use or cause or permit the proceeds of
     the Term Loan to be used,  either directly or indirectly,  for the purpose,
     whether  immediate,  incidental or ultimate,  of purchasing or carrying any
     margin stock  within the meaning of  Regulation U of the Board of Governors
     of the Federal Reserve System, as amended from time to time.

e.   Other Agreements. The Company shall enter into any agreement containing any
     provision  which would be  violated or breached in material  respect by the
     performance of its obligations under this Agreement or under any other Loan
     Document.

g.   Judgments.  The Company shall not permit any uninsured judgment or monetary
     penalty rendered against it in any judicial or administrative proceeding to
     remain  unsatisfied  for a period in excess of forty-five  (45) days unless
     such  judgment or penalty is being  contested in good faith by  appropriate
     proceedings and execution upon such judgment has been stayed, and unless an
     appropriate reserve has been established with respect thereto.

h.   Principal  Office/Other  Matters.  The Company shall not change its name or
     permit any  Affiliated  Company to change its name,  or the location of its
     principal office, or its places of business, and shall not change the State
     in which the  Collateral  is titled  to any State  other  than the State of
     Mississippi,  unless it gives not less than thirty (30) days prior  written
     notice of any such change to the Bank.  After  providing  such notice,  the
     Company  or the  applicable  Affiliated  Company  each  agree  to  promptly
     reimburse the Bank for all of the Bank's  counsel  and/or  special  counsel
     fees and expenses incurred by the Bank in connection with advising the Bank
     as to the perfection of its security  interest in the Collateral  that will
     be titled or regularly located in such additional states or jurisdictions.
<PAGE>

i.   Hazardous  Substances.  The  Company  shall not and shall  not  permit  any
     Affiliated  Company  to  release or to permit to  continue  the  release or
     threatened  release of any  Hazardous  Substance on any  premises  owned or
     occupied by or under lease to it.

j.   Debt. The Company shall not incur or permit to exist any  indebtedness  for
     borrowed money except to the Bank and except for those existing obligations
     disclosed on the "Schedule of Exceptions" attached hereto as Exhibits "C-1"
     and except  loans  from an  Affiliated  Company  which are  unsecured.  For
     purposes of this covenant,  the phrase  "indebtedness  for borrowed money,"
     shall be construed to include capital lease obligations.

k.   Sale and  Leaseback.  The  Company  shall not enter into any  arrangements,
     directly or  indirectly,  with a person or entity  whereby it shall sell or
     transfer any property used or useful in its business and then or thereafter
     rent or lease  such  property  for  substantially  the same  purpose as the
     property sold or transferred.

1.   Accounting Policies. The Company shall not change its fiscal year or any of
     its significant accounting methods,  policies or procedures,  except to the
     extent necessary to comply with GAAP.

m.   Change of Business.  The Company shall not make any material  change in the
     nature of its  business  as an owner and  lessor of luxury  motor  buses as
     carried on at the date of this Agreement.

     Section 7.  CONDITIONS OF LENDING.  The  obligation of the Bank to make the
Term Loan shall be subject to  fulfillment  of each of the following  conditions
precedent:

a.   No Default.  No Event of Default or Unmatured  Event of Default  shall have
     occurred and be continuing,  and the  representations and warranties of the
     Company  contained in Section 3 shall be true and correct as of the date of
     this  Agreement and as of the date of each  Advance,  except that after the
     date of this Agreement:

     (i)  the representations  contained in Section 3(g) will be construed so as
          to refer to the latest financial  statements  furnished to the Bank by
          the Company pursuant to the requirements of this Agreement,

     (ii) the  representations  contained  in  Section  3(n)  (with  respect  to
          Hazardous Substances) will be construed so as to apply not only to the
          Company, but also to any Subsidiaries,

     (iii)the  representation  contained in Section 3(o) will be construed so as
          to except any Subsidiary  which may hereafter be formed or acquired by
          the Company with the consent of the Bank, and

     (iv) all other  representations  will be  construed to have been amended to
          conform with any changes of which the Bank shall  previously have been
          given notice in writing by the Company.
<PAGE>

b.   Documents  to be  Furnished  at  Closing.  The  Bank  shall  have  received
     contemporaneously with the execution of this Agreement, the following, each
     duly executed,  currently  dated and in form and substance  satisfactory to
     the Bank:

     (i)  The Term Note.

     (ii) The Security Agreement and requisite Uniform Commercial Code financing
          statements.

     (iii)Copies of all vehicle  titles of the luxury motor  vehicles  purchased
          with the proceeds of the Term Loan.

     (iv) The Guaranty  Agreements  executed by the  Guarantors  and a completed
          Certificate Regarding Solvency from Fair Finance.

     (v)  The Schedules of Exceptions duly completed and executed by the Company
          and the Affiliated Companies.

     (vi) The Pledge Agreement duly executed by DC Investments.

     (vii)The  Subordination  Agreement  duly  executed by Fair Holdings and the
          Company   together  with  a  complete  copy  of  the  Promissory  Note
          subordinated pursuant thereto marked with an appropriate subordination
          legend.

     (viii) The Collateral  Assignment of Management  Agreement duly executed by
          the Company and Pyramid  Coach,  Inc. and the Company  together with a
          fully executed Management Agreement.

     (ix) Resolutions of the Members of DC  Investments,  the sole Member of the
          Company,  authorizing  on  behalf of the  Company  the  execution  and
          delivery of this Agrement,  the Term Note, its Schedule of Exceptions,
          the Security Agreement,  the Collateral  Assignment of Leases, and the
          other Loan  Documents to which the Company is a party,  as well as the
          Prevost Acquisition  Documents and Obsidian  Acquisition  Documents to
          which the Company is a party,  and any other documents  required to be
          executed by the Company pursuant to the terms of this Agreement.

     (x)  Resolutions of the Members of DC Investments authorizing the execution
          and delivery of its Guaranty Agreement,  the Pledge Agreement, and the
          other Loan  Documents to which DC  Investments  is a party pursuant to
          the terms of this Agreement.

     (xi) The Certificate of Incumbency of the Managing Member of DC Investments
          certifying the names of the officer or officers authorized to sign its
          Guaranty Agreement, the Pledge Agreement, and the other Loan Documents
          to which DC Investments and/or the Company is a party, together with a
          sample of the true signature of each such officer.

     (xii)Articles of Organization  of DC Investments,  certified as of a recent
          date by the Mississippi Secretary of State as complete and correct.

     (xiii) Articles of  Organization  of the Company,  certified as of a recent
          date by the Mississippi Secretary of State as complete and correct.

     (xiv)Certificate of Good Standing  issued by the  Mississippi  Secretary of
          State as of a recent date for the Company.

     (xv) Certificate of Good Standing  issued by the  Mississippi  Secretary of
          State as of a recent date for the Company.

     (xvi)Operating  Agreement of the Company  certified as complete and correct
          by the Manager of the  Company.

     (xvii) Operating  Agreement  of DC  Investments  certified  as complete and
          correct by the Manager of DC Investments.

     (xviii) Resolutions of the Board of Directors of Fair Holdings  authorizing
          the   execution   and   delivery  of  its  Guaranty   Agreement,   the
          Subordination  Agreement,  and the other Loan  Documents to which Fair
          Holdings is a party.
<PAGE>

     (xix)The  Certificate  of  Incumbency  of the  Secretary  of the  Board  of
          Directors  of Fair  Holdings  certifying  the names of the  officer or
          officers   authorized   to  execute  its   Guaranty   Agreement,   the
          Subordination  Agreement, and the other Loan Documents provided for in
          this  Agreement  to which Fair  Holdings is a party,  together  with a
          sample of the true signature of each such officer.

     (xx) Articles of  Incorporation  and Certificate of  Incorporation  of Fair
          Holdings  certified  by the Ohio  Secretary  of State as complete  and
          correct as of a recent date.

     (xxi)Certificate of Good Standing  issued by the Ohio Secretary of State as
          of a recent date for Fair Holdings.

     (xxii) Bylaws of Fair  Holdings  certified  as complete  and correct by the
          Secretary of the Board of Directors of Fair Holdings.

     (xxiii) Resolutions  of the Board of Directors of Fair Finance  authorizing
          the execution, delivery and performance, respectively, of its Guaranty
          Agreement and the other Loan Documents  required pursuant to the terms
          of this Agreement to which Fair Finance is a party.

     (xxiv) The  Certificate  of  Incumbency  of the  Secretary  of the Board of
          Directors  of Fair  Finance  certifying  the names of the  officer  or
          officers  authorized  to execute its Guaranty  Agreement and the other
          Loan Documents provided for in this Agreement to which Fair Finance is
          a party,  together  with a sample of the true  signature  of each such
          officer.

     (xxv)The Articles of  Incorporation  of Fair Finance  certified as complete
          and correct as of a recent date by the Ohio Secretary of State.

     (xxvi) By-Laws of Fair  Finance  certified  as complete  and correct by the
            Secretary of the Board of Directors of Fair Finance.

     (xxvii) Certificate of Good Standing for Fair Finance issued as of a recent
             date by the Secretary of State of Ohio.

     (xxviii) The opinion of counsel for the  Company  addressed  to the Bank to
          the effect that the  representations  stated in Sections  3(a),  3(b),
          3(c), 3(d),  3(e), 3(f), 3(i), 3(1) and 3o) are correct.  Such opinion
          shall be in such form as may be reasonably acceptable to the Bank.

     (xxix)  Certificates  evidencing  the existence of all  insurance  required
          under the terms of this Agreement or any other Loan Documents.

     (xxx)Payment  of the  commitment  fee  required  under the terms of Section
          2(a)(vii).

     (xxxi) Complete  copies of Purchase  Agreements  setting forth the terms of
          the purchase of the luxury motor coaches  purchased  with the proceeds
          of the Term Loan.

     (xxxii)Such other documents as the Bank may reasonably require.

     (xxxiii)Payment  of the fees of legal  counsel  for the  Bank  incurred  in
          connection  with the  drafting,  negotiation,  and  execution  of this
          Agreement and the other Loan Documents.
<PAGE>

     Section 8. EVENTS OF DEFAULT.  Each of the  following  shall  constitute an
Event of Default under this Agreement:

a.   Nonpayment  of the Loan.  Default  in the  payment  when due of any  amount
     payable  under the terms of the Note,  or otherwise  payable to the Bank or
     any other holder of the Notes under the terms of this Agreement.

b.   Nonpayment of Other Indebtedness for Borrowed Money. Default by the Company
     or by any  Guarantor in the payment when due,  whether by  acceleration  or
     otherwise,  of any other  material  indebtedness  for  borrowed  money,  or
     default in the  performance  or observance  of any  obligation or condition
     with respect to any such other  indebtedness  if the effect of such default
     is to accelerate the maturity of such other  indebtedness  or to permit the
     holder or holders  thereof,  or any trustee or agent for such  holders,  to
     cause such  indebtedness  to become due and payable  prior to its scheduled
     maturity,  unless the Company or the applicable Guarantor is contesting the
     existence of such default in good faith and by appropriate proceedings.

c.   Other  Material  Obligations.  Subject to the  expiration of any applicable
     grace  period,  default by the Company or by any  Guarantor  in the payment
     when due, or in the  performance  or observance of any material  obligation
     of, or condition  agreed to by the Company or by any Guarantor with respect
     to any material  purchase or lease of goods,  securities or services except
     only to the extent that the existence of an such default is being contested
     in good faith and by appropriate  proceedings and that appropriate reserves
     have been established with respect thereto.

d.   Bankruptcy.  Insolvency,  etc.  The Company or any  Guarantor  admitting in
     writing its inability to pay its debts as'they mature or an  administrative
     or judicial  order of  dissolution  or  determination  of insolvency  being
     entered  against  the  Company  or any  Guarantor;  or the  Company  or any
     Guarantor applying for, consenting to, or acquiescing in the appointment of
     a trustee or receiver  for the Company or such  Guarantor  or any  property
     thereof,  or the Company or any Guarantor  making a general  assignment for
     the benefit of creditors;  or, in the absence of such application,  consent
     or  acquiescence,  a trustee or receiver being appointed for the Company or
     any  Guarantor  or for a  substantial  part of its  property  and not being
     discharged within sixty (60) days; or any bankruptcy,  reorganization, debt
     arrangement, or other proceeding under any bankruptcy or insolvency law, or
     any dissolution or liquidation  proceeding  being  instituted by or against
     the Company or any Guarantor,  and, if  involuntary,  being consented to or
     acquiesced in by the Company or such Guarantor, as applicable, or remaining
     for sixty (60) days undismissed.

e.   Warranties and Representations.  Any warranty or representation made by the
     Company or any  Guarantor in this  Agreement or in any other Loan  Document
     proving to have been false or misleading in any material respect when made,
     or any schedule, certificate, financial statement, report, notice, or other
     writing  furnished  by the Company or any  Guarantor to the Bank proving to
     have  been  false  or  misleading  in any  material  respect  when  made or
     delivered.
<PAGE>

f.   Violations of Negative and Financial  Covenants.  Failure by the Company to
     comply with or perform the financial covenant stated in Section S(g) or any
     covenant in Section 6 of this Agreement.

f.   Noncompliance  With  Other  Provisions  of this  Agreement.  Failure of the
     Company to comply with or perform any  covenant or other  provision of this
     Agreement  or to  perform  any other  Obligation  (which  failure  does not
     constitute  an Event of Default  under any of the  preceding  provisions of
     this Section 8) and  continuance of such failure for thirty (30) days after
     notice thereof to the Company from the Bank.

     Section 9. EFFECT OF EVENT OF DEFAULT. If any Event of Default described in
Section 8(d) shall occur,  maturity of the Loan shall immediately be accelerated
and the Note and the Loan evidenced thereby,  and all other indebtedness and any
other payment  Obligations  of the Company to the Bank shall become  immediately
due and payable, all without notice of any kind. When any other Event of Default
has  occurred  and is  continuing,  the Bank or any other holder of the Note may
accelerate  payment  of the Loan and  declare  the  Note and all  other  payment
Obligations due and payable, whereupon maturity of the Loan shall be accelerated
and the Note and the Loan evidenced thereby,  and all other payment  Obligations
shall become  immediately  due and payable,  all without notice of any kind. The
Bank or such  other  holder  shall  promptly  advise  the  Company  of any  such
declaration,  but  failure  to do  so  shall  not  impair  the  effect  of  such
declaration.  The  remedies of the Bank  specified  in this  Agreement or in any
other Loan Document shall not be exclusive, and the Bank may avail itself of any
other remedies  provided by law as well as any equitable  remedies  available to
the Bank.

     Section 10. WAIVER -- AMENDMENTS.  No delay on the part of the Bank, or any
holder of the Note in the exercise of any right,  power or remedy shall  operate
as a waiver thereof,  nor shall any single or partial exercise by any of them of
any right,  power or remedy preclude any other or further exercise  thereof,  or
the exercise of any other right, power or remedy. No amendment,  modification or
waiver of, or consent with respect to any of the provisions of this Agreement or
the other Loan  Documents  or otherwise  of the  Obligations  shall be effective
unless such amendment,  modification, waiver or consent is in writing and signed
by the Bank.

     Section  11.  NOTICES.  Any  notice  given  under or with  respect  to this
Agreement  to the Company or the Bank shall be in writing  and, if  delivered by
hand or sent by overnight  courier  service,  shall be deemed to have been given
when delivered and, if mailed,  shall be deemed to have been given five (5) days
after the date when sent by registered or certified mail,  postage prepaid,  and
addressed  to the  Company  or the Bank (or  other  holder  of the  Note) at its
address shown below,  or at such other address as any such party may, by written
notice to the other party to this Agreement,  have designated as its address for
such purpose. The addresses referred to are as follows:
<PAGE>


        As to the Company:      DC Investments Leasing, LLC
                                Bank One  Center/Tower Suite 4800
                                111 Monument Circle
                                Indianapolis, Indiana 46204
                                Attention:  Timothy Durham
                                Telephone:(317) 691-1413

        with copies to:         Neil E. Lucas,  Esquire
                                Bamberger & Feibleman
                                111 Monument Circle
                                Suite 4800
                                Indianapolis, Indiana 46204
                                Telephone:(317) 472-1480

        As to the Bank:         First Indiana Bank, N.A.
                                135 North Pennsylvania Street, Suite 1900
                                Indianapolis, Indiana 46204
                                Attention: Anthony P. Schlichte, Vice President
                                Telephone: (317) 269-1637

        with copies to:         Madalyn S. Kinsey,  Esquire
                                KROGER, GARDIS & REGAS, L.L.P.
                                Bank One Center/Circle,Suite 900
                                111 Monument Circle
                                Indianapolis, Indiana 46204-5175
                                Telephone: (317) 264-6836 Ext. 926

     Section 12.  COSTS,  EXPENSES AND TADS.  The Company shall pay or reimburse
the Bank on demand for all  reasonable  out-of-pocket  costs and expenses of the
Bank including  reasonable  attorneys' fees and legal expenses incurred by it in
connection  with the  drafting,  negotiation,  execution,  and  delivery of this
Agreement and the other Loan Documents,  and in connection with the enforcement,
or restructuring in the nature of a workout, of this Agreement or any other Loan
Document. The Company shall also reimburse the Bank for expenses incurred by the
Bank in connection with any audit of the books and records or physical assets of
the Company conducted  pursuant to any right granted to the Bank under the terms
of this Agreement or any other Loan Document.  Such reimbursement shall include,
without  limitation,  reimbursement  of  the  Bank  for  its  overhead  expenses
reasonably  allocated to such  audits.  In  addition,  the Company  shall pay or
reimburse the Bank for all expenses  incurred by the Bank in connection with the
perfection  of any  security  interests  and  liens  granted  to the Bank by the
Company and for any stamp or similar  documentary or transaction taxes which may
be payable in connection with the execution or delivery of this Agreement or any
other Loan Document or in  connection  with any other  instruments  or documents
provided  for herein or  delivered  or  required  in  connection  herewith.  All
obligations  provided  for in this Section  shall  survive  termination  of this
Agreement and shall be joint and several obligations of the Company.

     Section 13.  SEVERABILITY.  If any provision of this Agreement or any other
Loan Document is determined to be illegal or unenforceable, such provision shall
be deemed to be severable  from the balance of the  provisions of this Agreement
or such Document and the remaining provisions shall be enforceable in accordance
with their terms.

     Section 14.  CAPTIONS.  Section  captions  used in this  Agreement  are for
convenience only and shall not affect the construction of this Agreement.
<PAGE>

     Section  15.  GOVERNING  LAW -  JURISDICTION.  Except as may  otherwise  be
expressly provided in any other Loan Document, this Agreement and all other Loan
Documents  are made under and will be governed  in all cases by the  substantive
laws of the State of Indiana, notwithstanding the fact that Indiana conflicts of
law rules  might  otherwise  require  the  substantive  rules of law of  another
jurisdiction to apply.  The Company consents to the jurisdiction of any state or
federal court located within Marion County,  Indiana, and waive personal service
of any  and all  process  upon  them.  All  service  of  process  may be made by
messenger,  by certified mail, return receipt  requested,  or by registered mail
directed to the Company at the address  stated in Section 11. The Company waives
any  objection  which it may have to any  proceeding  commenced  in a federal or
state court located within Marion County,  Indiana, based upon improper venue or
forum non convemens. Nothing contained in this Section shall affect the right of
the Bank to serve legal process in any other manner permitted by law or to bring
any action or  proceeding  against the Company or its  property in the courts of
any other jurisdiction.

     Section 16. PRIOR AGREEMENTS,  ETC. This Agreement  supersedes all previous
agreements and commitments  made by the Bank and the Company with respect to the
Loan and all other subjects of this Agreement,  including,  without  limitation,
any oral or written proposals or commitments made or issued by the Bank.

     Section 17.  SUCCESSORS  AND  ASSIGNS.  This  Agreement  and the other Loan
Documents  shall be binding  upon and shall  inure to the benefit of the Company
and the Bank and their  respective  successors  and assigns,  provided  that the
Company's rights under this Agreement shall not be assignable  without the prior
written consent of the Bank.

     Section  18.  WAIVER  OF JURY  TRIAL.  THE  COMPANY  AND THE  BANK  (BY ITS
ACCEPTANCE   HEREOF)   HEREBY    VOLUNTARILY,    KNOWINGLY,    IRREVOCABLY   AND
UNCONDITIONALLY  WAIVE ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN  RESOLVING  ANY
DISPUTE  (WHETHER BASED UPON CONTRACT,  TORT, OR OTHERWISE)  BETWEEN THE COMPANY
AND THE BANK  ARISING  OUT OF OR IN ANY WAY  RELATED  TO THIS  AGREEMENT  OR THE
TRANSACTIONS  CONTEMPLATED  BY THIS  AGREEMENT.  THIS  PROVISION  IS A  MATERIAL
INDUCEMENT TO THE BANK TO PROVIDE THE FINANCING EVIDENCED BY THIS AGREEMENT.

     Section 19. ARBITRATION. BANK, THE COMPANY AND FAIR FINANCE AGREE THAT UPON
THE WRITTEN DEMAND OF ANY PARTY, WHETHER MADE BEFORE OR AFTER THE INSTITUTION OF
ANY  LEGAL  PROCEEDINGS,  BUT PRIOR TO THE  RENDERING  OF ANY  JUDGMENT  IN THAT
PROCEEDING,  ALL  DISPUTES,  CLAIMS  AND  CONTROVERSIES  BETWEEN  THEM,  WHETHER
INDIVIDUAL,  JOINT, OR CLASS IN NATURE, ARISING FROM THIS AGREEMENT, OR ANY LOAN
DOCUMENT OR OTHERWISE,  INCLUDING WITHOUT LIMITATION CONTRACT AND TORT DISPUTES,
SHALL BE RESOLVED BY BINDING ARBITRATION PURSUANT TO THE COMMERCIAL RULES OF THE
AMERICAN  ARBITRATION  ASSOCIATION  ("AAA").  ANY  ARBITRATION  PROCEEDING  HELD
PURSUANT TO THIS  ARBITRATION  PROVISION  SHALL BE CONDUCTED IN THE CITY NEAREST
THE  COMPANY'S  ADDRESS  HAVING AN AAA  REGIONAL  OFFICE,  OR AT ANY OTHER PLACE
SELECTED BY MUTUAL  AGREEMENT OF THE  PARTIES.  NO ACT TO TAKE OR DISPOSE OF ANY
COLLATERAL  SHALL  CONSTITUTE  A  WAIVER  OF THIS  ARBITRATION  AGREEMENT  OR BE
PROHIBITED BY THIS ARBITRATION AGREEMENT.

     THIS ARBITRATION PROVISION SHALL NOT LIMIT THE RIGHT OF EITHER PARTY DURING
ANY DISPUTE TO SEEK,  USE, AND EMPLOY  ANCILLARY OR  PRELIMINARY  RIGHTS  AND/OR
REMEDIES, JUDICIAL OR OTHERWISE, FOR THE PURPOSES OF REALIZING UPON, PRESERVING,
PROTECTING, FORECLOSING UPON OR PROCEEDING UNDER FORCIBLE ENTRY AND DETAINER FOR
POSSESSION  OF ANY REAL OR PERSONAL  PROPERTY,  AND ANY SUCH ACTION SHALL NOT BE
DEEMED AN ELECTION OF REMEDIES.  SUCH  REMEDIES  INCLUDE,  WITHOUT  LDVffrATION,
OBTAINING INJUNCTIVE RELIEF OR A TEMPORARY  RESTRAINING ORDER,  INVOKING A POWER
OF SALE UNDER ANY DEED OF TRUST OR MORTGAGE;  OBTAINING A WRIT OF  ATTACHMENT OR
IMPOSITION  OF A  RECEIVERSHIP;  OR EXERCISING  ANY RIGHTS  RELATING TO PERSONAL
PROPERTY,  INCLUDING  EXERCISING THE RIGHT OF SETOFF,  OR TAKING OR DISPOSING OF
SUCH  PROPERTY  WITH  OR  WITHOUT  JUDICIAL  PROCESS  PURSUANT  TO  THE  UNIFORM
COMMERCIAL  CODE.  ANY  DISPUTES,   CLAIMS,  OR  CONTROVERSIES   CONCERNING  THE
LAWFULNESS  OR  REASONABLENESS  OF ANY ACT,  OR EXERCISE OF ANY RIGHT OR REMEDY,
CONCERNING ANY COLLATERAL,  INCLUDING ANY CLAIM TO RESCIND, REFORM, OR OTHERWISE
MODIFY ANY  AGREEMENT  RELATING  TO THE  COLLATERAL,  SHALL ALSO BE  ARBITRATED;
PROVIDED, HOWEVER THAT NO ARBITRATOR SHALL HAVE THE RIGHT OR THE POWER TO ENJOIN
OR  RESTRAIN  ANY ACT OF ANY  PARTY.  JUDGMENT  UPON ANY AWARD  RENDERED  BY ANY
ARBITRATOR  MAY BE  ENTERED IN ANY COURT  HAVING  JURISDICTION.  THE  STATUTE OF
LIMITATIONS,   ESTOPPEL,  WAIVER,  LACHES  AND  SIMILAR  DOCTRINES  WHICH  WOULD
OTHERWISE BE APPLICABLE  IN AN ACTION  BROUGHT BY A PARTY SHALL BE APPLICABLE IN
ANY ARBITRATION  PROCEEDING,  AND THE COMMENCEMENT OF AN ARBITRATION  PROCEEDING
SHALL BE DEEMED THE  COMMENCEMENT  OF ANY ACTION FOR THESE PURPOSE.  THE FEDERAL
ARBITRATION  ACT  (TITLE  9 OF  THE  UNITED  STATES  CODE)  SHALL  APPLY  TO THE
CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT OF THIS ARBITRATION PROVISION.

                         [THIS SPACE LEFT BLANK INTENTIONALLY]
<PAGE>

Dated as of December 18, 2002.

                                        DC  INVESTMENTS   LEASING,   LLC,
                                        a  Mississippi limited liability company



                                        By: /s/ Timothy S. Durham
                                           ------------------------------------
                                           Timothy S. Durham, Manager


                                        FIRST   INDIANA   BANK,
                                        a national banking association


                                        By: /s/ Anthony P. Schlichte
                                           ------------------------------------
                                           Anthony P. Schlichte, Vice President


                                        FIRST   INDIANA   BANK,
                                        a national banking association


                                        By:
                                           ------------------------------------
                                           Anthony P. Schlichte, Vice President

                                        FAIR HOLDINGS, INC., an Ohio corporation


                                        By:
                                           ------------------------------------
                                           Timothy S. Durham, Chairman of the
                                           Board and Chief Financial Officer



<PAGE>

                              SCHEDULE OF EXHIBITS

                                   SCHEDULE I

Exhibit "A"           Officer's Certificate
Exhibit "B"           Promissory Note (Term Loan) ($2,741,867.00)
Exhibit "C-1"         Schedule of Exceptions (DC Investments Leasing, LLC)
Exhibit "C-2"         Schedule of Exceptions (Fair Holdings, Inc.)
Exhibit "C-3"         Schedule of Exceptions (Fair Finance Company)
Exhibit "C-4"         Schedule of Exceptions (DC Investments, LLC)
Exhibit "D"           [Reserved]
Exhibit "E"           Collateral Assignment of Management Agreement (DC
                      Investments Leasing, LLC, Pyramid Coach, Inc. and First
                      Indiana Bank, N.A
Exhibit "F"           Guaranty Agreement (DC Investments, LLC)
Exhibit "G"           Guaranty Agreement (Fair Holdings, Inc.)
Exhibit "H"           Guaranty Agreement (Fair Finance Company)
Exhibit "I"           Guaranty Agreement (Timothy S. Durham)
Exhibit "J"           Guaranty Agreement (James Cochran)
Exhibit "K"           Security Agreement (Motor Vehicles) (DC Investments
                      Leasing, LLC)
Exhibit "L"           Pledge Agreement (DC Investments, LLC)
Exhibit "M"           Subordination Agreement (DC Investments Leasing, LLC, Fair
                      Holdings,  Inc., and First Indiana Bank, N.A.)



</TEXT>
</DOCUMENT>
