VSI HOLDINGS INC
EX- 10.1 - LOAN AGREEMENT DATED JULY 12, 2001
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<TYPE>EX-10.1
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<FILENAME>k66889ex10-1.txt
<DESCRIPTION>EX- 10.1 - LOAN AGREEMENT DATED JULY 12, 2001
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                                                                    EXHIBIT 10.1


LOAN AGREEMENT DATED JULY 12, 2001 BETWEEN VISUAL SERVICES, INC. AND BANK ONE,
MICHIGAN.

THIS CREDIT AGREEMENT, dated as of July 12, 2001 (this "Agreement"), is by and
between VISUAL SERVICES, INC., a Georgia corporation (the "Company"), and BANK
ONE, MICHIGAN, a Michigan banking corporation (the "Bank").

INTRODUCTION

The Company has requested the Bank to provide a revolving credit facility in the
aggregate principal amount of up to $25,000,000 to be used by the Company to
finance Ford Motor Company Extended Service Plan contracts, and the Bank is
willing to do so on the terms and conditions herein set forth.


TERMS

In consideration of the premises and of the mutual agreements herein contained,
the parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions. As used herein the following terms shall have the
following respective meanings:

"Borrowing Base" shall mean, as of any date, an amount equal to 80% of the value
of Eligible Receivables.

"Borrowing Base Certificate" for any date shall mean an appropriately completed
report as of such date, in substantially the form of Exhibit A annexed hereto,
certified as true and correct as of such date by the chief financial officer of
the Company.

"Business Day" shall mean a day other than a Saturday, Sunday or other day on
which the Bank is not open to the public for carrying on substantially all of
its banking functions.

"Capital Lease" of any person shall mean any lease which, in accordance with
generally accepted accounting principles, is or should be capitalized on the
books of such person.

"Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time, and the regulations thereunder.

"Commitment" shall mean the commitment of the Bank to make Loans pursuant to
Section 2.1 in amounts not exceeding $25,000,000 in aggregate principal amount
outstanding at any time, as such amount may be reduced from time to time
pursuant to Section 2.2.

"Consolidated" or "consolidated" shall mean, when used with reference to any
financial term in this Agreement, the aggregate for two or more persons of the
amounts signified by such term for all such persons determined on a consolidated
basis in accordance with generally accepted accounting principles.

"Contingent Liabilities" of any person shall mean, as of any date, all
obligations of such person or of others for which such person is contingently
liable, as obligor, guarantor or in any other capacity, or in respect of which
obligations such person assures a creditor against loss or agrees to take any
action to prevent any such loss (other than endorsements of negotiable
instruments for collection in the ordinary course of business), including
without limitation all reimbursement



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obligations of such person in respect of any letters of credit, surety bonds or
similar obligations and all obligations of such person to advance funds to, or
to purchase assets, property or services from, any other person in order to
maintain the financial condition of such other person.

"Current Asset" and "Current Liabilities" of any person shall mean, as of any
date, all assets or liabilities, respectively, of such person which, in
accordance with generally accepted accounting principles, should be classified
as current assets or current liabilities, respectively, on a balance sheet of
such person.

"Debt Service" of any person shall mean, for any period, the sum, without
duplication, of (a) all required payments of interest paid or payable during
such period by such person on Indebtedness of such person, plus (b) all required
payments of principal or other sums paid or payable during such period by such
person with respect to Indebtedness of such person. "Default" shall mean any of
the events or conditions described in Section 6.1 which might become an Event of
Default with notice or lapse of time or both.

"Dollars" and "$" shall mean the lawful money of the United States of America.

"EBITDA" of any person shall mean, for any period, the net income of such person
for such period plus, to the extent deducted in determining such net income,
interest expense (including but not limited to imputed interest on Capital
Leases), tax expense, depreciation and amortization.

"Effective Date" shall mean the effective date specified in the final paragraph
of this Agreement.

"Eligible Receivable" shall mean, as of any date, any ESP contract financed by
the Company, with respect to which a security interest in all payments to which
the Company is entitled under, and all other rights and interest of the Company
in, have been granted to the Bank by the Company pursuant to the Security
Agreement, and with each such contract to be valued at the amount equal to (a)
so long as such contract has not been cancelled, the aggregate amount of all
payments then owing by the customer thereunder, less all refunds, returns,
discounts, claims, credits and other allowances of any nature at any time
issued, owing, granted, outstanding or available to the customer or claimed by
the customer, or (b) if such contract has been cancelled, the outstanding refund
amount owing by Ford to the Company with respect to the cancellation of such
contract, less all refunds, returns, discounts, claims, credits and other
allowances of any nature at any time issued, owing, granted, outstanding or
available to Ford or claimed by Ford; provided that no such contract shall be an
"Eligible Receivable" if:

(i) such contract is not a bona fide existing, unconditional, valid, legal and
enforceable obligation created in the ordinary course of business in accordance
with the forms of agreements and documents provided to the Bank under Section
2.5(k);

(ii) with respect to any contract that has not been cancelled, any payment due
under such contract is more than 90 days past due;

(iii) such contract or any payment to which the Company is entitled with respect
thereto is subject to any dispute, contra-account, defense, offset or
counterclaim or any Lien (except those in favor of the Company or in favor of
the Bank under the Security Documents);


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(iv) the customer under such contract or Ford has denied or refused to honor any
of such customer's or Ford's, as the case may be, payment or other obligations
under such contract;

(v) such contract, or any payment to which the Company is entitled with respect
thereto, has been classified by the Company as doubtful or has otherwise failed
to meet established or customary standards of the Company;

(vi) any representation or warranty contained in Section 4.11 with respect to
such contract is incorrect in any material respect at any time;

(vii) all or any portion of any payments to which the Company is entitled with
respect thereto is payable by any person that is the subject of any proceeding
seeking to adjudicate such person a bankrupt or insolvent or seeking
liquidation, winding up or reorganization, arrangement, adjustment, protection,
relief or composition of such person or such person's debts under any law
relating to bankruptcy, insolvency or reorganization or relief or protection of
debtors or seeking the appointment of a receiver, trustee, custodian or other
similar official for such person or for any substantial part of such person's
property, or who is not generally paying their debts as they become due or has
admitted in writing their inability to pay their debts generally or has made a
general assignment for the benefit of creditors; or

(viii) such contract for any other reason is at any time reasonably deemed by
the Bank to be ineligible.

"ERISA" shall mean the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations thereunder.

"ERISA Affiliate" shall mean any trade or business (whether or not incorporated)
which, together with the Guarantor, the Company, or any Subsidiary of the
Guarantor or the Company, would be treated as a single employer under Section
414 of the Code.

"ESP" shall mean the Ford Extended Service Plan.

"Eurodollar Business Day" shall mean, with respect to any Eurodollar Rate Loan,
a day which is both a Business Day and a day on which dealings in Dollar
deposits are carried out in the London interbank market.

"Eurodollar Interest Period" shall mean, with respect to any Eurodollar Rate
Loan, the period commencing on the day such Eurodollar Rate Loan is made or
converted to a Eurodollar Rate Loan and ending on the date one, two, three, six
or twelve months thereafter, as the Company may elect under Section 2.4 or 2.7,
and each subsequent period commencing on the last day of the immediately
preceding Eurodollar Interest Period and ending on the date one, two, three, six
or twelve months thereafter, as the Company may elect under Section 2.4 or 2.7,
provided, however, that (a) any Eurodollar Interest Period which commences on
the last Eurodollar Business Day of a calendar month (or on any day for which
there is no numerically corresponding day in the appropriate subsequent calendar
month) shall end on the last Eurodollar Business Day of the appropriate
subsequent calendar month, (b) each Eurodollar Interest Period which would
otherwise end on a day which is not a Eurodollar Business Day shall end on the
next succeeding Eurodollar Business Day or, if such next succeeding Eurodollar
Business Day falls in the next succeeding calendar month, on the next preceding
Eurodollar Business Day, and


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(c) no Eurodollar Interest Period which would end after the Termination Date
shall be permitted.

"Eurodollar Rate" shall mean, with respect to any Eurodollar Rate Loan and the
related Eurodollar Interest Period, the per annum rate that is equal to the sum
of:

(a) one and one-half of one percent (1 and 1/2 of 1%) per annum , plus

(b) the rate per annum obtained by dividing (i) the per annum rate of interest
at which deposits in Dollars for such Eurodollar Interest Period and in an
aggregate amount comparable to the amount of such Eurodollar Rate Loan are
offered to the Bank by other prime banks in the London interbank market at
approximately 11:00 a.m. London time on the second Eurodollar Business Day prior
to the first day of such Eurodollar Interest Period by (ii) an amount equal to
one minus the stated maximum rate (expressed as a decimal) of all reserve
requirements (including, without limitation, any marginal, emergency,
supplemental, special or other reserves) that is specified on the first day of
such Eurodollar Interest Period by the Board of Governors of the Federal Reserve
System (or any successor agency thereto) for determining the maximum reserve
requirement with respect to eurocurrency funding (currently referred to as
"Eurocurrency liabilities" in Regulation D of such Board) maintained by a member
bank of such System;

all as conclusively determined by the Bank, such sum to be rounded up, if
necessary, to the nearest whole multiple of one-sixteenth of one percent (1/16
of 1%).

"Eurodollar Rate Loan" shall mean any Loan which bears interest at the
Eurodollar Rate.

"Event of Default" shall mean any of the events or conditions described in
Section 6.1.

"Floating Rate" shall mean the per annum rate equal to the remainder of (a) the
Prime Rate in effect from time to time, less (b) three-quarters of one percent
(3/4 of 1%); which Floating Rate shall change simultaneously with any change in
such Prime Rate; provided that in no event shall the Floating Rate applicable to
any Loan at any time be less than the Eurodollar Rate that would be applicable
to such Loan at such time for a one-month Eurodollar Interest Period.

"Floating Rate Loan" shall mean any Loan which bears interest at the Floating
Rate.

"Ford" shall mean the Ford Motor Company.

"Ford Agreements" shall have the meaning ascribed thereto in Section 2.5(k).

"generally accepted accounting principles" shall mean generally accepted
accounting principles applied on a basis consistent with that reflected in the
financial statements referred to in Section 4.6.

"Guaranty" shall mean any guaranty agreement from time to time entered into by
the Guarantor for the benefit of the Bank pursuant to this Agreement, as amended
or modified from time to time.

"Guarantor" shall mean VSI Holdings, Inc., a Georgia corporation, which owns
100% of the capital stock in the Company.

"Indebtedness" of any person shall mean, as of any date, (a) all obligations of
such person for



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borrowed money, (b) all obligations of such person as lessee under any Capital
Lease, (c) all obligations which are secured by any Lien existing on any asset
or property of such person whether or not the obligation secured thereby shall
have been assumed by such person, (d) the unpaid purchase price for goods,
property or services acquired by such person, except for trade accounts payable
arising and paid in the ordinary course of such person's business, (e) all
obligations of such person to purchase goods, property or services where payment
therefor is required regardless of whether delivery of such goods or property or
the performance of such services is ever made or tendered (generally referred to
as "take or pay contracts"), (f) all liabilities of such person in respect of
Unfunded Benefit Liabilities under any Plan or of any ERISA Affiliate, (g) all
Rate Management Obligations of such person, and (h) all Contingent Liabilities
of such person relating to obligations of others similar in character to those
described in clauses (a) through (g) of this definition.

"Interest Payment Date" shall mean (a) with respect to any Eurodollar Rate Loan,
the last day of each Interest Period with respect to such Eurodollar Rate Loan
and, in the case of any Interest Period exceeding one month, those days that
occur during such Interest Period at intervals of one month after the first day
of such Interest Period (determined in accordance with the proviso to the
definition of the term Eurodollar Interest Period), and (b) in all other cases
the last Business Day of each month occurring after the Effective Date,
commencing with the first such Business Day occurring after the Effective Date.

"Interest Period" shall mean any Eurodollar Interest Period.

"Lien" shall mean any pledge, assignment, hypothecation, mortgage, security
interest, deposit arrangement, option, conditional sale or title retaining
contract, sale and leaseback transaction, financing statement filing, lessor's
or lessee's interest under any lease, subordination of any claim or right, or
any other type of lien, charge, encumbrance, preferential arrangement or other
claim or right.

"Loan" shall mean any Revolving Credit Loan. Any such Loan or portion thereof
may also be denominated as a Floating Rate Loan or a Eurodollar Rate Loan, and
such Loans are referred to herein as "types" of Loans.

"MNB" shall mean Michigan National Bank, and its successors and assigns.

"Multiemployer Plan" shall mean any "multiemployer plan" as defined in Section
4001(a)(3) of ERISA or Section 414(f) of the Code.

"Note" shall mean the Revolving Credit Note.

"Overdue Rate" shall mean (a) in respect of principal of Floating Rate Loans, a
rate per annum that is equal to the sum of three percent (3%) per annum plus the
Floating Rate, (b) in respect of principal of Eurodollar Rate Loans, a rate per
annum that is equal to the sum of three percent (3%) per annum plus the per
annum rate in effect thereon until the end of the then current Interest Period
for such Loan and, thereafter, a rate per annum that is equal to the sum of
three percent (3%) per annum plus the Floating Rate, and (c) in respect of other
amounts (other than interest) payable by the Company or the Guarantor hereunder,
under the Notes or under any of the Security Documents, a per annum rate that is
equal to the sum of three percent (3%) per annum plus the Floating Rate.


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"PBGC" shall mean the Pension Benefit Guaranty Corporation and any entity
succeeding to any or all of its functions under ERISA.

"Permitted Liens" shall mean Liens permitted by Section 5.2(f) hereof. "Person"
or "person" shall include an individual, a corporation, a limited liability
company, an association, a partnership, a trust or estate, a joint stock
company, an unincorporated organization, a joint venture, a trade or business
(whether or not incorporated), a government (foreign or domestic) and any agency
or political subdivision thereof, or any other entity.

"Plan" shall mean any pension plan subject to Title IV of ERISA or to the
minimum funding standards of Section 412 of the Code which has been established
or maintained by the Company, any Subsidiary of the Company or any ERISA
Affiliate, or by any other person if the Company, any Subsidiary of the Company
or any ERISA Affiliate could have liability with respect to such pension plan.

"Pledge Agreement" shall mean any pledge agreement from time to time entered
into by the Company for the benefit of the Bank pursuant to this Agreement with
respect to MNB account number 596314322-6, as amended or modified from time to
time.

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

"Prohibited Transaction" shall mean any transaction involving any Plan which is
proscribed by Section 406 of ERISA or Section 4975 of the Code. "Rate Management
Transaction" shall mean any transaction (including an agreement with respect
thereto) now existing or hereafter entered into among the Company, the Bank or
Bank One Corporation, or any of its Subsidiaries or Affiliates or their
successors, which is a rate swap, basis swap, forward rate transaction,
commodity swap, commodity option, equity or equity index swap, equity or equity
index option, bond option, interest rate option, foreign exchange transaction,
cap transaction, floor transaction, collar transaction, forward transaction,
currency swap transaction, cross-currency rate swap transaction, currency option
or any other similar transaction (including any option with respect to any of
these transactions) or any combination thereof, whether linked to one or more
interest rates, foreign currencies, commodity prices, equity prices or other
financial measures.

"Rate Management Obligations" of any person shall mean any and all obligations
of such person, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired (including all renewals, extensions and
modifications thereof and substitutions therefor), under (a) any and all Rate
Management Transactions and (b) any and all cancellations, buybacks, reversals,
terminations or assignments of any Rate Management Transactions.

"Reportable Event" shall mean a reportable event as described in Section 4043(b)
of ERISA including those events as to which the thirty (30) day notice period is
waived under Part 2615 of the regulations promulgated by the PBGC under ERISA.

"Revolving Credit Loan" shall mean any borrowing under Section 2.4 evidenced by
the



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Revolving Credit Note and made pursuant to Section 2.1.

"Revolving Credit Note" shall mean any promissory note of the Company evidencing
the Revolving Credit Loans, in substantially the form annexed hereto as Exhibit
B, as amended or modified from time to time and together with any promissory
note or notes issued in exchange or replacement therefor.

"Security Agreement" shall mean any security agreement from time to time entered
into by the Company or the Guarantor for the benefit of the Bank pursuant to
this Agreement, as amended or modified from time to time.

"Security Documents" shall mean, collectively, the Guaranty, the Security
Agreements, the Pledge Agreement, and all other related agreements and
documents, including financing statements, control agreements and similar
documents, executed by the Company or the Guarantor pursuant to this Agreement
or otherwise entered into by any person to secure the obligations of the Company
under this Agreement.

"Subordinated Debt" of any person shall mean, as of any date, that Indebtedness
of such person for borrowed money which is expressly subordinate and junior in
right and priority of payment to the Loans and other Indebtedness of such person
to the Bank in manner and by agreement satisfactory in form and substance to the
Bank. "Subsidiary" of any person shall mean any other person (whether now
existing or hereafter organized or acquired) in which (other than directors
qualifying shares required by law) at least a majority of the securities or
other ownership interests of each class having ordinary voting power or
analogous right (other than securities or other ownership interests which have
such power or right only by reason of the happening of a contingency), at the
time as of which any determination is being made, are owned, beneficially and of
record, by such person or by one or more of the other Subsidiaries of such
person or by any combination thereof.

"Tangible Capital Funds" of any person shall mean the sum of Tangible Net Worth
of such person plus Subordinated Debt of such person.

"Tangible Net Worth" of any person shall mean, as of any date, total assets of
such person less intangible assets of such person, total liabilities of such
person, and all sums owing to such person from stockholders, members, or
partners, as the case may be, and from officers, managers, and directors.
Intangible assets include goodwill, patents, copyrights, mailing lists,
catalogs, trademarks, bond discount and underwriting expenses, organization
expenses, and all other intangibles.

"Termination Date" shall mean the earlier to occur of (a) July 10, 2002 (as such
date may be extended pursuant to Section 2.12), and (b) the date on which the
Commitment shall be terminated pursuant to Section 2.2 or 6.2. "Total
Liabilities" of any person shall mean, as of any date, all obligations which, in
accordance with generally accepted accounting principles, are or should be
classified as liabilities on a balance sheet of such person and all Contingent
Liabilities of such person.

"Unfunded Benefit Liabilities" shall mean, with respect to any Plan as of any
date, the amount of



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the unfunded benefit liabilities determined in accordance with Section
4001(a)(18) of ERISA.

1.2 Other Definitions; Rules of Construction. As used herein, the terms "Bank",
"Company" and "this Agreement" shall have the respective meanings ascribed
thereto in the initial and introductory paragraphs of this Agreement. Such
terms, together with the other terms defined in Section 1.1, shall include both
the singular and the plural forms thereof and shall be construed accordingly.
All computations required hereunder and all financial terms used herein shall be
made or construed in accordance with generally accepted accounting principles
unless such principles are inconsistent with the express requirements of this
Agreement. Use of the terms "herein", "hereof", and "hereunder" shall be deemed
references to this Agreement in its entirety and not to the Section or clause in
which such term appears. References to "Sections" and "subsections" shall be to
Sections and subsections, respectively, of this Agreement unless otherwise
specifically provided.

ARTICLE II

THE COMMITMENT AND THE LOANS

2.1 Commitment of the Bank. The Bank agrees, subject to the terms and conditions
of this Agreement, to make Revolving Credit Loans to the Company pursuant to
Section 2.4, from time to time from and including the Effective Date to but
excluding the Termination Date, not to exceed in aggregate principal amount at
any time outstanding the lesser of (a) the amount of the Borrowing Base as of
the date any such Loan is made and (b) the amount of the Commitment as of such
date.

2.2 Termination and Reduction of Commitment. The Company shall have the right to
terminate or reduce the Commitment at any time and from time to time, provided
that (a) the Company shall give notice not less than three Business Days of such
termination or reduction to the Bank specifying the amount and effective date
thereof, (b) each partial reduction of the Commitment shall be in a minimum
amount of $1,000,000 and in an integral multiple of $500,000, (c) no such
termination or reduction shall be permitted with respect to any portion of the
Commitment as to which a request for a Loan pursuant to Section 2.4 is then
pending, and (d) the Commitment may not be terminated if any Loans are then
outstanding and may not be reduced below the principal amount of Loans then
outstanding.

2.3 Fees. (a) The Company agrees to pay to the Bank a commitment fee on the
daily average unused amount of the Commitment, for the period from the Effective
Date to but excluding the Termination Date, at a rate equal to one-quarter of
one percent (1/4 of 1%) per annum. Accrued commitment fees shall be payable
quarterly in arrears on the last Business Day of each March, June, September and
December, commencing on the first such Business Day occurring after the
Effective Date and on the Termination Date.

(b) The Company further agrees to pay to the Bank a facility fee in the amount
of $25,000. Such facility fee shall be payable on or prior to the Effective
Date.

(c) The Company further agrees to pay to the Bank a fee immediately upon the
aggregate outstanding principal amount of the Loans falling below $10,000,000 at
any time that is after the



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initial Loan is made under this Agreement but prior to the first anniversary of
the date of this Agreement, including without limitation upon any reduction or
termination of the Commitment under Section 2.2. Such fee shall be in the amount
of (i) $250,000 if the aggregate outstanding principal amount of the Loans falls
below $10,000,000 on or before the date that occurs six months after the date of
this Agreement or (ii) $125,000 if the aggregate outstanding principal amount of
the Loans falls below $10,000,000 after the date that occurs six months after
the date of this Agreement; provided that such fee shall not be payable if all
or any portion of the revolving credit facility provided under this Agreement is
then being replaced by a securitization completed by Banc One Capital Markets,
Inc. The Company agrees that amounts payable pursuant to this Section 2.3(c) are
a reasonable pre-estimate of loss and not a penalty. Such amounts are payable as
liquidated damages for the loss of bargain and payment of such amounts shall not
in any way reduce, affect or impair any other obligations of the Company under
this Agreement.

2.4 Disbursement of Loans . (a) The Company shall give the Bank notice of its
request for each Loan in substantially the form of Exhibit C hereto not later
than 1:00 p.m., Detroit time (i) three Eurodollar Business Days prior to the
date such Loan is requested to be made if such Loan is to be made as a
Eurodollar Rate Loan, and (ii) on the date such Loan is requested to be made in
all other cases, which notice shall specify whether a Eurodollar Rate Loan or
Floating Rate Loan is requested and, in the case of each requested Eurodollar
Rate Loan, the Interest Period to be initially applicable to such Loan. Subject
to the terms and conditions of this Agreement, the proceeds of each such
requested Loan shall be made available to the Company by depositing the proceeds
thereof, in immediately available funds, in an account maintained and designated
by the Company at the Bank.

(b) All Revolving Credit Loans made under this Section 2.4 shall be evidenced by
the Revolving Credit Note, and all such Loans shall be due and payable and bear
interest as provided in Article III. The Bank is hereby authorized by the
Company to record on the schedule attached to its Note, or in its books and
records, the date, and amount and type of each Loan and the duration of the
related Interest Period (if applicable), the amount of each payment or
prepayment of principal thereon, and the other information provided for on such
schedule, which schedule or books and records, as the case may be, shall
constitute prima facie evidence of the information so recorded, provided,
however, that failure of the Bank to record, or any error in recording, any such
information shall not relieve the Company of its obligation to repay the
outstanding principal amount of the Revolving Credit Loans, all accrued interest
thereon and other amounts (but only to the extent not erroneously recorded)
payable with respect thereto in accordance with the terms of the Revolving
Credit Note and this Agreement. Subject to the terms and conditions of this
Agreement, the Company may borrow Revolving Credit Loans under this Section 2.4,
prepay Revolving Credit Loans pursuant to Section 3.1 and reborrow Revolving
Credit Loans under this Section 2.4.

2.5 Conditions for First Loan. The obligation of the Bank to make the first Loan
hereunder is subject to receipt by the Bank of the following documents and
completion of the following matters, in form and substance satisfactory to the
Bank:

(a) Charter Documents. Certificates of recent date of the appropriate authority
or official of the Company's and the Guarantor's respective states of
incorporation listing all charter documents of the Company and the Guarantor,
respectively, on file in that office and certifying as to the good



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standing and corporate existence of the Company and the Guarantor, respectively,
together with copies of such charter documents of the Company and the Guarantor,
certified as of a recent date by such authority or official and certified as
true and correct as of the Effective Date by a duly authorized officer of the
Company and the Guarantor, respectively;

(b) By-Laws and Corporate Authorizations. Copies of the by-laws of the Company
and the Guarantor, respectively, together with all authorizing resolutions and
evidence of other corporate action taken by the Company and the Guarantor to
authorize the execution, delivery and performance by the Company and the
Guarantor of this Agreement, the Revolving Credit Note and the Security
Documents to which the Company and the Guarantor, respectively, is a party and
the consummation by the Company and the Guarantor, respectively, of the
transactions contemplated hereby and thereby, certified as true and correct as
of the Effective Date by a duly authorized officer of the Company and the
Guarantor, respectively;

(c) Incumbency Certificates. Certificates of incumbency of the Company and the
Guarantor, respectively, containing, and attesting to the genuineness of, the
signatures of those officers authorized to act on behalf of the Company and the
Guarantor, respectively, in connection with this Agreement, the Revolving Credit
Notes and the Security Documents to which the Company and the Guarantor,
respectively, is a party and the consummation by the Company and the Guarantor
of the transactions contemplated hereby and thereby, certified as true and
correct as of the Effective Date by a duly authorized officer of the Company and
the Guarantor, respectively;

(d) Note. The Revolving Credit Note duly executed on behalf of the Company;

(e) Security Documents. The Guaranty and a Security Agreement duly executed on
behalf of the Guarantor and a Security Agreement and the Pledge Agreement duly
executed on behalf of the Company, granting to the Bank the collateral and
security intended to be provided pursuant to Section 2.11, together with a
control agreement among the Bank, MNB and the Company duly executed on behalf of
MNB and the Company, relating to the pledged account under the Pledge Agreement,
and evidence of the recordation, filing and other action (including payment of
any applicable taxes or fees) in such jurisdictions as the Bank may deem
necessary or appropriate with respect to the Security Documents, including the
filing of financing statements and similar documents which the Bank may deem
necessary or appropriate to create, preserve or perfect the liens, security
interests and other rights intended to be granted to the Bank thereunder,
including financing statements in favor of the Bank identifying the Company and
the Guarantor as the debtors, together with Uniform Commercial Code record
searches in such offices as the Bank may request;

(f) Legal Opinions. The favorable written opinion of counsel for the Company and
the Guarantor with respect to such matters as the Bank may reasonably request;

(g) Intercreditor Agreement. An intercreditor agreement, in form and substance
satisfactory to the Bank, duly executed on behalf of the Company and MNB;

(h) Consents, Approvals, Etc. Copies of all governmental and nongovernmental
consents, approvals, authorizations, declarations, registrations or filings, if
any, required on the part of the Company or the Guarantor in connection with the
execution, delivery and performance of this Agreement, the Revolving Credit Note
or the Security Documents or the transactions


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contemplated hereby or as a condition to the legality, validity or
enforceability of this Agreement, the Revolving Credit Note or any of the
Security Documents, certified as true and correct and in full force and effect
as of the Effective Date by a duly authorized officer of the Company and the
Guarantor, respectively, or if none is required, a certificate of such officers
to that effect;

(i) Fees. The facility fee described in Section 2.3(b);

(j) Subordination Agreements; Copies of Subordinated Notes. Subordination
agreements, in form and substance satisfactory to the Bank, duly executed on
behalf of all holders of Indebtedness required by the Bank to be Subordinated
Debt or otherwise intended by the Company to be Subordinated Debt, including
without limitation such subordination agreements of Steve Toth, Jr., Trustee,
Terry Sparks, Margaret A. Toth, Trustee, Tom Marquis and Terry Davis, together
with copies of the promissory notes evidencing the Subordinated Debt and
displaying the legend required by the subordination agreements;

(k) Ford ESP Agreements. Copies of all agreements and documents between the
Company and Ford relating to the ESP, or between the Company and Ford dealers
relating to the ESP (all of such agreements and documents, collectively, the
"Ford Agreements"), including without limitation the agreements under the
proposal document dated June 30, 2000, titled "Ford Extended Service Plan
Deferred-Payment Plan Administration", accepted by Ford and the Company as
evidenced by the writing with that heading and the sub-headings
"Duties/Responsibilities" and "Term" signed and dated on behalf of the Company
on August 10, 2000 and on behalf of Ford on August 11, 2000, and under the
document title "FINAL Direct Mail Program Ford Extended Service Plan-Alternative
Payment Program Transaction Flow and Financial Rules" signed and dated on behalf
of Ford and the Company on September 14, 2000, the document titled "FINAL Dealer
Payment Program Ford Extended Service Plan-Alternative Payment Program
Transaction Flow and Financial Rules" signed and accepted on behalf of the
Company and Ford on September 14, 2000, and the document titled "FINAL Internet
Payment Program Ford Extended Service Plan-Alternative Payment Program
Transaction Flow and Financial Rules" signed and dated on behalf of the Company
and Ford on September 28, 2000, along with the standard forms of all agreements,
contracts, contract provisions and other documents between Ford or the Company
and ESP customers, or provided to such customers by Ford or the Company, all of
the foregoing certified as true and complete by a duly authorized officer of the
Company;

(l) Trust Documents. Certified copies of the trust agreements and all amendments
for all trusts that are holders of Subordinated Debt; and

(m) Miscellaneous. Such other documents, and completion of such other matters,
as the Bank may reasonably request.

2.6 Further Conditions for Borrowing. The obligation of the Bank to make any
Loan (including the first Loan), or any continuation or conversion under Section
2.7, is further subject to the satisfaction of the following conditions
precedent:

(a) The representations and warranties contained in Article IV hereof and in the
Security Documents shall be true and correct in all material respects on and as
of the date such Loan is



<PAGE>


made, or continued or converted, as the case may be (both before and after such
Loan is made, or continued or converted, as the case may be), as if such
representations and warranties were made on and as of such date;

(b) No Event of Default or Default shall exist or shall have occurred and be
continuing on the date such Loan is made, or continued or converted, as the case
may be (whether before or after such Loan is made, or continued or converted, as
the case may be); and

(c) The Bank shall have received a Borrowing Base Certificate prepared as of the
close of business on the last Business Day of the month immediately preceding
the date such Loan is requested to be made, or continued or converted, as the
case may be, together with the supporting schedules and other information
described in Section 5.1(d)(v).

The Company shall be deemed to have made a representation and warranty to the
Bank at the time of the making of, and the continuation or conversion of, each
Loan to the effects set forth in clauses (a) and (b) of this Section 2.6. For
purposes of this Section 2.6, the representations and warranties contained in
Section 4.6 hereof shall be deemed made with respect to both the financial
statements referred to therein and the most recent financial statements
delivered pursuant to Section 5.1(d)(ii) and (iii).

2.7 Subsequent Elections as to Loans. The Company may elect (a) to continue a
Eurodollar Rate Loan, or a portion thereof, as a Eurodollar Rate Loan or (b) to
convert a Eurodollar Rate Loan, or a portion thereof, to a Floating Rate Loan or
(c) to convert a Floating Rate Loan, or a portion thereof, to a Eurodollar Rate
Loan, in each case by giving notice thereof to the Bank in substantially the
form of Exhibit D hereto not later than 1:00 p.m. Detroit time three Eurodollar
Business Days prior to the date any such continuation of or conversion to a
Eurodollar Rate Loan is to be effective and not later than 1:00 p.m. Detroit
time on the date such continuation or conversion is to be effective in all other
cases, provided that an outstanding Eurodollar Rate Loan may only be converted
on the last day of the then current Interest Period with respect to such Loan,
and provided, further, if a continuation of a Loan as, or a conversion of a Loan
to, a Eurodollar Rate Loan is requested, such notice shall also specify the
Interest Period to be applicable thereto upon such continuation or conversion.
If the Company shall not timely deliver such a notice with respect to any
outstanding Eurodollar Rate Loan, the Company shall be deemed to have elected to
convert such Eurodollar Rate Loan to a Floating Rate Loan on the last day of the
then current Interest Period with respect to such Loan.

2.8 Limitation of Requests and Elections. Notwithstanding any other provision of
this Agreement to the contrary, if, upon receiving a request for a Eurodollar
Rate Loan pursuant to Section 2.4, or a request for a continuation of a
Eurodollar Rate Loan as a Eurodollar Rate Loan or a request for a conversion of
a Floating Rate Loan to a Eurodollar Rate Loan pursuant to Section 2.7, (a)
deposits in Dollars for periods comparable to the Interest Period elected by the
Company are not available to the Bank in the London interbank market, or (b) the
applicable interest rate will not adequately and fairly reflect the cost to the
Bank of making, funding or maintaining its related Eurodollar Rate Loan or (c)
by reason of national or international financial, political or economic
conditions or by reason of any applicable law, treaty, rule or regulation
(whether domestic or foreign) now or hereafter in effect, or the interpretation
or administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by the Bank with any
guideline, request or directive of such authority (whether or not having the




<PAGE>

force of law), including without limitation exchange controls, it is
impracticable, unlawful or impossible for the Bank (i) to make or fund the
relevant Eurodollar Rate Loan or (ii) to continue such Eurodollar Rate Loan as a
Eurodollar Rate Loan or (iii) to convert a Loan to such a Eurodollar Rate Loan,
then the Company shall not be entitled, so long as such circumstances continue,
to request a Eurodollar Rate Loan pursuant to Section 2.4 or a continuation of
or conversion to a Eurodollar Rate Loan pursuant to Section 2.4. In the event
that such circumstances no longer exist, the Bank shall again consider requests
for Eurodollar Rate Loans pursuant to Section 2.4, and requests for
continuations of and conversions to Eurodollar Rate Loans pursuant to Section
2.7.

2.9 Minimum Amounts; Limitation on Number of Borrowings. Except for (a) Loans
and conversions thereof which exhaust the entire remaining amount of the
Commitment, (b) payments required pursuant to Section 3.1(c), and (c) payments
required pursuant Section 3.7, each Eurodollar Rate Loan and each continuation
of or conversion to a Eurodollar Rate Loan pursuant to Section 2.7 shall be in a
minimum amount of $1,000,000 and in an integral multiple of $100,000, and each
Floating Rate Loan and each continuation of or conversion to a Floating Rate
Loan pursuant to Section 2.7, and each prepayment thereof, shall be in a minimum
amount of $100,000 and in an integral multiple of $10,000. The aggregate number
of Eurodollar Rate Loans outstanding at any one time under this Agreement may
not exceed five.

2.10 Borrowing Base Adjustments. The Company agrees that if at any time any ESP
contract fails to constitute an Eligible Receivable for any reason, the Bank
may, at any time and notwithstanding any prior classification of eligibility,
classify such ESP contract as ineligible and exclude the same from the
computation of the Borrowing Base without in any way impairing the Bank's
security interest or other rights in and to the same under the Security
Documents.

2.11 Security and Collateral. To secure the payment when due of the Revolving
Credit Note and all other obligations of the Company under this Agreement to the
Bank, the Company shall execute and deliver, or cause to be executed and
delivered, to the Bank Security Documents granting the following:

(a) Security interests in all present and future personal property assets of the
Company.

(b) The Guarantee of the Guarantor.

(c) Security interests in all present and future personal property assets of the
Guarantor.

(d) All other security and collateral described in the Security Documents.

Any of the Company's other property in which the Bank has a security interest to
secure payment or performance of any other Indebtedness to the Bank shall also
secure payment of the Loans.

ARTICLE III

PAYMENTS AND PREPAYMENTS OF LOANS

3.1 Principal Payments and Prepayments. (a) Unless earlier payment is required
under this Agreement, the Company shall pay to the Bank on the Termination Date
the entire outstanding principal amount of the Loans.




<PAGE>

(b) Subject to Section 2.9, the Company may at any time and from time to time
prepay all or a portion of the Loans, without premium or penalty, provided that
(i) the Company may not prepay any portion of any Loan as to which an election
for a continuation of or a conversion to a Eurodollar Rate Loan is pending
pursuant to Section 2.7, and (ii) unless earlier payment is required under this
Agreement, any Eurodollar Rate Loan may only be prepaid on the last day of the
then current Interest Period with respect to such Loan.

(c) If at any time the aggregate outstanding principal amount of the Loans shall
exceed the then Borrowing Base, the Company shall forthwith pay to the Bank an
amount not less than the amount of such excess for application to the
outstanding principal amount of the Loans.

3.2 Interest Payments. The Company shall pay interest to the Bank on the unpaid
principal amount of each Loan, for the period commencing on the date such Loan
is made until such Loan is paid in full, on each Interest Payment Date and at
maturity (whether at stated maturity, by acceleration or otherwise), and
thereafter on demand, at the following rates per annum:

(a) During such periods that such Loan is a Floating Rate Loan, the Floating
Rate.

(b) During such periods that such Loan is a Eurodollar Rate Loan, the Eurodollar
Rate applicable to such Loan for each related Eurodollar Interest Period.

Notwithstanding the foregoing paragraphs (a) and (b), the Company shall pay
interest on demand at the Overdue Rate on the outstanding principal amount of
any Loan and any other amount payable by the Company hereunder (other than
interest) which is not paid in full when due (whether at stated maturity, by
acceleration or otherwise) for the period commencing on the due date thereof
until the same is paid in full.

3.3 Payment Method. (a) All payments to be made by the Company hereunder will be
made in Dollars and in immediately available funds to the Bank at the principal
office of the Bank specified in Section 7.2 not later than 1:00 p.m. Detroit
time on the date on which such payment shall become due. Payments received after
1:00 p.m. Detroit time shall be deemed to be payments made prior to 1:00 p.m.
Detroit time on the next succeeding Business Day. The Company hereby authorizes
the Bank to charge its account with the Bank in order to cause timely payment of
amounts due hereunder to be made (subject to sufficient funds being available in
such account for that purpose).

(b) At the time of making each such payment, the Company shall, subject to the
other terms and conditions of this Agreement, specify to the Bank those Loans or
other obligations of the Company hereunder to which such payment is to be
applied. In the event that the Company fails to so specify the relevant
obligation or if an Event of Default shall have occurred and be continuing, the
Bank may apply such payments as it may determine in its sole discretion to
obligations of the Company to the Bank arising under this Agreement or
otherwise.

3.4 No Setoff or Deduction. All payments of principal and interest on the Loans
and other amounts payable by the Company hereunder shall be made by the Company
without setoff or counterclaim, and free and clear of, and without deduction or
withholding for, or on account of, any present or future taxes, levies, imposts,
duties, fees, assessments, or other charges of




<PAGE>

whatever nature, imposed by any governmental authority, or by any department,
agency or other political subdivision or taxing authority.

3.5 Payment on Non-Business Day; Payment Computations. Except as otherwise
provided in this Agreement to the contrary, whenever any installment of
principal of, or interest on, any Loan or any other amount due hereunder becomes
due and payable on a day which is not a Business Day, the maturity thereof shall
be extended to the next succeeding Business Day and, in the case of any
installment of principal, interest shall be payable thereon at the rate per
annum determined in accordance with this Agreement during such extension.
Computations of interest and other amounts due under this Agreement (including
but not limited to commitment fees) shall be made on the basis of a year of 365
or 366 days, as the case may be (or 360 days when determining the Eurodollar
Rate), for the actual number of days elapsed, including the first day but
excluding the last day of the relevant period.

3.6 Additional Costs. (a) In the event that any applicable law, treaty, rule or
regulation (whether domestic or foreign) now or hereafter in effect and whether
or not presently applicable to the Bank, or any interpretation or administration
thereof by any governmental authority charged with the interpretation or
administration thereof, or compliance by the Bank with any guideline, request or
directive of any such authority (whether or not having the force of law), shall
(i) affect the basis of taxation of payments to the Bank of any amounts payable
by the Company under this Agreement (other than taxes imposed on the overall net
income of the Bank, by the jurisdiction, or by any political subdivision or
taxing authority of any such jurisdiction, in which the Bank has its principal
office), or (ii) shall impose, modify or deem applicable any reserve, special
deposit or similar requirement against assets of, deposits with or for the
account of, or credit extended by the Bank, or (iii) shall impose any other
condition with respect to this Agreement, the Commitment, the Revolving Credit
Note or the Loans, and the result of any of the foregoing is to increase the
cost to the Bank of making, funding or maintaining any Eurodollar Rate Loan or
to reduce the amount of any sum receivable by the Bank thereon, then the Company
shall pay to the Bank, from time to time, upon request by the Bank, additional
amounts sufficient to compensate the Bank for such increased cost or reduced sum
receivable to the extent the Bank is not compensated therefor in the computation
of the interest rate applicable to such Eurodollar Rate Loan. A statement as to
the amount of such increased cost or reduced sum receivable, prepared in good
faith and in reasonable detail by the Bank and submitted by the Bank to the
Company, shall be conclusive and binding for all purposes absent manifest error
in computation.

(b) In the event that any applicable law, treaty, rule or regulation (whether
domestic or foreign) now or hereafter in effect and whether or not presently
applicable to the Bank, or any interpretation or administration thereof by any
governmental authority charged with the interpretation or administration
thereof, or compliance by the Bank with any guideline, request or directive of
any such authority (whether or not having the force of law), including any
risk-based capital guidelines, affects or would affect the amount of capital
required or expected to be maintained by the Bank (or any corporation
controlling the Bank) and the Bank determines that the amount of such capital is
increased by or based upon the existence of the Bank's obligations hereunder and
such increase has the effect of reducing the rate of return on the Bank's (or
such controlling corporation's) capital as a consequence of such obligations
hereunder to a level below that which the Bank (or such controlling corporation)
could have achieved but for such circumstances (taking into consideration its
policies with respect to capital adequacy) by an



<PAGE>

amount deemed by the Bank to be material, then the Company shall pay to the
Bank, from time to time, upon request by the Bank, additional amounts sufficient
to compensate the Bank (or such controlling corporation) for any increase in the
amount of capital and reduced rate of return which the Bank reasonably
determines to be allocable to the existence of the Bank's obligations hereunder.
A statement as to the amount of such compensation, prepared in good faith and in
reasonable detail by the Bank and submitted by the Bank to the Company, shall be
conclusive and binding for all purposes absent manifest error in computation.

3.7 Illegality and Impossibility. In the event that any applicable law, treaty,
rule or regulation (whether domestic or foreign) now or hereafter in effect and
whether or not presently applicable to the Bank, or any interpretation or
administration thereof by any governmental authority charged with the
interpretation or administration thereof, or compliance by the Bank with any
guideline, request or directive of such authority (whether or not having the
force of law), including without limitation exchange controls, shall make it
unlawful or impossible for the Bank to maintain any Eurodollar Rate Loan under
this Agreement, the Company shall, upon receipt of notice thereof from the Bank,
repay in full the then outstanding principal amount of each Eurodollar Rate Loan
so affected, together with all accrued interest thereon to the date of payment
and all amounts owing to the Bank under Section 3.8, (a) on the last day of the
then current Interest Period applicable to such Loan if the Bank may lawfully
continue to maintain such Loan to such day, or (b) immediately if the Bank may
not continue to maintain such Loan to such day.

3.8 Indemnification. If the Company makes any payment of principal with respect
to any Eurodollar Rate Loan on any other date than the last day of an Interest
Period applicable thereto (whether pursuant to Section 3.1(c), Section 3.7,
Section 6.2 or otherwise), or if the Company fails to borrow any Eurodollar Rate
Loan after notice has been given to the Bank in accordance with Section 2.4, or
if the Company fails to make any payment of principal or interest in respect of
a Eurodollar Rate Loan when due, the Company shall reimburse the Bank on demand
for any resulting loss or expense incurred by the Bank, including without
limitation any loss incurred in obtaining, liquidating or employing deposits
from third parties. A statement as to the amount of such loss or expense,
prepared in good faith and in reasonable detail by the Bank and submitted by the
Bank to the Company, shall be conclusive and binding for all purposes absent
manifest error in computation. Calculation of all amounts payable to the Bank
under this Section 3.8 shall be made as though the Bank shall have actually
funded or committed to fund the relevant Eurodollar Rate Loan through the
purchase of an underlying deposit in an amount equal to the amount of such Loan
and having a maturity comparable to the related Interest Period and through the
transfer of such deposit to a domestic office of the Bank in the United States
of America; provided, however, that the Bank may fund any Eurodollar Rate Loan
in any manner it sees fit and the foregoing assumption shall be utilized only
for the purpose of calculation of amounts payable under this Section 3.8.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Each of the Company and the Guarantor represents and warrants that:





<PAGE>

4.1 Corporate Existence and Power. Each of the Company and the Guarantor is a
corporation duly organized, validly existing and in good standing under the laws
of the State of Georgia, and is duly qualified to do business, and is in good
standing, in all additional jurisdictions where such qualification is necessary
under applicable law. Each of the Company and the Guarantor has all requisite
corporate power to own or lease the properties used in its business and to carry
on its business as now being conducted and as proposed to be conducted, and to
execute and deliver this Agreement, the Revolving Credit Note and the Security
Documents to which it is a party and to engage in the transactions contemplated
by this Agreement.

4.2 Corporate Authority. The execution, delivery and performance by each of the
Company and the Guarantor of this Agreement, the Revolving Credit Note and the
Security Documents to which it is a party have been duly authorized by all
necessary corporate action and are not in contravention of any law, rule or
regulation, or any judgment, decree, writ, injunction, order or award of any
arbitrator, court or governmental authority, or of the terms of the Company's or
the Guarantor's charter or by-laws, or of any contract or undertaking to which
the Company or the Guarantor is a party, or by which the Company or the
Guarantor or their respective property may be bound or affected, and will not
result in the imposition of any Lien except for Permitted Liens.

4.3 Binding Effect. This Agreement is, and the Revolving Credit Note and the
Security Documents to which the Company or the Guarantor is a party when
delivered hereunder will be, legal, valid and binding obligations of the Company
or the Guarantor, respectively, enforceable against the Company or the
Guarantor, as the case may be, in accordance with their respective terms.

4.4 Subsidiaries. Schedule 4.4 hereto correctly sets forth the corporate name,
jurisdiction of organization and ownership of each Subsidiary of the Guarantor,
including without limitation all Subsidiaries of the Company.

4.5 Litigation. Except as set forth in Schedule 4.5 hereto, there is no action,
suit or proceeding pending or, to the best of the Company's knowledge,
threatened against or affecting the Company or the Guarantor before or by any
court, governmental authority or arbitrator, which if adversely decided might
result, either individually or collectively, in any material adverse change in
the business, properties, operations or condition, financial or otherwise, of
the Company or the Guarantor or in any material adverse effect on the legality,
validity or enforceability of this Agreement, the Revolving Credit Note or any
Security Document and, to the best of the Company's knowledge, there is no basis
for any such action, suit or proceeding.

4.6 Financial Condition. The consolidated balance sheet of the Guarantor and its
Subsidiaries and the consolidated statements of income, retained earnings and
cash flow of the Guarantor and its Subsidiaries for the fiscal year ended
September 30, 2000, and the interim consolidated balance sheet and interim
consolidated statements of income, retained earnings and cash flow of the
Guarantor, as of or for the six-month period ended on March 31, 2001, copies of
which have been furnished to the Bank, fairly present, and the financial
statements of the Guarantor and its Subsidiaries delivered pursuant to Section
5.1(d) will fairly present, the consolidated financial position of the Guarantor
and its Subsidiaries as at the respective dates thereof, and the consolidated
results of operations of the Guarantor and its Subsidiaries for the respective
periods indicated, all in accordance with generally accepted accounting
principles consistently applied



<PAGE>

(subject, in the case of said interim statements, to year-end audit
adjustments). There has been no material adverse change in the business,
properties, operations or condition, financial or otherwise, of the Guarantor or
the Company since September 30, 2000 other than changes publicly disclosed in
the Guarantor's 10Q filing dated as of March 31, 2001. There is no material
Contingent Liability of the Company that is not reflected in such financial
statements or in the notes thereto.

4.7 Use of Loans. The Company will use the proceeds of the Loans to finance ESP
contracts. Neither the Guarantor nor the Company extends or maintains, in the
ordinary course of business, credit for the purpose, whether immediate,
incidental, or ultimate, of buying or carrying margin stock (within the meaning
of Regulation U of the Board of Governors of the Federal Reserve System), and no
part of the proceeds of any Loan will be used for the purpose, whether
immediate, incidental, or ultimate, of buying or carrying any such margin stock
or maintaining or extending credit to others for such purpose. After applying
the proceeds of the Loans, such margin stock will not constitute more than 25%
of the value of the assets (either of the Company alone or of the Company and
the Guarantor on a consolidated basis) that are subject to any provisions of
this Agreement or any Security Document that may cause the Loans to be deemed
secured, directly or indirectly, by margin stock.

4.8 Consents, Etc. Except for such consents, approvals, authorizations,
declarations, registrations or filings delivered by the Company pursuant to
Section 2.5(h), if any, each of which is in full force and effect, no consent,
approval or authorization of or declaration, registration or filing with any
governmental authority or any nongovernmental person or entity, including
without limitation any creditor, lessor or stockholder of the Company or the
Guarantor, is required on the part of the Company or the Guarantor in connection
with the execution, delivery and performance of this Agreement, the Revolving
Credit Note, the Security Documents or the transactions contemplated hereby or
as a condition to the legality, validity or enforceability of this Agreement,
the Revolving Credit Note or any of the Security Documents.

4.9 Taxes. The Company and the Guarantor have filed all tax returns (federal,
state and local) required to be filed and have paid all taxes shown thereon to
be due, including interest and penalties, or have established adequate financial
reserves on their respective books and records for payment thereof. Neither the
Company nor the Guarantor knows of any actual or proposed tax assessment or any
basis therefor, and no extension of time for the assessment of deficiencies in
any federal or state tax has been granted by the Company or the Guarantor.

4.10 Title to Properties. Except as otherwise disclosed in the latest balance
sheet delivered pursuant to Section 4.6 or 5.1(d) of this Agreement, the
Guarantor, the Company or one or more of the Guarantor's other Subsidiaries have
good and marketable fee simple title to all of the real property, and a valid
and indefeasible ownership interest in all of the other properties and assets
(including, without limitation, the collateral subject to the Security Documents
to which the Guarantor or the Company is a party), reflected in said balance
sheet or subsequently acquired by the Guarantor, the Company or any such other
Subsidiary. All of such properties and assets are free and clear of any Lien
except for Permitted Liens.

4.11 ESP Contracts. (a) All ESP contracts included in Eligible Receivables
comply in all respects with the requirements therefor set forth in the
definition of the term "Eligible Receivables", the computation of the Borrowing
Base set forth in each Borrowing Base Certificate is true and



<PAGE>

correct, and each ESP contract included in the Borrowing Base:

(i) Shall contain customary and enforceable provisions such that the rights and
remedies of the Company shall be adequate for realization of the benefits of the
assignment made by Ford to the Company with respect thereto;

(ii) Shall provide for monthly installment payments over a term not longer than
18 months, and shall, within five Business Days of becoming 60 days past due, be
requested by the Company to be cancelled by Ford;

(iii) Shall have been executed in substantially the form furnished to the Bank
under Section 2.5(k), and shall not have been amended or modified in any
respect;

(iv) Shall be entered into by a customer approved in accordance with the
standard practices of the Company as in place on the Effective Date; and

(v) Shall comply in all material respects with all requirements of applicable
federal, state and local laws, and regulations thereunder, including usury laws,
consumer credit laws, insurance premium finance laws, contract liability
insurance requirements and all related regulations.

(b) The Company has a good, valid and enforceable right to all payments due and
rights to payments under each ESP contract included in the Borrowing Base free
and clear of all Liens, no such ESP contract nor any payment thereunder or other
interest therein has been sold, transferred, assigned or pledged by Ford or the
Company to any person other than the Company or the Bank, and no such ESP
contract has been originated in, or shall be subject to the laws of, any
jurisdiction under which the Company's rights in such ESP contract or the Bank's
security interest in such ESP contract pursuant to this Agreement and the
Security Documents would be unlawful, void, voidable (other than pursuant to the
customer's right to cancel the contract at any time) or subject to satisfaction
of any unfulfilled condition or requirement.

(c) All filings and other actions, including filings under the Uniform
Commercial Code, necessary in any jurisdiction to grant and perfect such
security interest of the Bank, shall have been made.

4.12 ERISA. The Company, the Guarantor, their ERISA Affiliates and their
respective Plans are in compliance in all material respects with those
provisions of ERISA and of the Code which are applicable with respect to any
Plan. No Prohibited Transaction and no Reportable Event has occurred with
respect to any Plan. None of the Company, the Guarantor or any of the ERISA
Affiliates is an employer with respect to any Multiemployer Plan. The Company,
the Guarantor and their ERISA Affiliates have met the minimum funding
requirements under ERISA and the Code with respect to each of their respective
Plans, if any, and have not incurred any liability to the PBGC or any Plan. The
execution, delivery and performance of this Agreement, the Revolving Credit Note
and the Security Documents do not constitute a Prohibited Transaction. There is
no material Unfunded Benefit Liability, determined in accordance with Section
4001(a)(18) of ERISA, with respect to any Plan.

4.13 Company Regulations. The Company has all material licenses, permits,
approvals, consents, authorizations and insurance (collectively,
"Authorizations") required by any governmental authority in order to engage in
the business of financing extended service plans in any


<PAGE>

jurisdiction in which the Company does business. All such Authorizations are in
full force and effect, the Company is in compliance with the terms and
conditions thereof and with all laws, rules, regulations and orders of any such
governmental authority applicable to it, and no revocation or termination of any
such Authorization has occurred, is pending or, to the best of the Company's
knowledge, is threatened.

ARTICLE V

COVENANTS

5.1 Affirmative Covenants. Each of the Company and the Guarantor covenants and
agrees that, until the Termination Date and thereafter until payment in full of
the principal of and accrued interest on the Revolving Credit Note and the
performance of all other obligations of the Company under this Agreement, unless
the Bank shall otherwise consent in writing, each of them shall:

(a) Preservation of Corporate Existence, Etc. Do or cause to be done all things
necessary to preserve, renew and keep in full force and effect its legal
existence and its qualification as a foreign corporation in good standing in
each jurisdiction in which such qualification is necessary under applicable law
and the rights, licenses, permits, Authorizations, franchises, patents,
copyrights, trademarks and trade names material to the conduct of its
businesses; and defend all of the foregoing against all claims, actions,
demands, suits or proceedings at law or in equity or by or before any
governmental instrumentality or other agency or regulatory authority.

(b) Compliance with Laws, Etc. Comply in all material respects with all
applicable laws, rules, regulations and orders of any governmental authority
whether federal, state, local or foreign (including without limitation ERISA and
the Code), in effect from time to time; and pay and discharge promptly when due
all taxes, assessments and governmental charges or levies imposed upon it or
upon its income, revenues or property, before the same shall become delinquent
or in default, as well as all lawful claims for labor, materials and supplies or
otherwise, which, if unpaid, might give rise to Liens upon such properties or
any portion thereof, except to the extent that payment of any of the foregoing
is then being contested in good faith by appropriate legal proceedings and with
respect to which adequate financial reserves have been established on the books
and records of the Company or the Guarantor, as the case may be.

(c) Maintenance of Properties; Insurance. Maintain, preserve and protect all
property that is material to the conduct of the business of the Company or the
Guarantor, as the case may be, and keep such property in good repair, working
order and condition and from time to time make, or cause to be made all needful
and proper repairs, renewals, additions, improvements and replacements thereto
necessary in order that the business carried on in connection therewith may be
properly conducted at all times in accordance with customary and prudent
business practices for similar businesses; and, in addition to that insurance
required under the Security Documents, maintain in full force and effect
insurance with responsible and reputable insurance companies or associations in
such amounts, on such terms and covering such risks, including fire and other
risks insured against by extended coverage, as is usually carried by companies
engaged in similar businesses and owning similar properties similarly situated
and maintain in full force and effect





<PAGE>

public liability insurance, insurance against claims for personal injury or
death or property damage occurring in connection with any of its activities or
any of any properties owned, occupied or controlled by it, in such amount as it
shall reasonably deem necessary, and maintain such other insurance as may be
required by law or as may be reasonably requested by the Bank for purposes of
assuring compliance with this Section 5.1(c).

(d) Reporting Requirements. Furnish to the Bank the following:

(i) Promptly and in any event within three calendar days after becoming aware of
the occurrence of (A) any Event of Default or Default, (B) the commencement of
any material litigation against, by or affecting the Company or the Guarantor,
and any material developments therein, or (C) entering into any material
contract or undertaking that is not entered into in the ordinary course of
business, or (D) any development in the business or affairs of the Company or
the Guarantor which has resulted in, or which is likely in the reasonable
judgment of the Company to result in, a material adverse change in the business,
properties, operations or condition, financial or otherwise, of the Company or
the Guarantor, a statement of the chief financial officer of the Guarantor
setting forth details of each such Event of Default or Default and such
litigation, material contract or undertaking or development and the action which
the Company or the Guarantor, as the case may be, has taken and proposes to take
with respect thereto;

(ii) As soon as available and in any event within 60 days after the end of each
of the first three fiscal quarters of each fiscal year of the Company, the
balance sheet of the Company as of the end of such quarter, and the related
statements of income, retained earnings and cash flows of the Company for the
period commencing at the end of the previous fiscal year and ending with the end
of such quarter, setting forth in each case in comparative form the
corresponding figures for the corresponding date or period of the preceding
fiscal year, all in reasonable detail and duly certified (subject to year-end
audit adjustments) by the chief financial officer of the Company, together with
a certificate of such officer stating that no Event of Default or Default has
occurred and is continuing or, if an Event of Default or Default has occurred
and is continuing, a statement setting forth the details thereof and the action
which the Company has taken and proposes to take with respect thereto;

(iii) As soon as available and in any event within 60 days after the end of each
of the first three fiscal quarters of each fiscal year of the Guarantor, the
consolidated balance sheet of the Guarantor and its Subsidiaries as of the end
of such quarter, and the related consolidated statements of income, retained
earnings and cash flows of the Guarantor and its Subsidiaries for the period
commencing at the end of the previous fiscal year and ending with the end of
such quarter, setting forth in each case in comparative form the corresponding
figures for the corresponding date or period of the preceding fiscal year, all
in reasonable detail and duly certified (subject to year-end audit adjustments)
by the chief financial officer of the Guarantor, together with a certificate of
such officer stating that a computation (which computation shall accompany such
certificate and shall be in reasonable detail) showing compliance with Section
5.2(a), (b), (c) and (d) hereof is in conformity with the terms of this
Agreement;

(iv) As soon as available and in any event within 120 days after the end of each
fiscal year of the Company, a copy of the balance sheet of the Company as of the
end of such fiscal year and the related statements of income, retained earnings
and cash flows of the Company for such fiscal year, with a customary audit
report of independent certified public accountants selected by the





<PAGE>

Company and acceptable to the Bank, without qualifications unacceptable to the
Bank, together with (A) a certificate of the chief financial officer of the
Company stating that no Event of Default or Default has occurred and is
continuing or, if an Event of Default or Default has occurred and is continuing,
a statement setting forth the details thereof and the action which the Company
has taken and proposes to take with respect thereto, and (B) a report by such
public accountants of their audit of the Company's ESP contracts and the
Company's methods and practices with respect to determining and calculating the
Borrowing Base from time to time, together with such related information as any
Bank may reasonably request;

(v) As soon as available and in any event within 120 days after the end of each
fiscal year of the Guarantor, a copy of the consolidated balance sheet of the
Guarantor and its Subsidiaries as of the end of such fiscal year and the related
consolidated statements of income, retained earnings and cash flows of the
Guarantor and its Subsidiaries for such fiscal year, with a customary audit
report of independent certified public accountants selected by the Guarantor and
acceptable to the Bank, without qualifications unacceptable to the Bank,
together with a certificate of the chief financial officer of the Company
stating that a computation (which computation shall accompany such certificate
and shall be in reasonable detail) showing compliance with Section 5.2(a), (b),
(c) and (d) hereof is in conformity with the terms of this Agreement;

(vi) Promptly after the sending or filing thereof, copies of all reports, proxy
statements and financial statements which the Guarantor or any of its
Subsidiaries sends to or files with any of their respective security holders or
any securities exchange or the Securities and Exchange Commission or any
successor agency thereof;

(vii) No later than ten Business Days after the end of each month, (A) a
Borrowing Base Certificate prepared as of the close of business on the last
Business Day of such month, together with supporting schedules, in form and
detail satisfactory to the Bank, setting forth such information as the Bank may
request with respect to the aging, value and other information relating to the
computation of the Borrowing Base and the eligibility of any ESP contracts
included in such computation, certified as true and correct by the chief
financial officer of the Company, and (B) a report on the ESP contract
receivables of the Company, including aging information and such other
information as the Bank may reasonably request;

(ix) Promptly and in any event within 10 days after receipt, a copy of any
management letter or comparable analysis prepared by the auditors for the
Guarantor or the Company; and

(x) Promptly, such other information respecting the business, properties,
operations or condition, financial or otherwise, of the Guarantor or the Company
as the Bank may from time to time reasonably request.

(e) Accounting, Access to Records, Books, Etc. Maintain a system of accounting
established and administered in accordance with sound business practices to
permit preparation of financial statements in accordance with generally accepted
accounting principles and to comply with the requirements of this Agreement and,
at any reasonable time and from time to time, (i) permit the Bank or any agents
or representatives thereof to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Company and
the Guarantor, and to discuss the affairs, finances and accounts of the Company
and the Guarantor with their respective directors, officers, employees and
independent auditors, and by this provision the






<PAGE>

Company and the Guarantor do hereby authorize such persons to discuss such
affairs, finances and accounts with the Bank, and (ii) permit the Bank or any of
its agents or representatives to conduct a comprehensive field audit of its
books, records, properties and assets, including without limitation all
collateral subject to the Security Documents. The Company shall compensate the
Bank for such audits performed (A) not more frequently than annually or (B) at
any time any Event of Default has occurred and is continuing, in accordance with
the Bank's schedule of fees as amended from time to time.

(f) Further Assurances. Promptly execute and deliver, upon request therefor by
the Bank, all further instruments and documents and take all further action that
may be necessary or desirable, or that the Bank may request, in order to give
effect to, and to aid in the exercise and enforcement of the rights and remedies
of the Bank under, this Agreement, the Revolving Credit Note and the Security
Documents.

(g) ESP Contract Payments Lockbox and MNB Account. Promptly and in good faith
negotiate with the Bank to establish a lockbox under the control of the Bank
into which all ESP contract payments that are made by mail are directed (and
only such ESP contract payments), and, prior to establishment of such lockbox,
direct MNB to deposit all such ESP contract payments that it receives into MNB
account number 596314322-6, which shall at all times be subject to the Pledge
Agreement and related control agreement among the Bank, MNB and the Company. (h)
Additional Covenants. This covenant governs any instrument or agreement relating
to or amending any terms or conditions applicable to any Indebtedness of the
Company (each a "Debt Instrument"), whether such Debt Instrument is now existing
or subsequently entered into by the Company. If any Debt Instrument contains any
covenant, term (excluding pricing terms) or condition or default not
substantially provided for in this Agreement or more favorable to the lender or
lenders thereunder than those provided for in this Agreement (each a "More
Favorable Provision"), such More Favorable Provision shall be incorporated by
reference in this Agreement as if set forth fully herein, mutatis mutandis, (a)
as of the date of this Agreement if such Debt Instrument is now existing, or (b)
as of the effective date of the Debt Instrument if the Company subsequently
enters into such Debt Instrument. No amendment, other modification, termination
or expiration of any More Favorable Provision shall alter or otherwise affect
such provision as incorporated herein, except that any modification which makes
such provision become more favorable to the applicable lender shall be
incorporated herein in addition to (and not in lieu of) the provisions which it
replaces. Nothing in this Section 5.1(h) shall limit or otherwise affect the
requirements of any other provision of this Agreement, the Note or any other
Security Document.

5.2 Negative Covenants. Until the Termination Date and thereafter until payment
in full of the principal of and accrued interest on the Revolving Credit Note
and the performance of all other obligations of the Company under this
Agreement, each of the Company and the Guarantor agrees that, unless the Bank
shall otherwise consent in writing neither of them shall:

(a) Tangible Capital Funds. Permit or suffer consolidated Tangible Capital Funds
of the Guarantor and its Subsidiaries to be less than $25,000,000 at any time.

(b) Total Liabilities to Tangible Capital Funds. Permit or suffer the ratio of
(i) consolidated Total Liabilities of the Guarantor and its Subsidiaries less
consolidated Subordinated Debt of the





<PAGE>

Guarantor and its Subsidiaries to (ii) consolidated Tangible Capital Funds of
the Guarantor and its Subsidiaries to be greater than 2.50 to 1.00 at any time.

(c) Debt Service Coverage Ratio. Permit or suffer the ratio of consolidated
EBITDA of the Guarantor and its Subsidiaries to consolidated Debt Service of the
Guarantor and its Subsidiaries to be less than 1.25 to 1.00 at any time; such
ratio to be determined as of the end of each fiscal quarter of the Guarantor for
the period of four fiscal quarters of the Guarantor then ended, with the first
determination to be as of the end of the fiscal quarter of the Guarantor ending
on or about June 30, 2001.

(d) Current Ratio. Permit or suffer the ratio of consolidated Current Assets of
the Guarantor and its Subsidiaries to consolidated Current Liabilities of the
Guarantor and its Subsidiaries to be less than 1.00 to 1.00 at any time. (e)
Indebtedness. Create, incur, assume or in any manner become liable in respect
of, or suffer to exist, any Indebtedness other than:

(i) The Loans and other Indebtedness to the Bank, including without limitation
Rate Management Obligations;

(ii) Indebtedness which is secured by one or more Liens permitted by Section
5.2(f)(v) hereof; provided that for any fiscal year of the Guarantor, the
aggregate principal amount of Indebtedness permitted under this clause (ii)
incurred by the Company and the Guarantor during such fiscal year (including
without limitation the principal component of obligations under Capital Leases)
plus the aggregate principal amount of Indebtedness permitted under clause (iv)
below incurred by the Company and the Guarantor during such fiscal year shall
not exceed $300,000;

(iii) The Indebtedness described in Schedule 5.2(e) hereto, having the same
terms as those existing on the date of this Agreement, but no extension or
renewal thereof shall be permitted except as set forth on such Schedule; and

(iv) Other Indebtedness; provided that for any fiscal year of the Guarantor, the
aggregate principal amount of Indebtedness permitted under this clause (iv)
incurred by the Company and the Guarantor during such fiscal year plus the
aggregate principal amount of Indebtedness permitted under clause (ii) above
(including without limitation the principal component of obligations under
Capital Leases) incurred by the Company and the Guarantor during such fiscal
year shall not exceed $300,000; and

(v) Subordinated Debt.

(f) Liens. Create, incur or suffer to exist any Lien on any of its assets,
rights, revenues or property, real, personal or mixed, tangible or intangible,
whether now owned or hereafter acquired, other than:

(i) Liens for taxes not delinquent or for taxes being contested in good faith by
appropriate proceedings and as to which adequate financial reserves have been
established on its books and records;



<PAGE>

(ii) Liens (other than any Lien imposed by ERISA) created and maintained in the
ordinary course of business which would not have a material adverse effect on
the business or operations of the Company or the Guarantor and which constitute
(A) pledges or deposits under worker's compensation laws, unemployment insurance
laws or similar legislation, (B) good faith deposits in connection with bids,
tenders, contracts or leases to which the Company or the Guarantor is a party
for a purpose other than borrowing money or obtaining credit, including rent
security deposits, (C) liens imposed by law, such as those of carriers,
warehousemen and mechanics, if payment of the obligation secured thereby is not
yet due, (D) Liens securing taxes, assessments or other governmental charges or
levies not yet subject to penalties for nonpayment, and (E) pledges or deposits
to secure public or statutory obligations of the Company or the Guarantor, as
the case may be, or surety, customs or appeal bonds to which the Company or the
Guarantor, as the case may be, is a party;

(iii) Liens affecting real property which constitute minor survey exceptions or
defects or irregularities in title, minor encumbrances, easements or
reservations of, or rights of others for, rights of way, sewers, electric lines,
telegraph and telephone lines and other similar purposes, or zoning or other
restrictions as to the use of such real property, provided that all of the
foregoing, in the aggregate, do not at any time materially detract from the
value of said properties or materially impair their use in the operation of the
businesses of the Company or the Guarantor;

(iv) Liens created pursuant to the Security Documents and Liens expressly
permitted by the Security Documents;

(v) Any Lien created to secure payment of a portion of the purchase price of any
tangible fixed asset acquired by the Company or the Guarantor may be created or
suffered to exist upon such fixed asset if the outstanding principal amount of
the Indebtedness secured by such Lien does not at any time exceed the purchase
price paid by the Company or the Guarantor for such fixed asset and the
requirements of Section 5.2(e)(ii) above are met, provided that such Lien does
not encumber any other asset at any time owned by the Company or the Guarantor,
and provided, further, that not more than one such Lien shall encumber such
fixed asset at any one time; and

(vi) Each Lien described in Schedule 5.2(f) hereto may be suffered to exist upon
the same terms as those existing on the date hereof, but no extension or renewal
thereof shall be permitted except as set forth on such Schedule.

(g) Merger; Acquisitions; Etc. Purchase or otherwise acquire, whether in one or
a series of transactions, all or a substantial portion of the business assets,
rights, revenues or property, real, personal or mixed, tangible or intangible,
of any person, or all or a substantial portion of the capital stock of or other
ownership interest in any other person; nor create any Subsidiaries; nor merge
or consolidate or amalgamate with any other person or take any other action
having a similar effect, nor enter into any joint venture or similar arrangement
with any other person; provided that this Section 5.2(g) shall not prohibit the
creation of a new bankruptcy remote Subsidiary of the Company in connection with
doing an asset securitization of ESP contract payments, subject to the other
terms and conditions of this Agreement.

(h) Disposition of Assets; Etc. Sell, lease, license, transfer, assign or
otherwise dispose of all or a substantial portion of its business, assets,
rights, revenues or property, real, personal or mixed, tangible or intangible,
whether in one or a series of transactions, other than (i) inventory sold in





<PAGE>

the ordinary course of business upon customary credit terms and sales of scrap
or obsolete material or equipment and (ii) with the Bank's written consent which
shall not be unreasonably withheld.

(i) [Reserved]

(j) Dividends and Other Restricted Payments. Make, pay, declare or authorize any
dividend, payment or other distribution in respect of any class of its capital
stock or any dividend, payment or distribution in connection with the
redemption, purchase, retirement or other acquisition, directly or indirectly,
of any shares of its capital stock, other than such dividends, payments or other
distributions to the extent payable solely in shares of the capital stock of the
Company or the Guarantor, as the case may be.

(k) Investments, Loan and Advances. Purchase or otherwise acquire any capital
stock of or other ownership interest in, or debt securities of or other
evidences of Indebtedness of, any other person; nor make any loan or advance of
any of its funds or property or make any other extension of credit to, or make
any investment or acquire any interest whatsoever in, any other person; nor
incur any Contingent Liability; other than (i) extensions of trade credit made
in the ordinary course of business on customary credit terms and commission,
travel and similar advances made to officers and employees in the ordinary
course of business, (ii) commercial paper of any United States issuer having the
highest rating then given by Moody's Investors Service, Inc., or Standard &
Poor's Corporation, direct obligations of and obligations fully guaranteed by
the United States of America, or certificates of deposit of any commercial bank
which is a member of the Federal Reserve System and which has capital, surplus
and undivided profit (as shown on its most recently published statement of
condition) aggregating not less than $100,000,000, provided, however, that each
of the foregoing investments has a maturity date not later than 270 days after
the acquisition thereof by the Company or the Guarantor, as the case may be,
(iii) those investments, loans, advances and other transactions described in
Schedule 5.2(k) hereto, having the same terms as existing on the date of this
Agreement, but no extension or renewal thereof shall be permitted except as set
forth on such Schedule, and (iv) other investments, loans and advances in an
aggregate amount not exceeding $300,000 at any time.

(l) Transactions with Affiliates. Enter into, become a party to, or become
liable in respect of, any contract or undertaking with any Affiliate except in
the ordinary course of business and on terms not less favorable to the Company
or the Guarantor, as the case may be, than those which could be obtained if such
contract or undertaking were an arm's length transaction with a person other
than an Affiliate.

(m) Inconsistent Agreements. Enter into any agreement containing any provision
which would be violated or breached by this Agreement or any of the transactions
contemplated hereby or by performance by the Company or the Guarantor of its
obligations in connection therewith.

ARTICLE VI

DEFAULT

6.1 Events of Default. The occurrence of any one of the following events or
conditions shall be deemed an "Event of Default" hereunder unless waived
pursuant to Section 7.1:




<PAGE>

(a) Nonpayment. The Company shall fail to pay when due any principal of the
Revolving Credit Note, or the Company shall fail to pay any interest on the
Revolving Credit Note or any fees or any other amount payable hereunder and such
failure to pay interest or fees or any other amount (other than principal) shall
remain unremedied for three (3) Business Days;

(b) Misrepresentation. Any representation or warranty made by the Company or the
Guarantor in Article IV hereof or in any Security Document or any other
certificate, report, financial statement or other document furnished by or on
behalf of the Company or the Guarantor in connection with this Agreement, shall
prove to have been incorrect in any material respect when made or deemed made;

(c) Certain Covenants. The Company or the Guarantor shall fail to perform or
observe any term, covenant or agreement contained in Article V hereof and, in
the case of any failure under Sections 5.1(a) through (f) and 5.2(f), such
failure shall remain unremedied for 10 calendar days after the earlier of notice
thereof given to the Company by the Bank or the date on which the Company knows
or reasonably should have known of the existence thereof;

(d) Other Defaults. The Company or the Guarantor shall fail to perform or
observe any other term, covenant or agreement contained in this Agreement or in
any Security Document, and any such failure shall remain unremedied for 15
calendar days after notice thereof shall have been given to the Company by the
Bank (or such longer or shorter period of time as may be specified in such
Security Document);

(e) Other Indebtedness. The Company or the Guarantor shall fail to pay any part
of the principal of, the premium, if any, or the interest on, or any other
payment of money due under any of its Indebtedness (other than Indebtedness
hereunder), beyond any period of grace provided with respect thereto, including
without limitation any such Indebtedness to MNB; or if the Company or the
Guarantor fails to perform or observe any other term, covenant or agreement
contained in any agreement, document or instrument evidencing or securing any
such other Indebtedness, or under which any such other Indebtedness was issued
or created, or if any event of default shall occur under any such agreement,
document or instrument, beyond any period of grace, if any, provided with
respect thereto if the effect of such failure is either (i) to cause, or permit
the holders of such Indebtedness (or a trustee on behalf of such holders) to
cause, any payment in respect of such Indebtedness to become due prior to its
due date or (ii) to permit the holders of such Indebtedness (or a trustee on
behalf of such holders) to elect a majority of the board of directors of the
Company or the Guarantor;

(f) Judgments. One or more judgments or orders for the payment of money in an
aggregate amount greater than $50,000 shall be rendered against the Company or
the Guarantor, or any other judgment or order (whether or not for the payment of
money) shall be rendered against or shall affect the Company or the Guarantor
which causes or could cause a material adverse change in the business,
properties, operations or condition, financial or otherwise, of the Company or
the Guarantor or which does or could have a material adverse effect on the
legality, validity or enforceability of this Agreement, the Revolving Credit
Note or any Security Document, and either (i) such judgment or order shall have
remained unsatisfied and the Company or the Guarantor, as the case may be, shall
not have taken action necessary to stay enforcement thereof by reason of pending
appeal or otherwise, prior to the expiration of the applicable period of
limitations for taking such action or, if such action shall have been taken, a






<PAGE>

final order denying such stay shall have been rendered, or (ii) enforcement
proceedings shall have been commenced by any creditor upon any such judgment or
order;

(g) ERISA. The occurrence of a Reportable Event that results in or could result
in liability of the Company, the Guarantor or any ERISA Affiliate to the PBGC or
to any Plan and such Reportable Event is not corrected within thirty (30) days
after the occurrence thereof; or the occurrence of any Reportable Event which
could constitute grounds for termination of any Plan by the PBGC or for the
appointment by the appropriate United States District Court of a trustee to
administer any Plan and such Reportable Event is not corrected within thirty
(30) days after the occurrence thereof; or the filing by the Company, the
Guarantor or any ERISA Affiliate of a notice of intent to terminate a Plan or
the institution of other proceedings to terminate a Plan; or the Company, the
Guarantor or any ERISA Affiliate shall fail to pay when due any liability to the
PBGC or to a Plan; or the PBGC shall have instituted proceedings to terminate,
or to cause a trustee to be appointed to administer, any Plan; or any person
engages in a Prohibited Transaction with respect to any Plan which results in or
could result in liability of the Company, the Guarantor, any ERISA Affiliate,
any Plan of the Company, the Guarantor or any of their ERISA Affiliates or any
fiduciary of any Plan; or failure by the Company, the Guarantor or any of their
ERISA Affiliates to make a required installment or other payment to any Plan
within the meaning of Section 302(f) of ERISA or Section 412(n) of the Code that
results in or could result in liability of the Company, the Guarantor or any
ERISA Affiliate to the PBGC or any Plan; or the withdrawal of the Company, the
Guarantor or any ERISA Affiliate from a Plan during a plan year in which it was
a "substantial employer" as defined in Section 4001(a)(2) of ERISA; or the
Company, the Guarantor or any ERISA Affiliate becomes an employer with respect
to any Multiemployer Plan without the prior written consent of the Bank;

(h) Insolvency, Etc. The Company or the Guarantor shall be dissolved or
liquidated (or any judgment, order or decree therefor shall be entered), or
shall generally not pay its debts as they become due, or shall admit in writing
its inability to pay its debts generally, or shall make a general assignment for
the benefit of creditors, or shall institute, or there shall be instituted
against the Company or the Guarantor, any proceeding or case seeking to
adjudicate it a bankrupt or insolvent or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief or composition of it
or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief or protection of debtors or seeking the entry of an order for relief,
or the appointment of a receiver, trustee, custodian or other similar official
for it or for any substantial part of its assets, rights, revenues or property,
and, if such proceeding is instituted against the Company or the Guarantor and
is being contested by the Company or the Guarantor, as the case may be, in good
faith by appropriate proceedings, such proceeding shall remain undismissed or
unstayed for a period of 60 days; or the Company or the Guarantor shall take any
action (corporate or other) to authorize or further any of the actions described
above in this subsection;

(i) Security Documents, Etc. Any event of default described in any Security
Document shall have occurred and be continuing (after giving effect to any
applicable grace period), or any material provision of any Security Document
shall at any time for any reason cease to be valid and binding and enforceable
against any obligor thereunder, or the validity, binding effect or
enforceability thereof shall be contested by any person, or any obligor shall
deny that it has any or further liability or obligation thereunder, or any
Security Document shall be terminated,





<PAGE>

invalidated or set aside, or be declared ineffective or inoperative or in any
way cease to give or provide to the Bank the benefits purported to be created
thereby, or the Bank in good faith deems itself insecure; or

(j) Control. The Guarantor shall cease to own directly or indirectly, free and
clear of all Liens, 100% of the securities of the Company of each class having
ordinary voting power for the election of directors (other than securities which
have such power only by reason of the happening of the contingency), or any
person other than the Guarantor shall possess, directly or indirectly, the power
to direct or cause the direction of the management and policies of the Company,
whether through the ownership of voting securities or by contract of otherwise;
or

(k) Ford Agreements. All or any portion of the Ford Agreements shall be
cancelled or terminated (which shall not be deemed to include any amendment,
extension, renewal, restatement or other modification of any of the Ford
Agreements in the ordinary course of the Company's businesss on terms no less
favorable to the Company than the terms of the Ford Agreements as in effect on
the Effective Date).

6.2 Remedies.

(a) Upon the occurrence and during the continuance of any Event of Default, the
Bank may by notice to the Company (i) terminate the Commitment or (ii) declare
the outstanding principal of, and accrued interest on, the Revolving Credit Note
and all other amounts owing under this Agreement to be immediately due and
payable, or both, whereupon the Commitment shall terminate forthwith and all
such amounts shall become immediately due and payable, as the case may be,
provided that in the case of any event or condition described in Section 6.1(h)
with respect to the Company, the Commitment shall automatically terminate
forthwith and all such amounts shall automatically become immediately due and
payable without notice; in all cases without demand, presentment, protest,
diligence, notice of dishonor or other formality, all of which are hereby
expressly waived.

(b) The Bank may, in addition to the remedies provided in Section 6.2(a),
exercise and enforce any and all other rights and remedies available to it,
whether arising under this Agreement, the Revolving Credit Notes or any Security
Document or under applicable law, in any manner deemed appropriate by the Bank,
including suit in equity, action at law, or other appropriate proceedings,
whether for the specific performance of any covenant or agreement contained in
this Agreement or in the Revolving Credit Note or any Security Document or in
aid of the exercise of any power granted in this Agreement, the Revolving Credit
Note or any Security Document.

(c) Upon the occurrence and during the continuance of any Event of Default, the
Bank may at any time and from time to time, without notice to the Company (any
requirement for such notice being expressly waived by the Company) set off and
apply against any and all of the obligations of the Company now or hereafter
existing under this Agreement any and all deposits (general or special, time or
demand, provisional or final) at any time held and other indebtedness at any
time owing by such Bank to or for the credit or the account of the Company and
any property of the Company from time to time in possession of such Bank,
irrespective of whether or not the Bank shall have made any demand hereunder and
although such obligations may be contingent and unmatured. The Company hereby
grants to the Bank a lien on and security interest in all such






<PAGE>

deposits, indebtedness and property as collateral security for the payment and
performance of the obligations of the Company under this Agreement. The rights
of the Bank under this Section 6.2(c) are in addition to other rights and
remedies (including, without limitation, other rights of setoff) which the Bank
may have.

ARTICLE VII

MISCELLANEOUS

7.1 Amendments, Etc. No amendment, modification, termination or waiver of any
provision of this Agreement nor any consent to any departure therefrom shall be
effective unless the same shall be in writing and signed by the Company and the
Bank. Any such amendment, waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given.

7.2 Notices. (a) Except as otherwise provided in Section 7.2(c) hereof, all
notices and other communications hereunder shall be in writing and shall be
delivered or sent to the Company at 41000 Woodward Avenue, Bloomfield Hills,
Michigan 48304-2263, Attention: Kevin Movius Facsimile No. (248) 646-3233, and
to the Bank at 235 Sheldon Road, Plymouth, Michigan 48170, Attention: Timothy D.
Hanchett, Facsimile No. (734) 454-7730, or to such other address as may be
designated by the Company or the Bank by notice to the other party hereto. All
notices and other communications shall be deemed to have been given at the time
of actual delivery thereof to such address, or, unless sooner delivered, (i) if
sent by certified or registered mail, postage prepaid, to such address, on the
third day after the date of mailing, or (ii) if sent by facsimile transmission,
upon confirmation of receipt by telephone at the number specified for
confirmation.

(b) Notices by the Company to the Bank with respect to a termination or any
reduction of the Commitment pursuant to Section 2.2, requests for Loans pursuant
to Section 2.4, requests for continuations or conversions of Loans pursuant to
Section 2.7, and notices of prepayment pursuant to Section 3.1, shall be
irrevocable and binding on the Company.

(c) Any notice to be given by the Company to the Bank pursuant to Sections 2.4,
2.7 or 3.1 and any notice to be given by the Bank hereunder, may be given by
telephone, and all such notices given by the Company must be immediately
confirmed in writing in the manner provided in Section 7.2(a). Any such notice
given by telephone shall be deemed effective upon receipt thereof by the party
to whom such notice is to be given. The Company shall indemnify and hold
harmless the Bank from any and all losses, damages, liabilities and claims
arising from its good faith reliance on any such telephone notice.

7.3 No Waiver By Conduct; Remedies Cumulative. No course of dealing on the part
of the Bank, nor any delay or failure on the part of the Bank in exercising any
right, power or privilege hereunder, shall operate as a waiver of such right,
power or privilege or otherwise prejudice the Bank's rights and remedies
hereunder; nor shall any single or partial exercise thereof preclude any further
exercise thereof or the exercise of any other right, power or privilege. No
right or remedy conferred upon or reserved to the Bank under this Agreement, the
Note or any Security Document is intended to be exclusive of any other right or
remedy, and every right and remedy shall be cumulative and in addition to every
other right or remedy granted thereunder or now or






<PAGE>

hereafter existing under any applicable law. Every right and remedy granted by
this Agreement, the Note or any Security Document or by applicable law to the
Bank may be exercised from time to time and as often as may be deemed expedient
by the Bank and, unless contrary to the express provisions of this Agreement,
the Note or any Security Document, irrespective of the occurrence or continuance
of any Default or Event of Default.

7.4 Reliance on and Survival of Various Provisions. All terms, covenants,
agreements, representa-tions and warranties of the Company or the Guarantor made
herein or in any Security Document or in any certificate, report, financial
statement or other document furnished by or on behalf of the Company, or the
Guarantor in connection with this Agreement shall be deemed to be material and
to have been relied upon by the Bank, notwithstanding any investigation
heretofore or hereafter made by the Bank or on the Bank's behalf, and those
covenants and agreements of the Company set forth in Section 3.6, 3.8 and 7.5
hereof shall survive the repayment in full of the Loans and the termination of
the Commitments.

7.5 Expenses; Indemnification. (a) The Company agrees to pay, or reimburse the
Bank for the payment of, on demand, (i) the reasonable fees and expenses of
counsel to the Bank, including without limitation the fees and expenses of
Dickinson Wright PLLC, in connection with the preparation, execution, delivery
and administration of this Agreement, the Note and the Security Documents and in
connection with advising the Bank as to its rights and responsibilities with
respect thereto, and in connection with any amendments, waivers or consents in
connection therewith, and (ii) all stamp and other taxes and fees payable or
determined to be payable in connection with the execution, delivery, filing or
recording of this Agreement, the Note, the Security Documents (or the
verification of filing, recording, perfection or priority thereof) or the
consummation of the transactions contemplated hereby, and any and all
liabilities with respect to or resulting from any delay in paying or omitting to
pay such taxes or fees, and (iii) all reasonable costs and expenses of the Bank
(including reasonable fees and expenses of counsel and whether incurred through
negotiations, legal proceedings or otherwise) in connection with any Default or
Event of Default or the enforcement of, or the exercise or preservation of any
rights under, this Agreement or the Note or any Security Document or in
connection with any refinancing or restructuring of the credit arrangements
provided under this Agreement.

(b) The Company hereby indemnifies and agrees to hold harmless the Bank, and its
officers, directors, employees and agents, from and against any and all claims,
damages, losses, liabilities, costs or expenses of any kind or nature whatsoever
(including reasonable attorneys fees and disbursements incurred in connection
with any investigative, administrative or judicial proceeding whether or not
such person shall be designated as a party thereto) which the Bank or any such
person may incur or which may be claimed against any of them by reason of or in
connection with entering into this Agreement or the transactions contemplated
hereby; provided, however, that the Company shall not be required to indemnify
the Bank or such other person to the extent, but only to the extent, that such
claim, damage, loss, liability, cost or expense is attributable to the gross
negligence or willful misconduct of the Bank.

7.6 Successors and Assigns. This Agree-ment shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns,
provided that the Company may not, without the prior consent of the Bank, assign
its rights or obligations hereunder or under the Note or any Security Document
and the Bank shall not be obligated to make any Loan hereunder to any entity
other than the Company. The Bank may provide, without any limitation





<PAGE>

whatsoever, any information or knowledge the Bank may have about the Company or
the Guarantor or any matter relating to this Agreement and any related documents
to Bank One Corporation, or any of its subsidiaries or affiliates or their
successors, or to any one or more purchasers or potential purchasers of this
agreement or any related documents, and the Company and the Guarantor waive any
right to privacy the either of them may have with respect to such matters. The
Company agrees that the Bank may at any time sell, assign or transfer one or
more interests or participations in all or any part of its rights or obligations
in this Agreement, the Loans, the Commitment, the Note and the Security
Documents to one or more purchasers whether or not related to the Bank.

7.7 Counterparts. This Agreement may be executed in any number of counterparts,
all of which taken together shall constitute one and the same instrument, and
any of the parties hereto may execute this Agreement by signing any such
counterpart.

7.8 Governing Law. This Agreement is a contract made under, and shall be
governed by and construed in accordance with, the law of the State of Michigan
applicable to contracts made and to be performed entirely within such State and
without giving effect to choice of law principles of such State. Each of the
Company, the Guarantor and the Bank further agree that any legal or equitable
action or proceeding with respect to this Agreement, the Note or any Security
Document or the transactions contemplated hereby may be brought in any court of
the State of Michigan, or in any court of the United States of America sitting
in Michigan, and each of the Company, the Guarantor and the Bank hereby submits
to and accepts generally and unconditionally the jurisdiction of those courts
with respect to its person and property, and, in the case of the Company and the
Guarantor, irrevocably consents to the service of process in connection with any
such action or proceeding by personal delivery to the Company or the Guarantor,
or by the mailing thereof by registered or certified mail, postage prepaid to
the Company or the Guarantor at its address for notices pursuant to Section 7.2.
Nothing in this paragraph shall affect the right of the Bank to serve process in
any other manner permitted by law or limit the right of the Bank to bring any
such action or proceeding against the Company or the Guarantor or any property
in the courts of any other jurisdiction. Each of the Company, the Guarantor and
the Bank hereby irrevocably waives any objection to the laying of venue of any
such action or proceeding in the above described courts.

7.9 Table of Contents and Headings. The table of contents and the headings of
the various subdivi-sions hereof are for the convenience of reference only and
shall in no way modify any of the terms or provisions hereof.

7.10 Construction of Certain Provisions. If any provision of this Agreement
refers to any action to be taken by any person, or which such person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such person, whether or not expressly
specified in such provision.

7.11 Integration and Severability. This Agreement, the Note and the Security
Documents embody the entire agreement and understanding the Company, the
Guarantor and the Bank, and supersede all prior agreements and understandings,
relating to the subject matter hereof. In case any one or more of the
obligations of the Company or the Guarantor under this Agreement, the Note or
any Security Document shall be invalid, illegal or unenforceable in any
jurisdiction, the validity, legality and enforceability of the remaining
obligations of the Company and the





<PAGE>

Guarantor shall not in any way be affected or impaired thereby, and such
invalidity, illegality or unenforceability in one jurisdiction shall not affect
the validity, legality or enforceability of the obligations of the Company under
this Agreement, the Note or any Security Document in any other jurisdiction.

7.12 Independence of Covenants. All covenants hereunder shall be given
independent effect so that if a particular action or condition is not permitted
by any such covenant, the fact that it would be permitted by an exception to, or
would be otherwise within the limitations of, another covenant shall not avoid
the occurrence of a Default or an Event of Default if such action is taken or
such condition exists.

7.13 Interest Rate Limitation. Notwithstanding any provisions of this Agreement,
the Note or any Security Document, in no event shall the amount of interest paid
or agreed to be paid by the Company exceed an amount computed at the highest
rate of interest permissible under applicable law. If, from any circumstances
whatsoever, fulfillment of any provision of this Agreement, the Note or any
Security Document at the time performance of such provision shall be due, shall
involve exceeding the interest rate limitation validly prescribed by law which a
court of competent jurisdiction may deem applicable hereto, then, ipso facto,
the obligations to be fulfilled shall be reduced to an amount computed at the
highest rate of interest permissible under applicable law, and if for any reason
whatsoever any Bank shall ever receive as interest an amount which would be
deemed unlawful under such applicable law such interest shall be automatically
applied to the payment of principal of the Loans outstanding hereunder (whether
or not then due and payable) and not to the payment of interest, or shall be
refunded to the Company if such principal and all other obligations of the
Company to the Bank have been paid in full.

8.15 WAIVER OF JURY TRIAL. THE BANK AND THE COMPANY, AFTER CONSULTING OR HAVING
HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVE ANY RIGHT EITHER OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY RELATED INSTRUMENT
OR AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT OR ANY
COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF
ANY OF THEM. NEITHER THE BANK NOR THE COMPANY SHALL SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED
WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR
RELINQUISHED BY ANY PARTY HERETO EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY SUCH
PARTY.

[The rest of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered on July 12, 2001, which shall be the Effective Date of
this Agreement, notwithstanding the day and year first above written.

The Company:





<PAGE>


VISUAL SERVICES, INC.

By:

Its:



The Guarantor:

VSI HOLDINGS, INC.*


By:

Its:


*Signing for the purposes of making to the Bank the representations and
warranties under Article IV and agreeing to be bound in favor of the Bank by the
covenants and agreements applicable to it under Articles V and VII, all as an
inducement to the Bank to enter into this Agreement.

The Bank:

BANK ONE, MICHIGAN

By:

Its:


</TEXT>
</DOCUMENT>
