NINTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT

THIS NINTH AMENDMENT TO EIGHTH AMENDED AND RESTATED LOAN AGREEMENT (the "Amendment") made and entered into as of the 22 day of November, 2006 (the “Dated Date”), but with an Effective Date as defined hereinafter, by and among DIRECT GENERAL FINANCIAL SERVICES, INC., a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 (f/k/a Direct Financial Services, Inc.) ("DGFS"), DIRECT GENERAL PREMIUM FINANCE COMPANY , a Tennessee corporation whose address is 1281 Murfreesboro Road, Nashville, Tennessee 37217 ("DGPFC"; DGFS and DGPFC may be referred to hereinafter either individually or collectively as "Borrower"), DIRECT GENERAL CORPORATION , a Tennessee corporation (formerly known as Direct Corporation) ("DGC"), DIRECT GENERAL INSURANCE AGENCY, INC. , a Tennessee corporation, DIRECT GENERAL INSURANCE AGENCY, INC. , an Arkansas corporation, DIRECT GENERAL INSURANCE AGENCY, INC. , a Mississippi corporation, DIRECT GENERAL INSURANCE AGENCY OF LOUISIANA, INC. , a Louisiana corporation, DIRECT GENERAL AGENCY OF KENTUCKY, INC. , a Kentucky corporation, DIRECT ADJUSTING COMPANY, INC. , a Tennessee corporation, DIRECT ADMINISTRATION, INC. , a Tennessee corporation, DIRECT GENERAL INSURANCE AGENCY, INC. , a Texas corporation, DIRECT GENERAL CONSUMER PRODUCTS, INC. , a Tennessee corporation, FIRST TENNESSEE BANK NATIONAL ASSOCIATION , a national banking association organized and existing under the statutes of the United States of America, with offices at 165 Madison Avenue, Memphis, Tennessee 38103 (in its agency capacity being herein referred to as "Agent," and in its individual capacity as "FTBNA"), for itself and as agent for the other Banks hereinafter named, CAPITAL ONE, N.A. (successor by merger to Hibernia National Bank), a national banking association organized and existing under the laws of the United States of America, with offices at 440 Third Street, Baton Rouge, Louisiana 70801 ("Capital One"), U.S. BANK NATIONAL ASSOCIATION , a national banking association (f/k/a U.S. Bank, N. A., which was f/k/a Mercantile Bank National Association) with offices located at 150 4 ^th Avenue N., Nashville, Tennessee 37219 ("U.S. Bank"), CAROLINA FIRST BANK , a state bank formed under the laws of the State of South Carolina with offices located at 104 S. Main, Greenville, South Carolina 29601 ("Carolina First"), JPMORGAN CHASE BANK, N.A. (successor by merger to Bank One, NA (Main Office Chicago)   a national banking association with offices located at 451 Florida Street, Mail Code LA2-2714, Baton Rouge, Louisiana 70801 ("JPMorgan"), REGIONS BANK , an Alabama state banking association with offices located at 417 N. 20 ^th Street, Birmingham, Alabama 35203 ("Regions"), NATIONAL CITY BANK OF KENTUCKY , a national banking association with offices located at 101 S. Fifth Street, 37 ^th Floor, Louisville, Kentucky 40202 ("National City Bank"), FIFTH THIRD BANK, N.A. (Tennessee) , a national banking association organized and existing under the laws of the United States of America, with offices located at 810 Crescent Centre Drive, Suite 160, Franklin, Tennessee 37067 ("Fifth Third"), and MIDFIRST BANK , a national banking association with offices located at 501 N.W. Grand Boulevard, Oklahoma City, Oklahoma 73118 ("MidFirst") (FTBNA, Capital One, U.S. Bank, Carolina First, JPMorgan, and Regions collectively, the "Original Banks") (the Original Banks, National City Bank, Fifth Third and MidFirst collectively the "Banks," and each individually, a "Bank").

Pursuant to that certain Eighth Amended and Restated Loan Agreement dated as of October 31, 2002 (the "Original Loan Agreement") among the Original Banks, DGFS and the other parties named therein, the Original Banks agreed to make loans and advances to DGFS on a revolving credit basis in an aggregate amount not to exceed One Hundred Fifteen Million Dollars ($115,000,000.00), evidenced by individual revolving credit notes to each Bank for the respective Facility Commitments set out in the Original Loan Agreement, each with a termination date of June 30, 2004 (collectively, the "October 2002 Notes").

Pursuant to that certain First Amendment to Eighth Amended and Restated Loan Agreement dated as of March 31, 2003 (the "First Amendment") among the Original Banks, DGFS and the other parties named therein, the Facility Commitment for Regions was increased to a maximum principal amount of Twenty-Five Million Dollars ($25,000,000.00), and the total Commitment of the Original Banks was increased to a maximum aggregate principal amount of One Hundred Twenty-Five Million Dollars ($125,000,000.00).

Pursuant to that certain Second Amendment to Eighth Amended and Restated Loan Agreement dated as of May 28, 2003 (the "Second Amendment") among the Original Banks, National City Bank, DGFS and the other parties named therein, the Facility Commitment for Carolina First was increased to a maximum principal amount of Fifteen Million Dollars ($15,000,000.00); the Facility Commitment for Bank One was increased to a maximum principal amount of Thirty-Five Million Dollars ($35,000,000.00); National City Bank was added as a Bank with a Facility Commitment of a maximum principal amount of Fifteen Million Dollars ($15,000,000.00); and the total Commitment of the Banks was increased to a maximum aggregate principal amount of One Hundred Sixty Million Dollars ($160,000,000.00).

Pursuant to that certain Third Amendment to Eighth Amended and Restated Loan Agreement dated as of June 30, 2003 (the "Third Amendment"") among the Banks, DGFS and the other parties named therein, the Facility Commitment for Hibernia (now known as Capital One) was increased to a maximum principal amount of Twenty Million Dollars ($20,000,000.00); the Facility Commitment for U.S. Bank was increased to a maximum principal amount of Thirty Million Dollars ($30,000,000.00); Fifth Third was added as a Bank with a Facility Commitment of a maximum principal amount of Ten Million Dollars ($10,000,000.00); and the total Commitment of the Banks was increased to a maximum aggregate principal amount of One Hundred Eighty Million Dollars ($180,000,000.00).

Pursuant to that certain Fourth Amendment to Eighth Amended and Restated Loan Agreement, dated on or about July 17, 2003 (the "Fourth Amendment") among the Banks, DGFS and the other parties named therein, the Loan Agreement was modified to allow DGC to pay dividends after the closing of its initial public offering of stock.

Pursuant to that certain Fifth Amendment to Eighth Amended and Restated Loan Agreement, dated as of November 26, 2003 (the "Fifth Amendment") among the Banks, DGFS and the other parties named therein, the Facility Commitment for FTBNA was increased to a maximum principal amount of Forty Million Dollars ($40,000,000.00), the total Commitment of the Banks was increased to a maximum aggregate principal amount of One Hundred Ninety Million Dollars ($190,000,000.00), and other modifications were made to the Loan Agreement.

Pursuant to that certain Sixth Amendment to Eighth Amended and Restated Loan Agreement, dated as of June 30, 2004 (the "Sixth Amendment"), among the Banks, DGFS, DGPFC and other parties named therein, DGPFC was added as a Borrower under the Banks' respective Facility Commitments, DGPFC was added as a party to the Loan Agreement, the Seventh Amended and Restated Security Agreement as defined therein, and to other documents evidencing or securing the Loan (the Loan Agreement and all security documents collectively referred to as the "Security Documents"), the Banks extended the maturity date of the Loan to June 30, 2007, and other modifications were made to the Loan Agreement, the Seventh Amended and Restated Security Agreement defined therein and certain other loan and security documents.

Pursuant to that certain Seventh Amendment to Eighth Amended and Restated Loan Agreement dated as of December 3, 2004 (the "Seventh Amendment"), DGFS and DGPFC obtained a Swing Line Loan up to an amount of Thirty Million Dollars ($30,000,000.00) from FTBNA as part of the credit facilities governed by the Loan Agreement.

Pursuant to that certain Eighth Amendment to Eighth Amended and Restated Loan Agreement dated as of June 30, 2006 (the “Eighth Amendment;” the Original Loan Agreement, as amended hereby, and by the First Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment, the Fifth Amendment, the Sixth Amendment, and the Seventh Amendment, referred to hereinafter as the "Loan Agreement"), the Banks agreed to extend the Loan Termination Date for their Facility Commitments, provide for future increases in certain of the Facility Commitments, admitted MidFirst Bank as a Bank hereunder, and made other modifications of the Loan Agreement, all as set forth in the Eighth Amendment.

The Banks have been asked to enter into a further amendment of the Loan Agreement in connection with the proposed Merger Transaction and the Bear Stearns Facilities (as such terms are defined in Section II below). The Banks have agreed to do so, provided that this Amendment shall only become effective on the Effective Date (as defined below).

NOW, THEREFORE, in consideration of the premises as set forth in the Recitals of Fact, the mutual covenants and agreements hereinafter set out, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed by the parties as follows:

     1.    All capitalized terms used and not defined herein shall have the meaning ascribed to them in the Loan Agreement.

     2.    To induce the Banks to enter into this Amendment, the Borrower does hereby absolutely and unconditionally, certify, represent and warrant to the Banks, and covenant and agree with the Banks, that:

     (a)    All representations and warranties made by the Borrower in the Loan Agreement, as amended hereby; in the Seventh Amended and Restated Security Agreement dated as of October 31, 2002, as thereafter amended from time to time, between the Borrower and Agent (the "Security Agreement"); and in all other loan documents (all of which are herein sometimes called the "Loan Documents"), are true, correct and complete in all material respects as of the date of this Amendment.

     (b)    As of the date hereof and with the execution of this Amendment, there are no existing events, circumstances or conditions which constitute, or would, with the giving of notice, lapse of time, or both, constitute Events of Default.

     (c)    There are no existing offsets, defenses or counterclaims to the obligations of the Borrowers as set forth in the New Notes, the Security Agreement, the Loan Agreement, or in any other Loan Document executed by the Borrower, in connection with the Loan.

     (d)    Neither Borrower has any existing claim for damages against the Banks arising out of or related to the Loan; and, if and to the extent (if any) that the Borrowers or any of them have or may have any such existing claim (whether known or unknown), the Borrower do each hereby forever release and discharge, in all respects, the Banks with respect to such claim.

     (e)    The Loan Documents, as amended by this Amendment, are valid, genuine, enforceable in accordance with their respective terms, and in full force and effect.

SECTION II -- LOAN AGREEMENT AMENDMENTS

     1.    The following definitions shall be added to Section 1.1 of the Loan Agreement in alphabetical order:

     (a)    “Bear Stearns Facilities” means, collectively, (i) the term loan facility in an aggregate original principal amount equal to $75,000,000, (ii) the revolving credit facility in an amount of $20,000,000, and (iii) any additional “incremental facility” borrowings up to $20,000,000, which facilities, in the case of clauses (i) and (ii) above, are contemplated to be entered into substantially simultaneously with the Merger Transaction among DGC and a group of lenders led by Bear Stearns Corporate Lending Inc. as Agent, in each case as amended, restated or otherwise modified or refinanced from time to time (such amendment, restatement, modification or refinancing to be made in compliance with the terms of the Intercreditor Agreement as hereinafter defined).

     (b)    “Bear Stearns Term Sheet” means the draft Bear Stearns Term Sheet dated November 22, 2006.

     (c)    “Holdings” means Elara Holdings, Inc., a Delaware corporation.

     (d)    “Intercreditor Agreem