LOAN AND SECURITY AGREEMENT BY AND AMONG WELLS FARGO PREFERRED CAPITAL, INC. AND SOUTHERN MANAGEMENT CORPORATION AND ITS SUBSIDIARIES AND AFFILIATES LISTED HEREIN AS BORROWERS TABLE OF CONTENTS TABLE OF CONTENTS

Exhibit 10.1

LOAN AND SECURITY AGREEMENT

BY AND AMONG

WELLS FARGO PREFERRED CAPITAL, INC.

AND

SOUTHERN MANAGEMENT CORPORATION

AND ITS SUBSIDIARIES AND AFFILIATES

LISTED HEREIN AS BORROWERS

TABLE OF CONTENTS

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LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT is made as of the 10 ^th day of December, 2007, by and among SOUTHERN MANAGEMENT CORPORATION, a corporation organized under the laws of the State of South Carolina with its chief executive office at 101 N. Main Street, Suite 400, Greenville, South Carolina 29601 (“Borrower Agent”), and the Persons listed on Schedule I attached hereto (collectively, the “Borrowers” and each individually is referred to as a “Borrower”), and WELLS FARGO PREFERRED CAPITAL, INC. (“WFPC”), an Iowa corporation with its principal office located at 800 Walnut Street, Des Moines, Iowa 50309.

BACKGROUND

Borrowers have requested and WFPC has agreed to make available to Borrowers a secured revolving credit facility in the initial amount of the Maximum Principal Amount, all on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties covenant and agree as follows:

ARTICLE 1

DEFINITIONS

Section 1.1 Certain Definitions . The terms defined in this Section 1.1, whenever used and capitalized in this Agreement shall, unless the context otherwise requires, have the respective meanings herein specified.

“ Acknowledgment and Waiver Agreements ” shall mean the acknowledgment and waiver agreements, in form and substance acceptable to WFPC, executed and delivered to WFPC by landlords, warehousemen or other Persons in possession of any Collateral or at whose premises any Collateral is located in substantially the form of Exhibit K .

“ Adjusted Tangible Net Worth ” means for the applicable period an amount equal to (a) Tangible Net Worth minus (b) Borrower’s aggregate Receivables more than 180 days contractually delinquent, minus (c) the amount by which the then minimum allowance for loan losses under Section 6.4(c) exceeds actual allowance for loan losses as reported on the most recent financial statements provided to WFPC.

“ Advance ” means each advance of the Loan made to Borrowers pursuant to Section 2.1 hereof.

“ Advance Rate ” shall mean 85%; provided such amount shall be adjusted on a monthly basis on the first Business Day of each calendar month commencing on January 2, 2008, to a percentage, based upon the Collateral Performance Indicator, as of the end of each month then most recently ended for which monthly reports have been delivered pursuant to Section 6.2:

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“ Affiliate ” means (i) any Person who or entity which directly or indirectly owns, controls or holds 10.0% or more of the outstanding beneficial interest in a Borrower; (ii) any entity of which 10.0% or more of the outstanding beneficial interest is directly or indirectly owned, controlled, or held by a Borrower; (iii) any entity which directly or indirectly is under common control with a Borrower; (iv) any officer, director, partner or employee of a Borrower or any Affiliate; or (v) any immediate family member of any Person who is an Affiliate. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“ Agreement ” means this Loan and Security Agreement and all exhibits and schedules hereto, as the same may be amended, modified or supplemented from time to time.

“ Annual Compliance Certificate ” means the certificate in substantially the form of Exhibit J attached hereto and made part hereof to be submitted by Borrowers to WFPC in accordance with Section 6.2 hereof.

“ Availability Statement ” means the certificate in substantially the form of Exhibit B attached hereto and made part hereof to be submitted by Borrowers to WFPC in accordance with the provisions of Section 2.1 and Section 3.3 hereof.

“ Bankruptcy Code ” means the United States Bankruptcy Code as now constituted or hereafter amended and any similar statute or law affecting the rights of debtors.

“ Bankruptcy Court ” means the United States Bankruptcy Court for the District of Delaware, or such other court having jurisdiction over the Chapter 11 Case.

“ Base Rate ” means for any date of determination the LIBOR Rate for such date.

“ Books and Records ” means, to the extent they exist, all of Borrowers’ original ledger cards, payment schedules, credit applications, contracts, lien and security instruments, guarantees relating in any way to the Collateral and other books and records or transcribed information of any type, whether expressed in electronic form in tapes, discs, tabulating runs, programs and similar materials now or hereafter in existence relating to the Collateral.

“ Borrower Agent ” has the meaning assigned to that term in the initial paragraph of this Agreement.

“ Borrowers’ Loan Account ” has the meaning assigned to that term in Section 2.1 of this Agreement.

“ Borrowing Base ” means, as of the date of determination, an amount equal to (a) the

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Advance Rate multiplied by (b) the aggregate balance of outstanding Eligible Receivables.

“ Business Day ” means any day except a Saturday, Sunday or other day on which national banks are authorized by law to close including, without limitation, United States federal government holidays.

“ Capital Base ” means the sum of Borrowers’ Adjusted Tangible Net Worth plus Subordinated Debt.

“ Chapter 11 Case ” means the Chapter 11 cases, jointly administered at case no. 03-13183 (PJW) et al, of Borrowers and Debtor Affiliates pursuant to the voluntary petitions for reorganization under the Bankruptcy Code with the Bankruptcy Court.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time, and regulations with respect thereto in effect from time to time.

“ Collateral ” means any and all rights and interests in or to Property of Borrowers, whether now owned or hereafter created or acquired, pledged from time to time as security for the Obligations, which shall specifically include, without limitation, all of the following with respect to each Borrower:

(a) All now owned and hereafter acquired, created, or arising Accounts and Receivables;

(b) All now owned or hereafter acquired Inventory and other Goods of every nature and kind, wherever located; and all accessions, additions, attachments, improvements, substitutions and replacements thereto and thereafter;

(c) All now owned and hereafter acquired, created or arising General Intangibles of every nature, kind and description, including, without limitation, customer lists, choses in action, claims, books, records, goodwill, patents and patent applications, copyrights, trademarks, tradenames, service marks, tradestyles, trademark applications, trade secrets, contracts, contract rights, royalties, licenses, franchises, deposits, license, franchise and royalty agreements, formulae, tax and any other types of refunds, returned and unearned insurance premiums, rights and claims under insurance policies including without limitation, credit insurance and key man life insurance policies, and computer information, software, records and data;

(d) All now owned and hereafter acquired Equipment wherever located, and all replacements, parts, accessions, substitutions and additions thereto;

(e) All now owned or hereafter acquired Fixtures, wherever located;

(f) All now owned and hereafter acquired, created or arising Chattel Paper, Instruments and Documents (including bills of lading, warehouse receipts and other documents of title) of every nature, kind and description;

(g) All now owned and hereafter acquired, created or arising Supporting Obligations and Letter-of-Credit Rights of every nature, kind and description;

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(h) All now existing and hereafter acquired or arising deposit accounts, reserves and credit balances of every nature, wherever located, and all documents and records associated therewith;

(i) All Property, now or hereafter in the possession of WFPC;

(j) All now owned or hereafter acquired Investment Property of every kind;

(k) All of now owned or hereafter acquired or created instruments, chattel paper, documents (including bills of lading, warehouse receipts and other documents of title), guarantees, letters of credit, rights of rescission, stoppage in transit, replevin, and reclamation, and returned, reclaimed and repossessed goods; and

(l) The accessions to, and substitutions for an all replacements, products and Proceeds (including, without limitation, insurance proceeds and insurance premiums), whether cash or non-cash, of all of the foregoing Property and interests in Property.

Notwithstanding the foregoing, and solely with respect to the grant of liens and security interests hereunder, the term “Collateral” shall not include (i) any lease, license or contract to which a Borrower is a party or any of such Borrower’s rights thereunder, if and for so long as the grant of such security interest shall constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license or contract (other than to the extent that any such term would be rendered ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or provisions) of any relevant jurisdiction or any other applicable law including the Bankruptcy Code, or principles of equity); provided, however, that, upon the termination or lapse of any such provision with respect to any such lease, license or contract, such Borrower shall, automatically and without the necessity of any further action on the part of such Borrower or any other Person, be deemed to have granted to WFPC a security interest in and Lien upon all of such Borrower’s right, title and interest in and to any such lease, license or contract and the same shall constitute Collateral hereunder, all as if such provision had never been effective, (ii) any asset to the extent such a grant would be prohibited by or result in a breach or termination of the terms of any documentation relating to such asset, or (iii) any real property or any interests therein; and provided further that nothing in this sentence shall limit or restrict the assignment or grant of a security interest by any Borrower in any cash or non-cash Proceeds of any such lease, license or contract.

“ Collateral Performance Indicator ” means as of the end of each calendar month period the sum of (i) (a) the monthly average of Receivables greater than 30 days contractually past due as of the last three calendar months, divided by (b) total Receivables and (ii) (a) net charge-offs for the six (6) month period ending on such date, divided by (b) average net Receivables outstanding during such six (6) month period, in each case determined on an annualized basis.

“ Collections ” means payment of principal, interest and fees on Receivables, the cash and non-cash proceeds realized from the enforcement of such Receivables and any security therefor, or the Collateral, proceeds of credit, group life or non-filing insurance, or proceeds of insurance on any real or personal property which is part of the collateral for the Receivables.

“ Commitment ” means the maximum principal amount which WFPC has agreed may be

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loaned to Borrowers as of such date, jointly and severally, pursuant to Article 2 hereof, being, on the date hereof, the Maximum Principal Amount as of such date.

“ Confirmation Order ” means that certain order entered by the Bankruptcy Court on April 3, 2007 confirming the Reorganization Plan.

“ Consumer Finance Laws ” means all applicable laws and regulations, federal, state and local, relating to the extension of consumer credit, and the creation of a security interest in personal property or a mortgage in real property in connection therewith, as the case may be, and laws with respect to protection of consumers’ interests in connection with such transactions, including without limitation, any usury laws, the Federal Consumer Credit Protection Act, the Federal Fair Credit Reporting Act, RESPA, the Magnuson-Moss Warranty Act, the Federal Trade Commission’s Rules and Regulations and Regulations B and Z of the Federal Reserve Board, as any of the foregoing may be amended from time to time.

“ Consumer Purpose Loans ” means loans to one or more individuals the proceeds of which are used for personal, household or family use.

“ Credit Documents ” means this Agreement, the Note, the Guaranties, the Subordination Agreement(s), the Custodian Agreement(s) and any and all additional documents, instruments, agreements and other writings executed and delivered pursuant to or in connection with this Agreement.

“ Custodian Agreement ” means that certain Custodian Agreement dated of even date herewith by and among WFPC, Borrowers, and an individual custodian, substantially in the form of Exhibit C attached hereto and made part hereof, as the same may be amended, modified, restated or extended from time to time.

“ Debt ” means, as of the date of determination, all outstanding obligations (i) in respect of borrowed money (including, without limitation, the Loans made by WFPC hereunder, and the Subordinated Debt), (ii) representing the unpaid and deferred purchase price for property and services (other than accounts payable in the ordinary course of business), and (iii) as lessees under leases which have been or should be, in accordance with GAAP, recorded as capital leases.

“ Debtor Affiliates ” means those Affiliates listed on Schedule II attached hereto and made part hereof.

“ Default ” means an event, condition or circumstance which, with the giving of notice or the passage of time, or both, would constitute an Event of Default.

“ EBITDA Ratio ” means for the applicable period the ratio of (a) an amount equal to (i) Borrowers’ earnings before payments of interest, taxes, depreciation and amortization for the twelve month period ending on the date of determination, minus (ii) the increase in 180 day contractually delinquent accounts during the most recent 12 month period, minus (iii) the amount by which the then minimum allowance for loan losses under Section 6.4(c) exceeds Borrowers’ actual allowance for loan losses as reported on the most recent financial statements provided to WFPC, to (b) interest expense during such twelve month period in accordance with GAAP principles pursuant to Section 6.4 of this Agreement.

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“ Effective Date ” has the meaning set forth in Section 10.9 hereof.

“ Eligible Receivables ” means, as of the date of determination, Receivables (net of unearned interest, fees, insurance premiums (to the extent recorded), commissions, and bulk purchase reserves) which conform to the warranties set forth in Section 4.1 hereof, in which WFPC has a validly perfected first priority Lien, and which are not any of the following: (i) Receivables for which a payment is more than 60 days past due on a contractual basis; (ii) Receivables subject to litigation, foreclosure, repossession or bankruptcy proceedings or the account debtor with respect to which is a debtor under the Bankruptcy Code (other than Restructured Receivables); (iii) Receivables from officers, employees or shareholders of any Borrower or any Affiliate; (iv) Receivables which have been deferred or extended more than once during any rolling 12 month period (for the sake of clarity, this subsection (iv) does not include renewals in the ordinary course of business); (v) Interest Only Accounts; (vi) Real Estate Related Accounts; (vii) Receivables arising from deficiency balance accounts; (viii) Receivables that are not in compliance with Borrowers’ underwriting guidelines; (ix) Receivables which include a balloon payment at maturity and (x) Receivables which, in WFPC’s Permitted Discretion, do not constitute acceptable collateral.

“ Environmental Control Statutes ” means any federal, state, county, regional or local laws governing the control, storage, removal, spill, release or discharge of Hazardous Substances, including without limitation CERCLA, the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984, the Federal Water Pollution Control Act, as amended by the Clean Water Act of 1976, the Hazardous Materials Transportation Act, the Emergency Planning and Community Right to Know Act of 1986, the National Environmental Policy Act of 1975, the Oil Pollution Act of 1990, any similar or implementing state law, and in each case including all amendments thereto and all rules and regulations promulgated thereunder and permits issued in connection therewith.

“ EPA ” means the United States Environmental Protection Agency, or any successor thereto.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, all amendments thereto, and any successor statute of similar import, and regulations thereunder, in each case as in effect from time to time. References to sections of ERISA shall be construed to refer to any successor sections.

“ Event of Default ” has the meaning assigned to that term in Article 8 of this Agreement.

“ GAAP ” means generally accepted accounting principles applied on a consistent basis, in accordance with the Statement of Auditing Standards No. 69, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles in the Independent Auditor’s Report” (SAS 69) or superseding pronouncements, issued by the Auditing Standards Board of the American Institute of Certified Public Accountants and/or in statements of the Financial Accounting Standards Board and/or in such other statements by such other entity as WFPC may reasonably approve, which are applicable in the circumstances as of the date in question. The requirement that such principles be applied on a consistent basis shall mean that the accounting principles observed in a current period are comparable in all material respects to those applied in a preceding period, or, in the event of a material change in any accounting principle from that observed in any previous

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period (i) financial reports covering preceding periods during the term of this Agreement are restated to reflect such change and provide a consistent basis for comparison among periods and (ii) the financial covenants set forth in Section 6.4 shall be adjusted as mutually agreed among WFPC and Borrowers to reflect similar performance standards as those measured by the existing covenants using the previously observed accounting principles.

“ Guarantor ” means such Person or Persons executing a Guaranty from time to time.

“ Guaranty ” means individually, and “ Guaranties ” means collectively, the Guaranty Agreements substantially in the form of Exhibit D attached hereto and made part hereof, as the same may be amended, modified, restated or extended from time to time.

“ Hazardous Substance ” means any toxic, reactive, corrosive, carcinogenic, flammable or hazardous pollutant or other substance, including without limitation petroleum and items defined in Environmental Control Statutes as “hazardous substances,” “hazardous wastes,” “pollutants” or “contaminants.”

“ Implementation Order ” means that certain order relating to this Agreement and related matters attached hereto as Exhibit L .

“ Intangible Assets ” means all assets of any Person which would be classified in accordance with GAAP as intangible assets, including without limitation (a) all franchises, licenses, permits, patents, applications, copyrights, trademarks, trade names, goodwill, experimental or organization expenses and other like intangibles, and (b) unamortized debt discount and expense and unamortized stock discount and expense.

“ Interest-Only Accounts ” means those Receivables on which collections are applied entirely to interest and expense charges, with no portion thereof being required to reduce the principal balance on the loan prior to the stated maturity of such accounts.

“ LIBOR Rate ” means the one-month London Interbank Offered Rate for any day as found in the Wall Street Journal, Interactive Edition, or any successor edition or publication.

“ Lien ” means any mortgage, deed of trust, pledge, lien, security interest, charge or other encumbrance or security arrangement of any nature whatsoever, including without limitation any conditional sale or title retention arrangement, and any assignment, deposit arrangement or lease intended as, or having the effect of, security.

“ Loan ” means the aggregate principal amount advanced by WFPC to Borrowers pursuant to Section 2.1 of this Agreement, together with interest accrued thereon and fees and costs incurred in connection therewith.

“ Loan Availability ” means the amount available for Advances under this Agreement on any date as determined in accordance with the Availability Statement submitted to WFPC on such date in accordance with Section 3.3.

“ Local Authorities ” means individually and collectively the state and local governmental authorities which govern the business and operations owned or conducted by Borrowers or any of

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them.

“ Material Adverse Effect ” means any material adverse effect on the business, operations or financial condition of Borrowers, taken as a whole.

“ Maturity Date ” means December 10, 2010, as such date may be extended from time to time in accordance with the provisions of Section 2.4 of this Agreement

“ Maximum Principal Amount ” means $65,000,000; provided, however, such amount shall be increased to $75,000,000 on December 1, 2009 so long as on such date no Default or Event of Default exists.

“ Note ” means the promissory note to this Agreement of Borrowers in favor of WFPC in substantially the form of Exhibit E attached hereto and made part hereof, evidencing the joint and several obligation of Borrowers to repay the Loan, and any and all amendments, renewals, replacements or substitutions therefor.

“ Obligations ” means each and every liability and obligation of every type and description which Borrowers may now or at any time hereafter owe to WFPC (whether such debt, liability or obligation now exists or is hereafter created or incurred, whether it arises in a transaction involving WFPC alone or in a transaction involving other creditors of Borrowers, or any of them, and whether it is direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several), and including specifically, but not limited to, all indebtedness of Borrowers arising under this Agreement, the Note or any other loan or credit agreement between or among a Borrower or Borrowers and WFPC, whether now in effect or hereafter entered into and including, without limitation, all Loans.

“ PBGC ” means the Pension Benefit Guaranty Corporation, or any successor thereto.

“ Permitted Discretion ” means a determination made in good faith and in the exercise of reasonable business judgment (from the perspective of a secured asset-based lender).

“ Permitted Liens ” means the following Liens, whether presently existing or created hereafter: (a) Liens for taxes or assessments or other governmental charges or levies not yet due and payable or which are being contested in good faith; (b) workers’, mechanics’, suppliers’, carriers’, warehousemens’ or other similar Liens arising in the ordinary course of business or being contested in good faith; (c) Liens arising in connection with leases and subleases; (d) landlord’s liens arising by operation of law; (f) purchase money Liens on assets acquired by Borrowers or their Subsidiaries; (g) deposits of pledges of cash securing (i) obligations incurred in respect of workers’ compensation, unemployment insurance, social security or other forms of governmental insurance benefits, (ii) the performance of bids, lenders, leases, contracts and statutory obligations, or (iii) obligations on surety, appeal or performance bonds; (h) easements, zoning restrictions, licenses, covenants and other similar encumbrances on real property and minor irregularities in title thereto; (i) liens in favor of collecting banks; (j) the title of a lessor or sublessor under any leased property; and (k) liens with respect to capital lease obligations.

“ Permitted Tax Distributions ” shall mean distributions from any Borrower to its parent company (the “Parent”) which are used to pay federal, state and local income taxes and franchise

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taxes of such Parent (to the extent relating to the Parent’s interest in Borrower’s and their Subsidiaries) and on behalf of Borrowers and their Subsidiaries.

“ Person ” means all natural persons, corporations, limited partnerships, general partnerships, joint stock companies, limited liability companies, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts or other organizations, whether or not legal entities, and federal and state governments and agencies or regulatory authorities and political subdivisions thereof, or any other entity.

“ Plan ” means any employee benefit plan subject to the provisions of Title IV of ERISA which is maintained in whole or in part for employees of Borrowers or any Affiliate of Borrowers.

“ Property ” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible.

“ Real Estate Related Accounts ” means Receivables arising from loans (a) the proceeds of which are used to purchase or improve real property; or (b) collateralized or secured by an interest in real property; and shall include without limitation home equity accounts.

“ Receivables ” means all lien, title retention and security agreements, chattel mortgages, chattel paper, bailment leases, installment sale agreements, instruments, consumer finance paper and/or promissory notes securing and evidencing loans made, and/or time sale transactions acquired, by a Borrower.

“ Reorganization Plan ” means the Second Amended Joint Consolidated Plan of Reorganization of The Thaxton Group, Inc. and its Affiliate Debtors and Debtors-in-Possession Proposed by The Thaxton Group, Inc. and its Affiliate Debtors and The Official Committee of Unsecured Creditors, dated December 29, 2006, as amended by the Confirmation Order and filed by with the Bankruptcy Court.

“ Reportable Event ” has the meaning assigned to that term in Section 4.13 of this Agreement.

“ Request for Advance ” means the certificate in the form of Exhibit A attached hereto and made part hereof to be delivered by Borrowers to WFPC as a condition of each Advance pursuant to Section 2.7 hereof.

“ Restricted Payments ” means payments by Borrowers, or any of them, which constitute (a) redemptions, repurchases, dividends or distributions of any kind with respect to a Borrower’s capital stock or any warrants, rights or options to purchase or otherwise acquire any shares of a Borrower’s capital stock, (b) payments of principal or interest on Subordinated Debt, or (c) distributions to creditors under the Reorganization Plan.

“ Restructured Receivables ” means a Receivable that otherwise meets the definition of an Eligible Receivable except that it is either: (a) a Receivable for which a Borrower has received at least one payment under a payment plan approved by a bankruptcy court or (b) an account debtor has restructured its obligations owing to a Borrower, and such Borrower has received at least one payment under the restructured terms.

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“ Schedule of Receivables and Assignment ” means a schedule in the form of Exhibit F attached hereto and made part hereof to be submitted by Borrowers to WFPC pursuant to Section 2.1 and Section 3.3 hereof, describing the Receivables assigned and pledged to WFPC, for the benefit of WFPC, on the date hereof and thereafter for the period to which such schedule relates and confirming the assignment and pledge of such Receivables.

“ Senior Debt ” means all Debt of Borrowers, or any of them, not expressed to be subordinated or junior to any other Debt of Borrowers, or any of them.

“ Senior Debt to Capital Base Ratio ” means the ratio of Senior Debt to Capital Base.

“ Subordinated Debt ” means any indebtedness of Borrowers for borrowed money and which shall contain provisions subordinating the payment of such indebtedness and the liens and security interests securing such indebtedness if any, to Senior Debt, in form, substance and extent acceptable to WFPC, in its Permitted Discretion, and which Subordinated Debt is subject to a fully executed Subordination Agreement.

“ Subordination Agreement ” means, individually, and “ Subordination Agreements ” means, collectively, the Subordination Agreements substantially in the form of Exhibit G attached hereto and made part hereof, as the same may be amended, modified, restated or extended from time to time.

“ Subsidiary ” of any entity means any corporation of which such entity directly or indirectly owns or controls at least a majority of the outstanding stock having general voting power. For purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.

“ Tangible Net Worth ” means an amount equal to the aggregate owner’s equity of Borrowers minus, to the extent not already excluded or eliminated in consolidation, (a) the cost of treasury shares, (b) the aggregate amount of Intangible Assets, and (c) investments in and loans to any Subsidiary or Affiliate or to any shareholder, director or employee of Borrowers or Affiliate of Borrowers.

“ Termination Date ” means the earlier of (a) the Maturity Date; or (b) the date on which the Commitment is terminated and the Loan becomes due and payable pursuant to Section 9.1.

“ WFPC ” means Wells Fargo Preferred Capital, Inc., an Iowa corporation, and its respective successors and assigns.

Section 1.2 Rules of Construction .

(a) Accounting Term . Except as otherwise provided herein, financial and accounting terms used in the foregoing definitions or elsewhere in this Agreement shall be defined in accordance with GAAP.

(b) Uniform Commercial Code . Except as otherwise provided herein, terms used

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in the foregoing definitions or elsewhere in this Agreement that are defined in the Uniform Commercial Code, including without limitation, “ Accounts ”, “ Commercial Tort Claims ”, “ Documents ”, “ Instruments ”, “ General Intangibles ”, “ Goods ”, “ Chattel Paper ”, “ Letter of Credit Rights ”, “ Inventory ”, “ Equipment ”, “ Fixtures ”, “ Supporting Obligations ”, “ Deposit Accounts ”, and “ Investment Property ”, shall have the respective meanings described to such terms in the Uniform Commercial Code as in effect in the State of Iowa from time to time.

ARTICLE 2

THE REVOLVING CREDIT FACILITY

Section 2.1 The Loan . Until the Termination Date and subject to the terms and conditions of this Agreement, WFPC shall, upon the prior application of Borrowers, from time to time, make Advances to Borrowers on or after the date of this Agreement, which Borrowers may repay and reborrow from time to time, in the maximum principal amount at any one time outstanding not to exceed the lesser of the amount of the Commitment or the Borrowing Base in effect as of the date of determination, as follows:

(a) WFPC shall establish on its books an account in the name of Borrowers (the “Borrowers’ Loan Account”). A debit balance in Borrowers’ Loan Account shall reflect the amount of Borrowers’ indebtedness to WFPC from time to time by reason of Advances and other appropriate charges (including, without limitation, interest charges) hereunder. At least once each month, WFPC shall provide to Borrowers a statement of Borrowers’ Loan Account which statement shall be considered binding upon Borrowers absent demonstrable error or unless Borrower Agent notifies WFPC to the contrary within 30 days of WFPC’s providing such statement to Borrowers.

(b) Borrowers shall prepare a completed Availability Statement as of each month end and forward such statement to WFPC by the 30th day of the following month.

(c) Each Advance made hereunder shall, in accordance with GAAP, be entered as a debit to Borrowers’ Loan Account, and shall be in a principal amount which, when aggregated with all other Advances then outstanding, shall not exceed the lesser of the then effective Borrowing Base or Commitment.

(d) The Loan shall be due and payable to WFPC on the Termination Date. Upon the occurrence of an Event of Default, WFPC shall have rights and remedies available to it under Article 9 of this Agreement.

(e) WFPC has the right at any time, and from time to time, in its Permitted Discretion (but without any obligation) by delivering at least 3 Business Days notice thereof to Borrower Agent, to impose as a reserve against the Borrowing Base in such amounts as it may deem appropriate as a result of events, conditions, or circumstances occurring after the date hereof and not otherwise duplicating any eligibility criteria set forth in the definition of Eligible Receivables.

Section 2.2 The Note . The indebtedness of Borrowers to WFPC hereunder shall be evidenced by a Note executed by Borrowers in favor of WFPC, which shall be substantially in the form of Exhibit E attached hereto and made part hereof, dated the same date as this Agreement. The principal amount of the Note will be the Maximum Principal Amount; provided, however, that

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notwithstanding the face amount of the Note, Borrowers’ liability under the Note shall be limited at all times to the actual indebtedness (principal, interest and fees) then outstanding and owing by Borrowers to WFPC hereunder.

Section 2.3 Method of Payment . Borrowers shall make all payments of principal and interest on the Note in lawful money of the United States of America and in funds immediately available by wire transfer, to WFPC at its address referred to in Section 10.3 of this Agreement or at such other address as WFPC otherwise directs. Whenever any payment is due on a day, which is not a Business Day, the date for payment shall be extended to the next succeeding Business Day and interest shall be paid for such extended time.

Section 2.4 Extension and Adjustment of Maturity Date . Upon the mutual agreement of all parties to this agreement, the Maturity Date may be extended. Any extension to the Maturity Date shall be in writing and executed by the authorized representatives of each party.

Section 2.5 Use of Proceeds . Advances shall be used to make distributions or payments related to the Reorganization Plan to the extent permitted hereunder (including, with limitation, an initial distribution to creditors within 5 Business Days of the date hereof of approximately $45,500,000); to provide working capital for Receivable growth and other operational needs; and for other lawful purposes except as limited under this Agreement.

Section 2.6 Interest .

(a) In the absence of an Event of Default or Default hereunder, and prior to maturity, the outstanding balance of the Loan will bear interest at an annual rate at all times equal to the Base Rate plus 190 basis points. Interest shall be payable monthly in arrears on the first day of each month commencing on the first such date after the first Advance under the Loan and continuing until the Commitment is terminated and Obligations (other than contingent obligations for which no claim has been made) are paid in full. Interest as provided hereunder will be calculated on the basis of a 360 day year and the actual number of days elapsed. The rate of interest provided for hereunder is subject to increase or decrease on a monthly basis when and as the Base Rate increases or decreases in an amount corresponding to the change in the Base Rate. Any such change in interest rate hereunder shall take effect the first day of the month following a change in the Base Rate.

(b) Notwithstanding the foregoing, upon the occurrence and during the continuance of an Event of Default or Default hereunder, including after maturity and before and after judgment, Borrowers hereby agree to pay to WFPC interest on the outstanding principal balance of the Loan and, to the extent permitted by law, overdue interest with respect thereto, at the rate of 2.50% per annum above the rate otherwise applicable to the Loan.

(c) Payments of interest and fees not received within 10 days of the date due, are subject to a late charge equal to the greater of $500 or 5.0% of the amount past due, which late charge shall be in addition to any charge, fee or interest otherwise payable hereunder.

(d) So long as no Event of Default or Default is outstanding, Borrowers may elect to have all or portions of the outstanding Obligations bear interest at a fixed rate of interest determined by WFPC (“Fixed Rate”) for a period or periods determined by WFPC and Borrowers (each an “Interest Period”); provided, no Interest Period shall be for a period beyond the Maturity Date and no more than six (6) portions of the Obligations may bear interest at a Fixed Rate at any

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one time. Borrower Agent shall notify WFPC in writing at least 2 Business Days prior to the date Borrowers request the Fixed Rate to be applicable specifying the date and amount (in a minimum amount of at least $1,000,000 and in $1,000,000 increments) of each such election and WFPC shall provide the Fixed Rate then applicable. If accepted by Borrowers in writing, the Fixed Rate shall be applicable to the portion of the Obligations so identified in the request for advance until the expiration of the selected Interest Period. Upon the expiration of an Interest Period, the applicable portion of the Obligations accruing interest at the Fixed Rate shall bear interest pursuant to Section 2.6(a) hereof. In addition to the fee described in Section 2.8(a), if Borrower prepays the Obligations in full at any time Borrower has elected the Fixed Rate, Borrower shall pay an additional sum equal to actual damages, if any, incurred by WFPC in connection with such prepayment of any principal amount of any Advance bearing interest at a Fixed Rate.  

Section 2.7 Advances .

(a) Borrower Agent shall notify WFPC in writing not later than 10:00 a.m., Des Moines, Iowa, time, on the date of each requested Advance under the Commitment, specifying the date, amount and purpose of the Advance. Such notice shall be in the form of the Request for Advance attached hereto and made part hereof as Exhibit A , shall be certified by the President, Chief Financial Officer or Treasurer (or such other authorized Person as Borrower Agent directs from time to time) of Borrower Agent and shall contain the following information and representations, which shall be deemed affirmed and true and correct as of the date of the requested Advance:

(i) the aggregate amount of the requested Advance, which shall be in multiples of $5,000 but not less than the lesser of $5,000 or the unborrowed balance of the Commitment;

(ii) confirmation of Borrowers’ compliance with Sections 2.1(c), 6.4 and 7.1 through 7.12 both immediately prior to and after making such Advance; and

(iii) statements that the representations and warranties set forth in Article 4 are true and correct as of the date of the Advance; no Event of Default or Default has occurred and is then continuing; and that there has been no material adverse change in Borrowers’ financial condition, operations or business since the date of the monthly and audited annual financial statements most recently delivered by Borrowers to WFPC pursuant to Section 6.2 of this Agreement.

(b) Subject to the satisfaction of the conditions set forth in Section 2.7(a) and 5.2, and the other terms of this Agreement, WFPC shall make the requested Advance available to Borrowers by wiring such amount to an account designated by Borrower Agent and in Borrowers’ name, or as otherwise instructed by Borrower Agent, not later than 5:00 p.m., Des Moines, Iowa, time on the day of the requested Advance.

(c) Each request for an Advance pursuant to this Section 2.7 shall be irrevocable and binding on Borrowers.

Section 2.8 Prepayment .

(a) Optional Prepayments . Borrowers may prepay the Loan from time to time, in full or in part without premium or penalty, provided that (i) in the event Borrowers repay the Loan and terminate the Commitments in full prior to the Maturity Date, Borrowers shall pay a sum equal to

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1.5% of the Commitment as a prepayment fee; provided however, (A) such fee percentage shall be reduced to 0.5% if such fee is owing in connection with an initial public offering of Borrowers or the consummation of a merger, consolidation, asset sale, stock purchase or other transaction involving a change of control of some or all of Borrowers or Borrowers’ businesses , and (B) Borrower shall not be obligated to pay such prepayment fee upon the consummation of a merger, consolidation, asset sale, stock purchase or other transaction involving a change of control of some or all of Borrowers or Borrowers’ businesses if WFPC remains a lender to the business immediately following such transaction; (ii) prepayments shall be in a minimum amount of $10,000 and $10,000 increments in excess thereof; and (iii) partial prepayments prior to the Termination Date shall not reduce WFPC’s Commitment under this Agreement and may be reborrowed, subject to the terms and conditions hereof for borrowing, and partial prepayments will be applied first to outstanding Advances and then to accrued interest and fees. Each Borrower acknowledges that the above described fee is an estimate of WFPC’s damages in the event of early termination and is not a penalty. In the event of termination of the credit facility established pursuant to this Agreement, all of the Obligations shall be immediately due and payable upon the termination date stated in any notice of termination but no prepayment penalty shall be owed unless otherwise required hereunder. All undertakings, agreements, covenants, warranties and representations of Borrowers contained in the Credit Documents shall survive any such termination, and WFPC shall retain its liens in the Collateral and all of its rights and remedies under the Credit Documents notwithstanding such termination until Borrowers have paid the Obligations (other than contingent obligations for which no claim has been made) to WFPC, in full, in immediately available funds, together with the applicable termination fee, if any.

(b) Mandatory Prepayments . In the event that amounts outstanding hereunder at any time exceed the Borrowing Base (whether established by an Availability Statement or otherwise) Borrowers shall pay to WFPC immediately and without demand or notice of any kind required, the amount by which Borrowers’ indebtedness hereunder exceeds the Borrowing Base then applicable, together with all accrued interest on the amount so paid and any fees and costs incurred in connection therewith.

Section 2.9 Fees . Borrowers shall pay to WFPC, at WFPC’s offices, the following:

(a) Administrative Fee . A non-refundable administrative fee of $2,000 shall be due and payable monthly in arrears on the first day of each month commencing on the first such date after the funding of this Agreement and continuing until the Commitment is terminated and the Obligations are paid in full (other than contingent obligations for which no claim has been made), in which event a monthly installment of the administrative fee shall be paid on the date of such termination.

(b) Unused Line Fee . Borrowers shall pay an unused line fee at the rate of 0.25% per annum (computed on the basis of a 360 day year and the actual number of days elapsed) on the average daily unused Commitment in effect at such time. Such fee shall be payable monthly in arrears on the first day of each month, and on the Termination Date, unless the Commitment is terminated on an earlier date, in which event the unused line fee shall be paid on the date of such termination.

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ARTICLE 3

SECURITY

Section 3.1 Security Interest . To secure the payment and performance of the Obligations, each Borrower hereby grants to WFPC a continuing general Lien on and a continuing security interest in all of the Collateral, wherever located, whether now owned or hereafter acquired, existing or created, together with all replacements and substitutions therefor, and the cash and non-cash proceeds thereof. The Liens and security interests of WFPC in the Collateral shall be first and prior perfected Liens and security interests (subject only to Permitted Liens for which WFPC has agreed in writing are entitled to priority) and may be retained by WFPC until all of the Obligations have been satisfied in full (other than contingent obligations for which no claim has been made) and the Commitment has expired or otherwise has been terminated.

Section 3.2 Financing Statements . WFPC is hereby authorized by each Borrower to file any financing statements covering the Collateral or an amendment that adds collateral covered by the financing statement or an amendment that adds a debtor to a financing statement, in each case whether or not a Borrower’s signature appears thereon. Borrowers agree to comply with the requirements of all state and federal laws and requests of WFPC in order for WFPC to have and maintain a valid and perfected first security interest in the Collateral.

Section 3.3 Documents to be Delivered to WFPC . Concurrently with the execution and delivery of this Agreement and, thereafter, by the 20th day of each month for the prior month and at any other time as WFPC may require, Borrowers shall deliver to WFPC on a consolidated basis an Availability Statement (together with all supporting schedules), a Schedule of Receivables and Assignment, an aging of Receivables, books and records consisting of data tape information and such other documentation as WFPC may require; however, the security interest of WFPC in the Collateral shall attach immediately upon the creation or acquisition thereof by Borrowers, regardless of whether the same be then or thereafter delivered to WFPC. All Receivables of Borrowers arising after the date hereof shall contain a legend as follows to evidence the assignment to WFFPC:

THIS NOTE – SECURITY AGREEMENT IS PLEDGED AS

COLLATERAL TO WELLS FARGO PREFERRED

CAPITAL, INC., ITS SUCCESSORS AND ASSIGNS.

Borrowers shall: (a) deliver to the custodian under the Custodian Agreement, as the bailee and designee of WFPC, or, upon the request of WFPC, to WFPC, the Collateral and all Documents, General Intangibles and Instruments relating to Collateral and, upon request of WFPC, deliver to WFPC or its designee any other property in which Borrowers have granted WFPC a security interest hereunder, including, but not limited to, all of Borrowers’ Books and Records including all computers, computer related equipment, tapes and software; and (b) execute and deliver to WFPC, for the benefit of WFPC, such assignments, mortgages, financing statements, amendments thereto and continuation statements thereof, in form satisfactory to WFPC, and such additional agreements, documents or instruments as WFPC may, from time to time, require to evidence, perfect and continue to perfect WFPC’s liens and security interests granted hereunder. For purposes of this Article 3, the parties hereto agree that, until WFPC shall otherwise direct or designate, the custodian(s) under the Custodian Agreement or Agreements as from time to time in effect, shall be deemed to be the designee of WFPC and WFPC shall have the right, at any time and from time to

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time, to direct or redirect the delivery of all or any of the foregoing items to any other designee; provided, however, until the occurrence of an Event of Default, such direction or redirection cannot interfere with the ordinary conduct of the business of Borrowers. WFPC may in its sole discretion record or file any such document, instrument or agreement, including, without limitation, this Agreement, as it may from time to time deem reasonably necessary to perfect the liens contemplated herein.

Section 3.4 Collections . Notwithstanding the assignment (but not in any way to be deemed or construed to impair or affect the security interest granted hereunder) of the Receivables by Borrowers to WFPC, until notice to the contrary is provided to Borrowers by WFPC after the occurrence of and during the continuation of an Event of Default, Borrowers may service, manage, enforce and receive Collections on Receivables. Borrowers shall have no power to make any unusual allowance or credit to any obligor other than in the ordinary course of business without WFPC’s prior written consent.

Upon notice by WFPC at any time after the occurrence of and during the continuation of an Event of Default, WFPC may require Borrowers to endorse and deposit all Collections within one Business Day of receipt thereof and in the original form received (except for the endorsement of Borrowers, if necessary, to enable the collection of instruments for the payment of money, which endorsements Borrowers hereby agree to make) in such account maintained with such depository as WFPC may from time to time specify, such account to limit withdrawals by Borrowers therefrom only to the order of WFPC, but to permit withdrawals by WFPC therefrom without the co