[EXECUTION ORIGINAL]
SECURITY AGREEMENT
THIS AGREEMENT (as amended, supplemented or modified from time to
time, this "Agreement") is dated as of April 4, 1997 and is entered into by and
between TFC ENTERPRISES, INC., a Delaware corporation ("TFCEI"), THE FINANCE
COMPANY, a Virginia corporation (the "Debtor"), FIRST COMMUNITY FINANCE, INC., a
Virginia corporation ("FCF") and THE INSURANCE AGENCY, INC., a Virginia
corporation ("TIA") (TFCEI, the Debtor, FCF and TIA are sometimes hereinafter
referred to as the "Affiliated Companies" and each as an "Affiliated Company"),
which Affiliated Companies constitute, or as of January 1, 1996 constituted, a
controlled group of corporations (the "Affiliated Group") as that term is
defined under Section 1563(a)(1) of the Internal Revenue Code of 1986, as
amended, in favor of GENERAL ELECTRIC CAPITAL CORPORATION, a New York
corporation (the "Lender").
RECITALS:
A. The Lender and the Debtor entered into that certain Amended and
Restated Motor Vehicle Installment Contract Loan and Security Agreement, dated
as of December 20, 1996 (the "Loan Agreement"), which amended and restated that
certain Loan and Security Agreement, dated September 24, 1992, as amended.
B. The Debtor is currently in default under the Loan
Agreement and with respect to loans from one or more other creditors, including
loans from Nationsbank, N.A. (collectively, the "Nationsbank Loan").
C. The Lender has agreed to substantially pay off the
Nationsbank Loan and amend the Loan Agreement pursuant to Amendment No. 1, dated
as of the date hereof (the "Amendment," and together with the Loan Agreement,
the "Amended Loan Agreement").
D. TFCEI, which is the corporate parent of the Debtor, guarantied
the obligations of the Debtor under the Loan Agreement in a guaranty made by
TFCEI in favor of the Lender, dated as of December 20, 1996, and concurrently
herewith, in a guaranty made by TFCEI in favor of the Lender, dated as of the
date hereof.
E. FCF, a wholly-owned subsidiary of TFCEI, and TIA, a wholly-owned
subsidiary of the Debtor, also guaranteed the obligations of the Debtor under
the Loan Agreement in separate Guaranties made by them in favor of the Lender,
dated as of December 20, 1996, and concurrently herewith, in separate Guaranties
made by them in favor of the Lender, dated as of the date hereof. In addition,
FCF granted a security interest to the Lender in certain assets of FCF to secure
the Debtor's obligations under the Loan Agreement, in that certain Pledge
Agreement, dated as of December 20, 1996, as amended by the Amendment and
Confirmation of Pledge Agreement, dated as of the date hereof (the "FCF Pledge
Agreement").
F. The Affiliated Companies intend to file on a consolidated return
basis federal and state income tax returns reporting their respective business
operations for taxable year 1996 and thereafter.
G. With respect to such consolidated filings, TFCEI anticipates
receiving during 1997 a refund of federal income taxes in an amount estimated to
be $4,500,000 relating to a recapture of federal income taxes paid by the
Affiliated Companies for the tax years 1993 and 1994 (the "Tax Refund") on
behalf of itself or the other Affiliated Companies. As another condition of the
Amendment, the Lender has required that TFCEI and the other Affiliated Companies
pay the Tax Refund to Lender as, when, and in whatever amount received, in
reduction of the Indebtedness (as defined in the Amended Loan Agreement), and
has required the Affiliated Companies to execute and deliver this Agreement to
secure (i) the payment and performance of the Indebtedness, (ii) the payment and
performance of the respective covenants, agreements and undertakings of each of
the Affiliated Companies hereunder and under the other Loan Documents (as
defined in the Amended Loan Agreement), and (iii) any other present or future
obligations of any or all of the Affiliated Companies to Lender, whether matured
or unmatured, direct or indirect, secured or unsecured, original, extended or
renewed, absolute or contingent, whether originally contracted with or acquired
by the Lender, whether contracted alone or jointly and/or severally with others,
whether or not evidenced by negotiable instruments or other writings and any
renewals, extensions, or substitutions thereto, and including open lines of
credit and obligations with respect to letters of credit or any draft presented
in connection therewith (the obligations described in subsections (i), (ii) and
(iii) hereof, together, shall be referred to as the "Obligations.")
H. Without limiting the term "Loan Documents" as defined in the
Amended Loan Agreement, the term "Loan Documents" shall include the Amended Loan
Agreement, the Guaranties (as such term is defined in the Amended Loan
Agreement), the FCF Pledge Agreement and the Stock Pledge (as defined in the
Amended Loan Agreement).
AGREEMENT:
In order to secure to the Lender the payment when due under the
Obligations, each of the Affiliated Companies covenants and agrees as follows:
1. DEFINITIONS. Terms defined in the Amended Loan
Agreement and not otherwise defined herein shall have, as used herein, the
respective meanings provided for therein.
2. TERM. This Agreement and the obligations of the parties hereto
shall commence as of the date first above written and shall continue until the
payment by the Debtor and/or the other Affiliated Companies of all Indebtedness
and any other present or future Obligations of any of the Affiliated Companies
in existence or arising at or prior to such payment, including the performance
of all obligations under this Agreement.
3. REFUND COLLATERAL. The term "Refund Collateral" means
all property from time to time subject to the security interest granted hereby.
4. SECURITY INTEREST. To secure the Obligations, each and all of the
Affiliated Companies hereby assign, convey, transfer, grant and pledge to the
Lender, upon the terms set forth herein, a continuing lien and security interest
in all of the Affiliated Companies' (and/or each Affiliated Company's) right,
title and interest in, to and under all of the following, whether now owned or
hereafter acquired:
(a) any and all refunds of any nature or kind,
from the United States Department of Treasury or Internal Revenue Service,
however evidenced and whether characterized as an account, property or a general
intangible, relating to federal income taxes of any or all of the Affiliated
Companies;
(b) the federal income Tax Refund in an amount
estimated to be $4,500,000, payable during 1997 and relating to a recapture of
federal income taxes paid by the Affiliated Companies for the tax years 1993 and
1994; and
(c) all proceeds and products of any and all of
the foregoing, including, without limitation, cash and proceeds of the type
described above.
5. Security Interest Absolute. All rights of the Lender
and security interests hereunder, and all duties, and obligations of the
Affiliated Companies hereunder, shall be absolute and unconditional and, without
limiting the generality of the foregoing, shall not be released, discharged or
otherwise affected by:
(a) any extension, renewal, settlement,
compromise, waiver or release in respect of any of the Obligations,
or any other document evidencing or securing such Obligations, by
operation of law or otherwise;
(b) any modification or amendment or supplement
to the Amended Loan Agreement, the other Loan Documents or any other
document evidencing or securing any of the Obligations;
(c) any release, non-perfection or invalidity of
any direct or indirect security for any of the Obligations;
(d) any insolvency, bankruptcy, reorganization
or other similar proceeding affecting any of the Affiliated
Companies or its assets or any resulting disallowance, release or
discharge of all or any portion of the Obligations;
(e) the existence of any claim, set-off or other right
which any of the Affiliated Companies may have at any time against
the Lender or any other entity or person, whether in connection
herewith or any unrelated transactions; provided, that nothing
herein shall prevent the assertion of any such claim by separate
suit or compulsory counterclaim;
(f) any invalidity or unenforceability relating to or
against any of the Affiliated Companies for any reason of any of the
Obligations, or any provision of applicable law or regulation
purporting to prohibit the payment by the Affiliated Companies of
the Obligations;
(g) any failure by the Lender (i) to file or enforce a
claim against the Affiliated Companies or its estate (in a
bankruptcy or other proceeding), (ii) to give notice of the
existence, creation or incurring by any of the Affiliated Companies
of any new or additional indebtedness under or with respect to the
Obligations, (iii) to commence any action against any of the
Affiliated Companies, (iv) to disclose to any of the Affiliated
Companies any facts which the Lender may now or hereafter know with
regard to such Affiliated Company or (v) to proceed with due
diligence in the collection, protection or realization upon any
Refund Collateral securing the Obligations; or (vi) any other act or
omission to act or delay of any kind by any of the Affiliated
Companies, the Lender or any other corporation or person or any
other circumstance whatsoever which might, but for the provisions of
this clause, constitute a legal or equitable discharge of the
Obligations.
6. SPECIAL PROVISIONS. The Affiliated Companies irrevocably agree
that tax returns of whatever nature to the extent permitted by law shall be
filed on a consolidated return basis until cash proceeds of the Tax Refund have
been paid to or realized by the Lender. None of the Affiliated Companies will
take any action or omit to take any action which would impair the filing of the
Affiliated Companies on a consolidated basis. TFCEI shall promptly file for and
expeditiously facilitate the issuance of the Tax Refund on a consolidated return
basis, and promptly provide Lender with a copy of any and all tax returns,
amendments and correspondence with respect thereto. Without limiting the
generality of the foregoing, TFCEI, with the other Affiliated Companies' full
concurrence, shall in any such consolidated filing designate itself as the
recipient of the Tax Refund and provide the following address as the address for
the issuance of the Tax Refund from the taxing authorities:
Mr. W. Xxxxxx XxXxxxxxx
Account Executive
Asset Based Lending
General Electric Capital Corporation
0000 Xxxx Xxxx
Xxxxxxxxxx, Xxxxxxxx 00000
In the alternative, upon the prior written instructions of the
Lender, the Tax Refund may be send by bank wire to a bank account of an
Affiliated Company designated by the Lender.
The Affiliated Companies agree that the Tax Refund shall be treated
as follows:
(a) Promptly upon the request of the Lender and
immediately upon receipt of the Tax Refund, TFCEI (and/or any of the Affiliated
Companies, if applicable) shall endorse the check(s) with respect to such Tax
Refund payable pursuant to Lender's instructions.
(b) Upon endorsement pursuant to subsection (a)
above, TFCEI (and/or any of the Affiliated Companies, if applicable) shall,
pursuant to the Lender's instructions (i) deliver the endorsed check to the
Lender, (ii) deposit same to a bank account in TFCEI's or Lender's name,
designated by the Lender, or (iii) in the case of the Tax Refund is paid by bank
wire to TFCEI (and/or any of the Affiliated Companies as applicable) or is
deposited into an account of same, immediately deliver the amount of the Tax
Refund to the Lender by bank wire (or otherwise pursuant to the Lender's
instructions) to a bank account designated by the Lender, and thereby effect a
payment to Lender in diminution of the outstanding loan balance under the
Amended Loan Agreement.
(c) In the event that TFCEI (and/or any of the
Affiliated Companies, if applicable) fails to endorse the Tax Refund or pay the
proceeds of the Tax Refund to the Lender as described in this Section, or
otherwise breaches the terms of this Agreement requiring payment or endorsement,
the Affiliated Companies expressly agree that money damages alone will not
constitute an adequate remedy and that the only adequate remedy shall be an
injunction requiring performance by TFCEI (and/or any of the Affiliated
Companies, if applicable) of its obligations under this Agreement. The
Affiliated Companies, accordingly, agree that in the event of a breach, Lender
may apply to any court of competent jurisdiction for both temporary and
permanent injunctions, together with any money damages suffered including
reasonable costs and attorneys' fees.
(d) Without limitation of any Lender's rights
pursuant to Subsection (c) above, in the event that TFCEI (and/or any of the
Affiliated Companies, if applicable) fails to endorse the Tax Refund or pay the
proceeds of such Tax Refund to the Lender as described in this Section, Lender
may directly deposit such Tax Refund in a Blocked Account (as hereinafter
defined) or other bank account of TFCEI (and/or any of the Affiliated Companies,
as applicable) controlled by Lender or in which Lender has a security interest,
and then take possession of the proceeds of such Tax Refund in such account and
utilize such proceeds to effect a payment to Lender in diminution of the
outstanding balance of the loans under the Amended Loan Agreement.
(e) Upon request of the Lender, TFCEI (and/or
any of the Affiliated Companies, if applicable) shall establish a special bank
account in TFCEI's or Lender's name solely for the purpose of depositing the Tax
Refund (the "Blocked Account") at a financial institution acceptable to Lender
in its sole discretion for deposit of the Tax Refund. The Blocked Account and
all proceeds thereof, shall be pledged by the Affiliated Companies to the Lender
in accordance with the requirements of the depository and the UCC so that Lender
has a perfected first priority security interest in the Blocked Account.
7. NO FURTHER TRANSFER. The Affiliated Companies shall not
sell, assign, pledge, encumber, grant a security interest in, or otherwise
transfer the Refund Collateral or any interest therein without the prior written
consent of the Lender.
8. MAINTENANCE OF RECORDS. TFCEI will maintain accurate
business records and books of account showing, among other things, all Refund
Collateral owned by the Affiliated Companies. The Lender shall have the right
to inspect such books and records and make abstracts therefrom.
9. PUBLIC FILING. The Affiliated Companies shall join with the
Lender in executing documents for public filing with respect to evidencing,
perfecting or protecting the Lender's security interest in the Refund Collateral
and its rights with respect to the Tax Refund, in a form satisfactory to the
Lender, and bear any and all costs of such filings.
10. FURTHER ASSURANCES. Each of the Affiliated Companies shall
execute and deliver on demand such further assurances and take such steps as may
be necessary to confirm, perfect and maintain the Lender's security interest in
the Refund Collateral and to preserve the priority of the Lender's security
interest and lien on the Refund Collateral. The Affiliated Companies will
reimburse the Lender for all expenses incurred in the filing and obtaining of
all such documents, including but not limited to the costs of performing lien,
security interest and judgment lien searches in applicable jurisdictions.
11. DEFENSE OF REFUND COLLATERAL. The Affiliated Companies:
(a) will not create, incur, assume or suffer to
exist, any lien, security interest or other encumbrance upon or with respect to
the Refund Collateral (except the security interest granted to the Lender
hereunder); and
(b) at their cost, will join the Lender in
defending the Refund Collateral against any claims or demands adverse to
Lender's security interest therein and in promptly paying, when due, all taxes
or assessments levied against the Refund Collateral except where contested in
good faith by proper proceedings if appropriate reserves are maintained with
Lender with respect thereto.
12. INFORMATION REGARDING REFUND COLLATERAL. TFCEI (and the other
Affiliated Companies, as applicable) shall provide the Lender such information
as the Lender may from time to time reasonably request with respect to the
Refund Collateral and the Tax Refund, including, without limitation, statements
describing, designating, identifying and evaluating the Refund Collateral and
the Tax Refund.
13. POWER OF ATTORNEY. Each of the Affiliated Companies hereby
appoints the Lender and any officer or employee of the Lender as the Lender may
from time to time designate, as attorneys-in-fact for the Affiliated Companies
to perform all actions necessary or desirable in the discretion of the Lender to
effect the provisions of this Agreement and to carry out the intent hereof, to
do any act which any of the Affiliated Companies are required to do pursuant to
the terms of this Agreement, and to exercise such rights and powers as any of
the Affiliated Companies might exercise with respect to the Refund Collateral,
all at the cost and expense of the Affiliated Companies. Neither the Lender nor
any other such attorney-in-fact will be liable for any acts of omission or
commission, unless such acts were willful and malicious or grossly negligent,
nor for any error of judgment or mistake of law or fact. This power is coupled
with an interest and is irrevocable until the cash proceeds of the Tax Refund
are paid to or realized by the Lender.
14. INDEMNIFICATION.
(a) The Affiliated Companies (jointly and
severally) will save, indemnify, and hold harmless the Lender from and against,
and pay or reimburse the Lender for, any and all claims, liabilities,
obligations, losses, fines, costs, proceedings, suits, actions, deficiencies or
damages (whether absolute, accrued, conditional, or otherwise and whether or not
resulting from third party claims), including reasonable attorneys' fees
incurred by the Lender, resulting from or arising out of:
(i) the Tax Refund, the Refund
Collateral or the Lender's security interest granted hereunder;
(ii) any recoupment, voiding,
recovery or set-off by any taxing authority with respect to the Tax Refund or
any payment or proceeds thereof;
(iii) any inaccuracy of any
representation or warranty made by any of the Affiliated Companies herein; or
(iv) any failure of any of the
Affiliated Companies to perform any covenant or agreement hereunder.
(b) The provisions of this Section 14 shall
survive the termination of this Agreement.
15. EVENTS OF DEFAULT. The occurrence of any of the
following events shall constitute a "Default" hereunder:
(a) The occurrence of an Event of Default under
the Amended Loan Agreement.
(b) If any payment due under the Obligations is
not paid when due after the expiration of any applicable notice or
cure period.
(c) The failure by any Affiliated Company to
observe or perform any of the applicable agreements contained herein.
(d) Discovery that any representation or
warranty made by the Affiliated Companies herein or any statement or
representation made in any certificate, report or opinion delivered pursuant
hereto was incorrect, incomplete or misleading in any material respect on or as
of the date made or deemed made.
(e) If any guaranty (including the Guaranties)
obtained in connection with an Obligation is terminated.
(f) If any of the Affiliated Companies shall
generally not pay, or shall be unable to pay, or shall admit in writing its
inability to pay, its debts as such debts become due (as defined by 11 U.S.C.
ss.303(h)(1)).
(g) If any of the Affiliated Companies makes an
assignment for the benefit of creditors, files a petition in bankruptcy,
petitions or applies to any tribunal for any receiver, custodian or any trustee
of any substantial part of its property, or commences any proceeding relating to
it under any reorganization, arrangement, readjustments of debt, dissolution or
liquidation law or statute of any jurisdiction, whether now or hereafter in
effect.
(h) If, within sixty (60) days after the filing
of a bankruptcy petition or the commencement of any proceeding against any of
the Affiliated Companies seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief under any present or
future statute, law or regulation, the proceeding shall not have been dismissed,
or, if within thirty (30) days after the appointment, without the consent or
acquiescence of it, of any trustee, receiver, custodian or liquidator of it or
of all or any substantial part of the properties of it, the appointment shall
not have been vacated.
(i) If this Agreement shall at any time and for
any reason cease to create a valid and perfected first priority security
interest in and to the Refund Collateral (except as provided in Section 11
hereof), or such security interest shall cease to be in full force and effect or
shall be declared null and void, or the validity or enforceability thereof shall
be contested by any Affiliated Company or any Affiliated Company shall deny that
it has any further liability or obligation with respect thereto.
(j) A default by any of the Affiliated Companies
under any other agreement or contract between any of the Affiliated Companies
and the Lender, including but not limited to the Loan Documents (whether or not
relating to the Amended Loan Agreement).
16. REMEDIES. Upon the occurrence of a Default, the Lender at its
option may exercise any and all rights and remedies on default of a Lender under
the UCC as then in effect, or under other applicable law, as well as all rights
and remedies provided herein, or in the Loan Documents, including, without
limitation, the right to sell any and all of the Refund Collateral in accordance
with the applicable provisions of said UCC.
The rights of the Lender granted and arising under the terms of this
Agreement shall be separate, distinct and cumulative of all other rights which
the Lender may have under the Amended Loan Agreement, any of the Loan Documents
or any other Obligation in law or in equity, and none of them shall be in
exclusion of the others; and all of them are cumulative to the remedies for
collection of indebtedness and enforcement of rights under security agreements
and preservation of security available to the Lender as lender as provided at
law. No act of the Lender shall be construed as an election to proceed under any
one provision hereof to the exclusion of any other provision, or an election of
remedies to the bar of any other remedy allowed under the Amended Loan
Agreement, any other Loan Document, or any other Obligation or at law or in
equity, anything herein or otherwise to the contrary notwithstanding. The Lender
shall have the right, at its sole option, to exhaust the Refund Collateral or
any other security given or received by the Lender to secure the amounts due
under the Amended Loan Agreement, or any other Obligation, either concurrently
or independently, and in such order as the Lender in its sole discretion may
determine. No delay by the Lender in exercising any right or remedy hereunder or
otherwise afforded by law shall operate as a waiver thereof or preclude the
exercise of any such right or remedy during continuance of any Default under
this Agreement.
17. AFFILIATED COMPANIES' REPRESENTATIONS AND WARRANTIES.
Each of the Affiliated Companies represents and warrants to the Lender as
follows:
(a) First Priority Security Interest. The
Affiliated Companies have good and marketable title to the Refund Collateral
subject to no prior liens, security interests or other encumbrances (except as
provided in Section 11 hereof).
(b) Incorporation, Good Standing, and Due
Qualification. TFCE is a corporation duly incorporated and validly existing
under the laws of Delaware, and each of the other Affiliated Companies is a
corporation duly incorporated under the laws of the Commonwealth of Virginia;
each has the corporate power and authority and all material governmental
licenses, authorization, consents and approvals required to own its assets and
to transact the business in which it is now engaged or proposes to be engaged;
and each is duly qualified as a foreign corporation and in good standing under
the laws of each other jurisdiction in which a failure to so qualify and be in
good standing would constitute a material violation of applicable law.
(c) Corporate Power and Authority. The
execution, delivery, and performance by each of the Affiliated Companies of this
Agreement have been duly authorized by all necessary corporate action and do not
and will not (1) require any consent or approval of the stockholders of such
corporation; (2) contravene such corporation's charter or bylaws; (3) violate
any provision of any law, rule, regulation (including, without limitation,
Regulations U and X of the Board of Governors of the Federal Reserve System),
order, writ, judgment, injunction, decree, determination, or award presently in
effect having applicability to such corporation; (4) require any action by or in
respect of, or filing with, any governmental body, agency or official (other
than the Internal Revenue Service); (5) result in a breach of or constitute a
default under any indenture or loan or credit agreement or any other agreement,
lease, or instrument to which such corporation is a party or by which it or any
of its properties may be bound or affected; (6) result in, or require, the
creation or imposition of any lien, security interest or other encumbrance
(other than the security interest of this Agreement), upon or with respect to
any of the properties now owned or hereafter acquired by such corporation; or
(7) cause such corporation to be in default under any such law, rule,
regulation, order, writ, judgment, injunction, decree, determination, or award
or any such indenture, agreement, lease, or instrument applicable to such
corporation.
(d) Legally Enforceable Agreement. This
Agreement, when delivered, will be legal, valid, and binding obligations of the
Affiliated Companies enforceable against each of the Affiliated Companies in
accordance with its terms and in whatever capacity an Affiliated Company may be
referred to under such terms (including without limitation, whether such
reference is made individually or collectively, as the case may be), except to
the extent that such enforcement may be limited by applicable bankruptcy,
insolvency, and other similar laws affecting creditors' rights generally.
(e) Other Agreements. None of the Affiliated
Companies is a party to any indenture, loan, or credit agreement, or to any
lease or other agreement or instrument, or subject to any charter or corporate
restriction which could have a material adverse effect on its ability to carry
out its obligations hereunder, and none is in default in any material respect in
the performance, observance, or fulfillment of any of the obligations,
covenants, or conditions contained in any agreement or instrument material to
its business to which it is a party.
(f) No Defaults on Outstanding Judgments or
Orders. Each of the Affiliated Companies has satisfied all judgments and is not
in default with respect to any judgment, writ, injunction, decree, rule or
regulation of any court, arbitrator or federal, state, municipal or other
governmental authority, commission, board, bureau, agency or instrumentality,
domestic or foreign, a default of which would materially adversely affect the
financial condition, operations, properties or business of such Affiliated
Company or its ability to perform its obligations hereunder.
(g) Compliance with Laws. Each of the
Affiliated Companies has complied in all material respects with all applicable
laws, rules, regulations, ordinances and orders.
(h) Taxes. The Affiliated Companies have filed
all tax returns (federal, state and local) required to be filed and have paid
all taxes, assessments and governmental charges and levies due pursuant to such
returns or pursuant to any assessment received by any of them, including
interest and penalties, if applicable.
(i) Corporate Structure. The Affiliated
Companies are the only corporations or other entities comprising the Affiliated
Group.
18. TERMINATION. Upon the payment to, or realization by,
the Lender of the cash proceeds of the Tax Refund, this Agreement shall
terminate.
19. GOVERNING LAW. The interpretation and performance of this
Agreement shall be governed by the laws of the Commonwealth of Virginia (or,
with respect to the security interests granted herein, by such other
jurisdiction if the validity or perfection of any security interest granted
herein is governed by reason of the mandatory provisions of law by the Uniform
Commercial Code as in effect in such jurisdiction other than Virginia).
20. SUCCESSORS. This Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
21. INTERPRETATIONS. The headings to sections of this Agreement are
for the convenience of reference only and do not form a part of this Agreement
and shall not affect the interpretation hereof. Unless the context indicates
otherwise, words in a singular number shall be deemed to include words in the
plural and vice versa, and words in one gender shall be deemed to include words
in other genders.
[Next page is signatures]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of the day and year first above written.
LENDER:
GENERAL ELECTRIC CAPITAL CORPORATION,
a New York corporation
By: ___________________________
Its: ___________________________
TFCEI:
TFC ENTERPRISES, INC.,
a Delaware corporation
By: ___________________________
Its: ___________________________
DEBTOR:
THE FINANCE COMPANY,
a Virginia corporation
By: ____________________________
Its: ____________________________
FCF:
FIRST COMMUNITY FINANCE, INC.,
a Virginia corporation
By: ____________________________
Its: ____________________________
TIA:
THE INSURANCE AGENCY, INC.,
a Virginia corporation
By: _____________________________
Its: _____________________________
