ELECTRIC CITY CORP
10QSB, EX-10.1, 2000-08-11
PREPACKAGED SOFTWARE
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                                  EXHIBIT 10.1

                                 LOAN AGREEMENT


                  THIS LOAN AGREEMENT (this "Agreement") dated as of this 28th
day of June, 2000, is made by and between LaSalle Bank National Association, a
national banking association (together with its successors and assigns,
"Lender"), and Electric City Corp., a Delaware corporation ("Borrower").

                              W I T N E S S E T H:

         WHEREAS, Borrower desires to borrow funds and obtain other financial
accommodations from Lender, and Lender is willing to make certain loans and
provide other financial accommodations to Borrower upon the terms and conditions
set forth herein.

         NOW, THEREFORE, in consideration of the terms and conditions contained
herein, of any loans or extensions of credit now or hereafter made to or for the
benefit of Borrower by Lender, and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

         1.       GENERAL DEFINITIONS

                  When used herein, the following terms shall have the following
         meanings:

         "ACCOUNT" shall mean any right to payment for goods sold or leased or
         for services rendered.

         "AFFILIATE" shall mean, with respect to any Person, any other Person
         directly or indirectly controlling, controlled by, or under direct or
         indirect common control with, such Person. A Person shall be deemed to
         control another Person if such first Person possesses, directly or
         indirectly, the power to direct or cause the direction of the
         management and policies of such other Person, whether through ownership
         of voting securities, by contract or otherwise.

         "ANCILLARY AGREEMENTS" shall mean all agreements, instruments and
         documents, including, without limitation, notes, guaranties, mortgages,
         deeds of trusts, chattel mortgages, pledges, powers of attorney,
         consents, assignments, contracts, notices, security agreements, leases,
         financing statements, subordination agreements, trust account
         agreements and all other written matter, whether heretofore, now, or
         hereafter executed by or on behalf of Borrower or any other Person
         and/or delivered to Lender or any Participant with respect to this
         Agreement (including, without limitation, the Security Agreement, the
         Revolving Note, the Term Note and Equipment Term Note), as any of the
         same may be amended or modified from time to time.

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         "BORROWING BASE" shall mean, on any given date, without duplication,
         with respect to the Revolving Loan (including, without limitation, fees
         due to Lender under the Revolving Loan), an amount equal to the sum of
         (i) and (ii) below:

                  (i)      an amount, adjusted as described below, equal to
                           eighty percent (80%) of the face amount (less maximum
                           discounts, credits and allowances which are granted
                           to the Account debtor thereof in connection
                           therewith) of all existing Eligible Accounts that are
                           set forth in the report of Accounts then most
                           recently delivered by the Borrower to the Lender and
                           all existing Eligible Accounts that are set forth in
                           any report of Accounts delivered by the Borrower to
                           the Lender since the date of such report of Accounts,
                           which amount shall be reduced by 100% of the face
                           amount of all payments which the Borrower has
                           received on or in connection with its Eligible
                           Accounts since the date of such schedule of Accounts;
                           plus

                  (ii)     an amount, adjusted as described below, equal to
                           fifty percent (50%) of the value of the Eligible
                           Inventory as set forth in the report of Inventory
                           then most recently delivered by the Borrower to the
                           Lender, which amount shall be reduced by 100% of the
                           Value of any reductions in Inventory made since the
                           date of such schedule of Inventory.

                  Notwithstanding any contrary provision contained herein,
         Lender may elect at any time following an Event of Default and during
         the continuance thereof, in its discretion, to change the foregoing
         method of calculating the Borrowing Base by reducing advances against
         Eligible Accounts or Eligible Inventory or to deduct additional
         reserves from the Borrowing Base, each upon ten (10) Business Days'
         prior written notice thereof to the Borrower.

         "BUSINESS DAY" shall mean any day other than a Saturday, Sunday or
         other day on which commercial banks in Chicago, Illinois are authorized
         or required to close under the laws of the State of Illinois or the
         laws of the United States.

         "CHANGE" shall have the meaning set forth in Section 2.7.2 of this
         Agreement.

         "CHARGES" shall mean all national, federal, state, county, city,
         municipal, and/or other governmental (including, the Pension Benefit
         Guaranty Corporation), taxes, levies, assessments, charges, liens,
         claims or encumbrances upon and/or relating to (i) the Collateral, (ii)
         the Liabilities, (iii) Borrower's employees, payroll, income and/or
         gross receipts, (iv) Borrower's ownership and/or use of any of its
         assets, or (v) any other aspect of Borrower's business.

         "CIB INDEBTEDNESS" means the Indebtedness owed by Borrower to CIB Bank
         pursuant to that certain Business Loan Agreement dated as of August 31,
         1998, as amended, by and

                                      -2-

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         between Borrower and CIB Bank, which Indebtedness is secured by that
         certain Mortgage dated as of August 31, 1998 by and between Borrower
         and CIB Bank.

         "CIB LIEN" means the first lien on the Landmeier property in favor of
         CIB Bank, which lien secures the CIB Indebtedness.

         "CODE" shall mean the Uniform Commercial Code of the State of Illinois,
         as the same may be amended from time to time.

         "COLLATERAL" shall mean any and all property and interests in property
         pledged, assigned, transferred or delivered to Lender by Borrower, or
         in which Borrower grants Lender a security interest, whether now or
         hereafter, to secure the Liabilities, including, without limitation,
         all personal property of Borrower subject to the Security Agreement and
         the Mortgage.

         "CURRENT ASSETS" shall mean, as of any particular date, all of
         Borrower's current cash and cash equivalents, marketable securities
         (both short term and long term), accounts receivable and inventory, in
         accordance with GAAP, consistently applied.

         "DEFAULT" shall mean any event or condition which, upon occurrence or
         with the passage of time, or upon the giving of notice, or both, would
         constitute an Event of Default.

         "DEFAULT RATE" shall have the meaning set forth in Section 2.3.4 of
         this Agreement.

         "EBITDA" means, for any period, determined in accordance with GAAP
         consistently applied, the sum of (a) the net income (or net loss) for
         such period, plus (b) all amounts deducted from net income (or net
         loss)for such period for depreciation and/or amortization, plus (c) all
         accrued taxes on or measured by income to the extent included in the
         determination of such net income (or net loss) for such period and any
         extraordinary losses or losses from discontinued operations; minus (e)
         any extraordinary gains or gains from discontinued operations to the
         extent included in net income (or net loss).

         "ELIGIBLE ACCOUNT" shall mean any of the Borrower's Accounts which
         meets each of the following requirements: (i) if it arises from the
         sale or lease of goods, such goods have been shipped or delivered to
         the Account debtor thereof; (ii) it is a valid, legally enforceable
         obligation of the Account debtor thereunder, and is not, as a result of
         Borrower's having an account payable to such Account debtor, subject to
         any offset, counterclaim or other defense on such Account debtor's part
         or to any claim on such Account debtor's part denying liability
         thereunder in whole or in part as a result of such account payable;
         (iii) it is subject to a perfected Lien in the Lender's favor and is
         not subject to any other Lien whatsoever; (iv) it is payable in U.S.
         dollars; (v) it is not owing by any governmental agency or body unless,
         with respect to such Account, the Borrower has complied with the
         Federal Assignment of Claims Act of 1940 (to the extent applicable) to
         the Lender's satisfaction;

                                      -3-

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         (vi) it is not owing by any Account debtor residing, located or
         having its principal activities or place of business outside the
         United States of America or who is not subject to service of process
         within the continental United States of America; (vii) it is not
         owing by any Account debtor involved in any bankruptcy or insolvency
         proceeding; (viii) it is not owing by the Borrower, any operating or
         other division thereof or any Affiliate of Borrower; (ix) it is not
         more than 90 days past due after delivery of such invoice to the
         Account debtor; and (x) it is not an Account as to which the Lender,
         at any time or times hereafter, determines, in good faith, upon ten
         (10) days prior written notice to the Borrower, that the prospect of
         payment or performance by the Account debtor thereof is or will be
         impaired. An Account of the Borrower which is at any time an
         Eligible Account, but which subsequently fails to meet any of the
         foregoing requirements, shall forthwith cease to be an Eligible
         Account. Additionally, to the extent the Borrower institutes new
         Account dating programs or modifies existing Account dating
         programs, the Lender shall review all information submitted by the
         Borrower with respect to such dating program and shall be reasonable
         in assessing requests to modify the definition of "Eligible Account"
         with respect to such Account dating programs.

         "ELIGIBLE EQUIPMENT" shall mean any of the Borrower's Equipment which
         meets the following requirements:

                  (i)      it is in good and workable condition, ordinary wear
                           and tear excepted;

                  (ii)     no portion of the purchase price thereof remains
                           unpaid, as established by documentation satisfactory
                           to Lender;

                  (iii)    it is not subject to any prior assignment, claim or
                           Lien;

                  (iv)     it complies with Borrower's specifications and has
                           been delivered to and accepted by Borrower;

                  (v)      there exists no material dispute with respect thereto
                           between Borrower and the manufacturer or supplier
                           thereof, including but not limited to material
                           warranty or other claims; and

                  (vi)     it is not Equipment which in any way fails to meet or
                           violates any warranty, representation or covenant
                           contained in this Agreement or any Ancillary
                           Agreements relating directly or indirectly to
                           Borrower's Equipment.

         Equipment which at any time is Eligible Equipment, but which
         subsequently fails to meet any of the foregoing requirements, shall
         forthwith cease to be Eligible Equipment.

         "ELIGIBLE INVENTORY" shall mean the Borrower's Inventory (net of all
         Inventory write-ups) which meets each of the following requirements:
         (i) it is raw materials or finished goods

                                      -4-

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         only and does not include work-in-process; (ii) it is in such
         condition that it may be sold in the ordinary course of the
         Borrower's business or as raw materials; (iii) in the case of goods
         held for sale or lease, it is new and unused; (iv) it is owned by
         the Borrower and is subject to a perfected Lien in the Lender's
         favor and is not subject to any other Lien whatsoever; and (v) it is
         not Inventory as to which the Lender, in good faith, upon ten (10)
         days prior written notice to the Borrower, has determined, in
         accordance with the Lender's customary business practices, that it
         is not acceptable due to age, type, category and/or quantity. Any of
         the Borrower's Inventory which is Eligible Inventory at any time,
         but which subsequently fails to meet any of the foregoing
         requirements, shall forthwith cease to be Eligible Inventory.

         "ENVIRONMENTAL LAWS" shall mean the Resource Conservation and Recovery
         Act of 1976, as amended, the Hazardous Materials Transportation Act,
         the Comprehensive 2 Environmental Response, Compensation and Liability
         Act of 1980, as amended and reauthorized by the Superfund Amendments
         and Reauthorization Act of 1986, any so-called "Superfund" or
         "Superlien" laws, the Toxic Substances Control Act, as amended, the
         Clean Air Act, the Federal Water Pollution Control Act or any other
         federal, state or local statute, law, ordinance, code, rule,
         regulation, order or decree regulating, relating to, or imposing
         liability or standards of conduct concerning, any hazardous, toxic or
         dangerous waste, substance or material as in effect from time to time.

         "EQUIPMENT TERM LOAN" shall have the meaning set forth in Section 2.1.2
         of this Agreement.

         "EQUIPMENT TERM NOTE" shall have the meaning set forth in Section
         2.1.2.1 of this Agreement.

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

         "EVENT OF DEFAULT" shall mean the occurrence or existence of any one or
         more of the events described in Section 6.1 of this Agreement.

         "FORD AUTOMOBILES" means the Ford Motor Company automobiles owned by
         Borrower.

         "FORD INDEBTEDNESS" means the Indebtedness owed by Borrower to Ford
         Motor Credit Corporation, the proceeds of which were used to purchase
         the Ford Automobiles.

         "FORD LIEN" means the first lien on the Ford Automobiles in favor of
         Ford Motor Credit Corporation, which lien secures the Ford
         Indebtedness.

         "GAAP" shall mean generally accepted accounting principles set forth in
         the opinions and pronouncements of the Accounting Principles Board of
         the American Institute of Certified Public Accountants and statements
         and pronouncements of the Financial Accounting Standards Board (or any
         successor authority)that are applicable to the circumstances as of the
         date of determination.

                                      -5-

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         "GREAT LAKES ACQUISITION" means the acquisition by Borrower of all of
         the issued and outstanding capital stock of Great Lakes Controlled
         Energy Corporation pursuant to the Great Lakes Acquisition Instruments.

         "GREAT LAKES ACQUISITION INSTRUMENTS" means that certain Stock Purchase
         Agreement by and between Borrower, Great Lakes Controlled Energy
         Corporation, and other parties which are signatories thereto, and all
         documents executed and delivered in connection therewith.

         "HAZARDOUS MATERIALS" shall mean any hazardous substance or pollutant
         or contaminant defined as such in (or for the purposes of) any
         Environmental Law and shall include, but shall not be limited to,
         petroleum, including crude oil or any fraction thereof, natural gas,
         any radioactive material and asbestos in any form or condition.

         "INDEBTEDNESS" shall mean all of a Person's liabilities, obligations
         and indebtedness to any Person of any and every kind and nature,
         whether primary, secondary, direct, indirect, absolute, contingent,
         fixed, or otherwise, heretofore, now or hereafter owing, due, or
         payable, however evidenced, created, incurred, acquired or owing and
         however arising, whether under written or oral agreement, by operation
         of law, or otherwise. Without in any way limiting the generality of the
         foregoing, Indebtedness specifically includes (i) the Liabilities, (ii)
         all other indebtedness for borrowed money, the deferred purchase price
         of goods or services, all guaranties, endorsements (other than for
         collection or deposit in the ordinary course of business) and all
         obligations under any letter of credit or acceptance facility, (iii)
         all obligations or liabilities of any Person that are secured by any
         lien, claim, encumbrance, or security interest upon property owned by
         Borrower, even though Borrower has not assumed or become liable for the
         payment thereof, (iv) all obligations or liabilities created or arising
         under any lease of real or personal property, or conditional sale or
         other title retention agreement with respect to property used and/or
         acquired by Borrower, even though the rights and remedies of the
         lessor, seller and/or lender thereunder are limited to repossession of
         such property, (v) all unfunded pension fund obligations and
         liabilities and (vi) deferred taxes.

         "LANDMEIER PROPERTY" means the real property, improvements and fixtures
         located at 1280 Landmeier Road, Elk Grove Village, Illinois 60007.

         "LIABILITIES" shall mean all of Borrower's liabilities, obligations and
         indebtedness to Lender of any and every kind and nature, whether
         primary, secondary, direct, indirect, absolute, contingent, fixed, or
         otherwise (including, without limitation, interest, charges, expenses,
         reasonable attorneys' fees, liquidated damages, and other sums
         chargeable to Borrower by Lender, future advances made to or for the
         benefit of Borrower and obligations of performance), whether arising
         under this Agreement, under any of the Ancillary Agreements or acquired
         by Lender from any other source, whether heretofore, now or hereafter
         owing, arising, due, or payable from Borrower to Lender, however
         evidenced, created, incurred, acquired or owing and however arising,
         whether under written or oral agreement, operation of law, or
         otherwise, and any refinancings, substitutions, extensions, renewals,
         replacements and modifications for or of any or all of the foregoing.

                                      -6-

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         "LIBOR" shall mean that fixed rate of interest per year for deposits
         with maturity periods of one, two, or three month(s) (which maturity
         period Borrower shall select subject to the terms stated herein) in
         United States dollars offered to Lender in or through the London or
         another offshore interbank market, as determined by the Lender in its
         sole discretion for or as of the borrowing date requested by the
         Borrower, DIVIDED BY one minus any applicable reserve requirement
         (expressed as a decimal) on Eurodollar deposits of the same amount and
         maturity as determined by Lender in its sole discretion.

         "LIEN" shall mean any mortgage, pledge, lien, security interest or
         other charge, encumbrance or preferential arrangement.

         "LOAN ACCOUNT" shall have the meaning set forth in Section 3.1 of this
         Agreement.

         "LOANS" shall mean the Loans comprising the Total Facility as set forth
         in Section 2.1.

         "MARINO INDEBTEDNESS" means the Indebtedness owed by Borrower to Joseph
         Marino pursuant to that certain Subordinated Secured Term Note dated as
         of May 30, 2000, made by Borrower payable to the order of Joseph
         Marino, as amended by that certain Amendment to Subordinated Secured
         Term Note, which Indebtedness is secured by that General Security
         Agreement dated as of May 30, 2000, by and between Borrower and Joseph
         Marino, as amended by that certain Amendment to General Security
         Agreement.

         "MARINO LIEN" means the junior lien on the personal property of
         Borrower in favor of Joseph Marino, which lien secures the Marino
         Indebtedness, subject to the first lien in favor of Lender.

         "NET WORTH" means stockholders' equity as shown on a balance sheet,
         determined in accordance with GAAP applied on a consistent basis.

         "PARTICIPANT" shall mean any Person, now or at any time or times
         hereafter, participating with Lender in the Loans made by Lender to
         Borrower pursuant to this Agreement and the Ancillary Agreements.

         "PERMITTED ENCUMBRANCES" means the following:

         (1)      liens for taxes, assessments or other governmental charges not
                  yet due and payable;

         (2)      statutory liens of landlords, carriers, warehousemen,
                  mechanics, materialmen and other similar liens imposed by law,
                  which are incurred in the ordinary course of business for sums
                  not more than thirty (30) days delinquent or which are being
                  diligently contested in good faith in a manner which stays
                  enforcement of such liens, and with respect to which the
                  Borrower has provided for and is maintaining adequate reserves
                  in accordance with GAAP;

         (3)      liens (other than any lien imposed by the Employee Retirement
                  Income Security Act of 1974 or any rule or regulation
                  promulgated thereunder) incurred or deposits made

                                      -7-

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                  in the ordinary course of business in connection with
                  workers' compensation, unemployment insurance and other
                  types of social security, or deposits made to secure the
                  performance of tenders, statutory obligations, surety,
                  stay, customs and appeal bonds, bids, government contracts,
                  trade contracts, performance and return of money bonds and
                  other similar obligations (exclusive of obligations for the
                  payment of borrowed money);

         (4)      deposits, in an aggregate amount not to exceed $50,000, made
                  in the ordinary course of business to secure liability to
                  insurance carriers;

         (5)      liens for purchase money obligations; PROVIDED that: (a) the
                  Indebtedness secured by any such lien shall not exceed
                  $250,000 in the aggregate at any time outstanding; (b) any
                  such lien encumbers only the asset so purchased; and (c) the
                  Indebtedness secured by such lien is incurred within ninety
                  (90) days after the purchase of such asset;

         (6)      any attachment or judgment lien not constituting an Event of
                  Default under subsection 6.1.11;

         (7)      easements, rights of way, restrictions, and other similar
                  charges or encumbrances not interfering in any material
                  respect with the ordinary conduct of the business of Borrower
                  or any of its Subsidiaries;

         (8)      any interest or title of a lessor under any lease permitted by
                  subsection 5.2.10;

         (9)      liens in favor of the Lender;

         (10)     the CIB Lien;

         (11)     the Ford Lien; and

         (12)     the Mario Lien.

         "PERSON" shall mean any individual, sole proprietorship, partnership,
         limited liability company, joint venture, trust, unincorporated
         organization, association, corporation, institution, entity, party,
         business organization of any other kind, or governmental agency, unit
         or representative of any kind (whether national, federal, state,
         county, city, municipal or otherwise, including, any instrumentality,
         division, agency, body or department thereof).

         "PRIME RATE" shall mean the interest rate per annum from time to time
         announced and made effective by Lender at its office in Chicago,
         Illinois, as the Prime Rate, or, as the case may be, the base,
         reference or other similar rate then designated by Lender for
         commercial loan reference purposes, it being understood that such rate
         is a reference rate, not necessarily the lowest interest rate charged
         by Lender to its customers, and as established from time to time serves
         as the basis upon which effective rates of interest are calculated for
         those loans making reference thereto.

                                      -8-

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         "RELEASE" shall have the same meaning as set forth in the Comprehensive
         Environmental Response, Compensation and Liability Act of 1980 as
         amended and reauthorized.

         "REPORTABLE EVENT" shall mean any of the events set forth in Section
         4043 of ERISA, or the regulations thereunder.

         "REVOLVING LOAN" shall have the meaning set forth in Section 2.1.1 of
         this Agreement.

         "REVOLVING NOTE" shall have the meaning set forth in Section 2.1.1.1 of
         this Agreement.

         "SECURITY AGREEMENT" means that certain Security Agreement of even date
         herewith executed by Borrower in favor of Lender, as the same may be
         amended or modified from time to time.

         "STOCK" shall mean all shares, options, interests, participations or
         other equivalents (however designated) of or in a corporation, whether
         voting or non-voting, including, common stock, warrants, preferred
         stock, convertible debentures and all agreements, instruments, and
         documents convertible, in whole or in part, into any one or all of the
         foregoing.

         "SUBSIDIARY" shall mean any corporation of which more than 50% of the
         outstanding shares of Stock which have voting power sufficient to elect
         a majority of the board of directors of such corporation (irrespective
         of whether or not at the time Stock of any other class or classes shall
         have or might have voting power by reason of the happening of any
         contingency) is at the time directly or indirectly owned by Borrower,
         by Borrower and one or more Affiliates or other Subsidiaries, or by one
         or more Affiliates or other Subsidiaries.

         "SWITCHBOARD ACQUISITION" means the acquisition by Electric City
         Acquisition Corporation, a Subsidiary of Borrower, of all of the issued
         and outstanding capital stock of Switchboard Apparatus, Inc.
         ("Switchboard") pursuant to the Switchboard Acquisition Instruments,
         and the concurrent merger of Switchboard with and into Electric City
         Acquisition Corporation, with Electric City Acquisition Corporation as
         the surviving corporation.

         "SWITCHBOARD ACQUISITION INSTRUMENTS" means that certain Agreement and
         Plan of Merger by and among Borrower, Electric City Acquisition
         Corporation, Switchboard and the other parties which are signatories
         thereto, and all other documents executed and delivered in connection
         therewith.

         "TERM LOAN" shall have the meaning set forth in Section 2.1.2 of this
         Agreement.

         "TERM NOTE " shall have the meaning set forth in Section 2.1.2.1 of
         this Agreement.

         "TOTAL FACILITY" shall have the meaning set forth in Section 2.1 of
         this Agreement.

         Any accounting terms used in this Agreement which are not specifically
defined shall have the meanings customarily given them in accordance with GAAP.

                                      -9-

<PAGE>

         All other terms contained in this Agreement which are not otherwise
defined in Section 1 or in any other section of this Agreement shall, unless the
context indicates otherwise, have the meanings provided for by the Code to the
extent the same are used or defined therein.

         2.       LOANS: GENERAL TERMS

                  2.1      TOTAL FACILITY. Lender shall make available for
                           Borrower's use from time to time during the term of
                           this Agreement, upon Borrower's written request
                           therefor, certain loans and other financial
                           accommodation not to exceed the aggregate principal
                           amount of Three Million Dollars ($3,000,000.00)
                           ("Total Facility"), subject to the additional
                           covenants contained in Sections 2.1.2 and 2.5 with
                           respect to Borrower's advancement of monetary amounts
                           received under the Term Loan (as defined herein) and
                           the Equipment Term Loan (as defined herein) to
                           Electric City Acquisition Corporation, a Subsidiary
                           of Borrower, following consummation of the
                           Switchboard Acquisition, and subject to and in
                           accordance with all of the terms and conditions of
                           this Agreement and Ancillary Agreements, and shall
                           consist of:

                           2.1.1    REVOLVING LOAN. A revolving line of credit
                                    (the "Revolving Loan") in an aggregate
                                    principal amount, as the Borrower may from
                                    time to time request but not exceeding, at
                                    any time outstanding, the lesser of (i) the
                                    Borrowing Base minus the aggregate amount of
                                    all outstanding fees due to Lender under the
                                    Revolving Loan, or (ii) Two Million Dollars
                                    ($2,000,000.00) minus the aggregate amount
                                    of all outstanding fees due to Lender under
                                    the Revolving Loan. In no event shall Lender
                                    issue to Borrower an amount greater than the
                                    sum of 80% of Borrower's Eligible Accounts
                                    and Borrower's Eligible Inventory or in the
                                    case of advances made to Borrower hereunder
                                    which are then advanced by Borrower to any
                                    Subsidiary of Borrower prior to an audit of
                                    such Subsidiary by Lender (and the results
                                    of such audit being satisfactory to Lender),
                                    an amount greater than the sum of 75% of the
                                    Eligible Accounts of such Subsidiary and 40%
                                    of the Eligible Inventory of such
                                    Subsidiary. Further, Borrower shall not
                                    advance any sums of money which it receives
                                    under the Revolving Loan to any Subsidiary
                                    of Borrower, without obtaining the prior
                                    written consent of Lender, which consent
                                    shall not be unreasonably withheld.

                                    2.1.1.1 All indebtedness of the Borrower
                                            evidenced by the Revolving Note or
                                            relating to the Revolving Loan
                                            (including, without limitation, all
                                            principal and accrued interest
                                            thereon) shall be repaid in full not
                                            later than June ___, 2001 (the
                                            "Revolving Loan Termination Date").
                                            The Revolving Loan shall be
                                            evidenced by a Revolving Note in the
                                            form attached hereto as Exhibit A
                                            (the "Revolving Note"). To the
                                            extent payment is not already due,
                                            Borrower may repay the Revolving
                                            Loan in whole or in part (without
                                            penalty or premium) upon one
                                            business day's prior notice to
                                            Lender with sums repaid

                                     -10-

<PAGE>

                                            available to be reborrowed
                                            consistent with and subject to
                                            the terms and conditions
                                            described herein governing new
                                            advances under the Revolving
                                            Loan. Without obtaining Lender's
                                            prior written consent, Borrower
                                            may not borrow any sums hereunder
                                            at any time that a Default or
                                            Event of Default has occurred and
                                            is continuing (including, without
                                            limitation, noncompliance with
                                            Section 5.1 hereof).

                                    2.1.1.2 Borrower shall submit to Lender a
                                            Borrowing Base Certificate, in the
                                            form attached hereto as Exhibit D,
                                            on a monthly basis so long as there
                                            exists an outstanding balance on the
                                            Revolving Loan. All requests for
                                            advances under the Revolving Loan
                                            and/or the Revolving Note shall be
                                            in writing and signed by an
                                            authorized representative of
                                            Borrower. Lender shall respond to
                                            such requests on the same Business
                                            Day if the request is made by 2:00
                                            p.m., central time. Any request for
                                            advances made after 2:00 p.m. on any
                                            Business Day shall be treated as
                                            being received by Lender on the
                                            following Business Day.

                           2.1.2    TERM LOANS. A term loan in the amount of the
                                    lesser of: (a) $500,000.00, or (b) 75% of
                                    the appraised value of the real property
                                    secured by the Mortgage as determined by a
                                    reputable appraiser satisfactory to Lender
                                    and delivered to Lender pursuant to Section
                                    7.2.3 below (the "Term Loan") and an
                                    equipment loan in the amount of the lesser
                                    of: (a) $500,000.00, or (b) 80% of the
                                    invoice cost satisfactorily demonstrated to
                                    Lender following the account receivable and
                                    inventory audit pursuant to Section 7.2.4
                                    below (the "Equipment Term Loan"; the Term
                                    Loan and the Equipment Term Loan hereinafter
                                    sometimes collectively referred to as the
                                    "Term Loans") shall be made to Borrower.
                                    Notwithstanding the foregoing, Borrower
                                    acknowledges that Lender's obligation to
                                    fund any amounts under the Term Loan and the
                                    Equipment Term Loan is contingent upon
                                    Borrower's acquisition of Switchboard. Upon
                                    the closing of the Switchboard Acquisition,
                                    Borrower shall cause Electric City
                                    Acquisition Corporation, a Subsidiary of
                                    Borrower, to (a) execute an intercompany
                                    note in favor of Borrower, which Borrower
                                    shall then pledge to Lender as security for
                                    the amounts advanced from Borrower to
                                    Electric City Acquisition Corporation, (b)
                                    execute and deliver to Lender a Mortgage in
                                    the form attached hereto as Exhibit F, and
                                    (c) execute and deliver any security
                                    agreements, mortgages, financing statements
                                    or any other certificates, agreements or
                                    documents as Lender may reasonably request.

                                    2.1.2.1 All indebtedness of the Borrower
                                            evidenced by the Term Loan or the
                                            Equipment Term Loan (including,
                                            without limitation, all principal
                                            and accrued interest thereon), shall
                                            be repaid in

                                     -11-

<PAGE>

                                            full not later than three (3)
                                            years following the date of
                                            execution of each of the Term
                                            Loan and Equipment Term Loan (the
                                            "Term Loans Termination Date").
                                            The Term Loan shall be evidenced
                                            by a Term (Mortgage) Note in the
                                            form attached hereto as Exhibit B
                                            (the "Term Note") and the
                                            Equipment Term Loan shall be
                                            evidenced by an Equipment Term
                                            Note in the form attached hereto
                                            as Exhibit C (the "Equipment Term
                                            Note").

                  2.2      ADVANCES TO CONSTITUTE ONE LOAN: EFFECT OF REVOLVING
                           LOAN TERMINATION.

                           2.2.1    ONE LOAN. All loans and advances by Lender
                                    to Borrower under this Agreement and the
                                    Ancillary Agreements (whether made as a
                                    Revolving Loan or Term Loans or otherwise),
                                    shall constitute one loan, and all
                                    Indebtedness of Borrower to Lender under
                                    this Agreement and the Ancillary Agreements
                                    shall constitute one general obligation
                                    secured by the Collateral.

                  2.3      INTEREST RATE. Borrower shall pay Lender interest on
                           the outstanding principal balance of the Liabilities
                           at the following rates:

                           2.3.1    REVOLVING LOAN. (a) The principal amount
                                    outstanding under the Revolving Loan will
                                    bear interest at a varying rate equal to the
                                    Prime Rate, or LIBOR plus 275 basis points
                                    based upon 1, 2 and 3 month options.

                                    (b)     Borrower shall select and change its
                                            selection of the interest rate as
                                            between the Prime Rate and LIBOR to
                                            apply to at least $100,000 and in
                                            integral multiples of $100,000
                                            thereafter (or the remaining amount
                                            available under the Revolving Note)
                                            of the Revolving Loan for the entire
                                            outstanding principal balance of the
                                            Loan, subject to the following
                                            requirements:

                                            (i)  At the time the Loan is made;

                                            (ii) At the expiration of the
                                            particular LIBOR maturity period
                                            selected for the outstanding
                                            principal balance of any advance
                                            ("advance" referring to a portion of
                                            the Revolving Loan) currently
                                            bearing interest at LIBOR; and

                                            (iii) At any time for the
                                            outstanding principal balance of any
                                            advance currently bearing interest
                                            at the Prime Rate.


                                    (c)     Rate changes and notifications.

                                     -12-

<PAGE>

                                            (i) LIBOR. If Borrower wishes to
                                            borrow funds at LIBOR or if Borrower
                                            wishes to change the rate of
                                            interest on any advance, within the
                                            limits described above, from the
                                            Prime Rate to LIBOR, it shall, not
                                            less than three banking days of the
                                            Lender prior to the banking day of
                                            the Lender on which such rate is to
                                            take effect, give Lender written or
                                            telephonic notice thereof, which
                                            shall be irrevocable. Such notice
                                            shall specify the advance to which
                                            LIBOR is to apply, and, in addition,
                                            the desired LIBOR maturity period
                                            (but not to exceed the maturity date
                                            of the Revolving Note unless the
                                            Lender consents otherwise).

                                            (ii) Failure to Notify. If Borrower
                                            does not notify Lender at the
                                            expiration of a selected maturity
                                            period with respect to any principal
                                            outstanding at LIBOR, then in the
                                            absence of such notice Borrower
                                            shall be deemed to have elected to
                                            have such principal accrue interest
                                            after the respective LIBOR maturity
                                            period at the Prime Rate. If
                                            Borrower wishes to borrow money at,
                                            or change the rate of interest on
                                            any advance, within the limits
                                            described above, to the Prime Rate,
                                            it shall notify Lender on the date
                                            of borrowing or conversion; if any
                                            such notification is not received
                                            before 2:00 p.m. Chicago time on a
                                            banking day of the Lender, at
                                            Lender's option the borrowing or
                                            conversion may not be effected until
                                            the next banking day. If Borrower
                                            does not notify Lender as to its
                                            selection of the interest rate
                                            option with respect to any new
                                            advance of principal, then in the
                                            absence of such notice Borrower
                                            shall be deemed to have elected to
                                            have such advance accrue interest at
                                            the Prime Rate.

                                    (d)     Interest payment dates. Accrued
                                            interest shall be paid in respect of
                                            each portion of principal to which:

                                            (i) the Prime Rate applies, monthly
                                            on the first day of each month of
                                            each year, beginning with the first
                                            of such dates to occur after the
                                            date of the first advance, at
                                            maturity of the Revolving Note, and
                                            upon payment in full, whichever is
                                            earlier or more frequent; and

                                            (ii) LIBOR applies, monthly on the
                                            first day of each month, at the end
                                            of each respective maturity period
                                            (unless interest is payable monthly
                                            or quarterly as provided above),
                                            every three months (unless interest
                                            is payable monthly or quarterly as
                                            provided above), at maturity of the
                                            Revolving Note, and upon payment in
                                            full, whichever is earlier or more
                                            frequent.

                                            After maturity, interest shall be
                                            payable upon demand.

                                     -13-

<PAGE>

                                    (e)     Additional provisions with respect
                                            to LIBOR Loans.

                                            The selection by Borrower of LIBOR
                                            and the maintenance of advances at
                                            such rate shall be subject to the
                                            following additional terms and
                                            conditions:

                                            (i) Availability of Deposits at a
                                            Determinable Rate. If, after
                                            Borrower has elected to borrow or
                                            maintain any advance at LIBOR,
                                            Lender notifies Borrower that:

                                                 (1) United States dollar
                                                 deposits in the amount and for
                                                 the maturity requested are not
                                                 available to Lender in the
                                                 London interbank market; or

                                                 (2) Reasonable means do not
                                                 exist for Lender to determine
                                                 LIBOR for the amount and
                                                 maturity requested,

                                                      all as determined by the
                                                      Lender in its sole
                                                      discretion, then the
                                                      principal subject or to be
                                                      subject to LIBOR shall
                                                      accrue or shall continue
                                                      to accrue interest at the
                                                      Prime Rate.

                                            (ii) Prohibition of Making,
                                            Maintaining, or Repayment of
                                            Principal at LIBOR. If any treaty,
                                            statute, regulation, interpretation
                                            thereof, or any directive,
                                            guideline, or otherwise by a central
                                            bank or fiscal authority (whether or
                                            not having the force of law) shall
                                            either prohibit or extend the time
                                            at which any principal subject to
                                            LIBOR may be purchased, maintained,
                                            or repaid, then on and as of the
                                            date the prohibition becomes
                                            effective, the principal subject to
                                            that prohibition shall continue at
                                            the Prime Rate.

                                            (iii) Payments of Principal and
                                            Interest to be Net of Any Taxes or
                                            Costs. All payments of principal and
                                            interest shall be made net of any
                                            taxes and costs incurred by Lender
                                            resulting from having principal
                                            outstanding hereunder at LIBOR.
                                            Without limiting the generality of
                                            the preceding obligation,
                                            illustrations of such taxes and
                                            costs are:

                                                   (1) Taxes (or the withholding
                                                   of amounts for taxes) of any
                                                   nature whatsoever including
                                                   income, excise, and interest
                                                   equalization taxes (other
                                                   than income taxes imposed by
                                                   the United States or any
                                                   state thereof on the income
                                                   of Lender), as well as all
                                                   levies, imposts, duties, or
                                                   fees whether now in existence
                                                   or resulting from a change
                                                   in, or promulgation of, any
                                                   treaty, statute, regulation,
                                                   interpretation thereof, or
                                                   any directive, guideline, or
                                                   otherwise, by a central bank
                                                   or fiscal

                                     -14-

<PAGE>

                                                   authority (whether or not
                                                   having the force of law)
                                                   or a change in the basis
                                                   of, or time of payment of,
                                                   such taxes and other
                                                   amounts resulting
                                                   therefrom;

                                                   (2) Any reserve or special
                                                   deposit requirements against
                                                   assets or liabilities of, or
                                                   deposits with or for the
                                                   account of, Lender with
                                                   respect to principal
                                                   outstanding at LIBOR
                                                   (including those imposed
                                                   under Regulation D of the
                                                   Federal Reserve Board) or
                                                   resulting from a change in,
                                                   or the promulgation of, such
                                                   requirements by treaty,
                                                   statute, regulation,
                                                   interpretation thereof, or
                                                   any directive, guideline, or
                                                   otherwise by a central bank
                                                   or fiscal authority (whether
                                                   or not having the force of
                                                   law);

                                                   (3) Any other costs resulting
                                                   from compliance with
                                                   treaties, statutes,
                                                   regulations, interpretations,
                                                   or any directives or
                                                   guidelines, or otherwise by a
                                                   central bank or fiscal
                                                   authority (whether or not
                                                   having the force of law);

                                                   (4) Any loss (including
                                                   without limitation loss of
                                                   anticipated profits) or
                                                   expense incurred by reason of
                                                   the liquidation or
                                                   re-employment of deposits
                                                   acquired by Lender to make
                                                   advances or maintain
                                                   principal outstanding at
                                                   LIBOR:

                                                          (A) As the result of a
                                                          voluntary prepayment
                                                          at a date other than
                                                          the maturity date
                                                          selected for principal
                                                          outstanding at LIBOR;
                                                          or

                                                          (B) As the result of a
                                                          mandatory repayment at
                                                          a date other than the
                                                          maturity date selected
                                                          for principal
                                                          outstanding at LIBOR
                                                          as a result of (i)
                                                          Borrower exceeding any
                                                          applicable borrowing
                                                          base, (ii) the
                                                          occurrence of an Event
                                                          of Default and the
                                                          acceleration of any
                                                          portion of the
                                                          indebtedness
                                                          hereunder, or (iii)
                                                          the scheduled maturity
                                                          date of the Revolving
                                                          Note occurring prior
                                                          to the LIBOR maturity
                                                          date due to Borrower's
                                                          selection of a LIBOR
                                                          maturity period which
                                                          extends beyond the
                                                          scheduled maturity
                                                          date of the Revolving
                                                          Note; or

                                                          (C) As the result of a
                                                          prohibition on making,
                                                          maintaining, or
                                                          repaying principal
                                                          outstanding at LIBOR.

                                     -15-

<PAGE>

         If Lender incurs any such taxes or costs, Borrower, within ten (10)
days following Lender's demand in writing specifying such taxes and costs, shall
promptly pay them; save for manifest error Lender's specification shall be
presumptively deemed correct. All advances made at LIBOR shall be conclusively
deemed to have been funded by or on behalf of Lender in the London interbank
market by the purchase of deposits corresponding in amount and maturity to the
amount and interest periods selected (or deemed to have been selected) by
Borrower under the Revolving Note.

                           2.3.2    TERM LOANS. The principal amount outstanding
                                    under the Term Loans will bear interest at a
                                    fixed rate of interest of ________ percent
                                    (___%) per annum.(1)

                           2.3.3    COMPUTATION OF INTEREST. All interest shall
                                    be computed on the basis of a year of 360
                                    days and actual days elapsed, and shall be
                                    payable as provided in Section 3.2 of this
                                    Agreement. Any change in any interest rate
                                    applicable to any of the Liabilities based
                                    on the Prime Rate shall be effective as of
                                    the effective date stated in the
                                    announcement by the Lender of such change in
                                    the Prime Rate.

                           2.3.4    DEFAULT RATE. Upon the occurrence and during
                                    the continuance of an Event of Default,
                                    Borrower shall pay Lender interest on the
                                    outstanding Liabilities, including
                                    principal, interest, fees if not paid when
                                    due and reimbursable expenses if not paid
                                    when due, at a rate (the "Default Rate"),
                                    equal to the interest rate provided in the
                                    Revolving Note, the Term Note or the
                                    Equipment Term Note, as the case may be,
                                    PLUS three percent (3%).

                           2.3.5    MAXIMUM INTEREST. It is the intention of
                                    Lender and Borrowers to comply with the laws
                                    of the State of Illinois, and
                                    notwithstanding any provision to the
                                    contrary contained herein or in the other
                                    Ancillary Agreements, the Borrower shall not
                                    be required to pay, and the Lender shall not
                                    be permitted to collect, any amount in
                                    excess of the maximum amount of interest
                                    permitted by applicable law ("Excess
                                    Interest"). If any Excess Interest is
                                    provided for or determined to have been
                                    provided for by a court of competent
                                    jurisdiction in this Agreement or in any of
                                    the other Ancillary Agreements, then in such
                                    event (i) the provisions of this Section
                                    shall govern and control; (ii) Borrower
                                    shall not be obligated to pay any Excess
                                    Interest; (iii) any Excess Interest that
                                    Lender may have received hereunder shall be,
                                    at Lender's sole option, (A) applied as a
                                    credit against either

----------------------------
(1)  To be determined based upon three year cost of funds plus 200 bps, fixed.

                                     -16-

<PAGE>

                                    the outstanding principal balance of the
                                    Loans or accrued and unpaid interest
                                    hereon, (B) refunded to the payor
                                    thereof, or (C) any combination of the
                                    foregoing; (iv) the interest rate(s)
                                    provided for herein shall be
                                    automatically reduced to the maximum rate
                                    allowed under applicable law, and this
                                    Agreement and the other Ancillary
                                    Agreements shall be deemed to have been,
                                    and shall be, reformed and modified to
                                    reflect such reduction; and (v) Borrower
                                    shall not have any action against Lender
                                    for any damages arising out of the
                                    payment or collection of any Excess
                                    Interest. Notwithstanding the foregoing,
                                    if any interest payment or other charge
                                    or fee payable hereunder or under any of
                                    the other Ancillary Agreements exceeds
                                    the maximum amount then permitted by
                                    applicable law, then to the extent
                                    permitted by law, Borrower shall be
                                    obligated to pay the maximum amount then
                                    permitted by applicable law and Borrower
                                    shall continue to pay the maximum amount
                                    from time to time permitted by applicable
                                    law until all such interest payments and
                                    other charges and fees otherwise due
                                    hereunder or under any of the other
                                    Ancillary Agreements (in the absence of
                                    such restraint imposed by applicable law)
                                    have been paid in full.

                  2.4      SETOFF. Borrower agrees that, if at any time any
                           Event of Default shall have occurred and be
                           continuing, then Lender or the holder of any
                           promissory note issued hereunder, in its sole
                           discretion, may apply to the payment of any and all
                           Liabilities, any and all balances, credits, deposits,
                           accounts or moneys of Borrower then or thereafter
                           with, maintained, or held by Lender or such holder.
                           Without limitation of the foregoing sentence,
                           Borrower agrees that, upon and after the occurrence
                           and during the continuance of any Event of Default,
                           Lender is hereby authorized, at any time and from
                           time to time, without notice to Borrower, (i) to set
                           off against and to appropriate and apply to the
                           payment of any and all Liabilities (whether matured
                           or fixed or liquidated or unliquidated) any and all
                           amounts which the Lender is obligated to pay over to
                           Borrower (whether matured, and, in the case of
                           deposits, whether general or special, time or demand
                           and however evidenced), and (ii) pending any such
                           action, to the extent necessary, to deposit such
                           amounts with Lender as Collateral to secure such
                           Liabilities and to dishonor any and all checks and
                           other items drawn against any deposits so held as the
                           Lender in its sole discretion may elect. The rights
                           of Lender under this Section are in addition to all
                           other rights and remedies which Lender may otherwise
                           have.

                  2.5      SECURITY. Pursuant to the Security Agreement, in the
                           form attached hereto as Exhibit E, and the Mortgage,
                           in the form attached hereto as Exhibit F, to be
                           executed and delivered by Electric City Acquisition
                           Corporation concurrent with the consummation of the
                           Switchboard Acquisition, payment of the Liabilities
                           in full (other than contingent indemnification
                           obligations to the extent no unsatisfied claim giving
                           rise thereto has been asserted) is

                                     -17-

<PAGE>

                           secured by a first priority perfected lien and
                           security interest in all of Borrower's assets,
                           personal property (excluding the Ford Automobiles)
                           and real property (excluding the Landmeier
                           Property), subject to Permitted Encumbrances.
                           Further, Borrower acknowledges and agrees that in
                           consideration of advances made to Borrower (a)
                           under the Revolving Loan which are then advanced
                           by Borrower to any Subsidiary of Borrower,
                           Borrower shall cause such Subsidiary to execute
                           and deliver to Lender any notes, security
                           agreements, mortgages, financing statements or any
                           other certificates, agreements or documents as
                           Lender may reasonably request prior to Lender
                           advancing such amounts to Borrower, and (b) under
                           either the Term Loan or the Equipment Term Loan,
                           Borrower shall cause Electric City Acquisition
                           Corporation, a Subsidiary of Borrower, to execute
                           and deliver to Lender the agreements, documents
                           and certificates identified in Section 2.1.2
                           hereof.

                  2.6      PROVISIONS OF AGREEMENT TO REMAIN IN FORCE.
                           Notwithstanding any termination of the Total
                           Facility, until all of the Liabilities shall have
                           been fully paid and satisfied (other than contingent
                           indemnification obligations to the extent no
                           unsatisfied claim giving rise thereto has been
                           asserted), Borrower shall continue to pay interest to
                           Lender as provided in Section 2.3 of this Agreement,
                           Lender shall be entitled to retain its security
                           interest in the Collateral, Borrower shall continue
                           to remit collection of Accounts and proceeds of
                           Collateral as provided in this Agreement, and Lender
                           shall retain all of its rights and remedies under
                           this Agreement, by law or in equity.

                  2.7      CHANGE IN CIRCUMSTANCES.

                           2.7.1    YIELD PROTECTION. If any law or any
                                    governmental or quasi-governmental rule,
                                    regulation, policy, guideline or directive
                                    (whether or not having the force of law),
                                    adopted after the date of this Agreement and
                                    having general applicability to all banks
                                    within the jurisdiction in which Lender
                                    operates, or any interpretation or
                                    application thereof by any governmental
                                    authority charged with the interpretation or
                                    application thereof, or the compliance of
                                    Lender therewith,

                                    2.7.1.1 subjects Lender to any tax, duty,
                                            charge or withholding on or from
                                            payments due from the Borrower
                                            (excluding federal taxation of the
                                            overall net income of Lender), or
                                            changes the basis of taxation of
                                            payments to Lender in respect to its
                                            Loans, or other amounts due it
                                            hereunder, or

                                    2.7.1.2 imposes or increases or deems
                                            applicable any reserve, assessment,
                                            insurance charge, special deposit or
                                            similar requirement against assets
                                            of, deposits with or for the account
                                            of, or credit extended by, Lender
                                            with respect to its Loans, or

                                     -18-

<PAGE>

                                    2.7.1.3 imposes any other condition the
                                            result of which is to increase the
                                            cost to Lender of making, funding or
                                            maintaining the Loans or reduces any
                                            amount received by Lender in
                                            connection with the Loans or
                                            requires Lender to make any payment
                                            calculated by reference to the
                                            amount of Loans or interest received
                                            by it by an amount deemed material
                                            by Lender in its sole discretion;

                                    and the result of any of the foregoing is to
                                    increase the cost to Lender of making,
                                    renewing or maintaining the Loans or to
                                    reduce any amount received under this
                                    Agreement, then, within 15 days after
                                    receipt by Borrower of written demand by
                                    Lender pursuant to 2.7.3, the Borrower shall
                                    pay Lender that portion of such increased
                                    expense incurred or reduction in an amount
                                    received which Lender determines is
                                    attributable to making, funding and
                                    maintaining the Loans and its commitments
                                    under this Agreement.

                           2.7.2    CHANGES IN CAPITAL ADEQUACY REGULATIONS. If
                                    Lender determines (i) the amount of capital
                                    required or expected to be maintained by
                                    Lender or any corporation controlling such
                                    Lender is increased as a result of a
                                    "Change" (as defined below), and (ii) such
                                    increase in required capital will result in
                                    an increase in the cost to Lender of
                                    maintaining its Revolving Loan, the Term
                                    Loans, or its obligation to make Loans
                                    hereunder, then, within 15 days after
                                    receipt by Borrower of written demand by
                                    such Lender pursuant to Section 2.7.3,
                                    Borrower shall pay Lender the amount
                                    necessary to compensate Lender for any
                                    shortfall in the rate of return on the
                                    portion of such increased capital which
                                    Lender determines is attributable to this
                                    Agreement, its Loans, or its obligation to
                                    make Loans hereunder. "Change" means (i) any
                                    change after the date of this Agreement in
                                    the "Risk-Based Capital Guidelines" (as
                                    defined below), or (ii) adoption of or
                                    change in any other law, governmental or
                                    quasi-governmental rule, regulation, policy,
                                    guideline, interpretation or directive
                                    (whether or not having the force of law)
                                    after the date of this Agreement and having
                                    general applicability to all banks and
                                    financial institutions within the
                                    jurisdiction in which such Lender operates
                                    which affects the amount of capital required
                                    or expected to be maintained by Lender or
                                    any corporation controlling lender.
                                    "Risk-Based Capital Guidelines" means (i)
                                    the risk-based capital guidelines in effect
                                    in the United States on the date of this
                                    Agreement, including transition rules, and
                                    (ii) the corresponding capital regulations
                                    promulgated by regulatory authorities
                                    outside the United States including
                                    transition rules, and any amendments to such
                                    regulations.

                                     -19-

<PAGE>

                           2.7.3    LENDER STATEMENTS: SURVIVAL OF INDEMNITY.
                                    Lender shall use its best efforts to notify
                                    Borrower in writing of any Change, law,
                                    policy rule, guideline or directive giving
                                    rise to such demand for compensation not
                                    later than ninety (90) days following the
                                    date upon which Lender knows of such Change,
                                    law, policy, rule, guideline or directive.
                                    Any demand for compensation pursuant to this
                                    Agreement shall be in writing and shall
                                    state the amount due, if any, and shall set
                                    forth, in reasonable detail the calculations
                                    upon which Lender determined such amount.
                                    Such written demand shall be rebuttably
                                    presumed correct for all purposes. The
                                    obligations of the Borrower under this
                                    Section 2.7, shall survive payment of the
                                    Liabilities and termination of this
                                    Agreement for a period of 180 days.

         3.       PAYMENTS

                  3.1      BORROWER'S LOAN ACCOUNT. Lender shall maintain a loan
                           account ("Loan Account") on its books in which shall
                           be recorded (i) all loans and advances made by Lender
                           to Borrower pursuant to this Agreement, (ii) all
                           payments made by Borrower on all such loans and
                           advances and (iii) all other appropriate debits and
                           credits as provided in this Agreement, including, all
                           fees, charges, expenses and interest. All entries in
                           Borrower's Loan Account and other accounts shall be
                           made in accordance with Lender's customary accounting
                           practices as in effect from time to time.

                  3.2      PAYMENT TERMS. All of the Liabilities shall be
                           payable to Lender at the address set forth in Section
                           8.10 of this Agreement. Except (a) as otherwise
                           provided in this Agreement or in the Ancillary
                           Agreements or (b) in the case of acceleration of the
                           Liabilities, interest on the Liabilities shall be
                           payable monthly on the first day of each month.
                           Unless otherwise provided in this Agreement or the
                           Ancillary Agreements, all payments other than for
                           principal and interest shall be payable within one
                           (1) day of Lender's demand. At Lender's sole
                           discretion, such payment may be made by a debit to
                           Borrower's demand deposit account with Lender, and
                           fees, costs, expenses and similar charges shall also
                           be payable monthly by such debits.

                  3.3      CASH COLLATERAL ACCOUNT. Subject to Section 5.1.7
                           hereof, Borrower shall use Lender as its primary
                           depository and disbursement bank for substantially
                           all of its accounts. Borrower shall establish general
                           accounts with Lender, and if any of Borrower's
                           Affiliates, shareholders, directors, officers,
                           employees or agents of those Persons acting for or in
                           concert with Borrower shall, acting as trustee for
                           Lender, receive any monies, checks, notes, drafts or
                           any other payment relating to proceeds of Collateral
                           which come into their possession or under their
                           control, they shall immediately upon receipt thereof,
                           remit the same or cause the same to be remitted to
                           Lender for deposit into Borrower's general accounts
                           with Lender. Borrower hereby agrees that, upon the
                           occurrence and during the continuance of any Event of
                           Default,

                                     -20-

<PAGE>

                           Lender shall have the right, without the necessity
                           or prior or contemporaneous notice, to set-off
                           against all or any portion of the Liabilities all
                           payments made to and all funds deposited in
                           Borrower's accounts of any kind, or funds
                           otherwise received by Lender. Borrower agrees to
                           pay fees, costs and expenses which Lender charges
                           or incurs in connection with opening, servicing,
                           operating and maintaining Borrower's accounts with
                           Lender in accordance with Lender's standard fee
                           schedule, and such amounts will constitute part of
                           the Liabilities and shall be secured by any
                           Collateral.

                  3.4      APPLICATION OF PAYMENTS AND COLLECTIONS. Borrower
                           irrevocably waives the right to direct the
                           application of payments (except Lender agrees that,
                           in the absence of the occurrence and continuance of
                           any Event of Default, Lender will not direct the
                           application of payments which Borrower has designated
                           as a scheduled payment or a prepayment of either the
                           Term Loan or Equipment Term Loan) and collections
                           received by Lender from or on behalf of Borrower, and
                           Borrower agrees that Lender shall have the
                           continuing, exclusive right to apply and reapply any
                           and all such payments (except Lender agrees that, in
                           the absence of the occurrence and continuance of any
                           Event of Default, Lender will not direct the
                           application of payments which Borrower has designated
                           as a scheduled payment or a prepayment of either the
                           Term Loan or Equipment Term Loan) and collections
                           against the Liabilities in such manner as Lender may
                           deem appropriate, notwithstanding any term or
                           provision hereof or any entry by Lender upon any of
                           its books and records. Unless Lender in its
                           discretion determines otherwise, amounts credited to
                           the Loan Account shall be applied to the principal
                           balance of the Revolving Loan, and when the
                           outstanding principal balance of the Revolving Loan
                           is equal to zero (0) any amount remaining unapplied
                           shall be credited to Borrower's demand deposit
                           account with Lender.

                  3.5      STATEMENTS. Until such time as Lender shall have
                           rendered to Borrower written statements of account as
                           provided herein, the balance in Borrower's Loan
                           Account, as set forth on Lender's most recent
                           statement, shall be rebuttably presumptive evidence
                           of the amounts due and owing to Lender by Borrower.
                           Not less than ten (10) Business Days nor more than
                           twenty (20) Business Days after the final day of each
                           calendar month, Lender shall render to Borrower a
                           statement setting forth the balance of Borrower's
                           Loan Account, including principal, interest, expenses
                           and fees. Each such statement shall be subject to
                           subsequent adjustment by Lender and Lender's right to
                           reapply payments in accordance with Section 3.4 of
                           this Agreement shall, absent manifest errors or
                           omissions, be presumed correct and conclusively
                           binding upon Borrower and shall constitute an account
                           stated unless, within one hundred twenty (120) days
                           after receipt of any statement from Lender, Borrower
                           shall deliver to Lender written objection thereto
                           specifying the error or errors, if any, contained in
                           such statement. Any such objection by Borrower shall
                           toll the one hundred twenty (120) day period

                                     -21-

<PAGE>

                           referred to in the preceding sentence during the
                           period reasonably required to resolve such objection.

         4.       WARRANTIES AND REPRESENTATIONS

                  4.1      GENERAL WARRANTIES AND REPRESENTATIONS. Borrower
                           hereby warrants and represents to Lender that, as of
                           the date of this Agreement and continuing as long as
                           any Liabilities remain outstanding (other than
                           contingent indemnification obligations to the extent
                           no unsatisfied claim giving rise thereto has been
                           asserted) and this Agreement remains in effect:

                           4.1.1    Borrower is a corporation duly organized and
                                    validly existing in good standing under the
                                    laws of the state of its incorporation, as
                                    represented at the beginning of this
                                    Agreement, and is qualified or licensed to
                                    do business in all other countries, states
                                    and provinces where the failure to be so
                                    qualified and/or licensed would have a
                                    material adverse effect on Borrower;

                           4.1.2    Borrower has not used, during the five (5)
                                    year period preceding the date of this
                                    Agreement, and does not intend to use any
                                    other corporate or fictitious name (other
                                    than "Electric City Corp.," "Electric City,
                                    LLC," "Pice Products Corporation" and
                                    "Marino Electric, Inc.");

                           4.1.3    Borrower has the right and power and is duly
                                    authorized and empowered to enter into,
                                    execute, deliver and perform this Agreement
                                    and the Ancillary Agreements;

                           4.1.4    The execution, delivery and performance by
                                    Borrower of this Agreement and the Ancillary
                                    Agreements shall not, by their execution or
                                    performance, the lapse of time, the giving
                                    of notice or otherwise, constitute a
                                    violation of any applicable law, rule or
                                    regulation or breach of any provision
                                    contained in Borrower's Articles of
                                    Incorporation or Bylaws or contained in any
                                    agreement, instrument, indenture or other
                                    document to which Borrower is now a party or
                                    by which it is bound;

                           4.1.5    Borrower's uses of the proceeds of any
                                    advances and readvances made by Lender to
                                    Borrower pursuant to this Agreement are, and
                                    will continue to be, legal and proper
                                    corporate uses (duly authorized by its Board
                                    of Directors, if necessary pursuant to
                                    applicable corporate law, rule or
                                    regulation) and such uses are consistent
                                    with all applicable laws and statutes, as in
                                    effect as of the date hereof;

                           4.1.6    To the best of the Borrower's knowledge,
                                    Borrower has, and is current and in good
                                    standing with respect to, all governmental
                                    approvals, permits, certificates,
                                    inspections, consents and franchises

                                     -22-

<PAGE>

                                    necessary to conduct or to continue to
                                    conduct its present or intended business as
                                    heretofore conducted by it or in a manner
                                    similar to that of the previous owner of the
                                    business or of other Persons engaged in the
                                    same or similar businesses and to own or
                                    lease and operate its properties as now
                                    owned or leased and operated by it or by the
                                    previous owner of those properties;

                           4.1.7    To the best of the Borrower's knowledge,
                                    none of said approvals, permits,
                                    certificates, consents or franchises contain
                                    any term, provision, condition or limitation
                                    more burdensome than such as are generally
                                    applicable to Persons engaged in the same or
                                    similar business of Borrower;

                           4.1.8    Borrower is, and after consummation of the
                                    transactions contemplated hereunder shall
                                    continue to be, solvent, is and shall
                                    continue to be able to pay its debts as they
                                    become due and has capital sufficient to
                                    carry on its business and all businesses in
                                    which it is about to engage, and owns
                                    property having a value both at fair
                                    valuation and at present fair saleable value
                                    greater than the amount required to pay its
                                    debts, including, without limitation, its
                                    Liabilities. Borrower will not be rendered
                                    insolvent by the execution and delivery of
                                    this Agreement or any Ancillary Agreement,
                                    or by completion of the transactions
                                    contemplated hereunder or thereunder;

                           4.1.9    As of the date hereof, except as set forth
                                    on Schedule 4.1.9 hereto, no judgments are
                                    outstanding against Borrower, nor is there
                                    now pending or, to the best of Borrower's
                                    knowledge after reasonable inquiry,
                                    threatened, any material litigation,
                                    contested claim, or federal, state or
                                    municipal governmental proceeding by or
                                    against Borrower, nor does Borrower, as of
                                    the date hereof, have any Indebtedness
                                    (except trade payables arising in the
                                    ordinary course of its business, the CIB
                                    Indebtedness, Ford Indebtedness and Marino
                                    Indebtedness) nor has Borrower guaranteed
                                    the obligations of any other Person, other
                                    than those of a Subsidiary of Borrower;

                           4.1.10   Borrower is not a party to any contract or
                                    agreement or subject to any charge,
                                    corporate restrictions, judgment, decree or
                                    order materially and adversely affecting its
                                    business, property, assets, operations or
                                    condition, financial or otherwise, and
                                    Borrower is not a party to any labor
                                    dispute; there are no strikes or walkouts
                                    relating to any labor contracts and no such
                                    contract is scheduled to expire prior to the
                                    maturity of any portion of the Total
                                    Facility, except the labor contract with the
                                    International Brotherhood of Electrical
                                    Workers which expires in December of 2000;

                                     -23-

<PAGE>

                           4.1.11   Borrower has good, indefeasible and
                                    merchantable title to and ownership of its
                                    property free and clear of all liens,
                                    claims, security interests and other
                                    encumbrances other than the security
                                    interest granted to Lender pursuant to the
                                    Security Agreement, and the Mortgage and
                                    Permitted Encumbrances;

                           4.1.12   Borrower is not in violation of any
                                    applicable statute, rule, regulation or
                                    ordinance, including those pertaining to
                                    environmental pollution or disposal or OSHA
                                    standards, of any governmental entity,
                                    including, the United States of America, any
                                    state, city, town, municipality, county or
                                    any other jurisdiction, or any agency
                                    thereof, in any respect materially and
                                    adversely affecting the Borrower's business,
                                    property, assets, operations or condition,
                                    financial or otherwise;

                           4.1.13   Borrower is not in default under any
                                    indenture, loan agreement, mortgage, lease,
                                    trust deed, deed of trust or other similar
                                    agreement relating to the borrowing of
                                    monies to which it is a party or by which it
                                    is bound;

                           4.1.14   The financial statements which Borrower has
                                    supplied Lender prior to execution of this
                                    Agreement, fairly present the assets,
                                    liabilities and financial condition and
                                    results of operations of Borrower and such
                                    other Persons described therein as of the
                                    dates thereof; there are no omissions or
                                    other facts or circumstances which are
                                    material to a complete and correct
                                    understanding of the information set forth
                                    therein; and there has been no material and
                                    adverse change in the assets, liabilities or
                                    financial or other condition of Borrower
                                    since the dates of such documents; there
                                    exist no equity or long term investments in
                                    or outstanding advances to any Person
                                    (except contractual deposits and expense
                                    advances in each case made in the ordinary
                                    course of business) not reflected in such
                                    documents; except as set forth in Schedule
                                    4.1.9, there are no actions or proceeding
                                    which are pending or, to the best of
                                    Borrower's knowledge, threatened against
                                    Borrower which might result in any material
                                    adverse change in Borrower's financial
                                    condition or materially and adversely affect
                                    Borrower's existing operations, or its
                                    existing assets;

                           4.1.15   Borrower has received no notice to the
                                    effect that it is not in full compliance
                                    with any of the requirements of ERISA and
                                    the regulations promulgated thereunder and,
                                    to the best of its knowledge, there exists
                                    no Reportable Event;

                           4.1.16   Borrower has filed all federal, state and
                                    local tax returns (including, but not
                                    limited to, income and payroll tax returns)
                                    and other reports, or has been including in
                                    consolidated returns or reports filed by an

                                     -24-

<PAGE>

                                    Affiliate, which Borrower is required by
                                    law, rule or regulation to file, except
                                    Borrower did not file its tax returns for
                                    the fiscal year ended April 30, 1999
                                    (Borrower has subsequently changed its
                                    fiscal year end to December 31st) and all
                                    Charges that are due and payable have been
                                    paid;

                           4.1.17   This Agreement and all of the other
                                    Ancillary Agreements to which Borrower is a
                                    party are the legal, valid and binding
                                    obligations of Borrower and are enforceable
                                    against Borrower in accordance with their
                                    terms, except to the effect of any
                                    applicable bankruptcy, insolvency or similar
                                    law affecting the rights of creditors
                                    generally or of general principles of
                                    equity.

                           4.1.18   Borrower owns, licenses or otherwise
                                    possesses all patents, patent applications,
                                    copyrights, trademarks, trademark
                                    applications, trade names, service marks and
                                    other intellectual property that are
                                    necessary for the proper operation and
                                    conduct of its business. No claim has been
                                    asserted and is pending by any Person
                                    challenging or questioning the use of any
                                    such intellectual property or rights
                                    associated therewith or the validity or
                                    effectiveness of any such intellectual
                                    property or rights associated therewith. The
                                    use of such intellectual property by
                                    Borrower does not, to Borrower's knowledge,
                                    infringe on the rights of any Person, and to
                                    Borrower's knowledge, no Person is
                                    infringing the rights of Borrower in such
                                    intellectual property.

                           4.1.19   No information provided or statements made
                                    by Borrower or of Borrower's representatives
                                    to the Lender in this Agreement, any
                                    Ancillary Agreement, or any document,
                                    agreement, certificate or instrument
                                    delivered in connection herewith or
                                    therewith contains any untrue statement of a
                                    material fact or omits to state a material
                                    fact necessary to make the statements
                                    therein, in light of the circumstances under
                                    which they were made, not misleading.

                  4.2      ENVIRONMENTAL WARRANTIES AND REPRESENTATIONS.
                           Borrower hereby warrants and represents to Lender
                           that (i) the operations of Borrower have complied and
                           currently comply with all Environmental Laws; (ii)
                           none of the operations of Borrower is subject to or,
                           to the best knowledge of Borrower will be subject to
                           any threatened or pending judicial or administrative
                           proceeding alleging the violation of any
                           Environmental Laws; (iii) none of the operations of
                           Borrower is the subject of a federal or state
                           investigation evaluating whether any remedial action
                           is needed to respond to a Release of any Hazardous
                           Material into the environment; (iv) Borrower has not
                           filed any notice under any federal or state law
                           indicating past or present treatment, storage or
                           disposal of a Hazardous Material or reporting a spill
                           or release of a Hazardous Material into the
                           environment; and (v) Borrower has no known

                                     -25-

<PAGE>

                           liability in connection with any Releases of
                           Hazardous Material into the environment.

                  4.3      AUTOMATIC WARRANTY AND REAFFIRMATION OF WARRANTIES
                           AND REPRESENTATIONS. Each request for any loan or
                           advance made by Borrower pursuant to this Agreement
                           or the Ancillary Agreements shall constitute (i) an
                           automatic warranty and representation by Borrower to
                           Lender that there does not then exist a Default or an
                           Event of Default and (ii) a reaffirmation as of the
                           date of said request of all of the representations
                           and warranties of Borrower contained in this
                           Agreement or the Ancillary Agreements, except to the
                           extent such representation or warranty expressly
                           relates to a prior date.

                  4.4      SURVIVAL OF WARRANTIES AND REPRESENTATIONS. Borrower
                           covenants, warrants and represents to Lender that all
                           representations and warranties of Borrower contained
                           in this Agreement and the Ancillary Agreements shall
                           be true at the time of Borrower's execution of this
                           Agreement and the Ancillary Agreements, and shall
                           survive the execution, delivery and acceptance
                           thereof by the parties hereto and the closing of the
                           transactions described herein or related hereto,
                           except to the extent such representation or warranty
                           expressly relates to a prior date. Borrower and
                           Lender expressly agree that any misrepresentations or
                           breach of any representation or warranty by Borrower
                           whatsoever contained in this Agreement or the
                           Ancillary Agreements shall be deemed material.

         5.       COVENANT AND CONTINUING AGREEMENTS

                  5.1      AFFIRMATIVE COVENANTS. Borrower covenants and agrees
                           that it shall, as of the date of this Agreement and
                           continuing as long as any Liabilities remain
                           outstanding (other than contingent indemnification
                           obligations to the extent no unsatisfied claim giving
                           rise thereto has been asserted) and this Agreement
                           remains in effect:

                           5.1.1    Comply with the following financial
                                    covenants on a quarterly basis during the
                                    term of this Agreement:

                                    5.1.1.1 Maintain a minimum EBITDA of not
                                            less than 85% of the projections
                                            prepared by Borrower and attached
                                            hereto as Exhibit G, as measured at
                                            the end of each fiscal quarter of
                                            Borrower; and

                                    5.1.1.2 Maintain at all times a Net Worth
                                            (including proceeds from the sale of
                                            2,181,179 shares of Borrower's
                                            common stock subject to rescission
                                            by those investors identified on
                                            Schedule 5.1.1.2 hereto prior to the
                                            end of January, 2001) of not less
                                            than Five Million Dollars
                                            ($5,000,000), tested as of the last
                                            day of each calendar quarter.

                                     -26-

<PAGE>

                           5.1.2 Furnish Lender with the following information:

                                    5.1.2.1 As soon as available, but no later
                                            than forty-five (45) days after the
                                            end of each fiscal quarter, a copy
                                            of Borrower's quarterly 10-Q Report
                                            filed with the Securities and
                                            Exchange Commission, and accompanied
                                            by a certificate of the chief
                                            financial officer of Borrower
                                            stating (i) that such financial
                                            statements have been prepared on a
                                            consistent basis and reflect all
                                            adjustments (other than year-end and
                                            audit adjustments) necessary to
                                            fairly present the financial
                                            condition of the Borrower for the
                                            periods indicated, (ii) whether he
                                            has knowledge of any Default or
                                            Event of Default hereunder and, if
                                            so, stating in reasonable detail the
                                            facts with respect thereto, and
                                            (iii) calculating Borrower's
                                            compliance with the financial
                                            covenants set forth in Section 5.1.1
                                            hereof;

                                    5.1.2.2 As soon as available, but no later
                                            than ninety (90) days after the end
                                            of each fiscal year of Borrower, a
                                            copy of the annual audited financial
                                            statements reviewed by independent
                                            certified public accountants
                                            selected by Borrower and reasonably
                                            acceptable to Lender, which annual
                                            financial statements shall include
                                            the balance sheet of Borrower as at
                                            the end of such fiscal year, the
                                            related statements of income,
                                            retained earnings and cash flows,
                                            and notes of Borrower for the fiscal
                                            year then ended, and appropriate
                                            notes to same, all in reasonable
                                            detail and consistent with the form
                                            and detail reasonably requested by
                                            Lender, and all prepared in
                                            accordance with GAAP, together with
                                            a certificate of the chief financial
                                            officer of Borrower stating that
                                            such financial statements have been
                                            prepared in accordance with GAAP,
                                            consistently applied, and whether or
                                            not he has knowledge of any failure
                                            of Borrower to comply with the
                                            financial covenants set forth in
                                            Section 5.1.1 hereof and, if so,
                                            stating in reasonable detail the
                                            facts with respect thereto;

                                    5.1.2.3 As soon as available, but no later
                                            than ten (10) days after filing,
                                            copies of all material financial
                                            information, proxy materials and
                                            other information and reports, if
                                            any, filed by Borrower with the
                                            Securities and Exchange Commission;

                                    5.1.2.4 As soon as available, but not later
                                            than ten (10) days after Borrower's
                                            receipt thereof, a copy of any
                                            "management letter" received from
                                            Borrower's certified public
                                            accountant;

                                     -27-

<PAGE>

                                    5.1.2.5 Each month, so long as there exists
                                            an outstanding balance on the
                                            Revolving Loan, a Borrowing Base
                                            Certificate, in the form attached
                                            hereto as Exhibit D; and

                                    5.1.2.6 Such other data and information
                                            (financial and other) as Lender,
                                            from time to time, may reasonably
                                            request, bearing upon or related to
                                            Borrower's financial condition
                                            and/or results of operations.

                           5.1.3    Maintain product liability insurance in the
                                    amount of $3,000,000 per occurrence, as
                                    presently maintained by Borrower;

                           5.1.4    Keep and maintain, at Borrower's sole cost
                                    and expense, its assets insured against loss
                                    or damage by fire, theft, explosion,
                                    spoilage and all other hazards and risks
                                    ordinarily insured against by other owners
                                    or users of such properties in similar
                                    businesses in an amount at least equal to
                                    the insurable value of all such property.
                                    Borrower shall, at its cost and expense,
                                    maintain business interruption insurance and
                                    liability insurance in such amounts and with
                                    such deductibles as are acceptable to the
                                    Lender, the proceeds of which liability
                                    insurance shall be assigned to the Lender.
                                    All such policies of insurance shall be in
                                    form and substance reasonably satisfactory
                                    to the Lender. Borrower shall deliver to the
                                    Lender the original certificate of insurance
                                    evidencing each policy and evidence of
                                    payment of all premiums therefor. Such
                                    policies of insurance shall contain an
                                    endorsement, in form and substance
                                    satisfactory to the Lender, naming Lender as
                                    loss payee and additional insured, as its
                                    interests may appear. Such endorsement shall
                                    provide that such insurance company will
                                    give the Lender at least thirty (30) days
                                    prior written notice before any such policy
                                    or policies of insurance shall be altered in
                                    a manner adverse to Lender, which shall
                                    include, but not be limited to, decreases in
                                    the amount of coverage limits under such
                                    policies of insurance, increases in
                                    deductibles required to be paid under such
                                    policies of insurance, and elimination or
                                    other reduction of specific types of
                                    coverage provided under such policies of
                                    insurance, or cancelled and that no act or
                                    default of Borrower or any other Person
                                    shall affect the right of the Lender to
                                    recover under such policy or policies of
                                    insurance in case of loss or damage.
                                    Borrower hereby directs all insurers under
                                    such policies of liability insurance to pay
                                    all proceeds of insurance policies directly
                                    to the Lender and the Lender shall, in its
                                    reasonable discretion, either apply such
                                    proceeds against the Liabilities (in such
                                    order as Lender, in its sole discretion, may
                                    determine) or permit the Borrower to use
                                    such proceeds to restore or rebuild the
                                    damaged property; provided, however, any
                                    such insurance proceeds attributable to
                                    losses or damages in the amount of One
                                    Hundred Fifty Thousand Dollars ($150,000) or
                                    less individually or up

                                     -28-

<PAGE>

                                    to Two Hundred Fifty Thousand Dollars
                                    ($250,000) in the aggregate at any time
                                    shall be paid to the Borrower for
                                    application as Borrower shall determine
                                    in its reasonable discretion. Borrower
                                    irrevocably makes, constitutes and
                                    appoints the Lender (and all officers,
                                    employees or agents designated by the
                                    Lender in writing to Borrower) as
                                    Borrower's true and lawful attorney in
                                    fact upon the occurrence and during the
                                    continuance of an Event of Default for
                                    the purpose of making, settling and
                                    adjusting claims under all such policies
                                    of insurance, endorsing the name of
                                    Borrower on any check, draft, instrument
                                    or other item of payment received by
                                    Borrower or the Lender pursuant to any
                                    such policies of insurance and for making
                                    all determinations and decisions with
                                    respect to such policies of insurance;

                           5.1.5    Notify Lender in writing, promptly upon, but
                                    in no event later than, five (5) Business
                                    Days after an officer of Borrower obtains
                                    knowledge thereof, of the occurrence of any
                                    event which constitutes a Default or an
                                    Event of Default, together with a detailed
                                    statement by a responsible officer of
                                    Borrower of the steps being taken by
                                    Borrower to cure the effect of such event;

                           5.1.6    Notify Lender in writing, promptly upon
                                    Borrower's learning of any litigation
                                    affecting Borrower, whether or not the claim
                                    is considered by Borrower to be covered by
                                    insurance, and of the institution of any
                                    suit or administrative proceeding which may
                                    materially and adversely affect the
                                    property, operations, financial condition or
                                    business of Borrower;

                           5.1.7    Use Lender as its primary depository and
                                    disbursement bank for substantially all of
                                    its deposits, investment, trust and other
                                    accounts and cash management services,
                                    provided, however, that Borrower may
                                    maintain other minimal depository
                                    relationships, solely as necessary for local
                                    operational requirements;

                           5.1.8    Notify Lender in writing within thirty (30)
                                    days of any of the following:

                                    5.1.8.1 the receipt by Borrower of any
                                            notice from a governmental entity
                                            alleging the occurrence of a
                                            Reportable Event with respect to any
                                            pension plan governed by ERISA (such
                                            notice shall contain the statement
                                            of the chief financial officer of
                                            Borrower setting forth details as to
                                            such Reportable Events and the
                                            action which Borrower proposes to
                                            take with respect thereto and a
                                            copy, as soon as available, of the
                                            notice of such Reportable Event to
                                            the Pension Benefit Guaranty
                                            Corporation);

                                     -29-

<PAGE>

                                    5.1.8.2 the commencement of proceedings to
                                            terminate any such plan;

                                    5.1.8.3 the appointment of a trustee by an
                                            appropriate United States District
                                            Court to administer any such plan;

                                    5.1.8.4 the institution of any proceedings
                                            by the Pension Benefit Guaranty
                                            Corporation to terminate any such
                                            plan or to appoint a trustee to
                                            administer any such plan;

                           5.1.9    Comply in all material respects with all
                                    applicable laws, rules, regulations, and
                                    orders unless contested in good faith and by
                                    appropriate proceedings otherwise permitted
                                    by law or this Agreement, and with respect
                                    to which appropriate reserves are
                                    maintained.

                           5.1.10   At least once during each calendar year upon
                                    reasonable advance notice to Borrower (and
                                    at any time and from time to time at
                                    Lender's option after the occurrence and
                                    during the continuance of a Default or an
                                    Event of Default without the necessity of
                                    providing any advance notice), the Lender,
                                    or any Person designated by the Lender in
                                    writing from time to time, shall have the
                                    right: (a) to call and visit at Borrowers'
                                    place or places of business (or any other
                                    place where the Collateral or any
                                    information relating thereto is kept or
                                    located) to inspect, audit, check and make
                                    copies of and extracts from Borrower's
                                    books, records, journals, orders, receipts
                                    and any correspondence and other data
                                    relating to their business or to any
                                    transactions between the parties hereto, and
                                    to discuss the affairs, finances and
                                    business of Borrower with any officers or
                                    employees of Borrower, and (b) to make such
                                    verification concerning the Collateral as
                                    the Lender may consider reasonable under the
                                    circumstances. The Borrower shall pay on
                                    demand all reasonable out-of-pocket costs
                                    and expenses as determined and incurred by
                                    the Lender with respect to this Section.

                  5.2      NEGATIVE COVENANTS. Borrower covenants and agrees
                           that it shall not, as of the date of this Agreement
                           and continuing as long as any Liabilities remain
                           outstanding, other than contingent indemnification
                           obligations to the extent no unsatisfied claim giving
                           rise thereto has been asserted, and this Agreement
                           remains in effect:

                           5.2.1    Be a party to any merger, consolidation, or
                                    exchange of stock or other equity interests,
                                    or purchase or otherwise acquire all or
                                    substantially all of the assets or stock or
                                    equity interests of any class of, or any
                                    partnership or joint venture interest in,
                                    any other Person, or sell, transfer, convey
                                    or lease all or any substantial part of its
                                    assets, or sell

                                     -30-

<PAGE>

                                    or assign, with or without recourse, any
                                    receivables, except that Borrower may (i)
                                    consummate the Switchboard Acquisition
                                    pursuant to the Switchboard Acquisition
                                    Instruments, (ii) consummate the Great
                                    Lakes Acquisition pursuant to the Great
                                    Lakes Acquisition Instruments and (ii)
                                    with the prior written consent of Lender,
                                    which consent shall not be unreasonably
                                    withheld, consummate acquisitions of
                                    other Persons in similar lines of
                                    business;

                           5.2.2    Other than in the ordinary course of its
                                    business, make any investment in the
                                    securities of any Person without fifteen
                                    (15) days prior written notice to Lender,
                                    except that Borrower may (i) consummate the
                                    Switchboard Acquisition pursuant to the
                                    Switchboard Acquisition Instruments, (ii)
                                    consummate the Great Lakes Acquisition
                                    pursuant to the Great Lakes Acquisition
                                    Instruments and (ii) with the prior written
                                    consent of Lender, which consent shall not
                                    be unreasonably withheld, consummate
                                    acquisitions of other Persons in similar
                                    lines of business;

                           5.2.3    Declare or pay (or cause to be declared or
                                    paid) dividends upon the Stock, or make (or
                                    cause to be made) any distribution of
                                    Borrower's property or assets or make (or
                                    cause to be made) any loans, advances and/or
                                    extensions of credit to any Person,
                                    including, any Affiliate, officer or
                                    employee of Borrower, except that Borrower
                                    may make intercompany loans to any of its
                                    Subsidiaries, subject to the Borrower's
                                    agreement to cause any such Subsidiary to
                                    execute and deliver to Lender the documents
                                    identified in Section 2.5 hereof, and loans
                                    to employees not to exceed $100,000 in the
                                    aggregate at any time outstanding;

                           5.2.4    Make (or cause to be made) any loans or
                                    other advances of money (other than salary
                                    paid in the ordinary course of Borrower's
                                    business) to officers, directors,
                                    shareholders or Affiliates of Borrower;
                                    provided that Borrower may make reasonable
                                    advances of money to its employees in
                                    payment of reasonable expenses incurred by
                                    such employees in the ordinary course of
                                    business and loans to employees not to
                                    exceed $100,000 in the aggregate at any time
                                    outstanding;

                           5.2.5    Redeem, retire, purchase or otherwise
                                    acquire, directly or indirectly, the Stock
                                    of Borrower, or make (or cause to be made)
                                    any material change in Borrower's capital
                                    structure or in any of its business
                                    objectives, purposes and operations which
                                    might reasonably be expected to adversely
                                    affect the repayment of the Liabilities;

                           5.2.6    Enter into, or be a party to, any
                                    transaction with any Affiliate or
                                    shareholder of Borrower, except in the
                                    ordinary course of and pursuant to the
                                    reasonable requirements of Borrower's
                                    business and

                                     -31-

<PAGE>

                                    upon fair and reasonable terms which are
                                    fully disclosed to Lender and are no less
                                    favorable to Borrower than would be
                                    obtained in a comparable arm's length
                                    transaction with a Person not an
                                    Affiliate or shareholder of Borrower;

                           5.2.7    Enter into any transaction which materially
                                    and adversely affects Borrower's ability to
                                    repay Indebtedness for borrowed money;

                           5.2.8    Guaranty or otherwise, in any way, become
                                    liable with respect to the obligations or
                                    liabilities of any Person except (i) by
                                    endorsement of instruments or items of
                                    payment for deposit to the general account
                                    of Borrower or for delivery to Lender on
                                    account of the Liabilities; and (ii)
                                    Borrower may guaranty the liabilities of its
                                    Subsidiaries in the ordinary course of
                                    business;

                           5.2.9    Except as otherwise expressly permitted
                                    herein or in the Ancillary Agreements,
                                    pledge, mortgage, grant a security interest
                                    in or, encumber, assign, sell, lease or
                                    otherwise dispose of or transfer, whether by
                                    sale, merger, consolidation, liquidation,
                                    dissolution, or other transactions not in
                                    Borrower's ordinary course of business, any
                                    of Borrower's assets excluding the CIB Lien,
                                    the Ford Lien and the Marino Lien;

                           5.2.10   Incur, create, assume, become liable or be
                                    liable in any manner with respect to any
                                    Indebtedness for borrowed money (other than
                                    the Liabilities) from any Person, excluding
                                    the CIB Indebtedness, the Ford Indebtedness,
                                    the Marino Indebtedness and Indebtedness not
                                    to exceed $250,000 in the aggregate at any
                                    time outstanding in connection with lease
                                    obligations and purchase money obligations
                                    of Borrower and its Subsidiaries;

                           5.2.11   Change its name or identity, or add any new
                                    fictitious name without fifteen (15) days
                                    prior written notice to Lender, or change
                                    its business structure;

                           5.2.12   Engage in any line of business materially
                                    different from that previously engaged in by
                                    Borrower, or make any significant change in
                                    accounting treatment or reporting practices,
                                    except as required by GAAP, or change its
                                    fiscal year; and

                           5.2.13   Change or relocate its chief executive
                                    office or principal place of business
                                    without fifteen (15) days prior written
                                    notice to Lender.

                  5.3      PAYMENT OF CHARGES. Subject to the provisions of
                           Section 5.4 of this Agreement, Borrower shall pay
                           promptly when due all of the Charges. In the

                                     -32-

<PAGE>

                           event Borrower, at any time or times hereafter, shall
                           fail to pay the Charges or to promptly obtain the
                           satisfaction of such Charges under circumstances
                           where Section 5.4 does not relieve Borrower from
                           doing so, Borrower shall so advise Lender thereof in
                           writing and Lender may, without waiving or releasing
                           any obligation or liability of Borrower hereunder or
                           any Default or Event of Default, in its sole and
                           absolute discretion, at any time or times thereafter,
                           make (but not be obligated to make) such payment or
                           any part thereof, or obtain such satisfaction and
                           take any other action with respect thereto which
                           Lender deems advisable. All sums so paid by Lender
                           and any expenses, including reasonable attorneys'
                           fees, court costs, expenses and other charges
                           relating thereto, shall be payable, upon demand, by
                           Borrower to Lender and shall be additional
                           Liabilities hereunder secured by the Collateral.

                  5.4      CONTESTING CHARGES. Notwithstanding anything to the
                           contrary herein, Borrower may dispute any Charges
                           without prior payment thereof, even if such
                           nonpayment may cause a lien to attach to any
                           Borrower's assets, provided that Borrower shall give
                           Lender written notice of such dispute and shall be
                           diligent in contesting the same in good faith, with
                           due diligence and by an appropriate proceeding and
                           there is no danger of a loss or forfeiture of any of
                           Borrower's assets (as reasonably determined by
                           Lender), and provided further that, if the same are
                           in excess of One Hundred Thousand Dollars ($100,000)
                           in the aggregate at any time or times hereafter,
                           Borrower shall give Lender such additional collateral
                           and assurances as Lender, in its sole discretion,
                           deems necessary under the circumstances.

                  5.5      INSURANCE: PAYMENT OF PREMIUMS. All policies of
                           insurance required hereunder shall be in form and
                           with insurers recognized as adequate by prudent
                           business persons and all such policies shall be in
                           such amounts as may be satisfactory to Lender.
                           Borrower shall deliver to Lender the original
                           certificate of insurance for each policy of insurance
                           and evidence of payment of all premiums therefor.
                           Such policies of insurance shall contain an
                           endorsement, in form and substance acceptable to
                           Lender, naming Lender as additional insured or loss
                           payee. Such endorsement shall provide that the
                           insurance companies will give Lender at least thirty
                           (30) days' prior notice before any such policy shall
                           be altered in a manner adverse to Lender, which shall
                           include, but not be limited to, decreases in the
                           amount of coverage limits under such policies of
                           insurance, increases in deductibles required to be
                           paid under such policies of insurance, and
                           elimination or other reduction of specific types of
                           coverage provided under such policies of insurance,
                           or canceled and that no act or default of Borrower or
                           any other Person shall affect the right of Lender to
                           recover under such policy in case of loss or damage.
                           If Borrower shall fail to obtain or maintain any of
                           the policies required by this Agreement or to pay any
                           premium relating thereto, then Lender, without
                           waiving or releasing any obligation or default by
                           Borrower hereunder, may (but shall be under an
                           obligation to do so) obtain and

                                     -33-

<PAGE>

                           maintain such policies of insurance and pay such
                           premium and take any other action with respect
                           thereto which Lender deems advisable. All sums so
                           disbursed by Lender, including reasonable
                           attorneys' fees, court costs, expenses and other
                           charges relating thereto, shall be payable, on
                           demand, by Borrower to Lender and shall be
                           additional Liabilities hereunder secured by the
                           Collateral.

                  5.6      SURVIVAL OF OBLIGATIONS UPON TERMINATION OF
                           AGREEMENT. Except as otherwise provided herein, all
                           of the obligations and duties of Borrower under this
                           Agreement and the Ancillary Agreements shall survive
                           the termination or cancellation of this Agreement
                           until Borrower has paid in full the Liabilities
                           (other than contingent indemnification obligations to
                           the extent no unsatisfied claim has been asserted)
                           owed to Lender under this Agreement or any of the
                           Ancillary Agreements, provided that Borrower's
                           indemnification obligations pursuant to Section 8.17
                           hereto shall survive any termination or cancellation
                           of this Agreement or any of the Ancillary Agreements.

         6.       EVENTS OF DEFAULT: RIGHTS AND REMEDIES ON EVENTS OF DEFAULT

                  6.1      EVENTS OF DEFAULT. The occurrence and continuance of
                           any one or more of the following events shall
                           constitute an Event of Default:

                           6.1.1    Borrower fails to pay any of the Liabilities
                                    when any or all of such Liabilities are due
                                    and payable or declared due and payable
                                    pursuant to the terms of this Agreement,
                                    after a three (3) day grace period has
                                    expired; or Borrower is in default in the
                                    payment of any Indebtedness for borrowed
                                    money exceeding $200,000 in the aggregate,
                                    after a five (5) day grace period has
                                    expired;

                           6.1.2    Borrower fails or neglects to perform, keep
                                    or observe any term, provision, condition or
                                    covenant contained in this Agreement or in
                                    the Ancillary Agreements, which is required
                                    to be performed, kept or observed by
                                    Borrower; or

                           6.1.3    A default shall occur by Borrower under any
                                    agreement, document or instrument, other
                                    than this Agreement or any of the Ancillary
                                    Agreements, now or hereafter existing, to
                                    which Borrower is a party, but only if that
                                    default has a material effect upon the
                                    operation, business, assets or business of
                                    Borrower; or

                           6.1.4    An "event of default" shall occur and be
                                    continuing after any applicable cure period
                                    under any of the Ancillary Agreements, or
                                    any mortgage, assignment of rents and
                                    leases, assignment of beneficial interest in
                                    land trust or any other security document
                                    entered into between Lender and any Person
                                    which secures the Liabilities;

                                     -34-

<PAGE>

                           6.1.5    Any statement, warranty, representation,
                                    report, financial statement, or certificate
                                    now or hereafter made or delivered by
                                    Borrower, or any of its officers, employees
                                    or agents, to Lender shall not have been
                                    true and correct in any material respect
                                    when made; or

                           6.1.6    There shall occur any material uninsured
                                    damage to, or loss, theft, or destruction
                                    of, any Collateral in which Borrower shall
                                    have granted to Lender a security interest
                                    hereunder; or

                           6.1.7    Any of Borrower's assets are attached,
                                    seized, levied upon or subjected to a writ
                                    or distress warrant, or come within the
                                    possession of any receiver, trustee,
                                    custodian or assignee for the benefit of
                                    creditors and the same is not cured within
                                    sixty (60) days thereafter; an application
                                    is made by any Person other than Borrower
                                    for the appointment of a receiver, trustee,
                                    or custodian for any of Borrower's assets
                                    and the same is not dismissed within sixty
                                    (60) days after the application therefor; or

                           6.1.8    An application is made by Borrower for the
                                    appointment of a receiver, trustee or
                                    custodian for any of Borrower's assets; a
                                    petition under any section or chapter of the
                                    Bankruptcy Code or any similar law or
                                    regulation is filed by Borrower; Borrower
                                    makes an assignment for the benefit of its
                                    creditors or any case or proceeding is filed
                                    by Borrower for its dissolution,
                                    liquidation, or termination; Borrower ceases
                                    to conduct its business as now conducted or
                                    is enjoined, restrained or in any way
                                    prevented by court order from conducting all
                                    or any material part of its business
                                    affairs; or

                           6.1.9    A petition under any section or chapter of
                                    the Bankruptcy Code or any similar law or
                                    regulation is filed against Borrower and is
                                    not dismissed within sixty (60) days after
                                    filing; or any case or proceeding is filed
                                    against Borrower for its dissolution,
                                    liquidation or termination and such case and
                                    proceeding is not dismissed within sixty
                                    (60) days; or

                           6.1.10   A notice of lien, levy or assessment is
                                    filed of record with respect to all or any
                                    substantial portion of Borrower's assets by
                                    the United States, or any department, agency
                                    or instrumentality thereof, or by any state,
                                    county, municipal or other governmental
                                    agency, including, the Pension Benefit
                                    Guaranty Corporation, or any taxes or debts
                                    owing to any of the foregoing becomes a lien
                                    or encumbrance upon or any of Borrower's
                                    assets and such lien or encumbrance is not
                                    released within ten (10) days after is
                                    creation; or

                                     -35-

<PAGE>

                           6.1.11   Judgment in an amount exceeding $250,000
                                    cash and not covered by insurance is
                                    rendered against Borrower, and becomes final
                                    and nonappealable, for any amount and
                                    Borrower fails to pay such judgment within
                                    ten (10) days of the due date thereof; or

                           6.1.12   Borrower becomes insolvent or fails
                                    generally to pay its debts as they become
                                    due; or

                           6.1.13   Any of the following events shall occur or
                                    exist with respect to Borrower or an
                                    Affiliate of Borrower under ERISA.

                                    6.1.13.1 the happening of a Reportable Event
                                             with respect to any pension plan
                                             governed by ERISA;

                                    6.1.13.2 the termination of any pension
                                             plan, or the withdrawal from a
                                             multi-employer pension plan
                                             governed by ERISA;

                                    6.1.13.3 the appointment of a trustee by an
                                             appropriate United States District
                                             Court to administer any pension
                                             plan;

                                    6.1.13.4 the institution of any proceedings
                                             by the Pension Benefit Guaranty
                                             Corporation to terminate any
                                             pension plan (other than a
                                             multi-employer plan) or to appoint
                                             a trustee to administer any such
                                             plan, or

                                    6.1.13.5 a Prohibited Transaction, as
                                             defined in ERISA, shall occur; and
                                             in each such case, Lender
                                             determines that such event or
                                             condition could subject Borrower to
                                             a tax, penalty or other liability
                                             which would materially, adversely
                                             affect the financial condition of
                                             Borrower; or

                           6.1.14   There is a substantial change in the
                                    existing or prospective business,
                                    properties, operations or condition,
                                    financial or otherwise, of Borrower which
                                    Lender in good faith determines to be
                                    materially adverse; or

                           6.1.15   Any lien or security interest securing the
                                    Liabilities shall, in whole or in part,
                                    cease to be a perfected first priority lien
                                    and security interest, except the Lender's
                                    lien on the Ford Automobiles and the
                                    Landmeier Property which is junior to the
                                    Ford Lien and the CIB Lien, respectively.

                  6.2      ACCELERATION OF THE LIABILITIES. Upon and after the
                           occurrence and during the continuance of an Event of
                           Default, all of the Liabilities may, at the option of
                           Lender and without demand, notice, or legal process
                           of any kind, be declared, and immediately shall
                           become, due and payable; provided,

                                     -36-

<PAGE>

                           however, upon the occurrence of an Event of
                           Default described in Sections 6.1.8, 6.1.9 or
                           6.1.10 hereof, all of the Liabilities shall
                           immediately and automatically, without
                           presentment, demand, protest or notice of any kind
                           (all of which are hereby expressly waived), be
                           immediately due and payable.

                  6.3      REMEDIES. Upon and after the occurrence and during
                           the continuance of an Event of Default, Lender shall
                           have the following rights and remedies:

                           6.3.1    All of the rights and remedies of a secured
                                    party under the Code or other applicable
                                    law, all of which rights and remedies shall
                                    be cumulative, and none exclusive, to the
                                    extent permitted by law, in addition to any
                                    other rights and remedies contained in this
                                    Agreement and in all of the Ancillary
                                    Agreements.

                           6.3.2    The right to (i) peacefully enter upon the
                                    premises of Borrower or any other place or
                                    places where any Collateral is located and
                                    kept, without any obligation to pay rent to
                                    Borrower (if Borrower owns the place or
                                    places where any Collateral is kept),
                                    through self-help and without judicial
                                    process or first obtaining a final judgment
                                    or giving Borrower notice and opportunity
                                    for a hearing on the validity of Lender's
                                    claim, and remove any Collateral from such
                                    premises and places to the premises of
                                    Lender or any agent of Lender, for such time
                                    as Lender may require to collect or
                                    liquidate any Collateral, and/or (ii)
                                    require Borrower to assemble and deliver any
                                    Collateral to Lender at a place to be
                                    designated by Lender.

                           6.3.3    The right to sell or to otherwise dispose of
                                    all or any Collateral in its then condition,
                                    or after any further manufacturing or
                                    processing thereof (if applicable), at
                                    public or private sale or sales, with such
                                    notice as provided in Section 8.10 of this
                                    Agreement, in lots or in bulk, for cash or
                                    on credit, all as Lender, in its sole and
                                    absolute discretion, may deem advisable. At
                                    any such sale or sales of the Collateral,
                                    the Collateral need not be in view of those
                                    present and attending the sale, nor at the
                                    same location at which the sale is being
                                    conducted. Lender shall have the right to
                                    conduct such sales on any Borrower's
                                    premises or elsewhere and shall have the
                                    right to use any Borrower's premises without
                                    charge for such sales for such time or times
                                    as Lender may see fit. Lender is hereby
                                    granted an irrevocable license or other
                                    right to use, without charge or royalty, any
                                    Borrower's labels, patents, copyrights,
                                    rights of use of any name, trade secrets,
                                    trade names, trademarks and advertising
                                    matter, or any property of a similar nature,
                                    as it pertains to the Collateral, in
                                    advertising for sale and selling any
                                    Collateral and any Borrower's rights under
                                    all licenses and all franchise agreements
                                    shall inure to Lender's benefit. Lender may
                                    purchase all or any part of the

                                     -37-

<PAGE>

                                    Collateral at public or, if permitted by
                                    law, private sale and, in lieu of actual
                                    payment of such purchase price, may set
                                    off the amount of such price against the
                                    Liabilities. The proceeds realized from
                                    the sale of any Collateral shall be
                                    applied first to the reasonable
                                    out-of-pocket costs, and expenses (as
                                    determined by Lender) and attorneys' and
                                    paralegal fees and expenses incurred by
                                    Lender for collection and for
                                    acquisition, completion, protection,
                                    removal, storage, sale and delivery of
                                    the Collateral; second to interest due
                                    upon any of the Liabilities; and third to
                                    the principal of the Liabilities. If any
                                    deficiency shall arise, Borrower shall
                                    remain liable to Lender therefor. If any
                                    surplus shall arise, Lender shall remit
                                    such surplus to Borrower.

                           6.3.4    The right to specifically enforce any of
                                    Borrower's covenants or agreements herein.

                  6.4      NOTICE. Any notice required to be given by Lender of
                           a sale, lease, other disposition of the Collateral or
                           any other intended action by Lender, which is
                           deposited in the United States mail, postage prepaid
                           and duly addressed to Borrower, at the address set
                           forth in Section 8.10 of this Agreement, ten (10)
                           days prior to such proposed action, shall constitute
                           commercially reasonable and fair notice thereof to
                           Borrower.

         7.       CONDITION PRECEDENT TO INITIAL FUNDING AND ADDITIONAL ADVANCES

                  7.1      CONDITIONS TO ALL ADVANCES. In addition to those
                           conditions set forth in Section 7.2 regarding the
                           initial advances and funding of the Loans, and
                           notwithstanding other provisions in this Agreement
                           concerning the making and the funding of the Loans,
                           Lender's obligations under this Agreement, including
                           Lender's obligations (if any) to make or consider any
                           and all requests for advances under the Revolving
                           Loan shall constitute a representation to Lender that
                           each of the following conditions have been met or
                           satisfied as of the date of the request.

                           7.1.1    All of the warranties and representations of
                                    Borrower contained herein shall be true and
                                    correct;

                           7.1.2    No material adverse change in the business,
                                    assets or financial condition of Borrower
                                    has occurred since the date of this
                                    Agreement;

                           7.1.3    No Default or Event of Default currently
                                    exists and the granting of the request by
                                    the Lender will not give rise to a Default
                                    or an Event of Default (including, without
                                    limitation, noncompliance with Section 5.1
                                    hereof);

                                     -38-

<PAGE>

                           7.1.4    No litigation is pending against Borrower
                                    which, if adversely determined, would have a
                                    material adverse effect on the financial
                                    operations, business or assets of Borrower;
                                    and

                           7.1.5    Borrower has provided Lender with all
                                    certificates, financial statements and other
                                    information and documentation which Lender
                                    has requested pursuant to the terms of this
                                    Agreement.

                  7.2      CONDITIONS TO INITIAL ADVANCES UNDER THE LOANS. In
                           addition to those conditions set forth in other
                           portions of this Agreement, Lender's obligation to
                           perform any of its obligations under this Agreement
                           or the Ancillary Agreements, including its obligation
                           to advance any funds to Borrower, is conditioned upon
                           the following:

                           7.2.1    FINANCIAL CONDITION. No material adverse
                                    change in the business, property, assets,
                                    operations or condition, financial or
                                    otherwise, of Borrower shall have occurred
                                    since December 31, 1999 as determined by
                                    Lender.

                           7.2.2    FEES. Borrower shall have paid a closing fee
                                    of $15,000 to Lender (which fee shall be
                                    nonrefundable and deemed fully earned on the
                                    date hereof), plus all recording fees,
                                    reasonable attorneys' fees and all other
                                    costs, fees and out-of-pocket expenses (as
                                    reasonably determined by Lender) paid or
                                    incurred by Lender in connection with the
                                    negotiation, preparation, execution and
                                    origination of the transactions contemplated
                                    herein.

                           7.2.3    REAL PROPERTY APPRAISAL. Lender shall have
                                    reviewed and been satisfied with the real
                                    property appraisal prepared by a reputable
                                    appraiser satisfactory to Lender on the
                                    Borrower's real property secured by the
                                    Mortgage.

                           7.2.4    ACCOUNT AND INVENTORY AUDIT. Lender shall
                                    have reviewed and been satisfied with the
                                    written report on Borrower's Accounts and
                                    Inventory prepared by Lender's auditor.

                           7.2.5    ANCILLARY AGREEMENTS. Borrower and other
                                    necessary parties shall have executed all
                                    Ancillary Agreements, including the
                                    Revolving Note, the Term Note, the Equipment
                                    Term Note, the Security Agreement, the
                                    Mortgage and all UCC financing statements.

                           7.2.6    FINANCIAL STATEMENTS. Lender shall have
                                    reviewed and been satisfied with Borrower's
                                    financial statements for the fiscal year
                                    ended December 31, 1999.

                                     -39-

<PAGE>

                           7.2.7    CLOSING CERTIFICATE. The chief executive
                                    officer of Borrower shall have provided
                                    Lender with a certificate stating, in form
                                    acceptable to Lender, that:

                                    7.2.7.1  As of the date of the transactions
                                             contemplated by this Agreement, no
                                             Default or Event of Default has
                                             occurred;

                                    7.2.7.2  No litigation, investigation, or
                                             proceeding, except as specifically
                                             disclosed in this Agreement, is
                                             pending or threatened;

                                    7.2.7.3  The representations and warranties
                                             contained in this Agreement are
                                             true and correct;

                                    7.2.7.4  The Borrower is in compliance with
                                             all of the terms and provisions of
                                             this Agreement; and

                                    7.2.7.5  Each of the conditions described in
                                             this Section 7 have been complied
                                             with and/or satisfied.

                           7.2.8    CORPORATE MATTERS. Borrower shall have
                                    provided Lender with (a) a copy of its
                                    Certificate of Incorporation certified by
                                    the Delaware Secretary of State, (b) a copy
                                    of Borrower's Bylaws, certified by the
                                    Borrower's Secretary, (c) certified copies
                                    of Certificates of Good Standing and
                                    Certificates of Authority to Transact
                                    Business in those countries, states and
                                    provinces where the failure to be so
                                    qualified would have a material adverse
                                    effect on Borrower, (d) certified copies of
                                    resolutions of the Borrower's Board of
                                    Directors, and, where required,
                                    shareholders, authorizing or ratifying the
                                    execution, delivery and performance of this
                                    Agreement and the Ancillary Agreements, and
                                    (e) a Certificate of the Borrower's
                                    Secretary certifying the name of the
                                    Borrower's officer authorized to sign this
                                    Agreement and the Ancillary Agreements
                                    together with a sample of the true signature
                                    of such officer, in each case, acceptable in
                                    form and substance to Lender.

                           7.2.9    OPINION OF COUNSEL. Borrower's counsel shall
                                    have provided Lender with an opinion letter
                                    concerning the validity and enforceability
                                    of all provisions of this Agreement and the
                                    Ancillary Agreements which is acceptable in
                                    form and in substance to Lender.

                           7.2.10   UCC FINANCING STATEMENTS/SEARCHES. Form
                                    UCC-1 Financing Statements from the Borrower
                                    covering the Collateral shall have been
                                    filed in all jurisdictions that Lender deems
                                    necessary. UCC lien, tax, pending suit and
                                    judgment searches for Borrower (under its
                                    corporate

                                     -40-

<PAGE>

                                    name and all trade names) dated a date
                                    reasonably near to the date hereof in all
                                    jurisdictions as deemed necessary by the
                                    Lender.

                           7.2.11   INSURANCE CERTIFICATES. Certificates from
                                    Borrower's insurance carriers evidencing
                                    that all required insurance coverage is in
                                    effect, each designating Lender as loss
                                    payee and additional insured thereunder, as
                                    applicable.

                           7.2.12   ADDITIONAL DOCUMENTS. Borrower shall have
                                    provided Lender with such other certificates
                                    and documents as Lender shall reasonably
                                    require.

         8.       MISCELLANEOUS

                  8.1      MODIFICATION OF AGREEMENT; SALE OF INTEREST. This
                           Agreement and the Ancillary Agreements may not be
                           modified, altered or amended, except by an agreement
                           in writing signed by Borrower and Lender. Borrower
                           may not sell, assign or transfer this Agreement or
                           the Ancillary Agreements or any portion hereof or
                           thereof, including, Borrower's right, title,
                           interest, remedies, powers, and/or duties hereunder
                           or thereunder. Borrower hereby consents to Lender's
                           participation, sale, assignment, transfer or other
                           disposition, at any time or times hereafter, of this
                           Agreement or the Ancillary Agreements or of any
                           portion hereof or thereof, including, Lender's right,
                           title, interest, remedies, powers, and/or duties
                           hereunder or thereunder.

                  8.2      ATTORNEYS' FEES AND EXPENSES: LENDER'S OUT-OF-POCKET
                           EXPENSES; AUDIT FEES. If, at any time or times,
                           whether prior or subsequent to the date hereof, and
                           regardless of the existence of a Default or an Event
                           of Default, Lender employs counsel for advice or
                           other representation or incurs legal and/or other
                           costs and expenses in connection with:

                           8.2.1    The preparation, negotiation and execution
                                    of this Agreement, all Ancillary Agreements,
                                    any amendment or modification of this
                                    Agreement or the Ancillary Agreements; or

                           8.2.2    Any litigation, contest, dispute, suit,
                                    restructuring, workout, proceeding or action
                                    (whether instituted by Lender, Borrower or
                                    any other Person) in any way relating to any
                                    Collateral, this Agreement, the Ancillary
                                    Agreements or Borrower's affairs; or

                           8.2.3    Any attempt to enforce any rights of Lender
                                    or any Participant against Borrower or any
                                    other Person which may be obligated to
                                    Lender by virtue of this Agreement or the
                                    Ancillary Agreements; or

                                     -41-

<PAGE>

                           8.2.4    Any attempt to inspect, verify, protect,
                                    collect, sell, liquidate or otherwise
                                    dispose of any Collateral; or

                           8.2.5    Any audit of any Collateral (which, in the
                                    absence of an Event of Default, shall not
                                    occur more than once per fiscal year of
                                    Borrower); then, in any of the foregoing
                                    events, the reasonable fees arising from
                                    such services and all reasonably incurred
                                    expenses, costs and charges in any way or
                                    respect arising in connection with or
                                    relating to any of the events or actions
                                    described in this Section 8.2 shall be
                                    payable, on demand, by Borrower to Lender
                                    and shall be additional Liabilities
                                    hereunder. Without limiting the generality
                                    of the foregoing, such expenses, costs,
                                    charges and reasonable fees may include
                                    legal fees, costs and expense; paralegals'
                                    fees, costs and expenses; accountants' and
                                    expert witness' fees, costs and expenses;
                                    court costs, fees and expenses; photocopying
                                    and duplicating expenses; court reporter
                                    fees, costs and expenses; long distance
                                    telephone charges; air express charges;
                                    telegram charges; secretarial overtime
                                    charges; and expenses for travel, lodging
                                    and food paid or incurred in connection with
                                    the performance of such legal services.

                  8.3      NO WAIVER BY LENDER. Lender's failure, at any time or
                           times hereafter, to require strict performance by
                           Borrower of any provision of this Agreement shall not
                           constitute a waiver, or affect or diminish any right
                           of Lender thereafter to demand strict compliance and
                           performance therewith. Any suspension or waiver by
                           Lender of a Default or Event of Default by Borrower
                           under this Agreement or the Ancillary Agreements
                           shall not suspend, constitute a waiver of or affect
                           any other Default or Event of Default by Borrower
                           under this Agreement or the Ancillary Agreements,
                           whether the same is prior or subsequent thereto and
                           whether of the same or of a different type. None of
                           the undertakings, agreements, warranties and
                           covenants of Borrower contained in this Agreement or
                           the Ancillary Agreements and no Default or Event of
                           Default by the Borrower under this Agreement or the
                           Ancillary Agreements shall be deemed to have been
                           suspended or waived by Lender, unless such suspension
                           or waiver is by an instrument in writing signed by an
                           officer of Lender and directed to Borrower specifying
                           such suspension or waiver.

                  8.4      SEVERABILITY. Wherever possible, each provision of
                           this Agreement shall be interpreted in such manner as
                           to be effective and valid under applicable law, but
                           if any provision of this Agreement shall be
                           prohibited by or invalid under applicable law, such
                           provisions shall be ineffective to the extent of such
                           prohibition or invalidity, without invalidating the
                           remainder of such provision or the remaining
                           provisions of this Agreement.

                  8.5      PARTIES: ENTIRE AGREEMENT. This Agreement and the
                           Ancillary Agreements shall be binding upon and inure
                           to the benefit of the successors and assigns

                                     -42-

<PAGE>

                           of Borrower and Lender. Borrower's successors and
                           assigns shall include, without limitation, a trustee,
                           receiver or debtor-in-possession of or for Borrower.
                           Nothing contained in this Section 8.5 shall be deemed
                           to modify Section 8.1 of this Agreement. This
                           Agreement (together with the Revolving Note, the Term
                           Note, the Equipment Term Note, the Security Agreement
                           and the Mortgage) is the complete statement of the
                           agreement by and between Borrower and the Lender and
                           supersedes all prior negotiations, understandings and
                           representations (written or oral) between them with
                           respect to the subject matter of this Agreement.

                  8.6      CONFLICT OF TERMS. The provisions of the Ancillary
                           Agreements are incorporated in this Agreement by this
                           reference thereto. Except as otherwise provided in
                           this Agreement and except as otherwise provided in
                           the Ancillary Agreements by specific reference to the
                           applicable provision of this Agreement, if any
                           provision contained in this Agreement is in conflict
                           with, or inconsistent with, any provision in the
                           Ancillary Agreements, the provision contained in this
                           Agreement shall govern and control.

                  8.7      WAIVERS BY BORROWER. Except as otherwise provided for
                           in this Agreement, Borrower waives (i) presentment,
                           demand and protest, notice of protest, notice of
                           presentment, default, non-payment, maturity, release,
                           compromise, settlement, extension or renewal of any
                           or all commercial paper, contract rights, documents,
                           instruments, chattel paper and guaranties at any time
                           held by Lender on which Borrower may in any way be
                           liable and hereby ratifies and confirms whatever
                           Lender may do in this regard; (ii) all rights to
                           notice and a hearing prior to Lender's taking
                           possession or control of or to Lender's replevy,
                           attachment or levy upon, any Collateral or any bond
                           or security which might be required by any court
                           prior to allowing Lender to exercise any of Lender's
                           remedies; and (iii) the benefit of all valuation,
                           appraisement, extension and exemption laws. Borrower
                           acknowledges that it has been advised by counsel of
                           its choice with respect to this Agreement and the
                           transactions evidenced by this Agreement.

                  8.8      GOVERNING LAW. This Agreement shall be governed,
                           enforced and interpreted, and the rights and
                           liabilities of the parties hereto determined, in
                           accordance with the internal laws (as opposed to
                           conflicts of law provision) of the State of Illinois.

                  8.9      FORUM: SERVICE OF PROCESS. BORROWER HEREBY CONSENTS
                           TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL
                           COURT LOCATED WITHIN COOK COUNTY, ILLINOIS AND WAIVES
                           PERSONAL SERVICE OF ANY AND ALL PROCESS UPON
                           BORROWER, AND CONSENTS THAT ALL SUCH SERVICE OF
                           PROCESS BE MADE BY MESSENGER OR REGISTERED MAIL
                           DIRECTED TO BORROWER AT THE ADDRESS STATED IN

                                     -43-

<PAGE>

                           SECTION 8.10 OF THIS AGREEMENT AND SERVICE SO MADE
                           SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER
                           OF DATE OF DELIVERY IF SENT BY MESSENGER OR THREE
                           (3) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO
                           BORROWER'S ADDRESS AS SET FORTH BELOW. BORROWER
                           HEREBY WAIVES ANY OBJECTION WHICH BORROWER MAY
                           HAVE BASED ON IMPROPER VENUE OR FORUM NON
                           CONVENIENS TO THE CONDUCT OF ANY PROCEEDING
                           INSTITUTED HEREUNDER OR RELATED IN ANY WAY TO THIS
                           AGREEMENT OR THE ANCILLARY AGREEMENTS AND CONSENT
                           TO THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF
                           AS IS DEEMED APPROPRIATE BY THE COURT. NOTHING
                           CONTAINED IN THIS SECTION 8.9 SHALL AFFECT THE
                           RIGHT OF LENDER TO SERVE LEGAL PROCESS IN ANY
                           OTHER MANNER PERMITTED BY LAW OR AFFECT THE RIGHT
                           OF LENDER TO BRING ANY ACTION OR PROCEEDING
                           AGAINST BORROWER OR ITS PROPERTY IN THE COURTS OF
                           ANY OTHER JURISDICTION.

                  8.10     NOTICE. Except as otherwise provided herein, any
                           notice required hereunder shall be in writing and
                           shall be deemed to have been validly served, given or
                           delivered (i) three (3) Business Days after deposit
                           in the United States mails, with proper postage
                           prepaid, certified or registered mail, (ii) upon
                           receipt when personally delivered or delivered by
                           reputable overnight courier or (iii) when sent by
                           confirmed facsimile transmission, in each case
                           addressed to the party to be notified as follows.

                           If to Lender, at:

                           LaSalle Bank National Association
                           135 South LaSalle Street
                           Chicago, Illinois 60603
                           Attention: Marc D. Horner
                           Telefax: (312) 904-4660

                           with a copy (which copy shall not constitute notice)
                           to:

                           Ross & Hardies
                           150 North Michigan Avenue, Suite 2500
                           Chicago, Illinois 60601
                           Attention: Scott Hodes, Esq.
                           Telefax: (312) 750-8600

                                     -44-

<PAGE>

                           If to Borrower, at

                           Electric City Corp.
                           1280 Landmeier Road
                           Elk Grove Village, Illinois 60007
                           Attention: Jeffrey R. Mistarz, Chief Financial
                           Officer
                           Telefax: (847) 437-4969

                           with a copy (which copy shall not constitute notice)
                           to:

                           Katten Muchin Zavis
                           525 West Monroe Street, Suite 1600
                           Chicago, Illinois 60661-3693
                           Attention:  Kenneth W. Miller, Esq.
                           Telefax: (312) 902-1061

                  or to such other address as each party may designate for
                  itself by like notice.

                  8.11     DELEGATION OF DUTIES AND GRANT OF AUTHORITY. Lender
                           may perform any of its duties under this Agreement or
                           under the Ancillary Agreements by or through agents
                           or attorneys-in-fact and shall be entitled to advice
                           of counsel concerning all matters pertaining to such
                           duties. In such capacity, such agent or
                           attorney-in-fact shall have the right to undertake,
                           exercise and enforce, on behalf of Lender, all
                           duties, rights, demands and acts of discretion of
                           Lender provided for in, or in any way related to,
                           this Agreement or the Ancillary Agreements and to
                           receive all payments, notices and requests from
                           Borrower on behalf of and for the account of Lender
                           that are provided for in, or in any way related to,
                           this Agreement or the Ancillary Agreements; provided,
                           as used herein, the phrase "to Lender" shall be
                           deemed to mean a reference to such agent or attorney
                           in fact, as agent for Lender, as well as a reference
                           to Lender.

                  8.12     TRANSACTION EXPENSES. In addition to the payment of
                           the attorneys' fees referred to in Section 8.2 of
                           this Agreement, Borrower agrees to pay all of
                           Lender's expenses incurred in connection with the
                           preparation, negotiation, execution and
                           implementation of this Agreement and the Ancillary
                           Agreements, plus all audit fees and document search
                           fees. Lender shall deduct these expenses from
                           borrower's loan proceeds at the time of closing.
                           Payment of such expenses shall not be credited to any
                           of the Liabilities.

                  8.13     SECTION TITLES. The section titles contained in this
                           Agreement are and shall be without substantive
                           meaning or content of any kind whatsoever and are not
                           a part of the agreement between the parties hereto.

                                     -45-

<PAGE>

                  8.14     RELEASE BY BORROWER. In connection with Borrower's
                           repayment in full of the Liabilities (other than
                           contingent indemnification obligations to the extent
                           no unsatisfied claim giving rise thereto has been
                           asserted) to Lender under this Agreement and the
                           Ancillary Agreements, Borrower shall deliver to
                           Lender a release of all claims Borrower may have
                           against Lender other than those resulting from the
                           willful misconduct or gross negligence of Lender, the
                           form, substance and content of which shall otherwise
                           be satisfactory to Lender.

                  8.15     TERMINATION. Upon payment in full of the Liabilities
                           (other than contingent indemnification obligations to
                           the extent no unsatisfied claim giving rise thereto
                           has been asserted), this Agreement shall terminate
                           and Lender shall deliver to Borrower, at Borrower's
                           expense, such termination statements and releases as
                           are necessary to terminate and release the liens and
                           security interests in favor of Lender pursuant to
                           this Agreement and the Ancillary Agreements.

                  8.16     PARTICIPATION. Lender shall be permitted to sell a
                           participation in the Total Facility hereunder on
                           terms satisfactory to such parties. Borrower shall
                           cooperate with any credit investigations and reviews
                           undertaken by such Participant.

                  8.17     INDEMNIFICATION. Borrower agrees to defend, protect,
                           indemnify and hold harmless the Lender and each and
                           all of its officers, directors, employees, attorneys
                           and agents (collectively, the "INDEMNIFIED PARTIES")
                           from and against any and all liabilities,
                           obligations, losses, damages, penalties, actions,
                           judgments, suits, claims, costs, expenses and
                           disbursements of any kind or nature whatsoever
                           (including, without limitation, the reasonable fees
                           and disbursements of counsel for the Indemnified
                           Parties in connection with any investigative,
                           administrative or judicial proceeding, whether or not
                           the Indemnified Parties shall be designated by a
                           party thereto), which may be imposed on, incurred by,
                           or asserted against any Indemnified Party (whether
                           direct, indirect or consequential and whether based
                           on any federal or state laws or other statutory
                           regulations) in any manner relating to or arising out
                           of this Agreement or the Ancillary Agreements, or any
                           act, event or transaction related or attendant
                           thereto, the making and the management of the Loans
                           or the use or intended use of the proceeds of the
                           Loans hereunder, or the presence on or under any real
                           property of the Borrower of any hazardous material or
                           underground storage tank or any violation of any
                           Environmental Law with respect to any such real
                           property; provided, that Borrower shall not have any
                           obligation to any Indemnified Party hereunder with
                           respect to matters caused by or resulting from the
                           willful misconduct or gross negligence of such
                           Indemnified Party. To the extent that the undertaking
                           to indemnify, pay and hold harmless set forth in the
                           preceding sentence may be unenforceable because it is
                           violative of any law or public

                                     -46-

<PAGE>

                           policy, Borrower shall contribute the maximum
                           portion which it is permitted to pay and satisfy
                           under applicable law, to the payment and
                           satisfaction of all matters incurred by the
                           Indemnified Parties. Any liability, obligation,
                           loss, damage, penalty, cost or expense incurred by
                           the Indemnified Parties shall be paid to the
                           Indemnified Parties on demand, together with
                           interest thereon at the Default Rate from the date
                           incurred by the Indemnified Parties until paid by
                           Borrower, be added to the Liabilities of the
                           Borrower, and be secured by the Collateral. The
                           provisions of and undertakings and
                           indemnifications set out in this Section shall
                           survive the satisfaction and payment of the
                           Liabilities of Borrower and the termination of
                           this Agreement for a period of one (1) year from
                           such termination unless a longer period is
                           provided for under applicable law, and then for
                           such longer period as provided by such law.

                  8.18     MARSHALING: PAYMENTS SET ASIDE. The Lender shall be
                           under no obligation to marshal any assets in favor of
                           Borrower or any other Person or against or in payment
                           of any or all of the Liabilities of Borrower. To the
                           extent that the Borrower makes a payment or payments
                           to the Lender or the Lender enforces its liens in the
                           Collateral or exercises its rights of setoff, and
                           such payment or payments or the proceeds of such
                           enforcement or setoff or any part thereof are
                           subsequently invalidated, declared to be fraudulent
                           or preferential, set aside and/or required to be
                           repaid to a trustee, receiver or any other party
                           under any bankruptcy law, state or federal law,
                           common law or equitable cause, then to the extent of
                           such recovery, the obligation or part thereof
                           originally intended to be satisfied shall be revived
                           and continued in full force and effect as if such
                           payment had not been made or such enforcement or
                           setoff had not occurred.

                  8.19     COUNTERPARTS. This Agreement and any amendment or
                           supplement hereto or any waiver granted in connection
                           herewith may be executed in any number of
                           counterparts and by the different parties on separate
                           counterparts and each such counterpart shall be
                           deemed to be an original, but all such counterparts
                           shall together constitute but one and the same
                           Agreement.

                  8.20     WAIVER OF JURY TRIAL. BORROWER AND THE LENDER HEREBY
                           IRREVOCABLY AND KNOWINGLY WAIVE (TO THE FULLEST
                           EXTENT PERMITTED BY LAW) ANY RIGHT TO A TRIAL BY JURY
                           IN ANY ACTION OR PROCEEDING (INCLUDING, WITHOUT
                           LIMITATION, ANY COUNTERCLAIM) ARISING OUT OF THIS
                           AGREEMENT, THE ANCILLARY AGREEMENTS OR ANY OTHER
                           AGREEMENTS OR TRANSACTIONS RELATED HERETO OR THERETO,
                           INCLUDING, WITHOUT LIMITATION, ANY ACTION OR
                           PROCEEDING (A) TO ENFORCE OR DEFEND ANY RIGHTS UNDER
                           OR IN CONNECTION WITH THIS AGREEMENT OR ANY
                           INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH
                           MAY IN

                                     -47-

<PAGE>

                           THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR
                           (B) ARISING FROM ANY DISPUTE OR CONTROVERSY IN
                           CONNECTION WITH OR RELATED TO THIS AGREEMENT AND
                           THE ANCILLARY AGREEMENTS. THE LENDER AND THE
                           BORROWER AGREE THAT ANY SUCH ACTION OR PROCEEDING
                           SHALL BE TRIED BEFORE A COURT AND NOT A JURY.

             [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]



                                     -48-

<PAGE>

         IN WITNESS WHEREOF, this Loan Agreement has been duly executed as of
the day and year specified at the beginning hereof.

                                            ELECTRIC CITY CORP.


                                            By:  /s/ Jeffrey Mistarz
                                                 -------------------------------

                                            Its: Chief Financial Officer
                                                 -------------------------------



                                            LASALLE BANK NATIONAL ASSOCIATION


                                            By:  /s/ Marc Horner
                                                 -------------------------------

                                            Its: Assistant Vice President
                                                 -------------------------------



<PAGE>



                                    EXHIBIT A





                              REVOLVING CREDIT NOTE





                                [TO BE ATTACHED]



<PAGE>



                                    EXHIBIT B





                              TERM (MORTGAGE) NOTE





                                [TO BE ATTACHED]


<PAGE>



                                    EXHIBIT C





                               EQUIPMENT TERM NOTE





                                [TO BE ATTACHED]


<PAGE>



                                    EXHIBIT D





                           BORROWING BASE CERTIFICATE





                                [TO BE ATTACHED]



<PAGE>



                                    EXHIBIT E





                               SECURITY AGREEMENT





                                [TO BE ATTACHED]



<PAGE>



                                    EXHIBIT F





                                    MORTGAGE





                                [TO BE ATTACHED]



<PAGE>



                                    EXHIBIT G





                               EBITDA PROJECTIONS





                                [TO BE ATTACHED]



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