<PAGE>   1
                                                                    EXHIBIT 10.1


                              AMENDED AND RESTATED
                                 LOAN AGREEMENT

<TABLE>
<CAPTION>
==============================================================================================================================
      Principal             Date             Maturity       Loan No.     Call   Collateral    Account     Officer    Initials
    $7,500,000.00     October 7, 1997    October 7, 2002      0001                            7373872       945
------------------------------------------------------------------------------------------------------------------------------
<S>                   <C>                <C>                <C>         <C>     <C>          <C>          <C>        <C>

==============================================================================================================================
</TABLE>

  References in the shaded area are for Lender's use only and do not limit the
  applicability of this document to any particular loan or item.

<TABLE>
<S>                                                  <C>          
BORROWER:  RANKIN AUTOMOTIVE GROUP, INC.             LENDER:  HIBERNIA NATIONAL BANK
           F/K/A RANKIN AUTOMOTIVE WAREHOUSE, INC.            (TIN:  72-0210640)
           (TIN:  72-0838383)                                 P. O. BOX 351
           3709 SOUTH MACARTHUR DRIVE                         ALEXANDRIA, LOUISIANA 71309
           ALEXANDRIA, LOUISIANA 71301
</TABLE>

WHEREAS BORROWER AND LENDER ENTERED INTO A LOAN AGREEMENT ON THE 12TH DAY OF
DECEMBER, 1995;

WHEREAS BORROWER AND LENDER HAVE AGREED TO VARIOUS AMENDMENTS TO THE LOAN
AGREEMENT EFFECTIVE THE 7TH DAY OF OCTOBER, 1997;

THIS AMENDED AND RESTATED LOAN AGREEMENT between RANKIN AUTOMOTIVE GROUP, INC.
F/K/A RANKIN AUTOMOTIVE WAREHOUSE, INC. ("BORROWER") and HIBERNIA NATIONAL BANK
("LENDER") is made and executed on the following terms and conditions. Borrower
has applied to Lender for a loan or loans and other financial accommodations,
including those which may be described on any exhibit or schedule attached to
this Agreement.

DEFINITIONS. The following words shall have the following meanings when used in
this Agreement. Terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Louisiana Commercial Laws (La.-R.S.
10:1-101, et seq.). All references to dollar amounts shall mean amounts in
lawful money of the United States of America.

         ACCOUNT. The word "Account" means a trade account, account receivable,
         other receivable, or other right to payment for goods sold or services
         rendered owing to Borrower (or to a third party grantor acceptable to
         Lender).

         ACCOUNT DEBTOR. The words "Account Debtor" mean the person or entity
         obligated upon an Account.

         ADJUSTED NET WORTH. The term "Adjusted Net Worth" shall mean Borrower's
         Tangible Net Worth less amounts (a) due from an officer, an employee or
         agent of Borrower, or (b) due from any person or entity which is a
         subsidiary of, or is affiliated with, or related to, Borrower or any of
         its shareholders, officers, or directors, (c) due for any intangible
         assets as defined in accordance with generally accepted accounting
         principles (GAAP), or (e) due for any assets which are excluded
         pursuant to the exercise of reasonable discretion of Lender.

         ADVANCE. The word "Advance" means a disbursement of Loan funds under
         this Agreement.

         AGREEMENT. The word "Agreement" means this Loan Agreement, as this Loan
         Agreement may be amended or modified from time to time, together with
         all exhibits and schedules attached or to be attached to this Loan
         Agreement from time to time.

         APPLICABLE INTEREST MARGIN. The term "Applicable Interest Margin" shall
         mean that percentage interest rate per annum of 2.50% added on to the
         "LIBOR Index Rate" as defined herein.

         AFCO, INC. The term "AFCO, Inc." means Autoparts Finance Company, Inc.,
         (TIN: 51-0001902), a Delaware corporation, World Houston Plaza, 15710
         John F. Kennedy Boulevard, Suite 700, Houston, TX 77032-2347, its
         successors and assigns.

<PAGE>   2
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 2
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------


         A.P.S., INC.. The term "A.P.S., Inc." means American Parts System,
         Inc., a Delaware Corporation, (TIN: 95-2221166), World Houston Plaza,
         15710 John F. Kennedy Boulevard, Suite 700, Houston, Texas 77032- 2347,
         its successors and assigns.

         A.P.S., INC., MERCHANDISE REPURCHASE AGREEMENT. The term "A.P.S., Inc.,
         Merchandise Repurchase Agreement" shall mean that Merchandise
         Repurchase Agreement dated the 11th day of December, 1995, by and
         between A.P.S., Inc., Borrower and Lender.

         AUTHORIZED PERSONS. The words "Authorized Persons" mean individually,
         collectively and interchangeably Randall B. Rankin.

         BORROWER. The word "Borrower" means individually, collectively and
         interchangeably RANKIN AUTOMOTIVE GROUP, INC.. The word "Borrower" also
         includes, as applicable, all subsidiaries and affiliates of Borrower as
         provided below in the paragraph titled "Subsidiaries and Affiliates of
         Borrower".

         BORROWING BASE. The words "Borrowing Base" mean, as determined by
         Lender from time to time, the lesser of (a) $7,500,000.00; or (b) the
         sum of (i) 80% of the aggregate amount of ELIGIBLE RECEIVABLES or such
         lesser percentage as Lender determines appropriate, in its sole
         discretion, exercising reasonable credit judgment, plus (ii) the lesser
         of (1)$5,000,000.00 or (2) 70% of the aggregate amount of the
         Borrower's cost of inventory covered by the A.P.S., Inc. Merchandise
         Repurchase Agreement and 50% of the Borrower's cost of all other
         inventory. "ELIGIBLE RECEIVABLES" mean, at any time, all of Borrower's
         Accounts which contain selling terms and conditions acceptable to
         Lender. The net amount of any ELIGIBLE RECEIVABLE against which
         Borrower may borrow shall exclude all returns, discounts, credits, and
         offsets of any nature. Unless otherwise agreed to by Lender in writing,
         ELIGIBLE RECEIVABLES do not include: (a) Accounts that are not
         encumbered by a first priority perfected security interest granted in
         favor of Lender, where first priority perfection is confirmed by
         evidence or opinions acceptable to Lender; (b) Accounts that are not
         free and clear of all security interests, liens, encumbrances, and
         claims of third parties, except for Permitted Liens; (c) Accounts that
         have not been paid in full within ninety (90) days from the invoice
         date; (d) Accounts of any Account Debtor with more than fifty percent
         (50%) aggregate Accounts owned being due and payable for more than
         ninety (90) days from the Invoice date, unless Lender, upon request of
         Borrower and in its sole discretion, agrees to allow inclusion of the
         Accounts from any particular Account Debtor for a particular month as
         ELIGIBLE RECEIVABLES; (e) Accounts with respect to which the Account
         Debtor is a shareholder, a director, an officer, an employee, or an
         agent of Borrower; (f) Accounts with respect to which the Account
         Debtor is a subsidiary of, or affiliated with or related to Borrower or
         its shareholders, officers, or directors; (g) Accounts with respect to
         which goods are placed on consignment, guaranteed sale, or other terms
         by reason of which the payment by the Account Debtor may be
         conditional; (h) Accounts with respect to which the Account Debtor is
         not a resident of the United States, except to the extent such Accounts
         are supported by insurance, bonds or other assurances satisfactory to
         Lender; (i) Accounts with respect to which Borrower is or may become
         liable to the Account Debtor for goods sold or services rendered by the
         Account Debtor to Borrower; (j) Accounts which are subject to dispute,
         counterclaim or setoff; (k) Accounts with respect to which the goods
         have not been shipped or delivered, or the services have not been
         rendered, to the Account Debtor; (l) Accounts with respect to which
         Lender, in its sole discretion, reasonably deems the creditworthiness
         or financial condition of the Account Debtor to be unsatisfactory or
         uncollectible; (m) Accounts of any Account Debtor who has filed or has
         had filed against it a petition in bankruptcy or an application for
         relief under any provision of any state or federal bankruptcy,
         insolvency, or debtor-in-relief acts; or who has had appointed a
         trustee, custodian, or receiver for the assets of such Account Debtor;
         or who has made an assignment for the benefit of creditors or has
         become insolvent or fails generally to pay its debts (including its
         payrolls) as such debts become due; (n) Accounts with respect to which
         the Account Debtor is the United States government or any department or
         agency of the United States, unless encumbered by a first priority
         perfected security interest granted in favor of Lender, acknowledged by
         the appropriate governmental agency and where first priority perfection
         is confirmed by evidence or opinions acceptable to Lender; (o) Notes
         Receivable; (p) any other type or class of accounts receivable
         determined as ineligible by any field audit conducted by the Lender or
         its agent. Furthermore, if Borrower has accounts receivable from a
         Person and Borrower has accounts payable to the same Person, the
         Lender, at its option, may exclude that portion of the accounts
         receivable equal to the accounts payable, so that only the excess (if
         any) of the accounts receivable over the accounts payable will be
         included in the Borrowing Base. In no instance shall "ELIGIBLE
         INVENTORY" exceed $7,142,857.14. ELIGIBLE INVENTORY shall be valued at
         Borrower's cost. "ELIGIBLE INVENTORY" mean, at any time, all of the
         inventory of Borrower as defined below except: (a) Inventory that is
         not encumbered by a first priority perfected security interest granted
         in favor of Lender, where first priority perfection is confirmed by
         evidence or opinions acceptable to Lender; (b) Inventory that is not
         owned by Borrower free and clear of all security interests, liens,
         encumbrances, and
<PAGE>   3
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 3
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------


         claims of third parties, except for Permitted Liens; (c) Inventory that
         Lender, in its sole discretion, deems to be obsolete, unsalable,
         damaged, defective, or unfit for sale or further processing; and, (d)
         Inventory recommend to be excluded by field audit conducted by the
         Lender or its agent. The amount of the Borrowing Base shall be
         established at least monthly if Borrower has not been directed by
         Lender to establish and maintain Dominion Account Status. In the event
         Lender has directed Borrower to establish and maintain Dominion Account
         Status then, in such an event, the amount of the Borrowing Base shall
         be established daily based on the Borrowing Base Certificate provided
         by each Borrower to the Bank. Any inventory or accounts receivable that
         are ELIGIBLE INVENTORY or ELIGIBLE RECEIVABLES at any time, but which
         subsequently fail to meet any of the foregoing requirements, shall
         forthwith cease to be ELIGIBLE INVENTORY or ELIGIBLE RECEIVABLES, as
         the case may be, until such time as they once again meet all of the
         foregoing requirements.

         BORROWING BASE CERTIFICATE. The words "Borrowing Base Certificate" mean
         the borrowing base certificate described below.

         BUSINESS DAY. The words "Business Day" mean a day on which commercial
         banks are open for business in Alexandria, Louisiana, excluding
         Saturdays.

         COLLATERAL. The word "Collateral" means and includes individually,
         collectively, interchangeably and without limitation all property and
         assets granted as collateral security for a Loan, whether real or
         personal property, whether granted directly or indirectly, whether
         granted now or in the future, and whether granted in the form of a
         security interest, mortgage, collateral mortgage, deed of trust,
         assignment, pledge, crop pledge, chattel mortgage, collateral chattel
         mortgage, chattel trust, factor's lien, equipment trust, conditional
         sale, trust receipt, lien, charge, lien or title retention contract,
         lease or consignment intended as a security device, or any other
         security or lien interest whatsoever, whether created by law, contract,
         or otherwise. The word "Collateral" includes without limitation all
         collateral described below in the section titled "COLLATERAL".

         COLLATERAL VALIDITY GUARANTY. The words "Collateral Validity Guaranty"
         means that agreement executed by Randall B. Rankin on October 7, 1997.

         DEBT. The term "Debt" shall mean all of Borrower's liabilities.

         DOMINION ACCOUNT STATUS. The term "Dominion Account Status" shall mean
         Lender's written notification to Borrower, to: (1) establish and
         maintain a "Dominion Account" as hereinafter defined, (2) and upon
         Borrower's receipt of such notice, Borrower shall initiate and comply
         with within thirty (30) days, the procedures set forth and further
         described in the section herein entitled (a) "Borrowing Base
         Certificates" (b) and the section herein entitled "Line of Credit" as
         it relates more particularly to the "Borrowing Base calculation" in
         conjunction with Borrower's "request for an advance". Upon initiation
         of "Dominion Account Status," this status shall remain in full force,
         and effect, and this status shall not be terminated until written
         notice of its termination shall have been delivered by Lender to
         Borrower.

         DEBTOR. The word "Debtor" means individually, collectively and
         interchangeably each person or entity obligated upon any Account and
         any grantor of a security interest as security for any Account.

         EARNINGS BEFORE INTEREST EXPENSE AND TAXES. (EBIT) The term "EBIT"
         shall mean Total Revenues minus Operating Expenses as defined herein.

         EFFECTIVE DATE. The words "Effective Date" mean the 1st day of August,
         1997 the date this Amended an Restated Loan Agreement became effective.

         ERISA. The word "ERISA" means the Employee Retirement Income Security
         Act of 1974, as amended.

         EVENT OF DEFAULT. The words "Event of Default" mean individually,
         collectively, and interchangeably any of the Events of Default set
         forth below in the Section titled "EVENTS OF DEFAULT".

         EXPIRATION DATE. The words "Expiration Date" mean the earlier of (a) in
         the event an Event of Default occurs, the date Lender demands
         repayment, in full, of the aggregate unpaid principal amount of all
         Advances then outstanding and all accrued unpaid interest, together
         with all other applicable fees, costs and charges, if any, not yet
         paid, (b) the date of termination of Lender's commitment to lend under
         this Agreement, or (c) the latest stated maturity date of the Note,
         August
<PAGE>   4
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 4
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------


         31, 2002, and any renewals and extensions of the Note (PROVIDED,
         HOWEVER, THAT LENDER HAS MADE NO COMMITMENT TO, AND IS NOT OBLIGATED
         TO, RENEW THE NOTE OR EXTEND THE MATURITY DATE OF THE NOTE).

         GRANTOR. The word "Grantor" means and includes individually,
         collectively, interchangeably and without limitation each and all of
         the persons or entities granting a Security Interest in any Collateral
         for the Indebtedness, including without limitation all Borrowers
         granting such a Security Interest.

         GUARANTOR. The word " Guarantor" means and includes individually,
         collectively, interchangeably and without limitation, RANDALL B. RANKIN
         (SSN ###-##-####), AS DEFINED BY THE COLLATERAL VALIDITY GUARANTY.

         INDEBTEDNESS. The word "Indebtedness" means and includes individually,
         collectively, interchangeably and without limitation, any and all
         present and future loans, extensions of credit, liabilities and/or
         obligations of every nature and kind whatsoever that Borrower may now
         and in the future owe to or incur in favor of Lender and its successors
         or assigns, including without limitation, Borrower's Indebtedness in
         favor of Lender under the Note, whether such loans, extensions of
         credit, liabilities and/or obligations are direct or indirect, or by
         way of assignment, and whether related or unrelated, or whether
         committed or purely discretionary, and whether absolute or contingent,
         voluntary or involuntary, determined or undetermined, liquidated or
         unliquidated, due or to become due, together with interest, costs,
         expenses, attorneys' fees and other fees and charges, whether or not
         any such Indebtedness may be barred under any statute of limitations or
         may be otherwise unenforceable or voidable for any reason.

         PRIME RATE INDEX. The term "Prime Rate Index" shall mean THE CHASE
         MANHATTAN BANK N.A. COMMERCIAL LENDING RATE subject to change from time
         to time, however, the interest rate change will not occur more often
         than daily.

         INTEREST EXPENSE. The term "Interest Expense" shall mean all interest
         paid on the "Borrower's Debt".

         LENDER. The word "Lender" means HIBERNIA NATIONAL BANK (TIN:
         72-0210640), its successors and assigns, and any subsequent holder or
         holders of Borrower's Loan and Note, or any interest therein.

         LEVERAGE POSITION. The ratio "Leverage Position" shall mean "Debt" as
         defined herein divided by Adjusted Net Worth as defined herein plus as
         defined herein.

         LIBOR OPTION. During any period of time that this "LIBOR Option" is in
         effect, the interest rate on all advances under the Line of Credit
         shall be the "LIBOR Index Rate", as hereinafter defined, plus 2.50%.
         "LIBOR Index Rate" is defined as the ninety (90) day London Interbank
         Offered Rate as quoted in the Wall Street Journal, as of the last day
         of any calendar quarter, commencing with the 30th day of September,
         1997.

         LINE OF CREDIT. The words "Line of Credit" mean the credit facility
         described in the section titled "LINE OF CREDIT".

         LOAN. The words "Loan" and "Loans" mean and include any and all loans
         and financial accommodations from Lender to Borrower (or any of them)
         whether now or hereafter existing, and however evidenced, including
         without limitation those loans and financial accommodations described
         herein or described on any exhibit or schedule attached to this
         Agreement from time to time, and further including any and all
         subsequent amendments, additions, substitutions, renewals and
         refinancings of Borrower's Loan.

         OPERATING EXPENSES. The words "Operating Expenses" shall mean all
         expenses incurred during the ordinary course of business, excluding
         interest expense, and taxes.

         NOTE. The word "Note" means Borrower's promissory note or notes
         evidencing Borrower's Loan obligations in favor of Lender, as well as
         any substitute, replacement or refinancing note or notes therefor. The
         Note shall be drawn for the maximum amount of the Borrowing Base, shall
         provide for interest at the rate established for the Line of Credit,
         shall provide for payment, in full, of all principal interest and other
         charges by no later than the Expiration Date, and shall contain such
         other provisions (including, without limitation, provisions relating to
         calculation of interest, late charges, acceleration, default interest,
         cross-defaults, rights upon default, payment application, and
         attorneys' fees) as customarily incorporated by Lender in its
         commercial loan notes.

<PAGE>   5

OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 5
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------


         PERMITTED LIENS. The words "Permitted Liens" mean (a) liens and
         security interests securing indebtedness owed by Borrower to Lender;
         (b) liens for taxes, assessments, or similar charges either not yet due
         or being contested in good faith; (c) liens of materialmen, mechanics,
         warehousemen, or carriers, or other like liens arising in the ordinary
         course of business and securing obligations which are not yet
         delinquent; (d) purchase money liens or purchase money security
         interests upon or in any property acquired or held by Borrower in the
         ordinary course of business to secure indebtedness outstanding on the
         date of this Agreement or permitted to be incurred under the paragraph
         of this Agreement titled "Indebtedness and Liens"; (e) liens and
         security interests which, as of the date of this Agreement, have been
         disclosed to and approved by Lender in writing; and (f) those liens and
         security interests which in the aggregate constitute an immaterial and
         insignificant monetary amount with respect to the net value of
         Borrower's assets; (g) those liens and security interest with respect
         to equipment and/or motor vehicles acquired in the ordinary course of
         business securing debt of the Borrower aggregating no more than
         $250,000.00.

         RELATED DOCUMENTS. The words "Related Documents" mean and include
         individually, collectively, interchangeably and without limitation all
         promissory notes, credit agreements, loan agreements, guaranties,
         security agreements, mortgages, collateral mortgages, deeds of trust,
         A.P.S., Inc., Merchandise Repurchase Agreement, Subordination
         Agreement, Subordination of Lien Agreements, UCC-3, Dominion and Master
         Account and Disbursement Procedure Agreement, attached hereto as
         Exhibit "A", and all other instruments and documents, whether now or
         hereafter existing, executed in connection with the "Indebtedness."

         SECURITY AGREEMENT. The words "Security Agreement" mean and include
         individually, collectively, interchangeably and without limitation any
         agreements, promises, covenants, arrangements, understandings or other
         agreements, whether created by law, contract, or otherwise, evidencing,
         governing, representing, or creating a Security Interest.

         SECURITY INTEREST. The words "Security Interest" mean and include
         individually, collectively, interchangeably and without limitation any
         and all present and future mortgages, pledges, crop pledges,
         assignments and other security agreements directly or indirectly
         securing the repayment of Borrower's Loan and Note, whether created by
         law, contract, or otherwise.

         MINIMUM INTEREST COVERAGE. The ratio " Minimum Interest Coverage" shall
         mean "Earning Before Taxes and Interest" as defined herein, divided by
         "Interest Expense" as defined herein.

         INTEREST EXPENSE. The term " Interest Expense" shall mean all interest
         expense accrued and paid on " Debt" as defined herein.

         SUBSIDIARY. The word "Subsidiary" and "Subsidiaries" mean and include
         any wholly-owned subsidiary of Borrower, except that business known as
         The Travel Company operating at 1404 North 18th Street, Monroe,
         Louisiana.

         TANGIBLE NET WORTH. The term "Tangible Net Worth" shall mean Borrower's
         total assets excluding all intangible assets (i.e., goodwill,
         trademarks, patents, copyrights, organizational expenses, and similar
         intangible expenses, but including leaseholds and leasehold
         improvements) less total Debt in accordance with generally accepted
         accounting principles, consistently applied except for changes in
         account principals or practices with which the independent public
         accountants for Borrower occur.

         TOTAL REVENUE. The words "Total Revenue" shall mean all income
         generated during the ordinary course of business including, but not
         limited to, income generated from the sale of goods.

APPLICATION FOR AND PURPOSE OF THE LOAN. Borrower has applied to Lender for a
Loan in the aggregate principal amount of U.S. $7,500,000.00 for the purpose of
financing Borrower's origination and acquisition of Inventory in the ordinary
course of business of Borrower and working capital.

LINE OF CREDIT. (a) Subject to and upon the terms and conditions contained in
this Agreement, and relying on the representations and warranties contained in
this Agreement, the Lender agrees to make a revolving line of credit available
to the Borrower equal to the lesser of the Borrowing Base (as shown on the most
recent timely submitted Borrowing Base Certificate) or $7,500,000.00. The line
of credit is represented by a promissory note in the principal amount of
$7,500,000.00, payable to the order of the Lender. The principal shall be
payable as set forth in the note. Interest on the note shall accrue and be
payable as set forth in the note. The note shall mature on October 7, 2002.



<PAGE>   6
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 6
LOAN NO. 7373872;0001                 (CONTINUED)
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         (b) If the date of the Borrowing Base calculation on the most recently
submitted Borrowing Base Certificate is more than 5 days prior to a request for
advance, the Borrower shall not be entitled to an advance until a timely
Borrowing Base Certificate is provided to the Lender. If at the time of the
request for an advance is made Borrower is not on Dominion Account Status then
the Borrowing Base Certificate shall be prepared not later than the fifth (5th)
day of the month in which the advance has been requested in accordance with
Exhibit "B". If at the time of the Request for an advance is made Borrower is on
Dominion Account Status, then the Borrowing Base Certificate shall be prepared
not later than three (3) days prior to the date the request for an advance is
made in accordance with Exhibit "B."

Within the foregoing limits, Borrower may borrow, partially or wholly prepay,
and reborrow under this Agreement as follows:

         CONDITIONS PRECEDENT TO EACH ADVANCE. Lender's obligation to make the
         initial Advance and any subsequent Advance to or for the account of
         Borrower under this Agreement is subject to the following conditions
         precedent, with all documents, instruments, opinions, reports, and
         other items required under this Agreement to be in form and substance
         satisfactory to Lender:

                  (a)      Lender shall have received evidence that this
                           Agreement and all Related Documents have been duly
                           authorized, executed, and delivered by Borrower to
                           Lender, including, without limitation (i) the Note,
                           (ii) Security Agreements granting to Lender security
                           interests in the Collateral, (iii) Financing
                           Statements perfecting Lender's Security Interests;
                           (iv) evidence of insurance as required below; and (v)
                           any other documents required under this Agreement or
                           by Lender or its counsel.

                  (b)      Lender shall have received and reviewed Borrower's
                           annual financial statements for the fiscal year
                           ending February and these annual financial statements
                           reflect no material adverse change in the financial
                           condition or business of Borrower or any Subsidiary
                           other than charge-offs discussed with Lender prior to
                           execution of this Agreement.

                  (c)      Lender be in possession of all Eligible Receivables
                           and Eligible Inventory documentation.

                  (d)      Lender shall have received copies of all evidences of
                           unpaid indebtedness to others issued by Borrower and
                           each Subsidiary.

                  (e)      The form of all evidences of unpaid indebtedness
                           issued by Borrower and each Subsidiary has been
                           submitted to Lender for review.

                  (f)      Lender shall have received such opinions of counsel,
                           supplemental opinions, and documents as Lender may
                           request.

                  (g)      The security interests in the Collateral shall have
                           been duly authorized, created, and perfected with
                           first lien priority and shall be in full force and
                           effect and Lender shall have received evidence,
                           acceptable to Lender, of the priority of Lender's
                           security interests in the Collateral as contemplated
                           by this Agreement.

                  (h)      All guaranties required by Lender for the Line of
                           Credit shall have been executed by each Guarantor,
                           delivered to Lender, and be in full force and effect.

                  (i)      Lender, at its option and for its sole benefit, shall
                           have conducted an audit of the payment records,
                           ledger sheets, and computer tapes or disks kept by
                           Borrower and each Subsidiary to record payment
                           information, and other books, records, and operations
                           of Borrower and each Subsidiary, and Lender shall be
                           satisfied as to their condition.

                  (j)      Borrower shall have paid to Lender all other fees,
                           costs, and expenses specified in this Agreement and
                           the Related Documents as are then due and payable.

                  (k)      The representations and warranties set forth in this
                           Agreement, in the Related Documents, and any document
                           or certificate delivered to Lender under this
                           Agreement are true and correct.


<PAGE>   7
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 7
LOAN NO. 7373872;0001                 (CONTINUED)
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                  (l)      There shall not exist at the time of any Advance a
                           condition which would constitute an Event of Default
                           under this Agreement.

         MAKING LOAN ADVANCES. Advances under the Line of Credit, as well as
         directions for payment from Borrower's accounts, may be requested
         orally or in writing by authorized persons. Lender may, but need not,
         require that all oral requests be confirmed in writing. Each Advance
         shall be conclusively deemed to have been made at the request of and
         for the benefit of Borrower (a) when credited to any deposit account of
         Borrower maintained with Lender or (b) when advanced in accordance with
         the instructions of an authorized person. Lender, at its option, may
         set a cutoff time, after which all requests for Advances will be
         treated as having been requested on the next succeeding Business Day.

         VARIABLE INTEREST RATE All advances under the Line of Credit shall bear
         interest at a variable rate, which rate shall be determined pursuant to
         either the "Prime Rate Option" (as defined below) or the "LIBOR Option"
         (as defined below) (each an "Interest Rate Option"):

         (A)      "Prime Rate Option" During any period of time that this "Prime
                  Rate Option" is in effect, the interest rate on all advances
                  under the Line of Credit shall be the Wall Street Journal
                  Prime Commercial Lending Rate as published by the Wall Street
                  Journal, as it may change from time to time, adjusted daily.
                  Lender may, in its sole discretion, designate a substitute
                  interest rate for the Wall Street Journal Prime Commercial
                  Lending Rate if that rate becomes unavailable during any
                  period of time that this Prime Rate Option is in effect will
                  not occur more often than once each day.

         (B)      "LIBOR Option" During any period of time that this "LIBOR
                  Option" is in effect, the interest rate on all advances under
                  the Line of Credit shall be the "LIBOR Index Rate", as
                  hereinafter defined, plus 2.50%. "LIBOR Index Rate" is defined
                  as the ninety (90) day London Interbank Offered Rate as quoted
                  in the Wall Street Journal, as of the last day of any calendar
                  quarter, commencing with the 30th day of September, 1997.

         (C)      The Interest Rate Option to be used under this Line of Credit
                  shall be determined as of the last day of each calendar
                  quarter during the term of this Agreement, and once
                  determined, that Interest Rate Option shall remain in effect
                  from the first day of the following calendar quarter until the
                  last day of the following calendar quarter. As of the last day
                  of any calendar quarter, the Interest Rate Option to be used
                  for the following calendar quarter shall be the Interest Rate
                  Option that is, as of the last day of a calendar quarter, the
                  lower of (i) the Wall Street Journal Prime Lending Rate, or
                  (ii) the LIBOR Index Rate plus 2.50%. Notwithstanding anything
                  to the contrary herein during the period from the Effective
                  Date to the 30th day of September, 1997, Borrower has selected
                  the "LIBOR Option". During the period from the Effective Date
                  to the 30th day of September, 1997, the LIBOR Index Rate is
                  the ninety (90) day London Interbank Offered Rate as quoted in
                  the Wall Street Journal on the 30th day of September, 1997.

         (D)      The term "calendar quarter" as used herein shall mean the four
                  three month periods consisting of January 1 to March 31, April
                  1 to September 30, July 1 to September 30, and October 1, to
                  December 31 of each year during the term of this Note.

         (E)      The interest rate charged on advances under the Line of Credit
                  are not necessarily the lowest rates charged by Lender on its
                  loans. Borrower understands that Lender may make loans based
                  on other rates as well. Under no circumstance, however, will
                  the interest rate under the Line of Credit be more than the
                  maximum interest rate allowed by applicable law.

         OVERLINES AND OVERADVANCES. In the event the unpaid principal amount of
         the outstanding Advances under the Line of Credit ever exceeds
         $7,500,000.00 (the maximum amount of the Borrowing Base), Borrower
         agrees to pay the excess amount (an "overline") immediately upon demand
         by lender. In the event the unpaid principal amount of the outstanding
         Advances under the Line of Credit ever exceeds the Borrowing Base,
         Borrower agrees to pay the excess amount (an "overadvance") immediately
         upon demand by Lender. Overlines and overadvances shall bear interest
         at the rate stated in the Note. If not sooner paid, interest on
         overlines and overadvances shall be paid on the lst day of each month,
         until the Expiration Date. Upon request of Lender, Borrower shall
         execute a promissory note, payable to the order of Lender, to represent
         the amount of any overline and any overadvance; however, Borrower
         acknowledges and agrees that the records
<PAGE>   8
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 8
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         of Lender and this Agreement shall constitute conclusive evidence of
         any overline or overadvance and the obligation of Borrower to repay any
         overline or overadvance, with interest. All overlines and overadvances
         for which Lender has not demanded payment earlier, and all unpaid and
         accrued interest on overlines and overadvances not due and payable
         earlier, shall be due and payable on the Expiration Date. Borrower
         acknowledges and agrees that Lender is not obligated to Borrower to
         fund any Advance that would create an overline or an overadvance.

         MANDATORY PRINCIPAL REPAYMENTS. If at any time the aggregate principal
         amount of the outstanding Advances shall exceed the applicable
         Borrowing Base, Borrower, immediately upon written or oral notice from
         Lender, shall pay to Lender an amount equal to the difference between
         the outstanding principal balance of the Advances and the Borrowing
         Base. On the Expiration Date, Borrower shall pay to Lender in full the
         aggregate unpaid principal amount of all Advances then outstanding and
         all accrued unpaid interest, together with all other applicable fees,
         costs and charges, if any, not yet paid.

         LOAN ACCOUNT. Lender shall maintain on its books a record of account in
         which Lender shall make entries for each Advance and such other debits
         and credits as shall be appropriate in connection with the Line of
         Credit. Lender shall provide Borrower with periodic statements of
         Borrower's account, which statements shall be considered to be correct
         and conclusively binding on Borrower unless Borrower notifies Lender to
         the contrary within thirty (30) days after Borrower's receipt of any
         such statement, which Borrower deems to be incorrect.

COLLATERAL. To secure payment of the Line of Credit and performance of all other
Loans, obligations and duties owed by Borrower to Lender, Borrower and each
Subsidiary (and others, if required) shall grant to Lender Security Interests in
such property and assets as Lender may require (the "COLLATERAL"), including
without limitation all present and future accounts, inventory, instruments,
documents, contract rights, and general intangibles of Borrower and each
Subsidiary. Lender's Security Interests in the Collateral shall be continuing
liens and shall include the proceeds and products of the Collateral, including
without limitation the proceeds of any insurance. With respect to the
Collateral, Borrower agrees and represents and warrants to Lender:

         PERFECTION OF SECURITY INTERESTS. Borrower agrees to execute, and cause
         each Subsidiary to execute, such financing statements and to take
         whatever other actions are requested by Lender to perfect and continue
         Lender's Security Interests in the Collateral. Upon request of Lender,
         Borrower shall deliver, and cause each Subsidiary to deliver, to Lender
         any and all of the documents evidencing or constituting the Collateral,
         and note Lender's interest upon any and all Accounts if not delivered
         to Lender for possession by Lender. Contemporaneous with the execution
         of this Agreement, Borrower will execute, and cause each Subsidiary to
         execute, one or more UCC financing statements and any similar
         statements as may be required by applicable law, and will file such
         financing statements and all such similar statements in the appropriate
         location or locations. Borrower hereby appoints Lender as its
         irrevocable attorney-in-fact for the purpose of executing any documents
         necessary to perfect or to continue any Security Interest. Lender may
         at any time, and without further authorization from Borrower, file a
         carbon, photograph, facsimile, or other reproduction of any financing
         statement for use as a financing statement. Borrower will reimburse
         Lender for all expenses for the perfection, termination, and
         continuation of the perfection of Lender's security interest in the
         Collateral. Borrower promptly will notify Lender of any name change of
         Borrower or any of the Subsidiaries including any change to the assumed
         business names of Borrower or any of the Subsidiaries. Borrower also
         promptly will notify Lender of any change in the Social Security Number
         or Employer Identification Number of Borrower or any of the
         Subsidiaries. Borrower further agrees to notify Lender in writing prior
         to any change in address or location of any office of Borrower or any
         of the Subsidiaries or should Borrower or any of the Subsidiaries merge
         or consolidate with any other entity.

         COLLATERAL RECORDS. Borrower and each Subsidiary does now, and at all
         time hereafter shall, keep correct and accurate records of the
         Collateral and all payment and balance information, all of which
         records shall be available to Lender or Lender's representative upon
         demand for inspection and copying at any reasonable time. With respect
         to the Accounts Receivable, Borrower agrees to keep and maintain, and
         cause each Subsidiary to keep and maintain, such balance and payment
         history records as Lender may require, including, without limitation,
         delinquency information.

         RIGHT TO COLLECT. Until an Event of Default occurs, Borrower, and each
         Subsidiary, may collect amounts due under any Accounts Receivable,
         subject to the obligation, if any, of Borrower and each Subsidiary to
         deposit all collections in a Dominion Account. At any time after any
         Event of Default occurs, Lender may exercise its rights to collect the
         Accounts Receivable and to notify Debtors to make payments directly to
         Lender for application to the indebtedness. This provision supersedes
         any contrary provision in any Security Agreement.

<PAGE>   9

OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 9
LOAN NO. 7373872;0001                 (CONTINUED)
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         REPRESENTATIONS AND WARRANTIES CONCERNING ACCOUNTS RECEIVABLE. With
         respect to all Accounts Receivable, Borrower represents and warrants to
         Lender: (a) Each Account represents by Borrower or any of the
         Subsidiaries to be Eligible Receivables for purposes of this Agreement
         conforms to the requirements of the definition of Eligible Receivables;
         (b) All Accounts Receivable information listed on schedules delivered
         to Lender will be true and correct, subject to immaterial variance; and
         (c) Lender, its assigns, or agents shall have the right at any time and
         at Borrower's expense to inspect, examine, and audit the records of
         Borrower and each Subsidiary and to verify and confirm with Debtors the
         accuracy of the balance and payment history of any account, to
         determine whether such Debtors have any offsets or counterclaims
         against Borrower or any Subsidiary, and such other matters which Lender
         may inquire.

DOMINION ACCOUNT. Until the Expiration Date, Borrower and each Subsidiary if
required by Lender pursuant to Written Notice of "Dominion Account Status" shall
establish and maintain a deposit account with Lender or with a bank designated
by Lender (the "DOMINION ACCOUNT') into which Borrower shall deposit, daily, all
amounts paid on any Accounts Receivable. All deposits shall be made no later
than the first Business day after receipt by Borrower. Borrower shall have no
right to draw upon the Dominion Account. On the second Business Day after a
deposit into the Dominion Account, the amount of the deposit shall be drawn from
the Dominion Account by Lender and applied to repayment of the Loan. Until an
Event of Default occurs, the Dominion Account procedures established under this
Agreement are provided in lieu of, and supersedes, the lock box provisions of
any Security Agreement. Borrower acknowledges that upon execution of this Loan
Agreement, it is required to establish a Dominion Account pursuant to the
requirements of this section.

REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender as of
the date of this Agreement and as of the date of each disbursement of Loan
proceeds:

         ORGANIZATION. Borrower and each Subsidiary are corporations which are
         duly organized, validly existing, and in good standing under the laws
         of the State of Louisiana.

         AUTHORIZATION. Borrower's execution, delivery and performance of this
         Agreement have been duly authorized, and do not conflict with, and will
         not result in a violation of, or constitute or give rise to an event of
         default under Borrower's Articles of Incorporation or Bylaws, or any
         agreement or other instrument which may be binding upon Borrower, or
         under any law or governmental regulation or court decree or order
         applicable to Borrower and/or its properties. Borrower has the power
         and authority to enter into Borrower's Loan and Note and to grant
         collateral security therefor. Each Subsidiary has the power and
         authority to grant Security Interests in its property as security for
         Borrower's Loan and Note. Borrower and each Subsidiary have the further
         power and authority to own and to hold all or each of its assets and
         properties, and to carry on each of its businesses as presently
         conducted.

         INDEBTEDNESS OR DEBT. Payment of all notes, bonds, debentures, and all
         other evidences of indebtedness issued by Borrower and each Subsidiary
         (other than trade debt) has been subordinated to repayment of
         Borrower's Loan in an amount sufficient to maintain compliance at all
         times with all financial ratios.

         SUBSIDIARIES. Each of the Subsidiaries is a wholly-owned subsidiary of
         Borrower. The Subsidiaries are the only companies owned or operated by
         Borrower or any Guarantor.

         FIDUCIARY OBLIGATION OF BORROWER. Borrower and each Subsidiary shall
         act in a fiduciary capacity as to Lender with regard to receipt and
         collection by Borrower and each Subsidiary, in trust for and on behalf
         of Lender, of any and all amounts paid on the Collateral. If on
         Dominion Account Status, ALL AMOUNTS PAID ON THE COLLATERAL SHALL BE
         DEPOSITED INTO A DOMINION ACCOUNT. Any diversion or use by Borrower or
         any Subsidiary of any portion of any amount paid on the Collateral
         shall constitute an Event of Default.

         FINANCIAL INFORMATION. The financial statements of Borrower and each
         Subsidiary previously furnished to Lender are and were complete and
         correct, and were prepared in accordance with generally accepted
         accounting principles, and fairly represent the financial conditions
         and solvency of Borrower and each Subsidiary as of the date thereof. To
         the best of Borrower's knowledge, neither Borrower nor any Subsidiary
         has any contingent obligations or liabilities that were not disclosed
         or reserved against in Borrower's financial statements or in the notes
         thereto. Since the dates of such financial statements, there has been
         no material adverse change in the financial condition or business of
         Borrower or any Subsidiary.

         PROPERTIES. Except for Permitted Liens, Borrower and each Subsidiary
         own and have good title to all of their properties free and clear of
         all Security Interests, and have not executed any security documents or
         financing statements relating to such 

<PAGE>   10
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 10
LOAN NO. 7373872;0001                 (CONTINUED)
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         properties. All properties of Borrower and each Subsidiary are titled
         in the legal name of Borrower and each Subsidiary, and neither Borrower
         nor any Subsidiary has used, or filed a financing statement under, any
         other name for at least the last five (5) years other than those trade
         names listed on page 11 of this agreement listed under the section
         entitled "Trade Names".

         HAZARDOUS SUBSTANCES. The terms "hazardous substance", "disposal",
         "release", and "threatened release", as used in this Agreement, shall
         have the same meanings as set forth in the Comprehensive Environmental
         Response, Compensation, and Liability Act of 1980, as amended, 42
         U.S.C. Section 1801, et seq. ("CERCLA"), the Superfund Amendments and
         Reauthorization Act of 1986, Pub. L. No. 99-499 ("SARA"), the Hazardous
         Materials Transportation Act, 49 U.S.C. Section 1801, et seq., the
         Resource Conversation and Recovery Act, 49 U.S.C. Section 6901, et
         seq., or other applicable state or Federal laws, rules, or regulations
         adopted pursuant to any of the foregoing. Except as disclosed to and
         acknowledged by Lender in writing, Borrower represents and warrants
         that: (a) During the period of the ownership by Borrower and each
         Subsidiary of the properties of Borrower and each Subsidiary, there has
         been no use, generation, manufacture, storage, treatment, disposal,
         release or threatened release of any hazardous waste or substance by
         any person on, under, or about any of the properties; (b) Borrower has
         no knowledge of, or reason to believe that there has been (i) any use,
         generation, manufacture, storage, treatment, disposal, release, or
         threatened release of any hazardous waste or substance by any prior
         owners or occupants of any of the properties, or (ii) any actual or
         threatened litigation or claims of any kind by any person relating to
         such matters; (c) Neither Borrower nor any tenant, contractor, agent or
         other authorized user of any of the properties shall use, generate,
         manufacture, store, treat, dispose of, or release any hazardous waste
         or substance on, under, or about any of the properties; and any such
         activity shall be conducted in compliance with all applicable federal,
         state, and local laws, regulations, and ordinances, including without
         limitation those laws, regulations and ordinances described above.
         Borrower authorizes Lender and its agents, and will cause each
         Subsidiary to authorize Lender and its agents, to enter upon the
         properties to make such inspections and tests as Lender may deem
         appropriate to determine compliance of the properties with this section
         of this Agreement. Any inspections or tests made by Lender shall be for
         Lender's purposes only and shall not be construed to create any
         responsibility or liability on the part of Lender to Borrower or to any
         other person. Borrower hereby releases and waives any future claims
         against Lender for indemnity or contribution in the event Borrower
         becomes liable for cleanup or other costs under any such laws.

         LITIGATION. There are no suits or proceedings pending, or to the
         knowledge of Borrower, threatened against or affecting Borrower, any
         Subsidiary, or any assets of Borrower or any Subsidiary, before any
         court or by any governmental agency, other than those previously
         disclosed to Lender in writing, which, if adversely determined, may
         have a material adverse effect on the financial condition or business
         of Borrower or any Subsidiary.

         TAXES. To the best of Borrower's knowledge, all tax returns and reports
         of Borrower and each Subsidiary that are or were required to be filed,
         have been filed, and all taxes, assessments and other governmental
         charges have been paid in full, except those presently being or to be
         contested by Borrower or any Subsidiary in good faith in the ordinary
         course of business and for which adequate reserves have been provided.

         LIEN PRIORITY. Unless otherwise previously disclosed to Lender in
         writing, neither Borrower nor any Subsidiary has not entered into or
         granted any Security Agreements, or permitted the filing or attachment
         of any Security Interests on or affecting any of the Collateral
         directly or indirectly securing repayment of Borrower's Loan and Note,
         that would be prior or that may in any way be superior to Lender's
         Security interests and rights in and to such Collateral.

         BINDING EFFECT. This Agreement, Borrower's Note and all Security
         Agreements directly or indirectly securing repayment of Borrower's Loan
         and Note are binding upon Borrower as well as upon Borrower's
         successors, representatives and assigns, and are legally enforceable in
         accordance with their respective terms. The Security Agreements and
         Guarantees executed by each of the Subsidiaries is binding upon each
         Subsidiary.

         COMMERCIAL PURPOSES. Borrower intends to use the Loan proceeds solely
         for business or commercial related purposes.

         EMPLOYEE BENEFIT PLANS. Each employee benefit plan as to which Borrower
         or any Subsidiary may have any liability complies in all material
         respects with all applicable requirements of law and regulations, and
         (a) no Reportable Event (as defined in ERISA) has occurred with respect
         to any such plan, (b) neither Borrower nor any Subsidiary has withdrawn
         from any such plan or initiated steps to do so, and (c) no steps have
         been taken to terminate any such plan.
<PAGE>   11
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 11
LOAN NO. 7373872;0001                 (CONTINUED)
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         LOCATION OF BORROWER'S OFFICES AND RECORDS. Each of the chief places of
         business of Borrower, and the office or offices where Borrower keeps
         its records concerning any of the Collateral is located at 3709 SOUTH
         MACARTHUR DRIVE, ALEXANDRIA, LOUISIANA.

         TAX IDENTIFICATION NUMBER OF BORROWER. The Tax Identification Number of
         Borrower is 72-0838383, and is the only Tax Identification Number used
         by Borrower for the last ten (10) years.

         TRADE NAMES. Neither Borrower nor any Subsidiary has operated any of
         its businesses under any other Trade Name for a period of ten (10)
         years preceding the date of this Agreement, except Big A Auto Parts,
         Grand Big A Auto Parts, Fas Parts, USA Auto Stores, Franklin Motor
         Supply, Grand Auto, Grand Auto of Texas, Motor Supply, East Texas Auto
         Supply, Rankin, Inc., Standard Machine Co., The Travel Co., Big A
         Machine Shop, Pineville Motor Supply, Bastrop Motor Supply, Rankin Auto
         Warehouse, Grand Big A Auto, Grand Big A Auto Warehouse, Grand/USA Auto
         Parts, National Auto Parts and any additional trade names shown on
         Exhibit "C" attached.

         INFORMATION. All information heretofore or contemporaneously herewith
         furnished by Borrower and any Subsidiary to Lender for the purposes of
         or in connection with this Agreement or any transaction contemplated
         hereby is, and all information hereafter furnished by or on behalf of
         Borrower and any Subsidiary to Lender will be, true and correct in
         every material respect on the date as of which such information is
         dated or certified; and one of such information is or will be
         incomplete by omitting to state any material fact necessary to make
         such information not misleading.

         SURVIVAL OF REPRESENTATION AND WARRANTIES. Borrower understands and
         agrees that Lender is relying upon the above representations and
         warranties in making the above referenced Loan to Borrower. Borrower
         further agrees that the foregoing representations and warranties shall
         be continuing in nature and shall remain in full force and effect until
         such time as Borrower's Loan and Note shall be paid in full, or until
         the Expiration Date, whichever is the last to occur.

AFFIRMATIVE COVENANTS. Borrower covenants and agrees with Lender that, so long
as this Agreement remains in effect, Borrower will:

         LITIGATION. Promptly inform Lender in writing of (a) all material
         adverse changes in the financial condition of Borrower or any
         Subsidiary, and (b) all litigation and claims and threatened litigation
         and claims affecting Borrower, any Subsidiary, or any other Guarantor
         which could materially affect the financial condition of Borrower, the
         financial condition of any Subsidiary, or the financial condition of
         any other Guarantor.

         FINANCIAL RECORDS. Maintain its books and records, and cause each
         Subsidiary to maintain its books and records, in accordance with
         generally accepted accounting principles, applied on a consistent
         basis, and permit Lender, and cause each Subsidiary to permit Lender,
         to examine and audit the books and records of Borrower and each
         Subsidiary at all reasonable times, at Borrower's expense.

         FINANCIAL REPORTS. All financial statements and reports required to be
         provided under this Agreement, shall be prepared in accordance with
         generally accepted accounting principles, applied on a consistent
         basis, and certified as being true and correct to the best knowledge
         and belief by the chief financial officer or other officer or person
         acceptable to Lender.

         BORROWER'S ANNUAL FINANCIAL STATEMENT. Without demand or request by
         Lender, furnish Lender with, as soon as available, but in no event
         later than ninety (90) days after the end of each fiscal year, fiscal
         year-end financial statements of Borrower (which, beginning the
         statements for the fiscal year ending February 25, 1997, shall be
         consolidated statements for Borrower and the Subsidiaries), including a
         balance sheet and an income statement and a statement of changes in
         financial position, audited by a certified public accountant acceptable
         to Lender in accordance with generally accepted accounting principals.
         At the request of Lender, Borrower shall also furnish fiscal year-end
         financial statements for each Subsidiary, including a balance sheet and
         an income statement and a statement of changes in financial position,
         prepared and certified as correct to the best knowledge and belief by
         the chief financial officer of the Subsidiary or other officer or
         person acceptable to Lender.

         MONTHLY FINANCIAL STATEMENTS.  Without demand or request by Lender,
         furnish Lender with, as soon as available, but in no event later than
         thirty (30) days after the end of each calendar month, month-end
         financial statements of Borrower (which shall be consolidated
         statements for Borrower and the Subsidiaries), including a balance
         sheet and an income statement, 
<PAGE>   12
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 12
LOAN NO. 7373872;0001                 (CONTINUED)
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         prepared and certified as correct to the best knowledge and belief by
         Borrower's chief financial officer or other officer or person
         acceptable to Lender. Without demand or request by Lender, furnish
         Lender with, as soon as available, but in no event later than thirty
         (30) days after the end of each calendar month, month-end financial
         statements for Subsidiary, including a balance sheet and an income
         statement, prepared and certified as correct to the best knowledge and
         belief by the chief financial officer of the Subsidiary or other
         officer or person acceptable to Lender. Notwithstanding any other
         provisions to the contrary herein financial statements due for the
         months of May, August and November will be due forty-five (45) days
         from the end of the calendar month; and, financial statements due for
         the month of February will be due ninety (90) days from the end of the
         calendar month.

         ACCOUNTS PAYABLE AGING. Without demand or request by Lender, furnish
         Lender with, as soon as available, and in no event later than fifteen
         (15) days after the end of each calendar month end, a listing of all
         Accounts Payable balance and payment information, a listing of all
         Suppliers and/or Creditors for the prior month, with a payment aging of
         each Account Payable.

         MONTHLY LISTS OF DEBTORS. Without demand or request by Lender, furnish
         Lender with, as soon as available, but in no event later than fifteen
         (15) days after the end of each calendar month, for Borrower and each
         Subsidiary keeping computerized records of Accounts Receivable balance
         and payment information, a listing of all Debtors for the prior month,
         with a payment aging of each Accounts Receivable. Each list shall be
         prepared by Borrower and each Subsidiary and certified as correct to
         the best knowledge and belief by the chief financial officer of
         Borrower and each Subsidiary or other officer or person acceptable to
         Lender, and shall be in form and content acceptable to Lender.

         DETAILED INVENTORY REPORT. Without demand or request by Lender, furnish
         Lender with, as soon as available, and in no event later than fifteen
         (15) days after the end of each calendar month end, a listing of all
         inventory on hand and/or merchandise for sale maintained by Borrower,
         or otherwise carried on Borrower's books and records, in sufficient
         detail as to provide for classification, age, type, cost and/or other
         information to satisfaction of Lender.

         BORROWING BASE CERTIFICATES. Without demand or request by Lender,
         within fifteen (15) days after the end of each month and at such times
         as Lender may request, furnish Lender with Borrowing Base Certificates,
         for Borrower and each Subsidiary, in reasonable detail and in form and
         content acceptable to Lender, prepared by Borrower and each Subsidiary
         and certified as correct to the best knowledge and belief by the chief
         financial officer of Borrower and each Subsidiary or other officer or
         person acceptable to Lender, identifying the calculation of the
         Borrowing Base, and certifying that Borrower is in compliance with all
         terms and conditions of this Agreement, including statements that (i)
         the amount owed to Lender attributed to each Subsidiary is less than
         80% of each Subsidiary's Eligible Receivables, (ii) the amount owed to
         Lender attributed to each Subsidiary is less than 70% of the Borrower's
         cost of inventory covered by the A.P.S., Inc. Merchandise Repurchase
         Agreement and 50% of the Borrower's cost of all other inventory, (iii)
         all of the representations and warranties in this Agreement are true
         and correct, (iv) no Event of Default has occurred under this
         Agreement, and (v) no event has occurred which, with notice, the lapse
         of time or otherwise, could constitute an Event of Default under this
         Agreement. The Borrowing Base Certificates of Borrower shall be a
         compilation of the Borrowing Base Certificates of the Subsidiaries. The
         amount of gross receivables plus the amount of gross inventory of
         Borrower and each Subsidiary shown on the month-end Borrowing Base
         Certificates must be equal to the amount of gross receivables plus the
         amount of gross inventory shown on the Monthly Financial Statements
         prepared for the same month-end. A copy of the current Borrowing Base
         Certificate form to be used by Borrower and acceptable to Lender is
         attached to this Agreement as Exhibit "B"; however, Lender reserves the
         right to make changes to the form.

         GUARANTOR FINANCIAL STATEMENTS. Without demand or request by Lender,
         Borrower shall maintain on file with Lender a current (no more than one
         year old) personal financial statement for each Guarantor (excluding
         Subsidiaries), originally signed and dated by each Guarantor, in a form
         and content acceptable to Lender.

         TAX RETURNS. By July 15 of each year or within thirty (30) days of the
         filing of each, whichever occurs later, without demand or request,
         Borrower shall furnish copies of the federal tax returns for the prior
         year filed by Borrower, each Subsidiary, and each other Guarantor, with
         all schedules and supporting documentation.

         ADDITIONAL INFORMATION. Furnish such additional information and
         statements, lists of Inventory, assets and liabilities, agings of
         receivables and Accounts Payable (aged), tax returns, and other reports
         with respect to the financial condition and business operations of
         Borrower and each Subsidiary as Lender may request from time to time.
<PAGE>   13
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 13
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------



         INSURANCE. Maintain fire and other risk insurance in an amount of not
         less than 80% of the average annual reported value of inventory as
         reflected in inventory reported to Lender, and public liability
         insurance, in form, amounts, coverages and with insurance companies
         reasonably acceptable to Lender. Borrower, upon request of Lender, will
         deliver to Lender from time to time the policies or certificates of
         insurance in form satisfactory to Lender, including stipulations that
         coverages will not be canceled or diminished without at least thirty
         (30) days' prior written notice to Lender. In connection with all
         policies covering assets in which Lender holds or is offered a security
         interest for the Loans, Borrower will provide Lender with such lender's
         loss payable or other endorsements as Lender may require.

         INSURANCE REPORTS. Furnish to Lender, upon request of Lender, reports
         on each existing insurance policy showing such information as Lender
         may reasonably request, including without limitation the following: (a)
         the name of the insurer; (b) the risks insured; (c) the amount of the
         policy; (d) the properties insured; (e) the then current property
         values on the basis of which insurance has been obtained, and the
         manner of determining these values; and (f) the expiration date of the
         policy.

         OTHER AGREEMENTS. Comply with all terms and conditions of all other
         agreements, whether now or hereafter existing, between Borrower and any
         other party and notify Lender immediately in writing of any default in
         connection with any other such agreements.

         LOAN PROCEEDS. Use all Loan proceeds solely for the business operations
         of Borrower and the Subsidiaries, unless specifically consented to the
         contrary by Lender in writing. Borrower agrees not to use any Loan
         proceeds to acquire or carry margin stock (within the meaning of
         Regulations G, T and U of the Board of Governors of the Federal Reserve
         System). Provided, however, that Borrower and the Subsidiaries may use
         loan proceeds to pay bonuses and to repurchase up to $300,000 of
         Borrower's stock as long as an Event of Default has not occurred and
         such a use of loan proceeds will not cause Borrower to be in default
         under any of the covenants listed in the section titled FINANCIAL
         COVENANTS.

         TAXES, CHARGES AND LIENS. Pay and discharge when due all of its
         indebtedness and obligations, including without limitation all
         assessments, taxes, governmental charges, levies and liens, of every
         kind and nature, imposed upon Borrower, the Subsidiaries, or
         properties, income or profits of Borrower or the Subsidiaries, prior to
         the date on which penalties would attach, and all lawful claims that,
         if unpaid, might become a lien or charge upon any of the properties,
         income, or profits of Borrower or the Subsidiaries. Provided, however,
         Borrower will not be required to pay and discharge any such assessment,
         tax, charge, levy, lien or claim so long as (a) the legality of the
         same shall be contested in good faith by appropriate proceedings, and
         (b) Borrower or the Subsidiary shall have established on its books
         adequate reserves with respect to such contested assessment, tax,
         charge, levy, lien, or claim in accordance with generally accepted
         accounting practices. Borrower, upon demand of Lender, will furnish to
         Lender evidence of payment of the assessments, taxes, charges, levies,
         liens and claims and will authorize the appropriate governmental
         official to deliver to Lender at any time a written statement of any
         assessments, taxes, charges, levies, liens and claims against the
         properties, income, or profits of Borrower and the Subsidiaries.

         PERFORMANCE. Perform and comply with all terms, conditions and
         provisions set forth in this Agreement and in all other instruments and
         agreements between Borrower and Lender in a timely manner, and promptly
         notify Lender if Borrower learns of the occurrence of any event which
         constitutes an Event of Default under this Agreement.

         OPERATIONS. Conduct its business affairs, and cause each Subsidiary to
         conduct its business affairs, in a reasonable and prudent manner and in
         compliance with all applicable federal, state and municipal laws,
         ordinances, rules and regulations respecting its properties, charters,
         businesses and operations, including compliance with all minimum
         funding standards and other requirements of the ERISA and other laws
         applicable to employee benefit plans of Borrower and the Subsidiaries.

         OTHER SUBSIDIARIES. In the event Borrower creates or acquires an
         interest in any entity (other than any Subsidiary), the Borrower shall
         cause such other entity to grant to Lender Security Interests in such
         property and assets as Lender may require, including without
         limitation, all present and future accounts, inventory, rolling stock,
         fixed assets, instruments, documents, contract rights, and general
         intangibles of such entity. Borrower also agrees to cause such entity
         to execute a guarantee as required by Lender. The property and assets
         of such entity affected by the Security Interests granted to Lender
         shall be included in the definition of "Collateral" as set forth above
         and such entity shall be included in the definitions of "Guarantor" and
         "Subsidiary" as set forth above. Borrower also agrees to cause such
         entity to execute such financing statements and to take whatever other
         actions are requested by Lender to perfect and continue Lender's
         Security Interests in the Collateral. Borrower also agrees to cause
         such entity to comply with all of the reporting requirements for each
         
<PAGE>   14
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 14
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------



         Guarantor and each Subsidiary under this Agreement. Borrower also
         agrees to cause such entity to comply with all other covenants imposed
         upon each Guarantor and each Subsidiary under this Agreement.

         INSPECTION. Permit employees or agents of Lender at any reasonable time
         to inspect any and all collateral for the Loan or Loans and other
         properties of Borrower or any Subsidiary and to examine or audit the
         books, accounts, ledger sheets, and records of Borrower and any
         Subsidiary and to make copies and memoranda of the books, accounts,
         ledger sheets, and records of Borrower or any Subsidiary, at Lender's
         expense. If Borrower or any Subsidiary now or at any time hereafter
         maintains any records (including without limitation computer generated
         records and computer programs for the generation of such records) in
         the possession of a third party, Borrower, upon request of Lender,
         shall notify such party to permit Lender free access to such records at
         all reasonable times and to provide Lender with copies of any records
         it may request, at Lender's expense.

         CHANGE OF LOCATION. Immediately notify Lender in writing of any
         additions to or changes in the location of the businesses of Borrower
         and of any Subsidiary.

         TITLE TO ASSETS AND PROPERTY. Maintain good and marketable title to all
         of Borrower's assets and properties and cause each Subsidiary to
         maintain good and marketable title to its assets and properties.

         NOTICE OF DEFAULT, LITIGATION AND ERISA MATTERS. Forthwith upon
         learning of the occurrence of any of the following, Borrower shall
         provide Lender with written notice thereof, describing the same and the
         steps being taken by Borrower with respect thereto: (a) the occurrence
         of any Event of Default, or (b) the institution of, or any adverse
         determination in, any litigation, arbitration proceeding or
         governmental proceeding, or (c) the occurrence of a Reportable Event
         under, or the institution of steps by Borrower or any Subsidiary to
         withdraw from, or the institution of any steps to terminate, any
         employee benefit plan as to which Borrower or any Subsidiary may have
         any liability.

         OTHER INFORMATION. From time to time, Borrower will provide Lender with
         such other information as Lender may reasonably request.

         EMPLOYEE BENEFIT PLANS. So long as this Agreement remains in effect,
         Borrower will maintain, and cause each Subsidiary to maintain, each
         employee benefit plan as to which it may have any liability, in
         compliance with all applicable requirements of law and regulations.

         OTHER AGREEMENTS. Borrower will not enter into any agreement containing
         any provision which would be violated or breached by the performance of
         its obligations hereunder or under any instrument or document delivered
         or to be delivered by it hereunder or in connection herewith and will
         not allow any Subsidiary to enter into such an agreement.

         ADDITIONAL ASSURANCES. Make, execute and deliver to Lender, and cause
         each Subsidiary to make, execute and deliver to Lender, such promissory
         notes, security agreements, and financing statements, as Lender or its
         attorneys may reasonably request to evidence and secure the Loans and
         to perfect all Security Interests.

NEGATIVE COVENANTS. Borrower covenants and agrees with Lender that as long as
this Agreement remains in effect Borrower shall not, without prior written
consent of Lender:

         ISSUANCE OF SHARES. Issue, sell or otherwise dispose of, any shares of
         capital stock of Borrower or any subsidiary or other securities, or
         rights, warrants or options to purchase or acquire any shares or
         securities of Borrower or any subsidiary, or allow any Subsidiary to
         issue, sell or otherwise dispose of, any shares of its capital stock or
         other securities, or rights, warrants or options to purchase or acquire
         any of its own shares or securities. This section does not preclude the
         Borrower from complying with the issuance of stock as set forth in the
         Prospectus issued in connection with the initial public offering of
         November 18, 1996.

         REDEMPTION OF SHARES. Redeem, retire, or repurchase any shares of its
         capital stock or other securities, or allow any Subsidiary to redeem,
         retire or repurchase any shares of its capital stock or other
         securities. Provided, however, that Borrower may repurchase up to
         $300,000 of its Capital Stock for the purpose of providing for
         executive compensation incentive, as previously disclosed to Lender.
<PAGE>   15
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 15
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------



         INDEBTEDNESS AND LIENS. (a) Except for trade debt incurred in the
         normal course of business and indebtedness to Lender contemplated by
         this Agreement, create, incur or assume indebtedness for borrowed
         money, including capital leases, or allow any Subsidiary to create,
         incur or assume such indebtedness in excess of $250,000.00, (b) except
         as allowed as a Permitted Lien, sell, transfer, mortgage, assign,
         pledge, lease, grant a security interest in, or encumber any of
         Borrower's assets, or allow any Subsidiary to sell, transfer, mortgage,
         assign, pledge, lease, grant a security interest in, or encumber any of
         its assets, in excess of $500,000.00 in aggregate value for
         collateralizing loans for furniture, fixtures and equipment, motor
         vehicles, small equipment, etc., in the ordinary course of business, or
         (c) sell with recourse any of Borrower's accounts, or instruments
         except to Lender, or to allow any Subsidiary to sell with recourse any
         of its accounts, or instruments except to Lender.

         Borrower, as of the Effective Date, is operating 48 locations as shown
         on Exhibit "C" attached.

         CONTINUITY OF OPERATIONS. (a) Engage in any business activities
         substantially different than those in which Borrower is presently
         engaged, or allow any Subsidiary to engage in any business activities
         substantially different than those in which any such Subsidiary is
         presently engaged, (b) operate under any Trade Name other than Trade
         Names, if any, identified in this Agreement, or allow any Subsidiary to
         operate under any Trade Name other than Trade Names, if any, identified
         in this Agreement save and accept the travel company, (c) cease
         operations, liquidate, merge or consolidate with any other entity,
         change ownership, dissolve or transfer or sell Collateral out of the
         ordinary course of business, or allow any Subsidiary to cease
         operations, liquidate, merge or consolidate with any other entity,
         change ownership, dissolve or transfer or sell Collateral out of the
         ordinary course of business, or (d) pay any dividends on Borrower's
         stock or purchase or retire any of Borrower's outstanding shares or
         alter or amend Borrower's capital structure, or allow any Subsidiary to
         pay any dividends on its stock or purchase or retire any of its
         outstanding shares or alter or amend its capital structure. Provided,
         however, that Borrower may repurchase up to $300,000 of its Capital
         Stock for the purpose of providing for executive compensation
         incentive, as previously disclosed to Lender.

         LOANS, ACQUISITIONS, AND GUARANTIES. (a) Loan, invest in or advance
         money or assets other than in the ordinary course of business, or allow
         any Subsidiary to loan, invest in or advance money or assets other than
         in the ordinary course of business, (b) purchase, create or acquire any
         interest in any other enterprise or entity, or allow any Subsidiary to
         purchase, create or acquire any interest in any other enterprise or
         entity, or (c) incur any obligation as surety or guarantor other than
         in the ordinary course of business, or allow any Subsidiary to incur
         any obligation as surety or guarantor other than in the ordinary course
         of business.

         OTHER OPERATIONS. Create or acquire an interest in any entity or
         establish any new operations or locations, or allow any Subsidiary or
         to create or acquire an interest in any entity or establish any new
         operations or locations. Notwithstanding the preceding sentence,
         Borrower may establish up to twelve (12) new locations per fiscal year
         1998 and up to ten (10) new locations for fiscal year 1999, 2000, 2001
         and 2002, so long as Borrower maintains compliance with all ratio
         requirements at all times.

FINANCIAL COVENANTS. Borrower covenants and agrees with Lender that as long as
this Agreement remains in effect Borrower shall comply with the following
financial covenants. All computations made to determine compliance with these
Financial Covenants shall be made in accordance with generally accepted
accounting principals, applied on a consistent basis, and certified by Borrower
as being true and correct.

         MINIMUM CURRENT RATIO. The Borrower will maintain a ratio of current
         assets to current liabilities of not less than 1.05 to 1.00 as of the
         date of closing. On the 25th day of February, 1998, and thereafter, the
         Borrower will maintain a ratio of current assets to current liabilities
         of not less than 1.05 to 1.00. On the 25th day of February, 1999, and
         thereafter, the Borrower will maintain a ratio of current assets to
         current liabilities of not less than 1.07 to 1.00. On the 25th day of
         February, 2000, and thereafter, the Borrower will maintain a ratio of
         current assets to current liabilities of not less than 1.10 to 1.00. On
         the 25th day of February, 2001, the Borrower will maintain a ratio of
         current assets to current liabilities of not less than 1.12 to 1.00. On
         the 25th day of February, 2002, and thereafter, the Borrower will
         maintain a ratio of current assets to current liabilities of not less
         than 1.15 to 1.00.

         MINIMUM INTEREST COVERAGE. Borrower shall maintain at all times an
         interest coverage of at least 1.40 to 1.00, where interest coverage is
         the result of the following formula:
<PAGE>   16
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 16
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------


                                      EBIT        
                                ----------------
                                Interest Expense

         On the 25th day of February, 1998, and thereafter Borrower shall
         maintain an interest coverage of at least 1.50 to 1.00 where interest
         coverage is the result of the following formula:

                                      EBIT        
                                ----------------
                                Interest Expense

         On the 25th day of February, 1999, and thereafter Borrower shall
         maintain an interest coverage of at least 1.60 to 1.00 where interest
         coverage is the result of the following formula:

                                      EBIT        
                                ----------------
                                Interest Expense

         On the 25th day of February, 2000, and thereafter Borrower shall
         maintain an interest coverage of at least 1.70 to 1.00 where interest
         coverage is the result of the following formula:

                                      EBIT        
                                ----------------
                                Interest Expense

         On the 25th day of February, 2001, and thereafter Borrower shall
         maintain an interest coverage of at least 1.80 to 1.00 where interest
         coverage is the result of the following formula:

                                      EBIT        
                                ----------------
                                Interest Expense

         On the 25th day of February, 2002, and thereafter Borrower shall
         maintain an interest coverage of at least 1.90 to 1.00 where interest
         coverage is the result of the following formula:

                                      EBIT        
                                ----------------
                                Interest Expense

         MAXIMUM LEVERAGE POSITION. Borrower shall maintain a leverage position
         of no more than 2.00 to 1.00, beginning the date of closing, where
         Leverage Position is the result of the following formula:

                                     Debt             
                               ------------------
                               Adjusted Net Worth

         On or before the 25th day of February, 1998, and thereafter, Borrower
         shall maintain a leverage position of no more than 2.00 to 1.00, where
         leverage position is the result of the following formula:

                                     Debt             
                               ------------------
                               Adjusted Net Worth

         On or before the 25th day of February, 1999, and thereafter, Borrower
         shall maintain a leverage position of no more than 2.00 to 1.00, where
         leverage position is the result of the following formula:

                                     Debt             
                               ------------------
                               Adjusted Net Worth

         On or before the 25th day of February, 2000, and thereafter, Borrower
         shall maintain a leverage position of no more than 2.00 to 1.00, where
         leverage position is the result of the following formula:

                                     Debt             
                               ------------------
                               Adjusted Net Worth
<PAGE>   17
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 17
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------


         On or before the 25th day of February, 2001, and thereafter, Borrower
         shall maintain a leverage position of no more than 2.00 to 1.00, where
         leverage position is the result of the following formula:

                                     Debt             
                               ------------------
                               Adjusted Net Worth

         On or before the 25th day of February, 2002, and thereafter, Borrower
         shall maintain a leverage position of no more than 2.00 to 1.00, where
         leverage position is the result of the following formula:

                                     Debt             
                               ------------------
                               Adjusted Net Worth

         TESTING FREQUENCY. Borrower shall be tested quarterly (based on the
         fiscal year of Borrower) for compliance with Minimum Current Ratio,
         Minimum Interest Coverage and Maximum Leverage Position requirements
         after receipt of Borrower's monthly and annual financial statements.

CESSATION OF ADVANCES. If Lender has made any commitment to make any Loan to
Borrower whether under this Agreement or under any other agreement, Lender shall
have no obligation to make Loan Advances or to disburse Loan proceeds if: (a)
Borrower, any Subsidiary, or any other Guarantor is in default under the terms
of this Agreement or any of the Related Documents or any other agreement that
Borrower, any Subsidiary has with Lender; (b) Borrower or any Subsidiary becomes
insolvent, files a petition in bankruptcy or similar proceedings, or is adjudged
a bankruptcy, (c) there occurs a material adverse change in the financial
condition of Borrower or any Subsidiary, or in the financial condition of any
other Guarantor, or in the value of any Collateral securing any Loan; (d) any
Subsidiary seeks, claims, or otherwise attempts to limit, modify or revoke any
Security Interest granted to Lender; (e) any Guarantor claims or otherwise
attempts to limit, modify, or revoke such Guarantor's guaranty of the Loan with
Lender; or (f) Lender in good faith deems itself insecure even though no Event
of Default shall have occurred.

DEPOSIT ACCOUNTS. As collateral security for repayment of Borrower's Note and
all renewals and extensions, as well as to secure any and all other loans,
notes, indebtedness and obligations that Borrower may now and in the future owe
to Lender or incur in Lender's favor, whether direct or indirect, absolute or
contingent, due or to become due, of any nature and kind whatsoever (with the
exception of any indebtedness under a consumer credit card account), Borrower is
granting Lender a continuing security interest in any and all funds that
Borrower may now and in the future have on deposit with Lender or in
certificates of deposit or other deposit accounts as to which Borrower is an
account holder (with the exception of IRA, pension, and other tax-deferred
deposits). Borrower further agrees that Lender may apply any funds that Borrower
may have on deposit with Lender or in certificates of deposit or other deposit
accounts as to which Borrower is an account holder against the unpaid balance of
Borrower's Note and any and all other present and future indebtedness and
obligations that Borrower (or any of them) may then owe to Lender, in principal,
interest, fees, costs, expenses, and attorneys' fees; provided, however that the
Event of Default prerequisite for application authority shall not apply to any
Dominion Account.

EVENTS OF DEFAULT. The following actions or inactions or both shall constitute
Events of Default under this Agreement:

         DEFAULT UNDER THE INDEBTEDNESS. Should Borrower default in the payment
         of principal or interest under the Indebtedness.

         DEFAULT UNDER THIS AGREEMENT. Should Borrower or any Subsidiary
         violate, or fail to comply fully with any of the terms and conditions
         of, or default under this Agreement, including, without limitation,
         failure to deposit into a Dominion Account, if applicable, any
         collection made of any amounts due under any account within one
         Business Day of receipt.

         DEFAULT UNDER OTHER AGREEMENTS. Should any event of default occur or
         exist under any Related Document which directly or indirectly secures
         repayment of the Loan and the Indebtedness.

         OTHER DEFAULTS IN FAVOR OF LENDER. Should Borrower or any Guarantor
         default under any other loan, extension of credit, security agreement,
         or obligation in favor of Lender.

         DEFAULT IN FAVOR OF THIRD PARTIES. Should Borrower or any Guarantor
         default under any loan, extension of credit, security agreement,
         purchase or sales agreement, Lease Agreement, or any other agreement,
         in favor of any other creditor or person 
<PAGE>   18
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 18
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------


         that may materially affect any of the property of Borrower or any
         Subsidiary, or the ability of Borrower or any Guarantor to perform
         their respective obligations under this Agreement, or any Related
         Document, or pertaining to the Indebtedness.

         OTHER OPERATIONS. Should any Borrower or any Subsidiary create or
         acquire an interest in any entity or establish any new operations or
         locations without the written consent of Lender.

         DEATH OR INTERDICTION. Should RANDALL B. RANKIN die or be interdicted
         and such death or interdiction result in a material adverse change and
         all indebtedness is not fully paid within one hundred eighty (180) days
         after Lender notifies Borrower that Lender intends to exercise its
         option to accelerate payment of all indebtedness due to the death or
         interdiction of RANDALL B. RANKIN. Any default event or Event of
         Default provided in any of the Related Documents based on the death or
         interdiction of any person, shall act as a default event or an Event of
         Default only in the event of the death or interdiction of a person
         named in this provision of this Agreement.

         INSOLVENCY. Should the suspension, failure, or insolvency, however
         evidenced, of Borrower, any Subsidiary, A.P.S., Inc., and/or AFCO, Inc.

         READJUSTMENT OF INDEBTEDNESS. Should proceedings for readjustment of
         indebtedness, reorganization, composition or extension under any
         insolvency law be brought by or against Borrower, any Subsidiary,
         A.P.S., Inc., and/or AFCO, Inc.

         ASSIGNMENT FOR BENEFIT OF CREDITORS. Should Borrower, A.P.S., Inc.,
         and/or AFCO, Inc., file proceedings for a respite or make a general
         assignment for the benefit of creditors.

         RECEIVERSHIP. Should a receiver of all or any part of Borrower's
         property be applied for or appointed.

         DISSOLUTION PROCEEDINGS. Should proceedings for the dissolution or
         appointment of a liquidator of Borrower, A.P.S., Inc., and/or AFCO,
         Inc.

         FALSE STATEMENTS. Should any representation or warranty of Borrower or
         any Guarantor made in connection with the Loan prove to be incorrect or
         misleading in any material respect.

EFFECT OF AN EVENT OF DEFAULT. If any Event of Default shall occur, all
commitments and obligations of Lender under this Agreement or the Related
Documents or any other agreement immediately will terminate (including any
obligation to make further Loan Advances or disbursements), and, at Lender's
option, all Loans immediately will become due and payable, all without notice of
any kind to Borrower, except that in the case of an Event of Default of the type
described in the "Insolvency" subsection above, such acceleration shall be
automatic and not optional. In addition, Lender shall have all the rights and
remedies provided in the Related Documents or available at law, in equity, or
otherwise. Notwithstanding any provision to the contrary herein, should an Event
of Default occur by A.P.S., Inc., or AFCO, Inc., of the type described in the
"Insolvency", "Readjustment of Indebtedness", "Assignment for Benefit of
Creditor's", or "Dissolution Proceedings" subsections above, then, in such an
event, at the option of Lender, the percentage of "Eligible Inventory" used in
the calculation of the "Borrower Base" shall be reduced from 70% of Borrower's
cost to 50% of Borrower's cost.

If any Event of Default shall occur, Lender shall have the right at its sole
option, to accelerate payment of Borrower's Note in full, in principal,
interest, costs, expenses, attorneys' fees, and other fees and charges, as well
as to accelerate the maturity of any and all other loans and/or obligations that
Borrower may then owe to Lender, whether direct or indirect, or by way of
assignment or purchase of a participation interest, and whether absolute or
contingent, liquidated or unliquidated, voluntary or involuntary, determined or
undetermined, due or to become due, and whether now existing or hereafter
arising, and whether Borrower is obligated alone or with others on a "solidary"
or "joint and several" basis, as a principal obligor or as a surety, of every
nature and kind whatsoever, whether any such indebtedness may be barred under
any statute of limitations.

If any Event of Default shall occur, Lender shall have the additional right,
again at its sole option, to file an appropriate collection action against
Borrower and/or against any Guarantor, and/or to proceed or exercise any rights
against any Collateral then securing repayment of Borrower's Loan and Note.
Borrower further agrees that Lender's remedies shall be cumulative in nature and
nothing under this Agreement or otherwise, shall be construed as to limit or
restrict the options and remedies available to Lender following any event of
default under this Agreement or otherwise.
<PAGE>   19
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 19
LOAN NO. 7373872;0001                 (CONTINUED)
--------------------------------------------------------------------------------




If any Event of Default shall occur, Lender shall have the additional right,
again at its sole option, to notify Debtors to make payments directly to Lender.
Lender may remove from the business premises of Borrower and the Subsidiaries,
all documents, files, ledgers, computer tapes and disks, and all other records
relating to the Collateral to facilitate in making direct collections. Borrower
shall be responsible for and pay all costs and expenses incurred by Lender in
making direct collections, including Lender's internal costs and attorneys'
fees. As soon as practical after receipt of payments directly from Debtors,
Lender shall deposit the collections into a Dominion Account if applicable.

Except as may be prohibited by applicable law, all of Lender's rights and
remedies shall be cumulative and may be exercised singularly or concurrently.
Election by Lender to pursue any remedy shall not exclude pursuit of any other
remedy, and an election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect Lender's right to
declare a default and to exercise its rights and remedies.

INSOLVENCY, READJUSTMENT OF INDEBTEDNESS, ASSIGNMENT FOR BENEFIT OF CREDITORS,
DISSOLUTION PROCEEDINGS OF A.P.S., INC., AND/OR AFCO, INC. Should the
suspension, failure or insolvency, however evidenced, of A.P.S., Inc., and/or
AFCO, Inc. occur or exist; or should proceedings for readjustment of
indebtedness, reorganization, composition or extension under any insolvency law,
be brought by or against A.P.S., Inc. and/or AFCO, Inc.; or should A.P.S., Inc.
and/or AFCO, Inc., file proceedings for a respite or make a general assignment
for the benefit of creditors; or should proceedings for the dissolution or
appointment of a liquidator of A.P.S., Inc. and/or AFCO, Inc., then, in such an
event, at the option of the Lender, the percentage of "Eligible Inventory" used
in the calculation of the "Borrower Base" shall be reduced from 70% of
Borrower's cost to 50% of Borrower's cost.

ADDITIONAL DOCUMENTS. Borrower shall provide Lender with the following
additional documents:

         CORPORATE RESOLUTION. Borrower has provided or will provide Lender with
         a certified copy of resolutions properly adopted by Borrower's Board of
         Directors, and certified by Borrower's corporate secretary or assistant
         secretary, under which Borrower's Board of Directors authorized one or
         more designated officers or employees to execute this Agreement on
         behalf of Borrower and to execute the above referenced Note and any and
         all Security Agreements directly or indirectly securing repayment of
         the same, and to consummate the borrowings and other transactions as
         contemplated hereunder, and to consent to the remedies following
         Borrower's default as provided herein and under the above referenced
         Security Agreements.

         CERTIFICATION. Where required by Lender, Borrower has provided or will
         provide Lender with a certificate executed by Borrower's principal or
         executive officer, certifying that the representations and warranties
         set forth in this Agreement are true and correct, and further
         certifying that no Event of Default presently exists under this
         Agreement, or under Borrower's Note, or under any Security Agreement
         directly or indirectly securing repayment of the same, as of the date
         hereof.

         OPINION OF COUNSEL. Where required by Lender, Borrower has provided or
         will provide Lender with an opinion of Borrower's counsel certifying to
         and that: (a) Borrower is validly existing and in good standing; (b)
         Borrower has authority to enter into this Agreement and to consummate
         the transactions contemplated hereunder; and, (c) such other matters as
         may have been requested by Lender or by Lender's counsel.

MISCELLANEOUS PROVISIONS. The following miscellaneous provisions are a part of
this Agreement:

         AMENDMENTS. This Agreement, together with any Related Documents,
         constitutes the entire understanding and agreement of the parties as to
         the matters set forth in this Agreement. No alteration of or amendment
         to this Agreement shall be effective unless given in writing and signed
         by the party or parties sought to be charged or bound by the alteration
         or amendment.

         APPLICABLE LAW. This Agreement has been delivered to Lender and
         accepted by Lender in the State of Louisiana. Lender and Borrower
         hereby waive the right to any jury trial in any action, proceeding, or
         counterclaim brought by either Lender or Borrower against the other.
         This Agreement shall be governed by and construed in accordance with
         the laws of the State of Louisiana.

         CAPTION HEADINGS. Caption headings in this Agreement are for
         convenience purposes only and are not to be used to interpret or define
         the provisions of this Agreement.

         CONSENT TO LOAN PARTICIPATION. Borrower agrees and consents to Lender's
         sale or transfer, whether now or later, of one or more participation
         interests in the Loans to one or more purchasers, who must be insured
         by the Federal Deposit Insurance 

<PAGE>   20
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 20
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         Corporation, whether related or unrelated to Lender. Lender may
         provide, without any limitation whatsoever, to any one or more
         purchasers, or potential purchasers, any information or knowledge
         Lender may have about Borrower or about any other matter relating to
         the Loan, and Borrower hereby waives any rights to privacy it may have
         with respect to such matters. Borrower additionally waives any and all
         notices of sale of participation interests, as well as all notices of
         any repurchase of such participation interests. Borrower also agrees
         that the purchasers of any such participation interests will be
         considered as the absolute owners of such interests in the Loans and
         will have all the rights granted under the participation agreement or
         agreements governing the sale of such participation interests.

         CONTROLLING TERMS. The Related Documents shall contain such terms and
         provisions as the parties thereto shall agree (including provisions for
         repayment, interest and security) and the terms and conditions of each
         of the Related Documents shall be cumulative and in addition to the
         terms and provision of this Agreement, which shall apply to all Related
         Documents. This Agreement and all of the Related Documents shall be
         construed in such a manner as to give full force and effect to all
         provisions of this Agreement and the Related Documents; however, in the
         event of any irreconcilable conflict between the terms and provisions
         contained in this Agreement and in any of the Related Documents, the
         terms and provisions of this Agreement shall control.

         COSTS AND EXPENSES. Borrower agrees to pay upon demand one-half (1/2)
         of Lender's out-of-pocket expenses, including attorneys' fees, incurred
         in connection with this Agreement or in connection with the Loans made
         pursuant to this Agreement. If an Event of Default occurs, Lender may
         pay someone else to help collect the Loans and to enforce this
         Agreement, and Borrower will pay that amount. This includes, subject to
         any limits under applicable law, Lender's attorneys' fees and legal
         expenses, whether or not there is a lawsuit, including attorneys' fees
         for bankruptcy proceedings (including efforts to modify or vacate any
         automatic stay or injunction), appeals, and any anticipated post-
         judgment collection services. Borrower also will pay any court costs,
         in addition to all other sums provided by law.

         NOTICES. To give Borrower any notice required under this Agreement,
         Lender shall mail the notice to Borrower by registered or certified
         mail at the address specified in this Agreement, or at any other
         address that Borrower may have given to Lender by written notice as
         provided in this paragraph. In the event that there is more than one
         Borrower under this Agreement, notice to a single Borrower shall be
         considered as notice to all Borrowers. To give Lender any notice under
         this Agreement, Borrower (or any Borrower) shall mail the notice to
         Lender by registered or certified mail at the address specified in this
         Agreement, or at any other address that Lender may have given to
         Borrower (or any Borrower) by written notice as provided in this
         paragraph. All notices required or permitted under this Agreement must
         be in writing and will be considered as given on the day it is
         delivered by hand or deposited in the U. S. Mail, by registered or
         certified mail to the address specified in this Agreement.

         POWER OF ATTORNEY. Each Power of Attorney granted in a Security
         Agreement by Borrower, any Subsidiary, or any other Grantor shall
         become effective only after an Event of Default occurs.

         SEVERABILITY. If a court of competent jurisdiction finds any provision
         of this Agreement to be invalid or unenforceable as to any person or
         circumstance, such finding shall not render that provision invalid or
         unenforceable as to any other persons or circumstances. If feasible,
         any such offending provision shall be deemed to be modified to be
         within the limits of enforceability or validity; however, if the
         offending provision cannot be so modified, it shall be stricken and all
         other provisions of this Agreement in all other respects shall remain
         valid and enforceable.

         SOLE DISCRETION OF LENDER. Whenever Lender's consent or approval is
         required under this Agreement, the decision as to whether or not to
         consent or approve shall be in the sole and exclusive discretion of
         Lender and Lender's decision shall be final and conclusive. Provided,
         however, that Lender will act reasonably and in good faith in
         exercising its discretion.

         SUBSIDIARIES AND AFFILIATES OF BORROWER. To the extent the context of
         any provisions of this Agreement makes it appropriate, including
         without limitation any representation, warranty or covenant, the word
         "Borrower" as used herein shall include all subsidiaries and affiliates
         of Borrower. Notwithstanding the foregoing however, under no
         circumstances shall this Agreement be construed to require Lender to
         make any Loan or other financial accommodation to any subsidiary or
         affiliate of Borrower.
<PAGE>   21
OCTOBER 7, 1997           AMENDED AND RESTATED LOAN AGREEMENT           PAGE 21
LOAN NO. 7373872;0001                 (CONTINUED)
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         SUCCESSORS AND ASSIGNS. All covenants and agreements contained by or on
         behalf of Borrower shall bind its successors and assigns and shall
         inure to the benefit of Lender, its successors and assigns. Borrower
         shall not, however, have the right to assign its rights under this
         Agreement or any interest therein, without the prior written consent of
         Lender.

         SURVIVAL. All warranties, representations, and covenants made by
         Borrower in this Agreement or in any certificate or other instrument
         delivered by Borrower to Lender under this Agreement shall be
         considered to have been relied upon by Lender and will survive the
         making of the Loan and delivery to Lender of the Related Documents,
         regardless of any investigation made by Lender or on Lender's behalf.

         WAIVER. Lender shall not be deemed to have waived any rights under this
         Agreement unless such waiver is given in writing and signed by Lender.
         No delay or omission on the part of Lender in exercising any right
         shall operate as a waiver of such right or any other right. A waiver by
         Lender of a provision of this Agreement shall not prejudice or
         constitute a waiver of Lender's right otherwise to demand strict
         compliance with that provision or any other provision of this
         Agreement. No prior waiver by Lender, nor any course of dealing between
         Lender and Borrower, or between Lender and any Grantor, shall
         constitute a waiver of any of Lender's rights or of any obligations of
         Borrower or of any Grantor as to any future transactions. Whenever the
         consent of Lender is required under this Agreement, the granting of
         such consent by Lender in any instance shall not constitute continuing
         consent in subsequent instances where such consent is required and in
         all cases such consent may be granted or withheld in the sole
         discretion of Lender.

         WAIVER OF JURY TRIAL; SUBMISSION TO JURISDICTION. (a) The Borrower and
         the Lender hereby waive trial by jury in any action or proceeding to
         which the Borrower and the Lender may be parties, arising out of or in
         any way pertaining to (i) the Note, (ii) this Agreement, (iii) the
         Related Documents, or (iv) the Collateral. It is agreed and understood
         that this waiver constitutes a waiver of trial by jury of all claims
         against all parties to such actions or proceedings, including claims
         against parties who are not willingly and voluntarily made by the
         Borrower and the Lender, and the Borrower and the Lender hereby
         represent that no representations of fact or opinion have been made by
         any individual to induce this waiver of trial by jury or to in any way
         modify or nullify its effect. The Borrower and the Lender further
         represent that it has been represented in the signing of this Agreement
         and in the making of this waiver by independent legal counsel, selected
         of its own free will, and that it has had the opportunity to discuss
         this waiver with counsel.

         (b) The Borrower hereby irrevocably consents to the jurisdiction of the
         state courts of Louisiana and the Federal Courts in Louisiana, and
         agrees that any action or proceeding arising out of or brought to
         enforce the provisions of the note, this Agreement and/or the
         Collateral Documents may be brought in any court having subject matter
         jurisdiction.

         (c) The Borrower and Lender hereby irrevocably consent to venue in
         Rapides Parish, Louisiana.

BORROWER ACKNOWLEDGES HAVING READ ALL OF THE PROVISIONS OF THIS AMENDED AND
RESTATED LOAN AGREEMENT, AND BORROWER AGREES TO ITS TERMS. THIS AGREEMENT IS
DATED AS OF THE 7TH DAY OF OCTOBER, 1997.

BORROWER:                                      LENDER:

RANKIN AUTOMOTIVE GROUP, INC.                  HIBERNIA NATIONAL BANK
F/K/A RANKIN AUTOMOTIVE WAREHOUSE, INC.
                                                                              
BY:                                            BY:
   -------------------------------                ----------------------------
   RANDALL B. RANKIN, PRESIDENT                   KERMIT W. PHARRIS, JR.      
                                                  VICE PRESIDENT