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Exhibit 10.4

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LOAN AGREEMENT

Dated as of July 12, 2002

among

ATLANTIC FINANCIAL GROUP, LTD.
as Lessor and Borrower,

the financial institutions party hereto,

as Lenders

and

SUNTRUST BANK,
as Agent



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TABLE OF CONTENTS

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|SECTION 1. |  | DEFINITIONS; INTERPRETATION                                                                                |  |                                                                                                                                                        | 1  |     
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|SECTION 2. |  | AMOUNT AND TERMS OF COMMITMENTS; REPAYMENT AND PREPAYMENT
OF LOANS                                         |  |                                                                                                                                                        | 1  |     
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|           |  |                                                                                                            |  | SECTION 2.1 Commitment                                                                                                                                 |    |      | 1  | 
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|           |  |                                                                                                            |  | SECTION 2.2 Notes                                                                                                                                      |    |      | 2  | 
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|           |  |                                                                                                            |  | SECTION 2.3 Scheduled Principal Repayment                                                                                                              |    |      | 2  | 
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|           |  |                                                                                                            |  | SECTION 2.4 Interest                                                                                                                                   |    |      | 2  | 
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|           |  |                                                                                                            |  | SECTION 2.5 Allocation of Loans to Leased Properties                                                                                                   |    |      | 3  | 
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|           |  |                                                                                                            |  | SECTION 2.6 Prepayment                                                                                                                                 |    |      | 3  | 
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|SECTION 3. |  | RECEIPT, DISTRIBUTION AND APPLICATION OF CERTAIN PAYMENTS IN
RESPECT OF LEASE AND LEASED PROPERTY; RELEASE |  |                                                                                                                                                        | 3  |     
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|           |  |                                                                                                            |  | SECTION 3.1 Distribution and Application of Rent Payments                                                                                              |    |      | 3  | 
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|           |  |                                                                                                            |  | SECTION 3.2 Distribution and Application of Purchase Payment                                                                                           |    |      | 3  | 
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|           |  |                                                                                                            |  | SECTION 3.3 Distribution and Application to Funding Party
Balances of Lessee Payment of Recourse Deficiency
Amount Upon Exercise of Remarketing Option |    |      | 4  | 
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|           |  |                                                                                                            |  | SECTION 3.4 Distribution and Application to Funding Party
Balances of Remarketing Proceeds of Leased
Property                                          |    |      | 4  | 
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|           |  |                                                                                                            |  | SECTION 3.5 Distribution and Application of Payments Received
When an Event of Default Exists                                                          |    |      | 5  | 
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|           |  |                                                                                                            |  | SECTION 3.6 Distribution of Other Payments                                                                                                             |    |      | 6  | 
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|           |  |                                                                                                            |  | SECTION 3.7 Timing of Agent Distributions                                                                                                              |    |      | 7  | 
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|           |  |                                                                                                            |  | SECTION 3.8 Release of Leased Properties                                                                                                               |    |      | 7  | 
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|SECTION 4. |  | THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE                                                               |  |                                                                                                                                                        | 7  |     
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|           |  |                                                                                                            |  | SECTION 4.1 Covenant of Lessor                                                                                                                         |    |      | 7  | 
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|           |  |                                                                                                            |  | SECTION 4.2 Lessor Obligations Nonrecourse; Payment from
Certain Lease Obligations and Certain Proceeds
of Leased Property Only                        |    |      | 8  | 
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|           |  |                                                                                                            |  | SECTION 4.3 Exercise of Remedies Under the Lease                                                                                                       |    |      | 9  | 
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|SECTION 5. |  | LOAN EVENTS OF DEFAULT; REMEDIES                                                                           |  |                                                                                                                                                        | 10 |     
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|           |  |                                                                                                            |  | SECTION 5.1 Loan Events of Default                                                                                                                     |    |      | 10 | 
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|           |  |                                                                                                            |  | SECTION 5.2 Remedies                                                                                                                                   |    |      | 11 | 





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|SECTION 6.  |  | THE AGENT      |  |                                                     | 12 |     
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|            |  |                |  | SECTION 6.1 Appointment                             |    |      | 12 | 
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|            |  |                |  | SECTION 6.2 Delegation of Duties                    |    |      | 12 | 
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|            |  |                |  | SECTION 6.3 Exculpatory Provisions                  |    |      | 12 | 
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|            |  |                |  | SECTION 6.4 Reliance by Agent                       |    |      | 12 | 
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|            |  |                |  | SECTION 6.5 Notice of Default                       |    |      | 13 | 
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|            |  |                |  | SECTION 6.6 Non-Reliance on Agent and Other Lenders |    |      | 13 | 
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|            |  |                |  | SECTION 6.7 Indemnification                         |    |      | 14 | 
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|            |  |                |  | SECTION 6.8 Agent in Its Individual Capacity        |    |      | 14 | 
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|            |  |                |  | SECTION 6.9 Successor Agent                         |    |      | 14 | 
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|SECTION 7.  |  | MISCELLANEOUS  |  |                                                     | 15 |     
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|            |  |                |  | SECTION 7.1 Amendments and Waivers                  |    |      | 15 | 
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|            |  |                |  | SECTION 7.2 Notices                                 |    |      | 15 | 
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|            |  |                |  | SECTION 7.3 No Waiver; Cumulative Remedies          |    |      | 15 | 
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|            |  |                |  | SECTION 7.4 Successors and Assigns                  |    |      | 15 | 
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|            |  |                |  | SECTION 7.5 Counterparts                            |    |      | 15 | 
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|            |  |                |  | SECTION 7.6 GOVERNING LAW                           |    |      | 15 | 
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|            |  |                |  | SECTION 7.7 Survival and Termination of Agreement   |    |      | 16 | 
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|            |  |                |  | SECTION 7.8 Entire Agreement                        |    |      | 16 | 
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|            |  |                |  | SECTION 7.9 Severability                            |    |      | 16 | 
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|EXHIBITS    |  |                |  |                                                    
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|EXHIBIT A-1 |  | Form of A Note |  |                                                     |    |     
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|EXHIBIT A-2 |  | Form of B Note |  |                                                     |    |     





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THIS LOAN AGREEMENT (as it may be amended or modified from time to time in
accordance with the provisions hereof, this Loan Agreement) dated as of July
12, 2002 is among ATLANTIC FINANCIAL GROUP, LTD., a Texas limited partnership,
as Lessor and borrower (the Lessor); SUNTRUST BANK and the other financial
institutions which are, or may from time to time become, parties hereto as
lenders (the Lenders) and SUNTRUST BANK, Georgia banking corporation, as
agent for the Lenders (in such capacity, the Agent).

PRELIMINARY STATEMENT

In accordance with the terms and provisions of the Master Agreement, the
Lease, this Loan Agreement and the other Operative Documents, (i) the Lessor
contemplates acquiring the Leased Properties and leasing the Leased Properties
to the Lessees, (ii) Concord, as Construction Agent for the Lessor, wishes, in
certain instances, to construct Buildings on the Land for the Lessor and, when
completed, to lease the Buildings, or to cause the Buildings to be leased, from
the Lessor as part of the Leased Properties under the Lease, (iii) Concord
wishes to obtain, and the Lessor is willing to provide, funding for the
acquisition of the Land and any Buildings thereon or, in certain instances, the
construction of the Buildings, and (iv) the Lessor wishes to obtain, and the
Lenders are willing to provide, financing of a portion of the funding for the
acquisition of the Land and any Buildings thereon and, if applicable, the
construction of the Buildings.

In consideration of the foregoing and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

SECTION 1. DEFINITIONS; INTERPRETATION

Unless the context shall otherwise require, capitalized terms used and not
defined herein shall have the meanings assigned thereto in Appendix A to the
Master Agreement, dated as of July 12, 2002 (as it may be amended or modified
from time to time, the Master Agreement), among Concord EFS, Inc., as
Guarantor, Concord EFS, Inc. and certain Subsidiaries of Concord EFS, Inc. that
may hereafter become party thereto, as Lessees, Electric Payment Services,
Inc., [Bank] and certain other Significant Subsidiaries that may hereafter
become party thereto, as Subsidiary Guarantors, the Lessor, the Lenders and the
Agent for all purposes hereof; and the rules of interpretation set forth in
Appendix A hereto shall apply to this Loan Agreement.

SECTION 2. AMOUNT AND TERMS OF COMMITMENTS; REPAYMENT AND PREPAYMENT OF
LOANS

SECTION 2.1 Commitment. (a) Subject to the terms and conditions hereof
and of the Master Agreement, each Lender agrees to make term loans to the
Lessor (Loans) from time to time during the period from and including the
Initial Closing Date through the Funding Termination Date, on each Closing Date
and on each subsequent Funding Date, in the amounts required under Section 2.2
of the Master Agreement. Each such Loan shall consist of an A Loan





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in the amount of such Lenders pro rata share of the A Percentage of the
aggregate amount to be funded by the Funding Parties on such date and a B Loan
in the amount of such Lenders pro rata share of the B Percentage of the
aggregate amount to be funded by the Funding Parties on such date.

SECTION 2.2 Notes. The A Loans made by each Lender to the Lessor shall be
evidenced by a note of the Lessor (an A Note), substantially in the form of
Exhibit A-1 with appropriate insertions, and the B Loans made by each Lender to
the Lessor shall be evidenced by a note of the Lessor (a B Note)
substantially in the form of Exhibit A-2 with appropriate insertions, each duly
executed by the Lessor and payable to the order of the Agent, on behalf of the
Lenders, and in a principal amount equal to the A Percentage of the aggregate
Commitments and the B Percentage of the aggregate Commitments, respectively
(or, if less, the aggregate unpaid principal amount of all A Loans or B Loans,
as the case may be, made by the Lenders to the Lessor). The Notes shall be
dated the Initial Closing Date and delivered to the Agent in accordance with
Section 3.2 of the Master Agreement. The Agent is hereby authorized to record
the date and amount of each Loan made by each Lender to the Lessor on the Notes
or in its records, and each Lender is hereby authorized to record the date and
amount of each Loan made by such Lender to the Lessor in its records, but the
failure by the Agent or any Lender to so record such Loan shall not affect or
impair any obligations with respect thereto. Each Note shall (i) be stated to
mature no later than the final Lease Termination Date and (ii) bear interest
from the date a Loan is made on the unpaid principal amount thereof from time
to time outstanding at the applicable interest rate per annum determined as
provided in, and payable as specified in, Section 2.4. Upon the occurrence of
an Event of Default under clause (f) of Article XII of the Lease, or upon
Acceleration as described in Section 4.3(b) hereof, each Note shall
automatically become due and payable in full.

SECTION 2.3 Scheduled Principal Repayment. On the Lease Termination Date,
the Lessor shall pay the aggregate unpaid principal amount of all Loans as of
such date.

SECTION 2.4 Interest. (a) Each Loan related to a LIBOR Advance shall
bear interest during each Rent Period at a rate equal to the sum of (i) the
Adjusted LIBO Rate for such Rent Period, computed using the actual number of
days elapsed and a 360 day year, plus (ii) the Applicable Margin per annum;
each Loan related to a Base Rate Advance shall bear interest at a rate equal to
the sum of (i) the Base Rate in effect from time to time, computed using the
actual number of days elapsed and a 360 day year, plus (ii) the Applicable
Margin per annum.

(b) If all or a portion of the principal amount of or interest on the
Loans shall not be paid when due (whether at the stated maturity, by
acceleration or otherwise), such overdue amount shall, without limiting the
rights of the Lenders under Section 5, bear interest at the Overdue Rate, in
each case from the date of nonpayment until paid in full (as well after as
before judgment).

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(c)  Interest accruing on each Loan with respect to any Leased Property
during the Construction Term of such Leased Property shall be added to the
principal amount of such Loan from time to time. Following the date each Loan
is made (or in the case of Loans with respect to a Construction Land Interest,
the Construction Term Expiration Date), interest on such Loan shall be payable
in arrears on each Payment Date with respect thereto.

(d)  Any change in the interest rate on the Loans resulting from a change
in the Base Rate shall become effective as of the opening of business on the
day on which such Base Rate changes as provided in the definition thereof.

SECTION 2.5 Allocation of Loans to Leased Properties. Pursuant to each
Funding Request, each Loan shall be allocated to the Leased Property, the cost
of acquisition or construction of which the proceeds of such Loan are used to
pay. For purposes of the Operative Documents, the related Loans with respect
to any Leased Property or Loans related to any Leased Property shall mean
those Loans allocated to such Leased Property as set forth in the foregoing
sentence.

SECTION 2.6 Prepayment. Except in conjunction with a payment by a Lessee
or the Construction Agent of the Lease Balance, a Construction Failure Payment
or a Leased Property Balance pursuant to the terms of the Lease or the
Construction Agency Agreement, the Lessor shall have no right to prepay the
Loans.

SECTION 3. RECEIPT, DISTRIBUTION AND APPLICATION OF CERTAIN PAYMENTS IN
RESPECT OF LEASE AND LEASED PROPERTY; RELEASE; SECURITY INTEREST

SECTION 3.1 Distribution and Application of Rent Payments.

(a)  Basic Rent. Each payment of Basic Rent(and any payment of interest on
overdue installments of Basic Rent) received by the Agent shall be distributed
pro rata to the Funding Parties to be applied to the amounts of accrued and
unpaid interest (including overdue interest) on the Loans and accrued and
unpaid Yield (including overdue Yield).

(b)  Supplemental Rent. Each payment of Supplemental Rent received by the
Agent shall be paid to or upon the order of the Person owed the same in
accordance with the Operative Documents.

SECTION 3.2 Distribution and Application of Purchase Payment. With
respect to any Leased Property, the payment by a Lessee of:

(a)  the purchase price for a consummated sale of such Leased Property
received by the Agent in connection with such Lessees exercise of a Purchase
Option under Section 14.1 of

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the Lease or such Lessees or the Construction Agents exercise of its
option to purchase such Leased Property under Section 5.3 of the Construction
Agency Agreement, or

(b)  such Lessees compliance with its obligation to purchase the Leased
Property in accordance with Section 14.2 or 14.3 of the Lease, or

(c)  the payment by such Lessee to Agent of the Leased Property Balance
therefor in accordance with Section 10.1 or Section 10.2 of the Lease,

shall be distributed by Agent as promptly as possible, to the Funding Parties
pro rata in accordance with, and for application to, their respective Funding
Party Balances in respect of such Leased Property or Leased Properties
(including, in the case of the Lenders, both that portion of the A Loans and
that portion of the B Loans allocated to such Leased Property or Leased
Properties).

SECTION 3.3 Distribution and Application to Funding Party Balances of
Lessee Payment of Recourse Deficiency Amount Upon Exercise of Remarketing
Option. With respect to any Leased Property, the payment by a Lessee of the
Recourse Deficiency Amount with respect to such Leased Property to the Agent on
the Lease Termination Date in accordance with Section 14.6 or Section 14.7 of
the Lease following the Lessees exercise of the Remarketing Option, shall be
applied by the Agent to the outstanding principal of the A Loans in respect of
such Leased Property. With respect to any Leased Property, the payment by a
Lessee or the Construction Agent of the Construction Failure Payment with
respect thereto pursuant to the Construction Agency Agreement shall be applied
by the Agent, first to the accrued and unpaid interest on, and the outstanding
principal of, the A Loans in respect of such Leased Property, second to the
accrued and unpaid interest on, and outstanding principal of, the B Loans
related to such Leased Property and third to the accrued and unpaid Yield on,
and outstanding Lessors Invested Amount related to such Leased Property.

SECTION 3.4 Distribution and Application to Funding Party Balances of
Remarketing Proceeds of Leased Property. Any payments received by the Lessor
as proceeds from the sale of any Leased Property sold pursuant to the Lessees
exercise of the Remarketing Option pursuant to Section 14.6 or 14.7 of the
Lease, or after the payment of the related Construction Failure Payment
pursuant to the Construction Agency Agreement, shall be distributed (or
applied, in the case of clause third below) by the Lessor as promptly as
possible (it being understood that any such payment received by the Lessor on a
timely basis and in accordance with the provisions of the Lease shall be
distributed on the date received in the funds so received) in the following
order of priority:



| |                                                                                                                                                                                                                                                                                                                                                           
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| | first, to the extent not previously deducted from such proceeds, to
the Agent and the Funding Parties as reimbursement for any and all
remarketing, sale, closing or other transfer costs, prorations or
commissions (including broker fees, appraisal costs, legal fees and
expenses and transfer taxes), or paid or incurred by the Agent or any
Funding

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| |                                                                                                                                                                                                                                                                                                              
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Party in connection with such Leased Property and not reimbursed by
the Lessees, pro rata according to the amount of such costs and fees;                                                                                                                                                                    
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| | second, in an amount up to the Permitted Lease Balance, to the
Lenders pro rata for application to their Loans in respect of all of such
Leased Property, an amount equal to such Loans;                                                                                                                     
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| | third, in an amount up to any remaining Permitted Lease Balance, to
the Lessor for application to the Lessors Invested Amounts in respect of
such Leased Property, an amount equal to such Lessors Invested Amounts;                                                                                       
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| | fourth, in an amount up to any remaining Permitted Lease Balance, to
the Funding Parties pro rata for application to any other amount owing to
the Funding Parties under the Operative Documents with respect to such
Leased Property, an amount equal to such other amounts;                                
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| | fifth, to the related Lessee or the Construction Agent, as the case
may be, to reimburse such Lessee or the Construction Agent for the
Recourse Deficiency Amount or the Construction Failure Payment with
respect to such Leased Property paid by such Lessee or the Construction
Agent, as the case may be;
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| | sixth, to the Lenders pro rata for application to their remaining
Loans (if any) in respect of such Leased Property, an amount equal to
such Loans;                                                                                                                                                          
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| | seventh, to the Lessor for application to the remaining Lessors
Invested Amount with respect to such Leased Property (if any), an amount
equal to such Lessors Invested Amount;                                                                                                                            
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| | eighth, to the Funding Parties pro rata for application to any other
amount owing to the Funding Parties under the Operative Documents with
respect to such Leased Property, an amount equal to such other amounts;
and                                                                                      
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| | ninth, (i) if sold by a Lessee pursuant to Section 14.6 of the
Lease, the excess, if any, to such Lessee, and (ii) otherwise, the
excess, if any, to the Lessor.                                                                                                                                             
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| | SECTION 3.5 Distribution and Application of Payments Received When an
Event of Default Exists.                                                                                                                                                                                                               
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| | (a)  Proceeds of Leased Property. Any payments received by the Lessor or
the Agent when an Event of Default exists as                                                                                                                                                                                        
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| | (i) proceeds from the sale of any or all of the Leased Property sold
pursuant to the exercise of the Lessors remedies pursuant to Article
XIII of the Lease, or                                                                                                                                             

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| | (ii) proceeds of any amounts from any insurer or any Governmental
Authority in connection with an Event of Loss or Event of Taking

shall if received by the Lessor be paid to the Agent as promptly as possible,
and shall be distributed or applied in the following order of priority prior to
the Release Date:



| |                                                                                                                                                                            
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | first, to the Agent for any amounts expended by it in connection
with such Leased Property or the Operative Documents and not previously
reimbursed to it;                 
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| | second, to the Lenders pro rata for application to their Funding
Party Balances in respect of all of the Leased Properties, an amount
equal to such Funding Party Balances;
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| | third, to the Lessor for application to its Funding Party Balances
in respect of all of the Leased Properties, an amount equal to such
Funding Party Balances; and         
|
| | fourth, to the related Lessee or the Person or Persons otherwise
legally entitled thereto, the excess, if any; and                                                         

on and after such Release Date (and any application otherwise required under
this Section 3 has been made) such amounts shall be paid over to the Lessor and
shall be distributed or applied by the Lessor, first to the Lessor for
application to any amounts owed to it in respect of such Leased Property, and
second to the related Lessee or the Person or Persons otherwise legally
entitled thereto, the excess, if any.

(b)  Proceeds of Recoveries from Lessee. Any payments received by any
Funding Party when an Event of Default exists from a Lessee as a payment in
accordance with the Lease shall be paid to the Agent as promptly as possible,
and shall then be distributed or applied by the Agent as promptly as possible
in the order of priority set forth in paragraph (a) above.

SECTION 3.6 Distribution of Other Payments. All payments under Section
7.6 of the Master Agreement shall be made first, to the Lenders, pro rata,
until their Funding Party Balances have been paid in full, and second, to the
Lessor who shall be entitled to retain all such remaining amounts. Except as
otherwise provided in this Section 3, any payment received by the Lessor which
is to be paid to Agent pursuant hereto or for which provision as to the
application thereof is made in an Operative Document but not elsewhere in this
Section 3 shall, if received by the Lessor, be paid forthwith to the Agent and
when received shall be distributed forthwith by the Agent to the Person and for
the purpose for which such payment was made in accordance with the terms of
such Operative Document. If the Agent has any funds related to the Leased
Properties remaining after all amounts payable to the Agent and the Funding
Parties shall have been paid in full, the Agent shall distribute such funds to
Concord or whomsoever shall be legally entitled thereto.

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SECTION 3.7 Timing of Agent Distributions. Payments received by the Agent
in immediately available funds before 12:00 p.m. (noon), Atlanta, Georgia time,
on any Business Day shall be distributed to the Funding Parties in accordance
with and to the extent provided in this Section 3 on such Business Day.
Payments received by the Agent in immediately available funds after 12:00 p.m.
(noon), Atlanta, Georgia time shall be distributed to the Funding Parties in
accordance with and to the extent provided in this Section 3 on the next
Business Day.

SECTION 3.8 Release of Leased Properties. (a) If one or more of the
Lessees shall at any time purchase any or all of the Leased Properties pursuant
to Section 13.3 or Section 14.1 of the Lease, or if any or all of the Leased
Properties shall be sold in accordance with, and the Lessees otherwise satisfy
each of the obligations and conditions set forth in, Section 14.6 of the Lease
in respect thereof, then, upon application of such amounts to prepay the
related Loans pursuant to Section 2.6 and the Agents and the Lenders receipt
of all accrued interest and any other payments due and owing from the Lessees
and/or the Lessor to the Agent and the Lenders on such date in respect thereof,
such Leased Property or Properties, as the case may be, shall be released from
the applicable Mortgage and the Assignment of Lease and Rents, to the extent
relating to such Leased Property or Properties, and UCC-3 termination
statements shall be filed in all of the appropriate offices with respect to
such Leased Property or Properties, all at the Lessees expense.

(b)  Upon the termination of the Lenders Commitments and the payment in
full of all of the Loans and all other amounts owing by the Lessees and/or the
Lessor hereunder or under any other Operative Document to the Lessor, the Agent
and the Lenders (other than unasserted indemnities), the Leased Properties
shall be released from the Mortgages and Assignments of Lease and Rents and
UCC-3 termination statements shall be filed in all of the appropriate offices,
all at the Lessees expense.

(c)  Upon request of the Lessor or a Lessee following a release of any
Leased Property described in clause (a) or (b) above, the Agent shall, at the
sole cost and expense of the Lessees, execute and deliver to the Lessor or the
requesting Lessee such documents as the Lessor or such Lessee shall reasonably
request to evidence such release, including, if requested, a release of the
Assignments of Lease and Rents to the extent relating to such Leased Property.

(d)  Upon the termination of the Lenders Commitments and the payment in
full of all of the Loans and all other amounts owing to the Lenders hereunder
or under any other Operative Document and the Lessor Invested Amounts and all
other amounts owing to the Lessor and the Agent under the Operative Documents
(other than unasserted indemnities), all remaining moneys shall be paid out to
Concord.

SECTION 4. THE LESSOR; EXERCISE OF REMEDIES UNDER LEASE

SECTION 4.1 Covenant of Lessor. So long as any Lenders Commitment
remains in effect, any Loan remains outstanding and unpaid or any other amount
is owing to any Lender

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with respect to its Funding Party Balances, subject to Section 4.2, the
Lessor will promptly pay all amounts payable by it under this Loan Agreement
and the Notes issued by it in accordance with the terms hereof and thereof and
shall duly perform each of its obligations under this Loan Agreement and the
Notes. The Lessor agrees to provide to the Agent a copy of each estoppel
certificate that the Lessor proposes to deliver pursuant to Section 17.13 of
the Lease at least five (5) days prior to such delivery and to make any
corrections thereto reasonably requested by the Agent prior to such delivery.
The Lessor shall keep each Leased Property owned by it free and clear of all
Lessor Liens. The Lessor shall not reject any sale of any Leased Property
pursuant to Section 14.6 of the Lease unless all of the related Loans have been
paid in full or the Lenders consent to such rejection. In the event that the
Lenders reject any sale of any Leased Property pursuant to Section 14.6 of the
Lease, the Lessor agrees to take such action as the Lenders reasonably request
to effect a sale or other disposition of such Leased Property, provided that
the Lessor shall not be required to expend its own funds in connection with
such sale or disposition. In the event that the Construction Agent returns any
Leased Property to the Lessor pursuant to Section 5.3(a) of the Construction
Agency Agreement, unless all of the related Loans are paid in full, the Lessor
agrees to take such action as the Lenders reasonably request to complete the
Construction, or to effect a sale or other disposition, of such Leased
Property, provided that the Lessor shall not be required to expend its own
funds in connection therewith. During the Construction Term for each Leased
Property, the Lessor agrees to assume liability for, and to indemnify, protect,
defend, save and hold harmless the Agent and each Lender, on an After-Tax Basis
from and against, any and all Claims that may be imposed on, incurred by or
asserted or threatened to be asserted against the Agent or any Lender, in any
way relating to or arising out of the circumstances set forth in clauses (i)
through (iv) of the first sentence of Section 3.3 of the Construction Agency
Agreement, provided that the Lessor shall only be obligated pursuant to this
sentence to the extent that the Lessor receives payment from the Construction
Agent or any other Person with respect to such Claim.

SECTION 4.2 Lessor Obligations Nonrecourse; Payment from Certain Lease
Obligations and Certain Proceeds of Leased Property Only. All payments to be
made by the Lessor in respect of the Loans, the Notes and this Loan Agreement
shall be made only from certain payments received under the Lease, the Guaranty
Agreement, the Subsidiary Guaranty and the Construction Agency Agreement and
certain proceeds of the Leased Properties and only to the extent that the
Lessor or the Agent shall have received sufficient payments from such sources
to make payments in respect of the Loans in accordance with Section 3. Each
Lender agrees that it will look solely to such sources of payments to the
extent available for distribution to such Lender as herein provided and that
neither the Lessor nor the Agent is or shall be personally liable to any Lender
for any amount payable hereunder or under any Note. Nothing in this Loan
Agreement, the Notes or any other Operative Document shall be construed as
creating any liability (other than for willful misconduct or gross negligence)
of the Lessor individually to pay any sum or to perform any covenant, either
express or implied, in this Loan Agreement, the Notes or any other Operative
Documents (all such liability, if any, being expressly waived by each Lender)
and that each Lender, on behalf of itself and its successors and assigns,
agrees in the case of any liability of the Lessor hereunder or thereunder
(except for such liability

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attributable to its willful misconduct or gross negligence) that it will
look solely to those certain payments received under the Lease, the Guaranty
Agreement, the Subsidiary Guaranty and the Construction Agency Agreement and
those certain proceeds of the Leased Properties, provided, however, that the
Lessor in its individual capacity shall in any event be liable with respect to
(i) the removal of Lessors Liens or involving its gross negligence, willful
misconduct, misrepresentation or breach of contract (other than the failure to
make payments in respect of the Loans) or (ii) failure to turn over payments
the Lessor has received in accordance with Section 3; and provided further that
the foregoing exculpation of the Lessor shall not be deemed to be exculpations
of any Lessee or any other Person.

SECTION 4.3 Exercise of Remedies Under the Lease.

(a)  Event of Default. With respect to any Potential Event of Default as
to which notice thereof by the Lessor to a Lessee is a requirement to cause
such Potential Event of Default to become an Event of Default, the Lessor
agrees to give such notice to such Lessee promptly upon receipt of a written
request by any Lender or the Agent. The Lessor shall not, without the prior
written consent of the Required Lenders, waive any Event of Default.

(b)  Acceleration of Lease Balance. When an Event of Default exists, the
Lessor, upon the direction of the Required Lenders, shall exercise such
remedies under Article XIII of the Lease as are directed by the Required
Lenders, including demanding payment in full of the Lease Balance by the
Lessees (the Acceleration). Following the Acceleration, the Lessor shall
consult with the Lenders regarding actions to be taken in response to such
Event of Default. The Lessor (1) shall not, without the prior written consent
of the Required Lenders and (2) shall (subject to the provisions of this
Section), if so directed by the Required Lenders, do any of the following:
commence eviction or foreclosure proceedings, or file a lawsuit against any
Lessee under the Lease, or sell the Leased Properties, or exercise other
remedies against the Lessees, the Subsidiary Guarantors or the Guarantor under
the Operative Documents in respect of such Event of Default; provided, however,
that any payments received by the Lessor shall be distributed in accordance
with Section 3. Notwithstanding any such consent, direction or approval by the
Required Lenders of any such action or omission, the Lessor shall not have any
obligation to follow such direction if the same would, in the Lessors
reasonable judgment, require the Lessor to expend its own funds or expose the
Lessor to expense, or unless Required Lenders provide to the Lessor an
indemnity, in form and substance reasonably acceptable to the Lessor, for such
liability, loss or damage or unless and until the Lenders advance to the Lessor
an amount which is sufficient, in the Lessors reasonable judgment, to cover
such liability, expense, loss or damage (excluding the Lessors pro rata share
thereof, if any). Notwithstanding the foregoing, on and after the related
Release Date (and any application otherwise required under Section 3 has been
made): the Lenders shall have no rights to such Leased Property or any proceeds
thereof; the Lenders shall have no rights to direct or give consent to any
actions with respect to such Leased Property and the proceeds thereof; the
Lessor shall have absolute discretion (but in all events subject to the terms
of the Operative Documents) with respect to such exercise of remedies with
respect to such Leased Property, and the proceeds thereof, including, without
limitation, any foreclosure or sale of such Leased Property; and the Lessor
shall have no liability to the Lenders

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with respect to the Lessors actions or failure to take any action with
respect to such Leased Property.

SECTION 5. LOAN EVENTS OF DEFAULT; REMEDIES

SECTION 5.1 Loan Events of Default. Each of the following events shall
constitute a Loan Event of Default (whether any such event shall be voluntary
or involuntary or come about or be effected by operation of law or pursuant to
or in compliance with any judgment, decree or order of any court or any order,
rule or regulation of any Governmental Authority) and each such Loan Event of
Default shall continue so long as, but only as long as, it shall not have been
remedied:

(a)  Lessor shall fail to distribute in accordance with the provisions of
Section 3 any amount received by the Lessor pursuant to the Lease, the Master
Agreement or any other Operative Document within two (2) Business Days of
receipt thereof if and to the extent that the Agent or the Lenders are entitled
to such amount or a portion thereof; or

(b)  the Lessor shall fail to pay to the Agent, within two (2) Business
Days of the Lessors receipt thereof, any amount which a Lessee is required,
pursuant to the Operative Documents, to pay to the Agent but erroneously pays
to the Lessor; or

(c)  failure by the Lessor to perform in any material respect any other
covenant or condition herein or in any other Operative Document to which the
Lessor is a party, which failure shall continue unremedied for thirty (30) days
after receipt by the Lessor of written notice thereof from the Agent or any
Lender; or

(d)  any representation or warranty of the Lessor contained in any
Operative Document or in any certificate required to be delivered thereunder
shall prove to have been incorrect in a material respect when made and shall
not have been cured within thirty (30) days of receipt by the Lessor of written
notice thereof from the Agent or any Lender; or

(e)  the Lessor or the General Partner shall become bankrupt or make an
assignment for the benefit of creditors or consent to the appointment of a
trustee or receiver; or a trustee or a receiver shall be appointed for the
Lessor or the General Partner or for substantially all of its property without
its consent and shall not be dismissed or stayed within a period of sixty (60)
days; or bankruptcy, reorganization or insolvency proceedings shall be
instituted by or against the Lessor or the General Partner and, if instituted
against the Lessor or the General Partner, shall not be dismissed or stayed for
a period of sixty (60) days; or

(f) any Event of Default shall occur and be continuing.

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SECTION 5.2 Remedies.

(a)  Upon the occurrence of a Loan Event of Default hereunder, (i) if such
event is a Loan Event of Default specified in clause (e) of Section 5.1 with
respect to the Lessor, automatically the Lenders Commitments shall terminate
and the outstanding principal of, and accrued interest on, the Loans shall be
immediately due and payable, and (ii) if such event is any other Loan Event of
Default, upon written request of the Required Lenders, the Agent shall, by
notice of default to the Lessor, declare the Commitments of the Lenders to be
terminated forthwith and the outstanding principal of, and accrued interest on,
the Loans to be immediately due and payable, whereupon the Commitments of the
Lenders shall immediately terminate and the outstanding principal of, and
accrued interest on, the Loans shall become immediately due and payable.

(b)  When a Loan Event of Default exists, the Agent may, and upon the
written instructions of the Required Lenders shall, exercise any or all of the
rights and powers and pursue any and all of the remedies available to it
hereunder, under the Notes, the Mortgages and the Assignments of Lease and
Rents and shall have and may exercise any and all rights and remedies available
under the Uniform Commercial Code or any provision of law. When a Loan Event
of Default exists, the Agent may, and upon the written instructions of the
Required Lenders shall, have the right to exercise all rights of the Lessor
under the Lease pursuant to the terms and in the manner provided for in the
Mortgages and the Assignments of Lease and Rents.

(c) Except as expressly provided above, no remedy under this Section 5.2
is intended to be exclusive, but each shall be cumulative and in addition to
any other remedy provided under this Section 5.2 or under the other Operative
Documents or otherwise available at law or in equity. The exercise by the
Agent or any Lender of any one or more of such remedies shall not preclude the
simultaneous or later exercise of any other remedy or remedies. No express or
implied waiver by the Agent or any Lender of any Loan Event of Default shall in
any way be, or be construed to be, a waiver of any future or subsequent Loan
Event of Default. The failure or delay of the Agent or any Lender in
exercising any rights granted it hereunder upon any occurrence of any of the
contingencies set forth herein shall not constitute a waiver of any such right
upon the continuation or recurrence of any such contingencies or similar
contingencies and any single or partial exercise of any particular right by the
Agent or any Lender shall not exhaust the same or constitute a waiver of any
other right provided herein.

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SECTION 6. THE AGENT

SECTION 6.1 Appointment. Each Lender hereby irrevocably designates and
appoints the Agent as the agent of such Lender under this Loan Agreement and
the other Operative Documents, and each such Lender irrevocably authorizes the
Agent, in such capacity, to take such action on its behalf under the provisions
of this Loan Agreement and the other Operative Documents and to exercise such
powers and perform such duties as are expressly delegated to the Agent by the
terms of this Loan Agreement and the other Operative Documents, together with
such other powers as are reasonably incidental thereto. Notwithstanding any
provision to the contrary elsewhere in this Loan Agreement, the Agent shall not
have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any Lender, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Loan Agreement or any other Operative Document or otherwise exist
against the Agent.

SECTION 6.2 Delegation of Duties. The Agent may execute any of its duties
under this Loan Agreement and the other Operative Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

SECTION 6.3 Exculpatory Provisions. Neither the Agent nor any of its
officers, directors, employees, agents, attorneys-in-fact or Affiliates shall
be (a) liable for any action lawfully taken or omitted to be taken by it or
such Person under or in connection with this Loan Agreement or any other
Operative Document (except for its or such Persons own gross negligence or
willful misconduct) or (b) responsible in any manner to any of the Lenders for
any recitals, statements, representations or warranties made by the Lessor or
any Lessee or any officer thereof contained in this Loan Agreement or any other
Operative Document or in any certificate, report, statement or other document
referred to or provided for in, or received by the Agent under or in connection
with, this Loan Agreement or any other Operative Document or for the value,
validity, effectiveness, genuineness, enforceability or sufficiency of this
Loan Agreement or any other Operative Document or for any failure of the Lessor
or any Lessee to perform its obligations hereunder or thereunder. The Agent
shall not be under any obligation to any Lender to ascertain or to inquire as
to the observance or performance of any of the agreements contained in, or
conditions of, this Loan Agreement or any other Operative Document, or to
inspect the properties, books or records of the Lessor or any Lessee.

SECTION 6.4 Reliance by Agent. The Agent shall be entitled to rely, and
shall be fully protected in relying, upon any Note, writing, resolution,
notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Lessor or any Lessee), independent
accountants and other experts

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selected by the Agent. The Agent may deem and treat the payee of any Note
as the owner thereof for all purposes unless a written notice of assignment,
negotiation or transfer thereof shall have been filed with the Agent. The
Agent shall be fully justified in failing or refusing to take any action under
this Loan Agreement or any other Operative Document unless it shall first
receive such advice or concurrence of the Required Lenders as it deems
appropriate or it shall first be indemnified to its satisfaction by the Funding
Parties against any and all liability and expense which may be incurred by it
by reason of taking or continuing to take any such action. Subject to the
Operative Documents, the Agent shall in all cases be fully protected in acting,
or in refraining from acting, under this Loan Agreement and the other Operative
Documents in accordance with a request of the Required Lenders, and such
request and any action taken or failure to act pursuant thereto shall be
binding upon all the Lenders and all future holders of the Notes.

SECTION 6.5 Notice of Default. The Agent shall not be deemed to have
knowledge or notice of the occurrence of any Loan Potential Event of Default or
Loan Event of Default hereunder unless the Agent has received notice from a
Lender referring to this Loan Agreement, describing such Loan Potential Event
of Default or Loan Event of Default and stating that such notice is a notice
of default. In the event that the Agent receives such a notice, the Agent
shall give notice thereof to the Lenders. The Agent shall take such action,
subject to the Operative Documents with respect to such Loan Potential Event of
Default or Loan Event of Default as shall be reasonably directed by the
Required Lenders; provided that unless and until the Agent shall have received
such directions, the Agent may (but shall not be obligated to) take such
action, or refrain from taking such action, with respect to such Loan Potential
Event of Default or Loan Event of Default as it shall deem advisable in the
best interests of the Lenders.

SECTION 6.6 Non-Reliance on Agent and Other Lenders. Each Lender
expressly acknowledges that neither the Agent nor any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates has made any
representations or warranties to it and that no act by the Agent hereinafter
taken, including any review of the affairs of the Lessor, the Guarantor, any
Subsidiary Guarantor or any Lessee, shall be deemed to constitute any
representation or warranty by the Agent to any Lender. Each Lender represents
to the Agent that it has, independently and without reliance upon the Agent or
any other Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
operations, property, financial and other condition and creditworthiness of the
Lessor, the Guarantor, each Subsidiary Guarantor and each Lessee and made its
own decision to make its Loans hereunder and enter into this Loan Agreement.
Each Lender also represents that it will, independently and without reliance
upon the Agent or any other Lender, and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
analysis, appraisals and decisions in taking or not taking action under this
Loan Agreement and the other Operative Documents, and to make such
investigation as it deems necessary to inform itself as to the business,
operations, property, financial and other condition and creditworthiness of the
Lessor, the Guarantor, each Subsidiary Guarantor and each Lessee. Except for
notices, reports and other documents expressly required to be furnished to the
Lenders by the Agent hereunder, the Agent shall not have any duty or
responsibility to provide any Lender

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with any credit or other information concerning the business, operations,
property, condition (financial or otherwise), prospects or creditworthiness of
the Lessor, the Guarantor, any Subsidiary Guarantor or any Lessee which may
come into the possession of the Agent or any of its officers, directors,
employees, agents, attorneys-in-fact or Affiliates.

SECTION 6.7 Indemnification. The Lenders agree to indemnify the Agent in
its capacity as such (to the extent not reimbursed by a Lessee and without
limiting the obligation of any Lessee to do so), ratably according to the
percentage each Lenders Commitment bears to the total Commitments of all of
the Lenders on the date on which indemnification is sought under this Section
6.7 (or, if indemnification is sought after the date upon which the Lenders
Commitments shall have terminated and the Loans shall have been paid in full,
ratably in accordance with the percentage that each Lenders Commitment bears
to the Commitments of all of the Lenders immediately prior to such date), from
and against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including, without limitation, at any time
following the payment of the Notes) be imposed on, incurred by or asserted
against the Agent in any way relating to or arising out of, the Commitments,
this Loan Agreement, any of the other Operative Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by the Agent
under or in connection with any of the foregoing; provided that no Lender shall
be liable for the payment of any portion of such liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements resulting solely from the Agents gross negligence or willful
misconduct. The agreements in this Section 6.7 shall survive the payment of
the Notes and all other amounts payable hereunder.

SECTION 6.8 Agent in Its Individual Capacity. The Agent and its
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Lessor, the Guarantor, any Subsidiary Guarantor or
any Lessee as though the Agent were not the Agent hereunder and under the other
Operative Documents. With respect to Loans made or renewed by it, the Agent
shall have the same rights and powers under this Loan Agreement and the other
Operative Documents as any Lender and may exercise the same as though it were
not the Agent, and the terms Lender and Lenders shall include the Agent in
its individual capacity. Each Lender acknowledges that the Agent in its
individual capacity has had and continues to have other business relations and
transactions with Concord, certain of its Subsidiaries and the Lessor.

SECTION 6.9 Successor Agent. The Agent may resign as Agent upon 20 days
notice to the Lenders and Concord effective upon the appointment of a successor
agent. If the Agent shall resign as Agent under this Loan Agreement and the
other Operative Documents, then the Required Lenders shall appoint a successor
agent for the Lenders, which successor agent shall be a commercial bank
organized under the laws of the United States of America or any State thereof
or under the laws of another country which is doing business in the United
States of America and having a combined capital, surplus and undivided profits
of at least $100,000,000,

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whereupon such successor agent shall succeed to the rights, powers and
duties of the Agent, and the term Agent shall mean such successor agent
effective upon such appointment and approval, and the former Agents rights,
powers and duties as Agent shall be terminated, without any other or further
act or deed on the part of such former Agent or any of the parties to this Loan
Agreement or any holders of the Notes. After any retiring Agents resignation
as Agent, all of the provisions of this Section 6 shall inure to its benefit as
to any actions taken or omitted to be taken by it while it was Agent under this
Loan Agreement and the other Operative Documents.

SECTION 7. MISCELLANEOUS

SECTION 7.1 Amendments and Waivers. Neither this Loan Agreement, any
Note, nor any terms hereof or thereof may be amended, supplemented or modified
except in accordance with the provisions of Section 8.4 of the Master
Agreement.

SECTION 7.2 Notices. Unless otherwise specified herein, all notices,
requests, demands or other communications to or upon the respective parties
hereto shall be given in accordance with Section 8.2 of the Master Agreement.

SECTION 7.3 No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Agent or any Lender, any right, remedy,
power or privilege hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the exercise of any other
right, remedy, power or privilege. The rights, remedies, powers and privileges
herein provided are cumulative and not exclusive of any rights, remedies,
powers and privileges provided by law.

SECTION 7.4 Successors and Assigns. This Loan Agreement shall be binding
upon and inure to the benefit of the Lessor, the Agent, the Lenders, all future
holders of the Notes and their respective successors and permitted assigns.

SECTION 7.5 Counterparts. This Loan Agreement may be executed by one or
more of the parties to this Loan Agreement on any number of separate
counterparts and all of said counterparts taken together shall be deemed to
constitute one and the same agreement. A set of the counterparts of this Loan
Agreement signed by all the parties hereto shall be lodged with the Lessor and
the Agent.

SECTION 7.6 GOVERNING LAW. THIS LOAN AGREEMENT AND THE NOTES AND THE
RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS LOAN AGREEMENT AND THE NOTES
SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW
OF THE STATE OF GEORGIA.

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SECTION 7.7 Survival and Termination of Agreement. All covenants,
agreements, representations and warranties made herein and in any certificate,
document or statement delivered pursuant hereto or in connection herewith shall
survive the execution and delivery of this Loan Agreement, and the Notes and
shall continue in full force and effect so long as any Note or any amount
payable to any Lender under or in connection with this Loan Agreement or the
Notes is unpaid, at which time this Loan Agreement shall terminate.

SECTION 7.8 Entire Agreement. This Loan Agreement and the other Operative
Documents set forth the entire agreement of the parties hereto with respect to
its subject matter, and supersedes all previous understandings, written or
oral, with respect thereto.

SECTION 7.9 Severability. Any provision of this Loan Agreement or of the
Notes which is prohibited, unenforceable or not authorized in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of such
prohibition, unenforceability or non-authorization without invalidating the
remaining provisions hereof or thereof or affecting the validity,
enforceability or legality of any such provision in any other jurisdiction.

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IN WITNESS THEREOF, the parties hereto have caused this Loan Agreement to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.

| |  |                         |  |                                                      
| |  | ----------------------- |  | -----------------------------------------------------
| |  | SUNTRUST BANK, as Agent
|
|
|
|
| |  |                         |  |                                                      
|
|
|
|
| |  | By:                     |  | /s/ Bryan W. Ford
Name: Bryan W. Ford
Title: Director

LOAN AGREEMENT

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| |  |                                                        |  |                                                                     
| |  | ------------------------------------------------------ |  | --------------------------------------------------------------------
|
|
|
|
| |  | ATLANTIC FINANCIAL GROUP, LTD.,
as Lessor and Borrower
|
|
|
|
| |  |                                                        |  |                                                                     
|
|
|
|
| |  | By:                                                    |  | Atlantic Financial Managers, Inc.,
its General Partner              
|
|
|
|
| |  |                                                        |  |                                                                     
|
|
|
|
| |  |                                                        |  | By: /s/ Stephen Brookshire
Name: Stephen Brookshire
Title: President

LOAN AGREEMENT

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| |  |                            |  |                                                      
| |  | -------------------------- |  | -----------------------------------------------------
|
|
|
|
| |  | SUNTRUST BANK,
as a Lender
|
|
|
|
| |  |                            |  |                                                      
|
|
|
|
| |  | By:                        |  | /s/ Bryan W. Ford
Name: Bryan W. Ford
Title: Director

LOAN AGREEMENT

S-3