<PAGE>

                                                                   Exhibit 10(l)









                          LOAN AND SERVICING AGREEMENT


                          dated as of December 22, 2000



                                      among




                              AFC AIM CORPORATION,

                                  as Borrower,




                         AUTOMOTIVE FINANCE CORPORATION,

                                  as Servicer,



                                       and



                                BANK OF MONTREAL,

                                    as Lender






<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

                                   ARTICLE I.

                                     LOANS

Section 1.1.  Commitments to Lend; Limits on Lender's Obligations..............1
Section 1.2.  Making Loans; Borrowing Procedures...............................2
Section 1.3.  Grant of Security Interest.......................................2
Section 1.4.  Settlement Procedures............................................2
Section 1.5.  Fees.............................................................5
Section 1.6.  Payments and Computations, Etc...................................5
Section 1.7.  Increased Costs..................................................5
Section 1.8.  Additional Interest on Loans Bearing Interest Based on
              Cost of Funds....................................................6
Section 1.9.  Requirements of Law..............................................6
Section 1.10. Inability to Determine Cost of Funds.............................8
Section 1.11. Funding Losses...................................................9

                                   ARTICLE II.

                                    THE NOTE
Section 2.1.  Note.............................................................9
Section 2.2.  Interest on Loans................................................9
Section 2.3.  Repayments and Prepayments......................................10
Section 2.4.  General Procedures..............................................10
Section 2.5.  Reduction in Facility Limit.....................................10
Section 2.6.  Characterization of Note........................................11

                                  ARTICLE III.

                    REPRESENTATIONS AND WARRANTIES; COVENANTS

Section 3.1.  Representations and Warranties; Covenants.......................11
Section 3.2.  Events of Default; Remedies.....................................11

                                      -i-

<PAGE>
                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE

                                  ARTICLE IV.

                                INDEMNIFICATION

Section 4.1.  Indemnities by the Borrower.....................................10
Section 4.2.  Indemnities by Servicer.........................................12

                                   ARTICLE V.

                         ADMINISTRATION AND COLLECTIONS

Section 5.1.  Appointment of Servicer.........................................13
Section 5.2.  Duties of Servicer..............................................14
Section 5.3.  Establishment and Use of Collection Account.....................14
Section 5.4.  Enforcement Rights..............................................15
Section 5.5.  Servicing Fee...................................................16

                                   ARTICLE VI.

                                  MISCELLANEOUS

Section 6.1.  Amendments, Etc.................................................16
Section 6.2.  Notices, Etc....................................................16
Section 6.3.  Assignability...................................................16
Section 6.4.  Costs, Expenses and Taxes.......................................17
Section 6.5.  Confidentiality.................................................17
Section 6.6.  GOVERNING LAW AND JURISDICTION..................................18
Section 6.7.  Execution in Counterparts.......................................18
Section 6.8.  Survival of Termination.........................................18
Section 6.9.  WAIVER OF JURY TRIAL............................................18
Section 6.10. Entire Agreement................................................19
Section 6.11. Headings........................................................19

EXHIBIT I     DEFINITIONS....................................................I-1
EXHIBIT II    CONDITIONS PRECEDENT TO LOANS.................................II-1
EXHIBIT III   REPRESENTATIONS AND WARRANTIES...............................III-1
EXHIBIT IV    COVENANTS.....................................................IV-1

                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                  (CONTINUED)

                                                                            PAGE

EXHIBIT V     EVENTS OF DEFAULT..............................................V-1
EXHIBIT VI    PORTFOLIO CERTIFICATE.........................................VI-1

SCHEDULE I    TRADE NAMES....................................................I-1
SCHEDULE II   TAX MATTERS...................................................II-1

ANNEX A       FORM OF BORROWING NOTICE

                                     -iii-

<PAGE>

                          LOAN AND SERVICING AGREEMENT

        This LOAN AND  SERVICING  AGREEMENT,  dated as of December 22, 2000 (as
amended,  supplemented or otherwise modified from time to time, the "AGREEMENT")
among AFC AIM CORPORATION, an Indiana corporation, as borrower (the "BORROWER"),
AUTOMOTIVE  FINANCE  CORPORATION,  an Indiana  corporation  ("AFC"),  as initial
servicer (in such capacity,  together with its successors and permitted  assigns
in such capacity,  the  "SERVICER")  and BANK OF MONTREAL,  CHICAGO  BRANCH,  as
lender (together with its successors and permitted assigns, the "LENDER").

                             PRELIMINARY STATEMENTS

        Certain terms that are  capitalized  and used throughout this Agreement
are defined in EXHIBIT I to this Agreement. References in the Exhibits hereto to
"the Agreement"  refer to this Agreement,  as amended,  modified or supplemented
from time to time.

        1.      Borrower has purchased and will purchase from time to time
Receivables and certain related assets.

        2.      Borrower  intends to finance the  Receivables  by  borrowing
Loans from the Lender.  Borrower has  requested  Lender,  and Lender has agreed,
subject to the terms and conditions  contained in this Agreement,  to make Loans
to  Borrower  from time to time during the term of this  Agreement,  which Loans
will be secured by such Receivables and other Collateral.

        3.      AFC has been requested, and is willing, to act as the Servicer
with respect to the Receivables.

        In consideration of the mutual  agreements,  provisions and covenants
contained herein, the parties hereto agree as follows:


                                   ARTICLE I.

                                      LOANS

        Section 1.1. COMMITMENTS  TO LEND;  LIMITS ON LENDER'S  OBLIGATIONS.
Upon the terms and subject to the  conditions  of this  Agreement,  from time to
time prior to the Termination Date,  Borrower may request that Lender make loans
to Borrower  secured by the  Collateral  (each,  a "LOAN") and Lender shall make
such  Loans;  PROVIDED  that no Loan  shall be made by Lender if,  after  giving
effect thereto,  the then Total Outstanding  Principal would exceed the Facility
Limit.

<PAGE>

        Section 1.2. MAKING LOANS; BORROWING PROCEDURES.

        (a)     NOTICE OF  BORROWING.  Each Loan  hereunder  shall be made upon
the Borrower's irrevocable written notice,  substantially in the form of ANNEX A
(a "BORROWING  NOTICE"),  delivered to the Lender in accordance with SECTION 6.2
(which notice must be received by the Lender prior to 12:00 a.m.,  Chicago time)
on or before the requested  Financing  Date,  which notice shall specify (A) the
amount  requested  to be  borrowed  by  the  Borrower  (which  amount  shall  be
$1,000,000 or in integral $100,000 multiples thereof),  and (B) the date of such
Loan (which shall be a Business Day).

        (b)     FUNDING OF LOAN. On the date of each Loan, upon satisfaction of
the  applicable  conditions set forth in ARTICLE II, Lender shall make available
to  Borrower  in same day funds by  depositing  such funds  into the  Borrower's
Account. No Loan shall be made in an amount to exceed the Borrowing Base on such
Financing Date.

                The "BORROWING  BASE" means,  as of any Financing  Date,  with
        respect to the  Financed  Vehicle  Pool to be financed by a Loan on such
        date,  the sum of (i) 60% of the  aggregate  Black  Book  Value  of such
        Financed Vehicle Pool as of such date, MINUS the Adjustment  Amount, and
        (ii) the Credit Account Adjustment Amount.

                The "ADJUSTMENT AMOUNT" means, as of any Financing Date, with
        respect to the  Financed  Vehicle  Pool to be financed by a Loan on such
        date,  (i) so long as no  Trigger  Event has  occurred,  zero,  and (ii)
        following  the  occurrence  of a Trigger  Event,  an amount equal to the
        product of (x) aggregate Black Book Value of such Financed  Vehicle Pool
        as of such date, and (y) the largest  percentage by which the Black Book
        Value of any  Eligible  Vehicle  Model as of such  date is less than the
        Maximum Black Book Value for such Eligible Vehicle Model.

                "TRIGGER  EVENT"  means, at any time,  that the Black Book Value
        of any Eligible  Vehicle  Model as of such date is less than the Maximum
        Black Book Value of such Eligible Vehicle Model by more than 12.5%.

                "CREDIT ACCOUNT  ADJUSTMENT  AMOUNT" means, as  of any Financing
        Date, an amount which is equal to the lesser of (i) 15% of the aggregate
        Black Book Value of such Financed  Vehicle Pool as of such date and (ii)
        the Credit Account Balance as of such Financing Date.

        Section 1.3. GRANT OF SECURITY  INTEREST.  Borrower  hereby grants to
Lender a first  priority,  continuing  lien and security  interest in all right,
title and  interest of  Borrower  in, to and under the  Collateral,  whether now
owned or hereafter  acquired or existing.  Such lien and security interest shall
secure all of Borrower's obligations (monetary or otherwise) hereunder and under
the other Transaction Documents,  including, without limitation, the payments on
the Note, the payment of Fees and all Indemnified  Amounts and the obligation to
turn over all  Collections  to the  Servicer or the Lender for deposit  into the
Collection Account.  The Lender hereby accepts the foregoing grant of a security
interest in the Collateral.


                                      -2-
<PAGE>

        Section 1.4. SETTLEMENT PROCEDURES.  (a) Collection of the Receivables
shall be  administered  by the  Servicer  in  accordance  with the terms of this
Agreement,  the Isuzu Loan Documents and the other  Transaction  Documents.  The
Borrower  shall provide to the Servicer (if other than the Borrower) on a timely
basis all information needed for such administration.

        (b)     DEPOSIT OF  COLLECTIONS.  The Servicer shall segregate and hold
all  Collections  in trust for the benefit of the  Borrower  and the Lender and,
within one Business  Day of the receipt (or deemed  receipt) of  Collections  of
Receivables  by the Borrower or  Servicer,  deposit  such  Collections  into the
Collection Account.

        (c)     EXCESS SALES PROCEEDS.

                (i)     So long as no Isuzu Event of Default shall have occurred
        and be continuing,  the Servicer shall forward all Excess Sales Proceeds
        received in the Collection  Account to the Obligor in accordance with
        Section 2.5 of the Promissory Note and Security Agreement.

                (ii)    In the event that an Isuzu  Event of  Default shall have
        occurred and be  continuing,  the Servicer shall retain any Excess Sales
        Proceeds  received  in the  Collection  Account to the extent  permitted
        under the Isuzu Loan Document and shall apply such Excess Sales Proceeds
        in accordance  with the priority of payments set forth in SUBSECTION (d)
        below.

                (iii)   "EXCESS SALES PROCEEDS" means the excess, if any, of (i)
        the amount of the  aggregate  net sales  proceeds from the sale or other
        disposition  of a Batch of Financed  Vehicles,  over (ii) the  aggregate
        amount of the Advances related to such Financed  Vehicles (to the extent
        not  prepaid  under  Section  2.5 of the  Promissory  Note and  Security
        Agreement  or  otherwise).  For purposes  hereof,  a "BATCH" of Financed
        Vehicles is a group of Financed  Vehicles sold or otherwise  disposed of
        at a single  auction  site (or other  sale  site) on a single  day,  the
        individual  net sales proceeds with respect to which are permitted to be
        netted in accordance with the agreement of AFC and the Obligor.

        (d)     PAYMENT DATE PROCEDURES.  Amounts on deposit on any Payment Date
in the  Collection  Account  representing  Collections  received  during or with
respect to the related  Collection Period shall be withdrawn from the Collection
Account on such  Payment  Date,  in the  amounts  required,  and  applied in the
following order of priority:

                FIRST, to the Obligor,  any Excess Sales Proceeds  received in
        the Collection Account which the Obligor is entitled to receive pursuant
        to SUBSECTION  (c)(i) above,  but which have not yet been distributed to
        the Obligor;

                SECOND, to the Servicer, to the extent of available funds, the
        amount of the accrued and unpaid  Servicing Fee,  including any past due
        Servicing Fee;

                                      -3-
<PAGE>

                THIRD,  to the  Collection  Account  Bank,  to the  extent  of
        available  funds,  any fees,  charges or other expenses  incurred by the
        Borrower in connection  with the  establishment  or  maintenance  of the
        Collection Account;

                FOURTH,  to the Lender,  to the extent of available funds, all
        accrued and unpaid interest on all outstanding  Loans,including any past
        due interest;

                FIFTH, to the Lender, to the extent of available funds, as a
        repayment of principal on the Loans, the sum of:

                        (i)  the Mandatory Principal Repayment Amount, and

                        (ii) the amount of any  prepayment  of  principal on the
                Loans that the Borrower has elected to make on such Payment Date
                in accordance with SECTION 2.3(a) below.

                        "MANDATORY PRINCIPAL REPAYMENT AMOUNT" means

                        (a)     on any Payment Date prior to the occurrence of
                an Event of Default, the sum of:

                                (x)     the aggregate  Lender Financed Amount of
                        all  Financed  Vehicles (A) which were sold or otherwise
                        disposed  of, or which  suffered a Casualty,  during the
                        related   Collection   Period  or  (B)  as  to  which  a
                        prepayment  of principal  was made by the Obligor  under
                        Section  2.5  of  the   Promissory   Note  and  Security
                        Agreement during such Collection Period,

                                (y)     the aggregate AFC Financed Amount of all
                        Financed  Vehicles  (A)  which  were  sold or  otherwise
                        disposed  of, or which  suffered a Casualty,  during the
                        related   Collection   Period  or  (B)  as  to  which  a
                        prepayment  of principal  was made by the Obligor  under
                        Section  2.5  of  the   Promissory   Note  and  Security
                        Agreement during such Collection Period, and

                                (z)     the   amount  of  any   prepayment   of
                        principal  required  under  SECTION  2.3(b)  following a
                        reduction in the Facility  Limit pursuant to SECTION 2.5
                        during such  Collection  Period  (after giving effect to
                        any other  distributions  of  principal to occur on such
                        Payment Date),

                        PROVIDED,   HOWEVER,   that  the   Mandatory   Principal
                        Repayment   Amount   distributed  on  any  Payment  Date
                        pursuant  to this  CLAUSE (a) shall not exceed the Total
                        Outstanding Principal on such Payment Date (after giving
                        effect to any other  distributions of principal to occur
                        on such Payment Date);

                        and

                                      -4-
<PAGE>

                        (b)     on any Payment Date following the occurrence of
                an Event  of  Default,  an  amount  which is equal to the  Total
                Outstanding  Principal on such Payment Date (after giving effect
                to any other distributions of principal to occur on such Payment
                Date);

                SIXTH, to  the Lender or any Affected Person, Indemnified Party
        or other Person to whom any other amount is due hereunder, to the extent
        of  available  funds,  the  amount due to such party or parties on a pro
        rata basis.

        (e)     PAYMENT OF  UNCOLLECTED  AMOUNTS. To the extent that Collections
applied pursuant to SUBSECTION (d) above on any Payment Date are insufficient to
pay any amount due to the Lender,  the Servicer or any other  Person  hereunder,
the Borrower shall pay the amount of any such shortfall to the Person or Persons
to whom it is due on such Payment Date.

        (f)     FINAL PAYOUT DATE. Any funds remaining in the Collection Account
after the Final Payout Date shall be paid to the Borrower.

        (g)     DEEMED COLLECTIONS.  For the purposes of this SECTION 1.4,


                        (i)     if on any day the outstanding balance of any
                Receivable is reduced or adjusted as a result of any  adjustment
                made by AFC,  the  Borrower  or the  Servicer,  or any setoff or
                dispute between the Borrower, AFC, the Servicer and the Obligor,
                the  Borrower  shall be  deemed to have  received  on such day a
                Collection of such Receivable in the amount of such reduction or
                adjustment;

                        (ii)    if on any  day  any of the  representations  or
                warranties  in  PARAGRAPHS  A.(h) or A.(o) of EXHIBIT III is not
                true with respect to any Receivable,  the Seller shall be deemed
                to have received on such day a Collection of such  Receivable in
                full;

                        (iii)   if and to  the  extent  the  Lender  shall  be
                required  for any  reason  to pay  over to the  Obligor  (or any
                trustee,   receiver,   custodian  or  similar  official  in  any
                Insolvency Proceeding) any amount received by it hereunder, such
                amount  shall be deemed not to have been so received  but rather
                to have been  retained by the  Borrower  and,  accordingly,  the
                Lender,  as the  case may be,  shall  have a claim  against  the
                Borrower  for such  amount,  payable when and to the extent that
                any  distribution  from or on behalf of such  Obligor is made in
                respect thereof.

        (h)     CREDIT ACCOUNT.  Until the distribution of all remaining amounts
in the Collection  Account pursuant to SECTION 1.4(f),  the Borrower (subject to
the  Lender's  audit and  approval)  shall  maintain a book entry  account  (the
"CREDIT  ACCOUNT") for the purpose of recording the amount of Collections  which
represents  a credit to the  Borrower  against  which the  Borrower  can  borrow
additional amounts hereunder.  On any day the balance of the Credit Account (the
"CREDIT  ACCOUNT   BALANCE")  shall  equal  (i)  the  aggregate  amount  of  all
Collections  applied to reduce the  principal  balance of the Loans  pursuant to
CLAUSE (a)(y) of the definition of "Mandatory Principal Repayment

                                      -5-

<PAGE>

Amount," MINUS (ii) the amount,  determined  for each Loan,  equal to the amount
advanced with respect to such Loan over the amount permitted to be advanced with
respect to such Loan without  giving effect to CLAUSE (ii) of the  definition of
"Borrowing Base."

        Section 1.5.  FEES.  The Borrower shall pay to the Lender certain fees
in the amounts and on the dates set forth in a letter  dated  December  22, 2000
between the  Borrower  and the Lender (as the same may be  amended,  amended and
restated,  supplemented  or modified,  the "FEE LETTER")  delivered  pursuant to
SECTION 1 of EXHIBIT II, as such letter  agreement may be amended,  supplemented
or otherwise modified from time to time in accordance with the terms thereof.

        Section  1.6.  PAYMENTS AND  COMPUTATIONS,  ETC. (a) All amounts to be
paid or deposited by the  Borrower or the  Servicer  hereunder  shall be paid or
deposited in accordance  with the terms hereof no later than noon (Chicago time)
on the day when due in lawful money of the United  States of America in same day
funds to the Lender's  Account.  All amounts  received after noon (Chicago time)
will be deemed to have been received on the immediately succeeding Business Day.

        (b)    The Borrower shall, to the extent permitted by law, pay interest
on any amount not paid or  deposited by the Borrower or Servicer to the Lender's
Account when due  hereunder,  at an interest  rate equal to 2.0% PER ANNUM above
the Base Rate, payable on demand.

        (c)     All  computations  of interest  under  SUBSECTION (b) above and
all computations of fees and other amounts  hereunder shall be made on the basis
of a year of 360  days for the  actual  number  of days  elapsed.  Whenever  any
payment  or  deposit  to be made  hereunder  shall be due on a day other  than a
Business  Day,  such  payment  or  deposit  shall be made no later than the next
succeeding  Business  Day and such  extension  of time shall be  included in the
computation of such payment or deposit.

        Section 1.7.  INCREASED COSTS.  (a) If the Lender,  any Participant or
any of their respective  Affiliates (each an "AFFECTED PERSON")  determines that
the  existence of or  compliance  with (i) any law or  regulation  or any change
therein or in the interpretation or application  thereof,  in each case adopted,
issued or  occurring  after the date hereof or (ii) any  request,  guideline  or
directive from any central bank or other Governmental  Authority (whether or not
having the force of law) issued or  occurring  after the date of this  Agreement
affects  or would  affect  the  amount of capital  required  or  expected  to be
maintained by such Affected Person and such Affected Person  determines that the
amount of such  capital  is  increased  by or based  upon the  existence  of any
commitment to make a Loan hereunder  then,  upon demand by such Affected  Person
(with a copy to the  Lender  if such  Affected  Person is not the  Lender),  the
Borrower shall  immediately pay to the Lender,  for the account of such Affected
Person,  from time to time as  specified  by such  Affected  Person,  additional
amounts  sufficient  to  compensate  such  Affected  Person in the light of such
circumstances,  to the extent that such Affected  Person  reasonably  determines
such  increase  in  capital  to be  allocable  to the  existence  of any of such
commitments;  PROVIDED that within 30 days of an Affected  Party's  knowledge of
any such  circumstance such Affected Party shall notify the Borrower of the same
and whether such Affected Party will request that the Borrower  indemnify it for
such  circumstance.  A

                                      -6-
<PAGE>

certificate as to such amounts  submitted to the Borrower and the Lender by such
Affected  Person  shall be  conclusive  and  binding  for all  purposes,  absent
manifest error.

        (b)     If, due to either (i) the introduction of or any change (other
than any  change  by way of  imposition  or  increase  of  reserve  requirements
referred to in SECTION 1.9) in or in the interpretation of any law or regulation
or (ii)  compliance with any guideline or request from any central bank or other
Governmental  Authority (whether or not having the force of law), there shall be
any increase in the cost to any Affected Person of funding or maintaining a Loan
or portion of a Loan in respect of which  interest is computed by  reference  to
the Cost of Funds, then, upon demand by such Affected Person, the Borrower shall
immediately  pay to such  Affected  Person,  from  time  to  time as  specified,
additional  amounts  sufficient  to  compensate  such  Affected  Person for such
increased costs;  PROVIDED that within 30 days of an Affected Party's  knowledge
of any such  circumstance  such Affected  Party shall notify the Borrower of the
same and whether such Affected Party will request that the Borrower indemnify it
for  such  circumstance.  A  certificate  as to such  amounts  submitted  to the
Borrower  by such  Affected  Person  shall be  conclusive  and  binding  for all
purposes, absent manifest error.

        Section 1.8.  ADDITIONAL  INTEREST ON LOANS BEARING  INTEREST BASED ON
COST OF FUNDS.  The Borrower shall pay to any Affected  Person,  so long as such
Affected Person shall be required under regulations of the Board of Governors of
the Federal  Reserve System to maintain  reserves with respect to liabilities or
assets  consisting  of  or  including  "Eurocurrency  Liabilities",   additional
interest on the Loan during each Interest Period in respect of which interest is
computed by reference to the Cost of Funds, for such Interest Period,  at a rate
per annum  equal at all  times  during  such  Interest  Period to the  remainder
obtained by subtracting (i) the Cost of Funds for such Interest Period from (ii)
the rate obtained by dividing such Cost of Funds referred to in CLAUSE (i) above
by that percentage  equal to 100% minus the Eurodollar  Rate Reserve  Percentage
for such Interest  Period,  payable on each date on which interest is payable on
the  applicable  Portion  of  Investment;  PROVIDED  that  within  30 days of an
Affected Party's  knowledge of any such  circumstance  such Affected Party shall
notify the  Borrower of the same and whether  such  Affected  Party will request
that the Borrower indemnify it for such circumstance.  Such additional  interest
shall be determined by the Affected Person and notified to the Borrower  through
the Lender.  A  certificate  as to such  additional  interest  submitted  to the
Borrower  by the  Affected  Person  shall  be  conclusive  and  binding  for all
purposes, absent manifest error.

        Section  1.9.  REQUIREMENTS  OF LAW.  In the event  that any  Affected
Person  determines  that  the  existence  of or  compliance  with (i) any law or
regulation  or any  change  therein  or in  the  interpretation  or  application
thereof, in each case adopted, issued or occurring after the date hereof or (ii)
any request,  guideline or directive from any central bank or other Governmental
Authority (whether or not having the force of law) issued or occurring after the
date of this Agreement:

                (i)     does or shall subject such  Affected  Person to any tax
        of any kind whatsoever  with respect to this Agreement,  any increase in
        the  Total  Outstanding  Principal  relating  thereto,  or does or shall
        change the basis of  taxation of  payments  to such  Affected  Person on
        account of Collections,  interest or any other amounts payable hereunder
        (excluding  taxes

                                      -7-

<PAGE>

        imposed on the overall net income of such Affected Person, and franchise
        taxes imposed on such Affected  Person,  by the  jurisdiction  under the
        laws  of  which  such  Affected  Person  is  organized  or  a  political
        subdivision thereof);

                (ii)    does or shall  impose,  modify  or hold  applicable  any
        reserve, special deposit, compulsory loan or similar requirement against
        assets held by, or deposits or other  liabilities  in or for the account
        of  advances  or loans by,  or other  credit  extended  by, or any other
        acquisition  of funds by, any office of such  Affected  Person which are
        not otherwise  included in the determination of the Cost of Funds or the
        Base Rate hereunder; or

                (iii)   does or shall impose on such Affected Person any other
        condition;

and the  result  of any of the  foregoing  is (x) to  increase  the cost to such
Affected Person of making a Loan, or of agreeing to fund or maintain any Loan or
(y) to reduce any amount receivable  hereunder (whether directly or indirectly),
then, in any such case,  upon demand by such Affected  Person the Borrower shall
pay such Affected  Person any additional  amounts  necessary to compensate  such
Affected Person for such additional cost or reduced amount receivable.  All such
amounts shall be payable as incurred. A certificate from such Affected Person to
the  Borrower  certifying,   in  reasonably  specific  detail,  the  basis  for,
calculation of, and amount of such additional costs or reduced amount receivable
shall be conclusive in the absence of manifest error; PROVIDED, however, that no
Affected  Person shall be required to disclose any  confidential or tax planning
information in any such certificate.

        Section 1.10.  INABILITY TO DETERMINE COST OF FUNDS. In the event that
the Lender shall have  determined  prior to the first day of any Interest Period
(which determination shall be conclusive and binding upon the parties hereto) by
reason of circumstances  affecting the interbank  Eurodollar market,  either (a)
dollar deposits in the relevant amounts and for the relevant Interest Period are
not available,  (b) adequate and reasonable  means do not exist for ascertaining
the Cost of Funds for such Interest  Period or (c) the Cost of Funds  determined
pursuant  hereto  does  not  accurately  reflect  the  cost  to the  Lender  (as
conclusively  determined  by the  Lender) of  maintaining  any Loan  during such
Interest  Period,  the Lender  shall  promptly  give  telephonic  notice of such
determination,  confirmed in writing,  to the Borrower prior to the first day of
such Interest  Period.  Upon delivery of such notice (a) no Loan or portion of a
Loan shall be funded  thereafter at the Bank Rate determined by reference to the
Cost of Funds,  unless  and until the  Lender  shall  have  given  notice to the
Borrower  that the  circumstances  giving rise to such  determination  no longer
exist, and (b) with respect to any outstanding  Loans or portions of a Loan then
funded at the Bank Rate determined by reference to the Cost of Funds,  such Bank
Rate shall  automatically  be converted to the Bank Rate determined by reference
to the  Base  Rate at the  respective  last  days of the  then-current  Interest
Periods relating to such Loans or portions of a Loan.

        Section 1.11.   FUNDING  LOSSES.  In the event that any Affected Person
shall  incur any loss or expense  (including,  without  limitation,  any loss or
expense  incurred by reason of the  liquidation or  reemployment  of deposits or
other funds acquired by such Affected  Person to make or maintain any Loan) as a
result of (i) any  settlement  with  respect  to any Loan  being made on any day
other than

                                       -8-
<PAGE>

the  applicable  Payment Date with respect  thereto,  or (ii) any Loan not being
made in accordance with a request therefor under SECTION 1.2(a), then, within 30
days of written notice from such Affected Person to Borrower, Borrower shall pay
to such Affected Person the amount of such loss or expense.  Such written notice
(which shall include calculations in reasonable detail) shall, in the absence of
manifest error, be conclusive and binding upon the Borrower.

                                   ARTICLE II.

                                    THE NOTE

        Section 2.1.  NOTE.  The Loans shall be evidenced by a promissory  note
(as from time to time supplemented,  extended,  amended or replaced, the "NOTE")
in form and substance acceptable to the Lender,  dated the date hereof,  payable
to the order of Lender in the maximum  principal  amount of $60,000,000  (or, if
less,  in the  aggregate  unpaid  principal  amount of all of the  Loans) on the
Maturity  Date.  Principal  of the Loans  shall be paid from time to time as set
forth in SECTION 2.3. The Lender shall record in its records the date and amount
of each Loan made  hereunder,  the  interest  rate with  respect  thereto,  each
repayment thereof, and the other information provided for thereon. The aggregate
unpaid principal amount so recorded shall be rebuttable  presumptive evidence of
the principal  amount owing and unpaid on the Note. The failure so to record any
such  information or any error in so recording any such  information  shall not,
however,  limit or otherwise affect the actual obligations of Borrower hereunder
or under the Note to repay the principal amount of all Loans,  together with all
interest accruing thereon, as set forth in this Agreement.

        Section 2.2.  INTEREST ON LOANS.

        (a)     INTEREST RATES. Each Loan shall accrue interest during each
Collection Period at the Bank Rate.

        (b)     INTEREST PAYMENT DATES.  Interest accrued on each Loan shall be
paid, without limitation:

                (i)     on the Maturity Date;

                (ii)    on each Payment Date;

                (iii)   on or before the last day of each Interest Period;

                (iv)    on the date of any prepayment,  in whole or in part, of
        the  outstanding  principal of such Loan pursuant to SECTIONS  2.3(b) to
        the extent of the amount being prepaid; and

                (v)     on the date of the Maturity Date of any Loan which is
        accelerated pursuant to SECTION 3.2.

                                       -9-
<PAGE>

        (c)     PAYMENT FROM COLLECTION ACCOUNT.  Interest may be paid from
amounts on deposit in the Collection Account.

        Section 2.3.  REPAYMENTS  AND  PREPAYMENTS.  Borrower  shall  repay in
full the  unpaid  principal  amount of each  Loan on the  Maturity  Date.  Prior
thereto, Borrower:

        (a)     may,  from time to time on any  Business  Day with  respect  to
any Loan, make a prepayment,  in whole or in part, of the outstanding  principal
amount of any such Loan; PROVIDED, HOWEVER, that

                (i)     all such  voluntary  prepayments shall  require at least
        one (1) but no more than ten (10) Business Days' prior written notice to
        the Lender; and

                (ii)    all such voluntary partial  prepayments shall be in
        a minimum amount of $1,000,000 and an integral multiple of $100,000, and
        the Total  Outstanding  Principal after giving effect to such prepayment
        shall be not less than $2,000,000;

        (b)     shall,  on each  date when any reduction  in the  Facility Limit
becomes effective  pursuant to SECTION 2.5, make a prepayment of the Loans in an
amount  equal to the excess,  if any,  of the  aggregate  outstanding  principal
amount of the Loans over the Facility Limit as so reduced; and

        (c)     shall,  immediately  upon any  acceleration of the Maturity Date
of any Loans pursuant to SECTION 3.2, repay such Loans.

        Each such prepayment (i) shall be subject to the payment of any amounts
required by Section 1.11  resulting from a prepayment or payment of a Loan prior
to the Payment Date with respect  thereto,  and (ii) may be made from amounts on
deposit in the Collection Account.

        Section 2.4.  GENERAL  PROCEDURES.  No outstanding  principal  shall be
considered  reduced by any  allocation,  setting  aside or  distribution  of any
portion  of  Collections  unless  such  Collections  shall  have  been  actually
delivered to the Lender for the purpose of paying such  principal.  No principal
or  interest  shall be  considered  paid by any  distribution  of any portion of
Collections if at any time such  distribution  is rescinded or must otherwise be
returned  for any reason.  No  provision  of this  Agreement  shall  require the
payment or permit the collection of interest in excess of the maximum  permitted
by applicable law.

        Section 2.5.  REDUCTION IN FACILITY  LIMIT.  The unused  portion of the
Facility  Limit may be  decreased  by an amount of  $10,000,000  or any integral
multiple of  $1,000,000 in excess  thereof upon 10 Business  Days' prior written
notice by Borrower to the Lender;  PROVIDED the Facility Limit shall in no event
be less than $10,000,000.

                                      -10-

<PAGE>

        Section 2.6.  CHARACTERIZATION OF NOTE. Borrower and the Lender agree
to treat  the Note for  Federal,  state  and  local  income  and  franchise  tax
purposes, and for book purposes, as indebtedness only of Borrower.


                                   ARTICLE III.

          REPRESENTATIONS AND WARRANTIES; COVENANTS; EVENTS OF DEFAULT

        Section 3.1.  REPRESENTATIONS AND WARRANTIES;  COVENANTS.  Each of the
Borrower,  AFC and the Servicer hereby makes the representations and warranties,
and hereby agrees to perform and observe the covenants of such Person, set forth
in EXHIBITS III and IV, respectively hereto.

        Section 3.2.  EVENTS OF DEFAULT; REMEDIES.

        (a)     OPTIONAL ACCELERATION.  Upon the occurrence of any Event of
Default set forth in EXHIBIT V hereto (other than an Event of Default  described
in  SUBSECTION  (g) of EXHIBIT V), the Lender may declare  that the  Termination
Date has  occurred  and the  unpaid  principal  amount of the Note to be due and
payable  immediately,  by a notice in  writing  to  Borrower,  and upon any such
declaration, the Termination Date shall occur and such principal amount shall be
immediately  due and  payable,  together  with all accrued  and unpaid  interest
thereon,  without presentment,  demand, protest or other notice of any kind, all
of which are hereby waived by Borrower.

        (b)     AUTOMATIC ACCELERATION.  Upon the occurrence of an Event of
Default  described in SUBSECTION  (g) of EXHIBIT V, the  Termination  Date shall
occur   automatically  and  the  unpaid  principal  amount  of  the  Note  shall
automatically  become due and  payable,  together  with all  accrued  and unpaid
interest thereon,  without presentment,  demand,  protest or notice of any kind,
all of which are hereby waived by the Borrower.

        (c)     ADDITIONAL REMEDIES.  Upon any acceleration of the Note pursuant
to this  SECTION  3.2, no Loans  thereafter  will be made,  and the Lender shall
have,  in addition to all other  rights and  remedies  under this  Agreement  or
otherwise,  all  other  rights  and  remedies  provided  under  the  UCC of each
applicable  jurisdiction  and other  applicable  laws to a secured party,  which
rights  shall  be  cumulative,  including,  without  limitation,  the  right  to
foreclose upon the  Collateral and sell all or any portion  thereof at public or
private sale (and  Borrower  agrees that, to the extent that notice of such sale
is  required,  notice 10 days (or such lesser  period as may be agreed to by the
Lender)  prior to such sale  shall be  adequate  and  reasonable  notice for all
purposes).

                                   ARTICLE IV.

                                 INDEMNIFICATION

        Section 4.1. INDEMNITIES BY THE BORROWER.  Without limiting any other
rights that the Lender or any of their respective Affiliates, employees, agents,
successors,  transferees  or assigns  (each,  an

                                      -11-

<PAGE>

"INDEMNIFIED  PARTY") may have hereunder or under  applicable  law, the Borrower
hereby agrees to indemnify each  Indemnified  Party from and against any and all
claims,  damages,  expenses,  losses and liabilities  (including Attorney Costs)
(all of the foregoing being collectively  referred to as "INDEMNIFIED  AMOUNTS")
arising out of or resulting from this Agreement or other  Transaction  Documents
(whether  directly or  indirectly)  or the funding of the Loans or in respect of
any Receivable regardless of whether any such Indemnified Amounts result from an
Indemnified Party's negligence or strict liability or other acts or omissions of
an Indemnified Party, excluding,  however, (a) Indemnified Amounts to the extent
resulting  from  gross  negligence  or  willful  misconduct  on the part of such
Indemnified  Party,  or (b) any  overall  net income  taxes or  franchise  taxes
imposed on such Indemnified  Party by the  jurisdiction  under the laws of which
such  Indemnified  Party is  organized  or any  political  subdivision  thereof.
Without  limiting  or  being  limited  by  the  foregoing,  and  subject  to the
exclusions set forth in the preceding sentence, the Borrower shall pay on demand
to each  Indemnified  Party any and all  amounts  necessary  to  indemnify  such
Indemnified  Party from and against any and all Indemnified  Amounts relating to
or resulting from any of the following:

                (i)     the  failure of any  Financed Vehicle to be an Eligible
        Vehicle on the related  Financing  Date, the failure of any  information
        contained  in a Portfolio  Certificate  to be true and  correct,  or the
        failure of any other information  provided to the Lender with respect to
        Receivables or this Agreement to be true and correct;

                (ii)    the  failure  of  any   representation  or  warranty  or
        statement  made or deemed made by the Borrower (or any of its  officers)
        under or in  connection  with this  Agreement  or any other  Transaction
        Document to have been true and correct in all respects when made;

                (iii)   the  failure  by  the   Borrower  to  comply  with  any
        applicable law, rule or regulation with respect to any Receivable or the
        Isuzu Loan  Documents;  or the failure of any  Receivable or the related
        Isuzu Loan  Documents  to conform to any such  applicable  law,  rule or
        regulation;

                (iv)    the failure to vest and maintain vested in the Lender a
        first priority perfected  security interest in the Collateral,  free and
        clear of any Adverse  Claim,  other than an Adverse Claim arising solely
        as a result of an act of the  Lender,  whether  existing at the time any
        Loan is made hereunder or at any time thereafter;

                (v)     the  failure  to  have  filed, or any  delay in  filing,
        financing statements or other similar instruments or documents under the
        UCC of any applicable jurisdiction or other applicable laws with respect
        to any item of Collateral,  whether at the time of any Loan hereunder or
        at any subsequent time;

                (vi)    any  dispute,  claim,  offset  or  defense  (other  than
        discharge in bankruptcy of the Obligor) of the Obligor to the payment of
        any Receivable (including,  without limitation,  a defense based on such
        Receivable  or the Isuzu  Loan  Documents  not being a legal,  valid and
        binding obligation of such Obligor  enforceable against it in accordance
        with its terms),  or any other claim  resulting  from or relating to the
        transaction giving rise to such Receivable

                                      -12-

<PAGE>

        or relating to collection activities with respect to such Receivable (if
        such collection  activities were performed by the Borrower or any of its
        Affiliates acting as Servicer or by any agent or independent  contractor
        retained by the Borrower or any of its Affiliates);

                (vii)   any failure of the Borrower to perform its duties or
        obligations in accordance with the provisions hereof;

                (viii)  any products  liability or other claim,  investigation,
        litigation  or  proceeding  arising  out of or in  connection  with  the
        Financed  Vehicles,  other  goods,  insurance  or services  that are the
        subject of or secure any Receivable;

                (ix)   the  commingling  of  Collections  of  Receivables at any
        time with other funds;

                (x)     any  investigation,  litigation  or proceeding  related
        to this  Agreement  or the  funding  of the Loans or in  respect  of any
        Receivable or other item of Collateral or the Isuzu Loan Documents;

                (xi)    any  reduction  in the Total  Outstanding  Principal as
        a result of the distribution of Collections  pursuant to SECTION 1.4(d),
        in  the  event  that  all  or a  portion  of  such  distributions  shall
        thereafter be rescinded or otherwise must be returned for any reason; or

                (xii)   any tax or  governmental  fee or charge  (other than any
        tax upon or measured by net income or gross receipts),  all interest and
        penalties   thereon  or  with  respect   thereto,   and  all  reasonable
        out-of-pocket  costs and  expenses,  including the  reasonable  fees and
        expenses of counsel in  defending  against the same,  which may arise by
        reason of funding or maintaining the Loans.

        If for any reason the  indemnification  provided  above in this  SECTION
4.1 is  unavailable  to an  Indemnified  Party or is  insufficient  to hold such
Indemnified  Party  harmless,   then  the  Borrower  shall  contribute  to  such
Indemnified  Party the amount otherwise  payable by such Indemnified  Party as a
result of such loss, claim,  damage or liability to the maximum extent permitted
under applicable law.

        Section  4.2.  INDEMNITIES  BY SERVICER.  Without  limiting any other
rights which any such person may have hereunder under  applicable law,  Servicer
hereby agrees to indemnify each Indemnified Party, forthwith on demand, from and
against  any and  all  Indemnified  Amounts,  regardless  of  whether  any  such
Indemnified  Amounts  result from an  Indemnified  Party's  negligence or strict
liability or other acts or omissions of an Indemnified Party, awarded against or
incurred by any of them arising out of or relating to:

                (i)     the failure of any Receivable to be an Eligible
        Receivable  as of  the  related  Financing  Date,  the  failure  of  any
        information contained in a Portfolio Certificate to be true and correct,
        or the  failure of any other  information  provided  to the Lender  with
        respect to Receivables or this Agreement to be true and correct;

                                      -13-

<PAGE>

                (ii)    any  representation or warranty  made by AFC under or in
        connection with any Transaction  Document in its capacity as Servicer or
        any  information  or  report  delivered  by or on  behalf  of AFC in its
        capacity  as  Servicer  pursuant  hereto,  which  shall have been false,
        incorrect  or  misleading  in any  material  respect when made or deemed
        made;

                (iii)   the failure by AFC,  in its  capacity  as  Servicer,  to
        comply with any applicable law, rule or regulation  (including  truth in
        lending, fair credit billing, usury, fair credit reporting, equal credit
        opportunity, fair debt collection practices and privacy) with respect to
        any Receivable or the Isuzu Loan Documents; or

                (iv)    any failure of Servicer to perform its duties, covenants
        and  obligations in accordance  with the  applicable  provisions of this
        Agreement.

        If for any reason the  indemnification  provided  above in this SECTION
4.2 is  unavailable  to an  Indemnified  Party or is  insufficient  to hold such
Indemnified  Party harmless,  then Servicer shall contribute to such Indemnified
Party the amount otherwise payable by such Indemnified Party as a result of such
loss,  claim,  damage  or  liability  to  the  maximum  extent  permitted  under
applicable law.


                                  ARTICLE V.

                         ADMINISTRATION AND COLLECTIONS

        Section 5.1.  APPOINTMENT  OF SERVICER. (a) The servicing, administering
and collection of the Receivables shall be conducted by the Person so designated
from time to time as Servicer in  accordance  with this SECTION  5.1.  Until the
Lender gives notice to the  Borrower and the Servicer (in  accordance  with this
SECTION 5.1) of the designation of a new Servicer,  AFC is hereby designated as,
and  hereby  agrees to  perform  the duties  and  obligations  of, the  Servicer
pursuant to the terms hereof.  Upon the  occurrence of an Event of Default,  the
Lender may  designate as Servicer any Person  (including  itself) to succeed the
Servicer or any successor Servicer,  on the condition in each case that any such
Person so designated  shall agree to perform the duties and  obligations  of the
Servicer pursuant to the terms hereof.

        (b)     Upon the  designation  of a successor  Servicer  as set forth in
SECTION 5.1(a) hereof, the Servicer agrees that it will terminate its activities
as Servicer  hereunder in a manner which the Lender  determines  will facilitate
the transition of the  performance of such  activities to the new Servicer,  and
the Servicer shall cooperate with and assist such new Servicer. Such cooperation
shall include (without  limitation) access to and transfer of records and use by
the new Servicer of all licenses, hardware or software necessary or desirable to
collect the  Receivables  and any Related  Security;  PROVIDED,  HOWEVER,  that,
notwithstanding anything to the contrary herein,  Servicer's grant of a license,
further described below, to the Lender or any new Servicer,  shall be a limited,
non-exclusive,  non-transferable,  non-assignable,  license  to  access  and use
(reproduce,  transmit,  display and perform) the software  developed by Servicer
commonly  known as "COSMOS,"  residing on

                                      -14-

<PAGE>

Servicer's server computer commonly known as "AFC1," (or any successor  software
or hardware used by the Servicer)  via either  Servicer's,  Lender's or such new
Servicer's  workstations,  at the Lender's discretion (the "LICENSED  SOFTWARE")
solely for the limited  purpose of collecting on the Receivables and any Related
Security. No license or right to use, reproduce,  distribute,  display publicly,
perform  publicly,  transmit  or create  derivative  works based upon any of the
Licensed Software is granted to either the Lender or any new Servicer, except as
expressly provided in this paragraph.  Neither Lender nor any new Servicer shall
or permit any third party to, translate, reverse engineer, decompile, recompile,
update or modify all or any part of the Licensed Software.

        (c)     The Servicer acknowledges that, in making their decision to
execute  and deliver  this  Agreement,  the Lender has relied on the  Servicer's
agreement to act as Servicer hereunder. Accordingly, the Servicer agrees that it
will not voluntarily resign as Servicer.

        (d)     The Servicer may delegate its duties and  obligations  hereunder
to any  subservicer  (each,  a  "SUB-SERVICER");  provided  that,  in each  such
delegation,  (i) such Sub-Servicer  shall agree in writing to perform the duties
and obligations of the Servicer pursuant to the terms hereof,  (ii) the Servicer
shall remain  primarily  liable to the Lender for the  performance of the duties
and  obligations so delegated,  (iii) the Borrower and the Lender shall have the
right to look solely to the Servicer for such  performance and (iv) the terms of
any agreement with any Sub-Servicer  shall provide that the Lender may terminate
such agreement upon the  termination of the Servicer in accordance  with SECTION
5.1(a)  above  hereunder  by giving  notice  of its  desire  to  terminate  such
agreement to the Servicer (and the Servicer shall provide  appropriate notice to
such Sub-Servicer).

        Section 5.2.  DUTIES OF SERVICER.  (a) The Servicer shall take or cause
to be taken all such action as may be  necessary  or  advisable  to collect each
Receivable  from time to time, all in accordance  with this  Agreement,  the
other  Transaction  Documents  (including,  without  limitation,  the Isuzu Loan
Documents) and all applicable laws, rules and regulations,  with reasonable care
and diligence. The Borrower shall deliver to the Servicer and the Servicer shall
hold for the benefit of the  Borrower  and the Lender in  accordance  with their
respective  interests,  all records and documents  (including without limitation
computer  tapes or  disks)  with  respect  to each  Receivable.  Notwithstanding
anything to the contrary contained herein, the Lender may direct the Servicer to
commence or settle any legal action to enforce  collection of any  Receivable or
to foreclose upon or repossess any Related Security;  PROVIDED, HOWEVER, that no
such direction may be given unless an Event of Default has occurred.

        (b)     The Servicer's obligations hereunder shall terminate on the
Final Payout Date.

        After such  termination,  the Servicer  shall  promptly  deliver to the
Borrower all books,  records and related materials that the Borrower  previously
provided to the Servicer in connection with this Agreement.

        Section 5.3.  ESTABLISHMENT AND USE OF COLLECTION ACCOUNT.

                                      -15-

<PAGE>

        (a)     The  Servicer  agrees to  establish  the  Collection  Account on
or before the date of the first Loan hereunder.  The Collection Account shall be
used to accept and hold Collections and for such other purposes described in the
Transaction Documents.

        (b)     The  Servicer  agrees to  transfer ownership  and control of the
Collection  Account to the Borrower on or before the Closing Date.  The Borrower
agrees that if the Lender so requests it shall grant a valid perfected  security
interest  in the  Collection  Account to the Lender  pursuant  to  documentation
satisfactory to the Lender.

        (c)     Any  amounts  in the Collection  Account may be  invested by the
Collection Account Bank, at Servicer's direction,  in Permitted Investments,  so
long as Lender's interest in such Permitted Investments is perfected in a manner
satisfactory to Lender and such Permitted  Investments are subject to no Adverse
Claims.

        (d)     The Lender may  following any Event of  Default (or an Unmatured
Event of Default of the type  described  in  PARAGRAPH  (g) of EXHIBIT V) at any
time give notice to the  Collection  Account Bank that the Lender is  exercising
its  rights  under  the  Collection  Account  Agreement  to do any or all of the
following:  (i) to have the exclusive  ownership  and control of the  Collection
Account transferred to the Lender and to exercise exclusive dominion and control
over the  funds  deposited  therein  and (ii) to take any or all  other  actions
permitted  under the Collection  Account  Agreement.  The Borrower hereby agrees
that if the  Lender at any time  takes  any  action  set forth in the  preceding
sentence,  the Lender shall have  exclusive  control of the proceeds  (including
Collections)  of all  Receivables and the Borrower hereby further agrees to take
any other  action  that the  Lender may  reasonably  request  to  transfer  such
control.  Any proceeds of Receivables  received by the Borrower,  as Servicer or
otherwise,  thereafter  shall be sent  immediately  to the  Lender.  The parties
hereto  hereby  acknowledge  that if at any time the Lender takes control of the
Collection Account, the Lender shall not have any rights to the funds therein in
excess of the unpaid amounts due to the Lender or any other Person hereunder.

        (e)     Until the Final Payment Date, no funds may be withdrawn from the
Collection Account except in accordance with the terms of this Agreement.

        Section 5.4.  ENFORCEMENT RIGHTS. (a) At any time following the
occurrence of an Event of Default:

                (i)     the Lender may direct the Obligor that payment of all
        amounts  payable under any  Receivable be made directly to the Lender or
        its designee;

                (ii)    the Lender may  instruct the Borrower or the Servicer to
        give notice of the  Lender's  interest in  Receivables  to the  Obligor,
        which notice shall direct that  payments be made  directly to the Lender
        or its designee, and upon such instruction from the Lender, the Borrower
        or the Servicer, as applicable, shall give such notice at the expense of
        the Borrower; PROVIDED, that if the Borrower or the Servicer fails to so
        notify the Obligor, the Lender may so notify the Obligor; and

                                      -16-
<PAGE>

                (iii)   the Lender may request the  Borrower or the Servicer to,
        and upon such  request the  Borrower  or the  Servicer,  as  applicable,
        shall, (A) assemble all of the records necessary or desirable to collect
        the Receivables and the Related Security, and transfer or license to any
        new Servicer  the use of all software  necessary or desirable to collect
        the Receivables and the Related Security, and make the same available to
        the Lender or its  designee at a place  selected by the Lender,  and (B)
        segregate  all cash,  checks and other  instruments  received by it from
        time to time constituting Collections with respect to the Receivables in
        a manner acceptable to the Lender and, promptly upon receipt,  remit all
        such cash,  checks and instruments,  duly endorsed or with duly executed
        instruments of transfer, to the Lender or its designee.

        (b)     The Borrower hereby authorizes the Lender, and irrevocably
appoints the Lender as its attorney-in-fact  with full power of substitution and
with full authority in the place and stead of the Borrower, which appointment is
coupled with an interest,  to take any and all steps in the name of the Borrower
and on behalf of the Borrower  necessary or desirable,  in the  determination of
the Lender, to collect any and all amounts or portions thereof due under any and
all Receivables or Related Security,  including,  without limitation,  endorsing
the  name  of  the  Borrower  on  checks  and  other  instruments   representing
Collections and enforcing such Receivables,  Related Security and the Isuzu Loan
Documents.  The  Lender  shall  only  exercise  the  powers  conferred  by  this
SUBSECTION  (b) after the  occurrence  of an Event of  Default.  Notwithstanding
anything to the contrary  contained in this  SUBSECTION  (b), none of the powers
conferred  upon such  attorney-in-fact  pursuant  to this  SUBSECTION  (b) shall
subject such  attorney-in-fact  to any liability if any action taken by it shall
prove to be inadequate or invalid,  nor shall they confer any  obligations  upon
such attorney-in-fact in any manner whatsoever.

        Section 5.5. SERVICING FEE. The Servicer shall be paid a fee on each
Payment Date, solely through distributions contemplated by SECTION 1.4(d), equal
to (a) at any time AFC or an Affiliate of AFC is the  Servicer,  0.50% PER ANNUM
of the average Total Outstanding Principal during the related Collection Period,
and (b) at any  time a  Person  other  than  AFC or an  Affiliate  of AFC is the
Servicer, no more than 110% of the Servicer's cost of acting as Servicer.


                                   ARTICLE VI.

                                  MISCELLANEOUS

        Section 6.1. AMENDMENTS,  ETC. No amendment or waiver of any provision
of this  Agreement  or consent to any  departure  by the  Borrower  or  Servicer
therefrom shall be effective  unless in a writing signed by the Lender,  and, in
the case of any  amendment,  by the  Borrower  and the  Servicer  and then  such
amendment,  waiver or consent shall be effective  only in the specific  instance
and for the  specific  purpose  for which  given.  No failure on the part of the
Lender  to  exercise,  and no delay in  exercising,  any right  hereunder  shall
operate as a waiver  thereof;  nor shall any single or partial  exercise  of any
right hereunder  preclude any other or further  exercise thereof or the exercise
of any other right.

                                      -17-

<PAGE>

        Section  6.2.  NOTICES,  ETC.  All  notices  and other  communications
hereunder  shall,  unless  otherwise  stated herein,  be in writing (which shall
include facsimile communication) and sent or delivered, to each party hereto, at
its address set forth under its name on the  signature  pages  hereof or at such
other address as shall be  designated  by such party in a written  notice to the
other parties hereto. Notices and communications by facsimile shall be effective
when sent (and shall be  followed by hard copy sent by first  class  mail),  and
notices and communications sent by other means shall be effective when received.

        Section  6.3.  ASSIGNABILITY.  (a) This  Agreement  and the rights and
obligations of the Lender hereunder shall be assignable, in whole or in part, by
the Lender and its  successors  and  assigns;  PROVIDED,  HOWEVER,  that if such
assignment  is to any Person who is not an Affiliate  of the Lender,  the Lender
must receive the prior written  consent of the Borrower (which consent shall not
be unreasonably  withheld) Each assignor may, in connection with the assignment,
disclose to the applicable assignee any information  relating to the Borrower or
the Receivables furnished to such assignor by or on behalf of the Borrower.

        Upon the assignment by the Lender in accordance  with this SECTION 6.3,
the  assignee  receiving  such  assignment  shall  have all of the rights of the
Lender with respect to the Transaction  Documents and the Loans (or such portion
thereof as has been assigned).

        (b)     The  Lender may  at any time grant to one or more banks or other
institutions  (each  a  "PARTICIPANT")   participating   interests  or  security
interests  in the  Loans.  In the  event of any such  grant by the  Lender  of a
participating interest to a Participant, the Lender shall remain responsible for
the  performance of its  obligations  hereunder.  The Borrower  agrees that each
Participant  shall be entitled to the benefits of SECTIONS  1.8,  1.9,  1.10 and
1.11.

        (c)     Except as provided in SECTION 5.1(d), neither the Borrower nor
the Servicer may assign its rights or delegate its obligations  hereunder or any
interest herein without the prior written consent of the Lender.

        (d)     Without  limiting  any other  rights that may be available under
applicable  law,  the rights of the Lender may be enforced  through it or by its
agents.

        Section 6.4. COSTS,  EXPENSES AND TAXES. (a) In addition to the rights
of indemnification  granted under SECTION 4.1 hereof, the Borrower agrees to pay
on demand all reasonable  costs and expenses in connection with the preparation,
execution,   delivery  and  administration   (including   periodic  auditing  of
Receivables)  of this  Agreement,  the Purchase and Sale Agreement and the other
documents and  agreements to be delivered  hereunder or in connection  herewith,
including all reasonable costs and expenses  relating to the amending,  amending
and restating,  modifying or supplementing  of this Agreement,  the Purchase and
Sale Agreement and the other documents and agreements to be delivered  hereunder
or in  connection  herewith  and the  waiving  of any  provisions  thereof,  and
including in all cases,  without limitation,  Attorney Costs for the Lender, the
Lender and their respective  Affiliates and agents with respect thereto and with
respect to advising the Lender and its  Affiliates and agents as to their rights
and remedies under this Agreement and the other

                                      -18-

<PAGE>

Transaction Documents,  and all reasonable costs and expenses, if any (including
Attorney Costs), of the Lender and its Affiliates and agents, in connection with
the enforcement of this Agreement and the other Transaction Documents.

        (b)     In addition, the Borrower shall pay on demand any and all stamp
and other taxes and fees payable in  connection  with the  execution,  delivery,
filing and recording of this  Agreement or the other  documents or agreements to
be delivered hereunder,  and agrees to save each Indemnified Party harmless from
and against  any  liabilities  with  respect to or  resulting  from any delay in
paying or omission to pay such taxes and fees.

        Section 6.5. CONFIDENTIALITY.  Unless otherwise required by applicable
law or already  known by the  general  public or the third  party to which it is
disclosed, the Borrower agrees to maintain the confidentiality of this Agreement
and the other  Transaction  Documents (and all drafts thereof) in communications
with third parties and otherwise;  PROVIDED that this Agreement may be disclosed
to (a) third parties to the extent such disclosure is made pursuant to a written
agreement of  confidentiality in form and substance  reasonably  satisfactory to
the Lender,  (b) the Borrower's legal counsel and auditors if they agree to hold
it  confidential,  or (c) American  Isuzu  Motors Inc. to the extent  reasonably
deemed  necessary by Servicer or Borrower so long as American  Isuzu Motors Inc.
agrees to hold it confidential.

        Section 6.6. GOVERNING LAW AND JURISDICTION.  (a) THIS AGREEMENT SHALL
BE  GOVERNED  BY, AND  CONSTRUED  IN  ACCORDANCE  WITH,  THE LAW OF THE STATE OF
INDIANA  (WITHOUT  GIVING  EFFECT TO THE CONFLICT OF LAWS  PRINCIPLES  THEREOF),
EXCEPT  TO THE  EXTENT  THAT THE  PERFECTION  (OR THE  EFFECT OF  PERFECTION  OR
NON-PERFECTION)  OF THE INTERESTS OF THE LENDER IN THE COLLATERAL IS GOVERNED BY
THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF INDIANA.

        (b)     ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
MAY BE BROUGHT IN THE COURTS OF THE STATE OF INDIANA OR OF THE UNITED STATES FOR
THE  SOUTHERN  DISTRICT  OF  INDIANA,  AND BY  EXECUTION  AND  DELIVERY  OF THIS
AGREEMENT, EACH OF THE PARITES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF ITS
PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE PARTIES
HERETO  IRREVOCABLY  WAIVES,  TO  THE  MAXIMUM  EXTENT  PERMITTED  BY  LAW,  ANY
OBJECTION,  INCLUDING  ANY  OBJECTION  TO THE  LAYING  OF  VENUE OR BASED ON THE
GROUNDS  OF FORUM  NON  CONVENIENS,  WHICH IT MAY NOW OR  HEREAFTER  HAVE TO THE
BRINGING OF ANY ACTION OR  PROCEEDING  IN SUCH  JURISDICTION  IN RESPECT OF THIS
AGREEMENT OR ANY DOCUMENT  RELATED  HERETO.  EACH OF THE PARTIES WAIVES PERSONAL
SERVICE OF ANY  SUMMONS,  COMPLAINT OR OTHER  PROCESS,  WHICH MAY BE MADE BY ANY
OTHER MEANS PERMITTED BY INDIANA LAW.

                                      -19-

<PAGE>

        Section 6.7.  EXECUTION IN COUNTERPARTS. This Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed to
be an original and all of which when taken together shall constitute one and the
same agreement.

        Section 6.8.  SURVIVAL OF TERMINATION.  The provisions of SECTIONS 1.7,
1.8,  1.9,  1.10,  1.11,  4.1,  4.2,  6.4,  6.5,  6.6 and 6.9 shall  survive any
termination of this Agreement.

        Section  6.9.  WAIVER OF JURY  TRIAL.  EACH  PARTY  HERETO  WAIVES ITS
RESPECTIVE  RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON
OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED
HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY
OF THE  PARTIES  AGAINST ANY OTHER PARTY OR  PARTIES,  WHETHER  WITH  RESPECT TO
CONTRACT  CLAIMS,  TORT CLAIMS OR OTHERWISE.  EACH OF THE PARTIES  HERETO AGREES
THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A
JURY. WITHOUT LIMITING THE FOREGOING,  EACH OF THE PARTIES HERETO FURTHER AGREES
THAT ITS  RESPECTIVE  RIGHT TO A TRIAL BY JURY IS  WAIVED BY  OPERATION  OF THIS
SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE
OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS AGREEMENT OR ANY
PROVISION  HEREOF.  THIS  WAIVER  SHALL  APPLY  TO  ANY  SUBSEQUENT  AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT.

        Section 6.10.  ENTIRE  AGREEMENT.  This Agreement  embodies the entire
agreement and understanding  between the parties hereto and supersedes all prior
or  contemporaneous  agreements and  understandings  of such Persons,  verbal or
written, relating to the subject matter hereof and thereof, except for any prior
arrangements  made  with  respect  to the  payment  by  the  Lender  of (or  any
indemnification  for) any fees,  costs or expenses payable to or incurred (or to
be incurred) by or on behalf of the Borrower, the Servicer and the Lender.

        Section  6.11.  HEADINGS.  The captions and  headings of this Agreement
and in any  Exhibit  hereto  are for  convenience  reference  only and shall not
affect the interpretation hereof or thereof.

                                      -20-

<PAGE>


         IN WITNESS  WHEREOF,  the  parties  have caused  this  Agreement  to be
executed by their respective officers thereunto duly authorized,  as of the date
first above written.


                                     AFC AIM CORPORATION, as Borrower


                                     By:   /s/ Curtis L. Phillips
                                        ---------------------------------
                                           Name: Curtis L. Phillips
                                           Title: EVP, CFO, Treas

                                           310 East 96th Street, Suite 320
                                           Indianapolis, Indiana 46240

                                           Attention: Curtis Phillips
                                           Telephone: (317) 815-9751
                                           Facsimile: (317) 815-9650



                                     AUTOMOTIVE FINANCE CORPORATION, as Servicer


                                     By:   /s/ Curtis L. Phillips
                                        ---------------------------------
                                           Name: Curtis L. Phillips
                                           Title: EVP,CFO, Treas

                                           310 East 96th Street, Suite 300
                                           Indianapolis, Indiana 46240

                                           Attention: Curtis L. Phillips
                                           Telephone: (317) 815-9751
                                           Facsimile: (317) 815-9650


                                      S-1           Loan and Servicing Agreement

<PAGE>



STATE OF Indiana
         ------------

COUNTY OF Marion
          -----------

         Before me the  undersigned,  a Notary Public in and for the said County
and State, personally appeared the above-referred officer of AFC AIM Corporation
who  acknowledged  the  execution  of the  power  of  attorney  granted  in this
Agreement this 22 of December, 2000.




                                                        Notary Public-State of
                                                        Indiana My Commission
                                                      Expires: November 11, 2007
/s/ Gina J. Cook              My Commission Expires:  --------------------------
-------------------------
(Notary Public Signature)


Gina J. Cook                  My County of Residence: Boone
-------------------------                             --------------------------
(Printed Name)


<PAGE>
                                            BANK OF MONTREAL, as Lender


                                            By:          /s/ Kanu Modi
                                               ---------------------------------
                                                     Name: Kanu Modi
                                                     Title: Director


                                                     BANK OF MONTREAL
                                                     115 S.  LaSalle Street
                                                     Floor 12W
                                                     Chicago, Illinois 60603
                                                     Attention: Kanu Modi
                                                     Telephone:  (312) 750-3891
                                                     Facsimile:  (312) 750-6057




                                      S-2           Loan and Servicing Agreement



<PAGE>


                                    EXHIBIT I

                                   DEFINITIONS


         As used in the Agreement (including its Exhibits),  the following terms
shall have the following  meanings  (such  meanings to be equally  applicable to
both the  singular  and plural  forms of the terms  defined).  Unless  otherwise
indicated,  all Section,  Annex, Exhibit and Schedule references in this Exhibit
are to Sections of and Annexes, Exhibits and Schedules to the Agreement.

                  "ADESA" means ADESA Corporation, an Indiana corporation.

                  "ADJUSTMENT AMOUNT" has the meaning set forth in SECTION
 1.2(b).

                  "ADVANCE"  has the  meaning  set  forth  in  Section  1 of the
Promissory Note and Security Agreement.

                  "ADVERSE  CLAIM"  means a lien,  security  interest  or  other
charge or encumbrance,  or any other type of preferential arrangement,  it being
understood that a lien, security interest or other charge or encumbrance, or any
other  type of  preferential  arrangement,  in favor  of the  Lender  shall  not
constitute an Adverse Claim.

                  "AFC"  has the  meaning  set  forth  in the  Preamble  to this
Agreement.

                   "AFC  FINANCED  AMOUNT"  means,  with respect to any Financed
Vehicle,  the amount of any Advance made by AFC to finance such  vehicle,  MINUS
the Lender Financed Amount with respect to such Financed Vehicle.

                  "AFFECTED PERSON" has the meaning set forth in SECTION 1.7.

                  "AFFILIATE"  means,  as to any Person,  any other Person that,
directly or  indirectly,  is in control of, is  controlled by or is under common
control with such Person or is a director or officer of such Person.

                  "APPLICABLE  MARGIN"  has the  meaning  set  forth  in the Fee
Letter.

                  "ALLETE" means Minnesota Power, Inc., a Minnesota corporation
doing business as "Allete, Inc."

                  "ATTORNEY COSTS" means and includes all fees and disbursements
of any law firm or other external  counsel,  and all  disbursements  of internal
counsel.

                                      I-1
<PAGE>


                  "BAILMENT   AGREEMENT"  means  each  Bailment   Agreement  and
Acknowledgment  of Bailor's  Security  Interest  between  AFC, the Obligor and a
bailee,  in substantially  the form attached to the Promissory Note and Security
Agreement  as Exhibit D, as the same may be amended,  supplemented  or otherwise
modified from time to time in accordance herewith.

                  "BANK  RATE" for any  Interest  Period  for any Loan  means an
interest rate PER ANNUM equal to the  Applicable  Margin above the Cost of Funds
for such Interest Period; provided, however, that in the case of

                           (i)     any Interest  Period on or prior to the first
                  day on which the Lender determines that the introduction of or
                  any  change  in  or  in  the  interpretation  of  any  law  or
                  regulation  makes it  unlawful,  or any central  bank or other
                  Governmental  Authority  asserts that it is unlawful,  for the
                  Lender to fund any Loan  based on the Cost of  Funds,  and the
                  Lender  shall  not  have  subsequently  determined  that  such
                  circumstances no longer exist,

                           (ii)    any  Interest  Period as to which (i) the
                  Lender  does not receive  notice,  by no later than 12:00 noon
                  (Chicago  time) on the first day of such Interest  Period that
                  the  Borrower  desires  that  such  Loan be funded at the Bank
                  Rate, or

                           (iii)   any Loan in an amount less than $1,000,000,

the "BANK RATE" for each such  Interest  Period  shall be an  interest  rate per
annum  equal to the Base  Rate in effect  on each day of such  Interest  Period.
Notwithstanding the foregoing, the "BANK RATE" for each day in a Interest Period
occurring  during the  continuance  of an Event of Default  shall be an interest
rate equal to 2% PER ANNUM above the Base Rate in effect on such day.

                  "BANKRUPTCY CODE" means the United States  Bankruptcy Reform
Act of 1978 (11 U.S.C. Section 101, ET SEQ.), as amended from time to time.

                  "BASE RATE" means for any day, a fluctuating interest rate per
annum as shall be in effect from time to time,  which rate shall be at all times
equal to the rate of  interest  most  recently  announced  by  Harris  Trust and
Savings Bank in Chicago, Illinois as its prime commercial rate for United States
loans made in the United States.

                  "BATCH" has the meaning set forth in SECTION 1.4(c)(iii).

                  "BLACK  BOOK"  means  the  Official  Used  Truck and Van Guide
Semi-monthly  Publication,  SouthEast  Edition,  published by Hearst  Publishing
Company, or any successor publication.

                  "BLACK BOOK VALUE" of any vehicle or vehicle  model means,  as
of any  date of  determination,  the  "average"  vehicle  book  value  (with  no
additions  or  deductions  for  equipment or mileage) of such vehicle or vehicle
model as reported in the Black Book in effect on such date of


                                      I-2

<PAGE>

determination.  The "Black Book Value" of any  Financed  Vehicle  Pool as of any
date of  determination  shall be  calculated as the sum of the Black Book Values
for all Financed Vehicles included in such Financed Vehicle Pool on such date of
determination.

                  "BORROWER"  has the meaning  set forth in the  preamble to the
Agreement.

                  "BORROWING BASE" has the meaning set forth in SECTION 1.2(b).

                  "BORROWING NOTICE" shall have the meaning set forth in SECTION
1.2(a).

                  "BUSINESS  DAY" means any day on which (i) both (A) the Lender
at its  branch  office  in  Chicago,  Illinois  is  open  for  business  and (B)
commercial  banks in New York City are not  authorized  or required to be closed
for  business,  and (ii) if this  definition  of  "Business  Day" is utilized in
connection  with the Cost of  Funds,  dealings  are  carried  out in the  London
interbank market.

                  "CASUALTY" means,  with respect to any Financed Vehicle,  that
the  Servicer has actual  knowledge  that such  Financed  Vehicle (a) shall have
suffered damage or destruction resulting in an insurance settlement on the basis
of an actual,  constructive  or compromised  total loss, (b) shall have suffered
destruction or damage beyond repair,  (c) shall have suffered  damage that makes
repairs uneconomic, or (d) shall have suffered theft, loss or disappearance.

                  "CHANGE IN CONTROL" means

                  (a)      Allete, Inc. shall fail to own directly or indirectly
             at  least  50% of the  outstanding  voting  stock  of ADESA; or

                  (b)      AFC shall fail to own, free and clear of all liens or
             other encumbrances,  100% of the outstanding shares of voting stock
             of the Borrower; or

                  (c)      Neither ADESA  nor Allete   shall  own,  directly  or
             indirectly,  free and clear of all liens or other encumbrances,  at
             least 80% of the  outstanding  shares of voting  stock of AFC, on a
             fully diluted basis.

                  "CLOSING DATE" means December 22, 2000.

                  "COLLATERAL" means (i) each Receivable, (ii) all of Borrower's
right,  title and  interest  under the Isuzu  Loan  Documents;  (iii) all of the
Borrower's  right,  title and interest in all payments of  principal,  interest,
administrative  fees or other  amounts  due in respect  of any  Advance or other
disbursement  under  the  Promissory  Note  and  Security  Agreement,  (iv)  the
Collection Account and any other account  established  hereunder for the benefit
of the Lender, all funds on deposit therein,  all investments  therein,  and all
certificates  and  instruments,  if  any,  from  time to  time  evidencing  such
accounts,  and funds on deposit and all  investments  made with such funds,  all
claims thereunder or in connection therewith, and interest,  dividends,  moneys,
instruments,   securities  and  other

                                      I-3

<PAGE>

property  from time to time  received,  receivable or otherwise  distributed  in
respect of any or all of the foregoing;  (vi) all of Borrower's right, title and
interest  under the Purchase  and Sale  Agreement;  (vii) all Related  Security;
(viii) all books and records (including computer tapes and disks) related to the
foregoing;  and (ix) all  Collections  and other  proceeds of any and all of the
foregoing.

                  "COLLECTION  ACCOUNT" means that certain bank account numbered
160-739-9 maintained at Harris Trust and Savings Bank in Chicago, Illinois which
is (i) identified as the "AFC AIM CORPORATION  COLLECTION  ACCOUNT," (ii) in the
Borrower's  name,  (iii)  pledged,  on a  first-priority  basis,  to the  Lender
pursuant  to  SECTION  1.2(d),  and  (iv)  governed  by the  Collection  Account
Agreement.

                  "COLLECTION ACCOUNT AGREEMENT" means the letter agreement,  in
form and substance acceptable to the Lender, among the Borrower,  the Lender and
the Collection Account Bank, as the same may be amended,  supplemented,  amended
and restated,  or otherwise  modified  from time to time in accordance  with the
Agreement.

                  "COLLECTION  ACCOUNT BANK" means the bank where the Collection
Account is maintained.

                  "COLLECTION PERIOD" means, (i) initially, the period beginning
on the  Closing  Date and ending on the date which is one day prior to the first
Payment Date, and (ii) thereafter,  the date immediately  following the last day
of the preceding Collection Period and ending on the date which is one day prior
to the next succeeding Payment Date.

                  "COLLECTIONS"  means, with respect to any Receivable,  (a) all
funds which are received by the Borrower,  AFC or the Servicer in payment of any
amounts  owed in  respect of such  Receivable  (including,  without  limitation,
principal payments, finance charges, interest and all other charges), or applied
(or to be applied)  to amounts  owed in respect of such  Receivable  (including,
without  limitation,  insurance  payments  and net proceeds of the sale or other
disposition of Financed  Vehicles or other collateral or property of the Obligor
or any other  Person  directly  or  indirectly  liable  for the  payment of such
Receivable  applied (or to be applied)  thereto),  (b) all Collections deemed to
have been received pursuant to SECTION 1.4(g) and (c) all other proceeds of such
Receivable, any Related Security and any other Collateral.

                  "COMPANY"  has the  meaning  set forth in the  preamble to the
Purchase and Sale Agreement.

                  "COMPANY NOTE" has the meaning set forth in Section 3.2 of the
Purchase and Sale Agreement.

                  "CONTRIBUTED  PORTION"  has the  meaning  set forth in Section
1.1(a) of the Purchase and Sale Agreement.

                                      I-4

<PAGE>

                  "COST OF FUNDS" means,  (i) for any Loan  requested to be made
by the Borrower in a Borrowing  Notice  delivered to the Lender two days or more
before the proposed Financing Date, the rate of interest per annum determined by
the Lender to be the arithmetic mean of the rates of interest per annum notified
to  the  Lender  as the  rate  of  interest  at  which  dollar  deposits  in the
approximate  amount  of the Loan or  portion  of the Loan  associated  with such
Interest Period would be offered to major banks in the London  interbank  market
at their request at or about 11:00 a.m. (London time) on the second Business Day
prior to the  commencement of the Interest Period at which interest is to accrue
on such Loan based on the Cost of Funds,  and (ii) for any Loan  requested to be
made by the Borrower in a Borrowing Notice delivered to the Lender less than two
days  before  the  proposed  Financing  Date,  the rate of  interest  per  annum
determined  by the Lender to be the rate of interest  per annum  notified to the
Lender as the rate of  interest  at which  dollar  deposits  in the  approximate
amount of the Loan or portion of the Loan  associated  with such Interest Period
would be offered to major banks in the  interbank  wholesale  funding  market on
such date of request.

                  "CREDIT ACCOUNT" has the meaning set forth in SECTION 1.4(h).

                  "CREDIT ACCOUNT  ADJUSTMENT  AMOUNT" has the meaning set forth
in SECTION 1.2(b).

                  "CREDIT  ACCOUNT  BALANCE"  means, on any date, the balance of
the Credit Account as determined in accordance with SECTION 1.4(h).

                  "CURTAILMENT  DATE" has the  meaning set forth in Section 1 of
the Promissory Note and Security Agreement.

                  "DEBT"  means  (i)  indebtedness  for  borrowed  money,   (ii)
obligations evidenced by bonds, debentures,  notes or other similar instruments,
(iii)  obligations  to pay the deferred  purchase price of property or services,
(iv) the outstanding balance of any non-recourse transaction, (v) obligations as
lessee  under  leases  which  shall have been or should be, in  accordance  with
generally  accepted  accounting  principles,  recorded as capital  leases,  (vi)
obligations  under direct or indirect  guaranties in respect of, and obligations
(contingent  or  otherwise)  to purchase or otherwise  acquire,  or otherwise to
assure a creditor  against loss in respect of,  indebtedness  or  obligations of
others  of kinds  referred  to in  CLAUSES  (i)  through  (v)  above,  and (vii)
liabilities in respect of unfunded  vested benefits under plans covered by Title
IV of ERISA.

                  "DIVIDENDS"  means any  dividend or  distribution  (in cash or
obligations)  on any  shares of any  class of  Borrower's  capital  stock or any
warrants,  options  or other  rights  with  respect  to  shares  of any class of
Borrower's capital stock.

                  "ELIGIBLE RECEIVABLE" means, at any time, any Receivable:

                  (a) which was  originated by AFC in accordance  with the terms
             and  conditions  of the Isuzu  Loan  Documents  and was sold to the
             Borrower pursuant to, and in compliance with, the Purchase and Sale
             Agreement;

                                      I-5

<PAGE>

                  (b)      in  which the Lender has a first priority,  perfected
             security  interest  and that is  either  a  general  intangible  or
             chattel   paper  as  defined  in  the  UCC  as  in  effect  in  the
             jurisdiction that governs the perfection of such security interest;

                  (c)      in which Borrower has a first priority, perfected
             security interest in the related Financed Vehicles;

                  (d)      with regard to which the warranty of Borrower in
             PARAGRAPH A.(h) of EXHIBIT III is true and correct;

                  (g)      the sale of  which pursuant to the Purchase and  Sale
             Agreement,  and  granting  of a security  interest  in the  related
             Collateral pursuant to the Agreement, do not contravene or conflict
             with any law,  or require  the  consent of the Obligor or any other
             Person;

                  (h)      as to which the Isuzu Loan Documents been duly
             authorized  by the  parties  thereto and that,  together  with such
             Receivable,  is in full force and effect and constitutes the legal,
             valid and binding obligation of the Obligor enforceable against the
             Obligor in accordance with its terms except as  enforceability  may
             be  limited by  bankruptcy,  insolvency,  reorganization,  or other
             similar  laws  affecting  the  enforcement  of  creditors'   rights
             generally  and by  general  principles  of  equity,  regardless  of
             whether such enforceability is considered in a proceeding in equity
             or at law;

                  (j)      which,  together with the Isuzu Loan  Documents, does
             not  contravene  in  any  material   respect  any  laws,  rules  or
             regulations  applicable  thereto  (including,  without  limitation,
             laws,  rules and regulations  relating to usury,  truth in lending,
             fair  credit   billing,   fair  credit   reporting,   equal  credit
             opportunity, fair debt collection practices and privacy);

                  (k)      which arises from the making of a loan to finance one
             or more Eligible Vehicles; and

                  (n)      which is guaranteed by the Obligor pursuant to a
             guaranty that runs directly to the Lender.

                  "ELIGIBLE VEHICLE" mean a Financed Vehicle:

                  (a)      which is an Eligible Vehicle Model;

                  (b)      which satisfies all conditions and requirements of
             the Isuzu Loan Documents,  including,  without limitation,  Section
             1.15 of the Promissory Note and Security Agreement;

                  (c)      with respect to which AFC has not  financed  more
             than 75% of the black book value (as determined in accordance  with
             Section 1.1 of the Promissory Note and Security  Agreement) of such
             Vehicle on the date of the related Advance;

                                      I-6

<PAGE>

                  (d)      which  is covered  by  an  umbrella   liability   and
             comprehensive   insurance   policy  or  policies   satisfying   all
             conditions and requirements of the Isuzu Loan Documents, including,
             without limitation, Section 5.5 of the Promissory Note and Security
             Agreement; and

                  (e)      prior to the financing of which,  the Servicer  shall
             have  examined  the  title or MSO,  as the  case  may be,  for such
             Vehicle and confirmed that such title or MSO corresponds to the VIN
             number of such Vehicle, and that such title or MSO is authentic and
             has been properly assigned to the Obligor.

                  "ELIGIBLE  VEHICLE  MODEL" means any one of the Isuzu Rodeo LS
4x2, the Isuzu Rodeo LS 4x4 or the Isuzu Trooper S 4x4.

                  "ERISA" means the Employee  Retirement  Income Security Act of
1974, as amended from time to time, and any successor statute of similar import,
together with the regulations thereunder, in each case as in effect from time to
time. References to sections of ERISA also refer to any successor sections.

                  "ERISA  AFFILIATE"  shall mean with respect to any Person,  at
any time, each trade or business  (whether or not  incorporated)  that would, at
the time,  be  treated  together  with such  Person as a single  employer  under
Section 4001 of ERISA or Sections 414(b), (c), (m) or (o) of the Code.

                  "EVENT OF DEFAULT" has the meaning specified in EXHIBIT V.

                  "EXCESS  SALES  PROCEEDS" has the meaning set forth in SECTION
1.4(c)(iii).

                  "FACILITY  LIMIT"  means  $60,000,000,  as such  amount may be
adjusted pursuant to SECTION 2.5.

                  "FEDERAL  RESERVE  BOARD"  means the Board of Governors of the
Federal  Reserve  System,  or any  entity  succeeding  to  any of its  principal
functions.

                  "FEES"  means  the  fees  payable  under  the  Fee  Letter  in
accordance with the terms, and subject to the conditions, set forth therein.

                  "FEE LETTER" has the meaning set forth in SECTION 1.5.

                  "FINAL PAYOUT DATE" means the date  following the  Termination
Date on which no Loan under the  Agreement  shall be  outstanding  and all other
amounts  payable  by the  Borrower  or the  Servicer  to the Lender or any other
Affected Person under the Transaction Documents shall have been paid in full.

                  "FINANCED  VEHICLE" means each Vehicle identified from time to
time  on a  Bailed  Property  Schedule  (as  set  forth  in  Section  2.2 of the
Promissory  Note and  Security  Agreement)  and

                                      I-7

<PAGE>

all other  Vehicles  acquired or funded,  or purported to be acquired or funded,
with the proceeds of Loans.

                  "FINANCED  VEHICLE  POOL" means all of the  Financed  Vehicles
financed on a particular Financing Date with the proceeds of a single Loan.

                  "FINANCING  DATE" means,  with respect to any Financed Vehicle
Pool, the date on which the Loan to finance such Financed Vehicle Pool is made.

                  "GAAP" means,  generally  accepted  accounting  principles and
practices in the United States, consistently applied.

                  "GOVERNMENTAL  AUTHORITY" means any nation or government,  any
state or other  political  subdivision  thereof,  any  central  bank (or similar
monetary  or  regulatory  authority)  thereof,  any  body or  entity  exercising
executive,  legislative,  judicial, regulatory or administrative functions of or
pertaining to government, including without limitation any court, and any Person
owned or controlled,  through stock or capital ownership or otherwise, by any of
the foregoing.

                  "INDEMNIFIED  AMOUNTS"  has the  meaning  set forth in SECTION
4.1.

                  "INDEMNIFIED PARTY" has the meaning set forth in SECTION 4.1.

                  "INSOLVENCY   PROCEEDING"   means  (a)  any  case,  action  or
proceeding  before  any  court  or  other  Governmental  Authority  relating  to
bankruptcy, reorganization,  insolvency, liquidation, receivership, dissolution,
winding-up or relief of debtors,  or (b) any general  assignment for the benefit
of  creditors,  composition,  marshalling  of assets  for  creditors,  or other,
similar  arrangement  in respect of its creditors  generally or any  substantial
portion  of its  creditors;  in each  case  (a) and (b)  undertaken  under  U.S.
Federal, state or foreign law, including the Bankruptcy Code.

                  "INTEREST  PERIOD" means,  with respect to each Loan, a period
during  which  interest  on such Loan or a portion of such Loan is accruing at a
particular rate of interest,  as determined by the Lender in accordance with the
terms of this Agreement.

                  "ISUZU EVENT OF DEFAULT"  means any of the "Events of Default"
set forth in Section 7.0 of the Promissory Note and Security Agreement.

                  "ISUZU  GUARANTY" means the Guaranty of the Obligor,  dated as
of December 22, 2000, in favor of AFC.

                  "ISUZU LOAN DOCUMENTS"  means the Promissory Note and Security
Agreement,  the  Bailment  Agreements,  the Isuzu  Guaranty,  the Isuzu Power of
Attorney,  the  Subordination  Agreement and each other  agreement or instrument
executed pursuant to or in connection with any of the foregoing, in each case as
amended, supplemented or otherwise modified in accordance with the terms of this
Agreement.

                                      I-8

<PAGE>

                  "ISUZU POWER OF ATTORNEY" means the power of attorney executed
by Isuzu  in  favor  of AFC,  in  substantially  the  form of  Exhibit  B to the
Promissory Note and Security Agreement.

                  "LENDER"  has the  meaning  set forth in the  preamble  to the
Agreement.

                  "LENDER FINANCED  AMOUNT" means,  with respect to any Financed
Vehicle,  an amount which is equal to the product of (i) the Borrowing Base with
respect to the Financed Vehicle Pool in which such Financed Vehicle was included
as of the Financing  Date for such Financed  Vehicle Pool,  and (ii) a fraction,
the  numerator of which is the Black Book Value of such  Financed  Vehicle as of
such Financing  Date, and the  denominator of which is the aggregate  Black Book
Value of all Financed Vehicle in such Financed Vehicle Pool as of such Financing
Date.

                  "LENDER'S  ACCOUNT" means the special account  (account number
124-856-6)  of the Lender  maintained  at the office of Harris Trust and Savings
Bank in  Chicago,  Illinois  (ABA  #071-000-288)  and  identified  as  "Bank  of
Montreal, Attention: Client Services, Ref.: AFC" or such other account as may be
so designated in writing by the Lender to the Borrower and the Servicer.

                  "LICENSED  SOFTWARE"  has the  meaning  set  forth in  SECTION
5.1(b).

                  "LOAN" has the meaning set forth in SECTION 1.1.

                  "MANDATORY  PRINCIPAL  REPAYMENT  AMOUNT"  has the meaning set
forth in SECTION 1.4(d).

                  "MATERIAL  ADVERSE EFFECT" means, with respect to any event or
circumstance, a material adverse effect on:

                  (a)      the business, operations, property or financial
             condition of the Borrower or the Servicer;

                  (b)      the ability of the Borrower or the  Servicer to
             perform  its   obligations   under  this  Agreement  or  any  other
             Transaction  Document to which it is a party or the  performance of
             any such obligations;

                  (c)      the validity or enforceability of this Agreement or
             any other Transaction Document;

                  (d)      the status,  existence,  perfection,  priority or
             enforceability of the Lender's security interest in the Collateral;
             or

                  (e)      the collectibility of the Receivables.

                                      I-9

<PAGE>

                  "MATURITY  DATE" means five (5) Business  Days  following  the
Curtailment Date of the Promissory Note and Security Agreement,  as the same may
be extended from time to time pursuant thereto.

                  "MAXIMUM BLACK BOOK VALUE" means, with respect to any Eligible
Vehicle  Model,  (i) on the Closing Date and prior to the  publication  of a new
edition of the Black Book  following the Closing  Date,  the Black Book Value of
such  Eligible  Vehicle  Model as  reported  in the Black  Book in effect on the
Closing  Date,  and (ii) on any later date of  determination,  the highest Black
Book Value for such Eligible Vehicle Model reported in any of the Black Books in
effect between the Closing Date and such later date of determination.

                  "NOTE" has the meaning set forth in SECTION 2.1.

                  "OBLIGOR"  means  American  Isuzu Motors Inc. as the borrower
under the Isuzu Loan  Documents or its  successors and assigns in such capacity.

                  "ORIGINATOR"  has the meaning set forth in the preamble to the
Purchase and Sale Agreement.

                  "OUTSTANDING BALANCE" has the meaning set forth in Section 2.1
of the Purchase and Sale Agreement.

                  "PARTICIPANT" has the meaning set forth in SECTION 6.3(b).

                  "PAYMENT  DATE" means the 10th  calendar day of each month or,
if such day is not a Business Day, the immediately preceding Business Day.

                  "PERMITTED INVESTMENTS" means (i) overnight obligations of the
United  States of America,  (ii) demand and time  deposits  or  certificates  of
deposit that are not  represented by  instruments,  have a maturity of not later
than the next succeeding  Payment Date and are issued by the Collection  Account
Bank or Bank of  Montreal  and  (iii)  commercial  paper  rated  at the  time of
investment not less than A-1 by S&P and P-1 by Moody's; PROVIDED,  HOWEVER, that
the Lender may,  from time to time,  upon three  Business  Days'  prior  written
notice to Servicer,  remove from the scope of "Permitted  Investments"  any such
obligations,  certificates  of deposit  or  commercial  paper and  specify to be
within such scope, other investments.

                  "PERSON"   means  an  individual,   partnership,   corporation
(including  a  business  trust),  joint  stock  company,  trust,  unincorporated
association,  joint venture,  limited  liability  company or other entity,  or a
government or any political subdivision or agency thereof.

                  "PORTFOLIO  CERTIFICATE" means a certificate  substantially in
the form of EXHIBIT VI to the Agreement.

                                      I-10

<PAGE>

                  "PROMISSORY NOTE AND SECURITY  AGREEMENT" means the Promissory
Note and Security Agreement,  dated as of December 22, 2000, between AFC and the
Obligor,  as the same may be amended,  supplemented  or otherwise  modified from
time to time in accordance herewith.

                  "PURCHASE  AND SALE  AGREEMENT"  means the  Purchase  and Sale
Agreement,  dated as of the date hereof,  between AFC and the  Borrower,  as the
same may be modified,  supplemented,  amended and amended and restated from time
to time in accordance with the Transaction Documents.

                  "PURCHASE  AND SALE  INDEMNIFIED  AMOUNTS" has the meaning set
forth in Section 9.1 of the Purchase and Sale Agreement.

                  "PURCHASE  AND SALE  INDEMNIFIED  PARTY" has the  meaning  set
forth in Section 9.1 of the Purchase and Sale Agreement.

                  "PURCHASE AND SALE TERMINATION DATE" has the meaning set forth
in Section 1.4 of the Purchase and Sale Agreement.

                  "PURCHASE  AND SALE  TERMINATION  EVENT" has the  meaning  set
forth in Section 8.1 of the Purchase and Sale Agreement.

                  "PURCHASE  FACILITY"  has the  meaning  set  forth in  Section
1.1(e) of the Purchase and Sale Agreement.

                  "PURCHASE  PRICE" has the  meaning set forth in Section 2.1 of
the Purchase and Sale Agreement.

                  "RECEIVABLE"  means any  right to  payment  from the  Obligor,
whether  constituting  an  account,  chattel  paper,  instrument  or  a  general
intangible, arising from the provision of financing and other services by AFC to
the Obligor with respect to a particular  Financed  Vehicle Pool pursuant to the
Isuzu Loan Documents,  and that is denominated and payable only in United States
dollars,  and includes the right to payment of any  interest,  finance  charges,
administrative fees and other obligations of the Obligor with respect thereto.

                  "RELATED  RIGHTS" has the meaning set forth in Section  1.1(h)
of the Purchase and Sale Agreement.

                  "RELATED SECURITY" means, with respect to any Receivable:

                  (a)      all right, title and interest in and to the Isuzu
             Loan Documents;

                  (b) all  security  interests  or liens  and  property  subject
             thereto  from time to time  purporting  to secure  payment  of such
             Receivable, whether pursuant to the Isuzu Loan

                                      I-11

<PAGE>

Documents or otherwise, including all Vehicles securing or purporting to secure
such payment;

                  (c)      all UCC financing statements covering any collateral
             securing payment of such Receivable;

                  (d)      all other  guarantees and other agreements or
             arrangements of whatever  character from time to time supporting or
             securing  payment  of  such  Receivable  whether  pursuant  to  the
             Contract related to such Receivable or otherwise;

                  (e)      all rights in any power of attorney delivered by the
             Obligor; and

                  (f) all rights and claims of the Borrower with respect to such
             Receivable,  pursuant to the  Purchase  and Sale  Agreement  or any
             other Transaction Document.

                  "RESTRICTED  PAYMENTS"  has the meaning set forth in PARAGRAPH
(n)(i) of EXHIBIT IV of the Agreement.

                  "SERVICER" has the meaning set forth in the preamble.

                  "SERVICING FEE" means the fee referred to in SECTION 5.5.

                  "SOLVENT"  has the  meaning  set forth in  Section  1.6 of the
                  Purchase and Sale  Agreement.

                  "SUB-SERVICER"  has the meaning set forth in SECTION 5.1(d).

                  "SUBORDINATION  AGREEMENT" means the Intercreditor  Agreement,
dated as of December 22, 2000, among AFC, American Isuzu Motors Inc. and The CIT
Group/Sales  Financing,  Inc.,  as the  same  may be  amended,  supplemented  or
otherwise modified in accordance with the provisions hereof.

                  "TANGIBLE  NET WORTH" means,  with respect to any Person,  the
net worth of such Person  calculated in accordance  with GAAP after  subtracting
therefrom the aggregate amount of such Person's  intangible  assets,  including,
without  limitation,   goodwill,  franchises,   licenses,  patents,  trademarks,
tradenames, copyrights, service marks and brand names and capitalized software.

                  "TERMINATION  DATE" means the earliest of (i) the Payment Date
on which the Borrower  elects to make a prepayment of principal in full pursuant
to  SECTION  2.3(a),  (ii) the  Maturity  Date,  and (iii)  the date  determined
pursuant to SECTION 3.2.

                  "TOTAL OUTSTANDING  PRINCIPAL" at any time means the aggregate
outstanding principal amount of all Loans at such time.

                                      I-12

<PAGE>

                  "TRANSACTION DOCUMENTS" means the Agreement,  the Purchase and
Sale Agreement,  the Collection Account Agreement, the Isuzu Loan Documents, and
all other certificates, instruments, UCC financing statements, reports, notices,
agreements and documents  executed or delivered  under or in connection with any
of the  foregoing,  in each  case as the same may be  amended,  supplemented  or
otherwise modified from time to time in accordance with the Agreement.

                  "TRIGGER EVENT" has the meaning set forth in SECTION 1.2(b).

                  "UCC" means the Uniform  Commercial  Code as from time to time
in effect in the applicable jurisdiction.

                  "UNMATURED  EVENT OF DEFAULT"  means an event which,  with the
giving  of  notice  or lapse of time,  or  both,  would  constitute  an Event of
Default.

                  "VEHICLE"  has the  meaning  set  forth  in  Section  1 of the
Promissory Note and Security Agreement.

         OTHER TERMS.  Any other  capitalized  terms used herein but not defined
herein  shall have the  meanings  assigned to such term in the Purchase and Sale
Agreement,  or, if not defined  therein,  in the  Promissory  Note and  Security
Agreement  or  the  other  Isuzu  Loan  Documents.   All  accounting  terms  not
specifically  defined  herein shall be construed in  accordance  with  generally
accepted  accounting  principles.  All terms used in Article 9 of the UCC in the
State of  Indiana,  and not  specifically  defined  herein,  are used  herein as
defined in such  Article 9. Unless the context  otherwise  requires,  "or" means
"and/or,"  and  "including"   (and  with  correlative   meaning   "include"  and
"includes")  means including  without limiting the generality of any description
preceding such term.

                                      I-13
<PAGE>


                                   EXHIBIT II

                          CONDITIONS PRECEDENT TO LOANS


                  1.       CONDITIONS  PRECEDENT  TO INITIAL  LOAN.  The initial
Loan under the Agreement is subject to the conditions  precedent that the Lender
shall have  received on or before the date of such Loan the  following,  each in
form and substance (including the date thereof) satisfactory to the Lender:

                  (a)      A counterpart of this Agreement and the other
Transaction Documents duly executed by the parties thereto.

                  (b)      Certified  copies of (i) the resolutions of the Board
of  Directors  of  each  of the  Borrower  and AFC  authorizing  the  execution,
delivery, and performance by the Borrower and AFC of the Agreement and the other
Transaction  Documents,  (ii) all documents evidencing other necessary corporate
action and governmental approvals, if any, with respect to the Agreement and the
other Transaction  Documents and (iii) the articles of incorporation and by-laws
of the Borrower and AFC.

                  (c)      A certificate of the Secretary or Assistant Secretary
of the Borrower and AFC certifying the names and true signatures of the officers
of the  Borrower  and  AFC  authorized  to sign  the  Agreement  and  the  other
Transaction  Documents.  Until  the  Lender  receives  a  subsequent  incumbency
certificate from the Borrower and AFC in form and substance  satisfactory to the
Lender,  the  Lender  shall be  entitled  to rely on the last  such  certificate
delivered to it by the Borrower and AFC, as applicable.

                  (d)      Executed  financing  statements,  in proper form for
filing under the UCC of all jurisdictions  that the Lender may deem necessary or
desirable  in order to perfect  its  security  interest  in the  Collateral,  as
contemplated by the Agreement and other Transaction Documents.

                  (e)      Executed financing statements, if any, necessary to
release all security  interests and other rights of any Person in the Collateral
previously granted by the Borrower or AFC.

                  (f)      Completed UCC requests for information,  dated on or
before the date of such initial Loan, listing the financing  statements referred
to in SUBSECTION (e) above and all other effective financing statements filed in
the jurisdictions  referred to in SUBSECTION (e) above that name the Borrower or
AFC as debtor,  together with copies of such other financing statements (none of
which  shall cover any item of  Collateral),  and similar  search  reports  with
respect  to  federal  tax  liens  and  liens  of the  Pension  Benefit  Guaranty
Corporation  in such  jurisdictions  as the Lender may request,  showing no such
liens on any of the Collateral.

                  (g)      the Note, duly executed by the Borrower.


                                      II-1
<PAGE>

                  (h)      Executed  copies of the Collection Account  Agreement
with the Collection Account Bank, and an undated executed deposit account notice
in connection therewith.

                  (i)      Favorable  opinions of Joel Garcia,  Esq.,  in-house
counsel for the Borrower and AFC, as to corporate  and such other matters as the
Lender may reasonably request.

                  (j)      Favorable opinions of Ice Miller, special counsel for
the Borrower and AFC, as to enforceability  and such other matters as the Lender
may reasonably request.

                  (k)      Favorable opinions of Ice Miller, special counsel for
the Borrower and AFC, as to bankruptcy matters.

                  (l)      Favorable  opinions  of  Sheppard,  Mullin, Richter &
Hampton, special counsel for the Obligor, as to perfection matters.

                  (m)      A schedule listing all Financed Vehicles financed by
the Lender on the Closing Date.

                  (n)      Evidence (i) of the  execution  and delivery by each
of the  parties  thereto  of the  Purchase  and Sale  Agreement,  the Isuzu Loan
Documents and all documents,  agreements and  instruments  contemplated  thereby
(which evidence shall include copies,  either original or facsimile,  of each of
such documents,  instruments and  agreements),  (ii) that each of the conditions
precedent to the execution  and delivery of the Purchase and Sale  Agreement and
the Isuzu Loan Documents have been satisfied to the Lender's  satisfaction,  and
(iii) that the initial  Advances  under the Isuzu Loan Documents and the initial
purchases under the Purchase and Sale Agreement have been made.

                  (o)      Evidence  of payment by the  Borrower of all  accrued
and unpaid fees  (including  those  contemplated  by the Fee Letter),  costs and
expenses to the extent then due and payable on the date thereof.

                  (p)      The Fee Letter between the Borrower and the Lender
contemplated by SECTION 1.5.

                  (q)      Certificates of Existence with respect to the
Borrower  and AFC  issued by the  Indiana  Secretary  of State and  articles  of
incorporation of the Borrower certified by the Indiana Secretary of State.

                  (r)      Such other approvals, opinions or documents as the
Lender may reasonably request.

                  (s)      Such  powers of  attorney  as the Lender  shall
reasonably request to enable the Lender to collect all amounts due under any and
all Collateral.

                  2.       CONDITIONS PRECEDENT TO ALL LOANS.  Each Loan shall
be subject to the further conditions precedent that:

                                      II-2
<PAGE>


                  (a)      the Servicer shall have delivered to the Lender on or
prior to the  Financing  Date for such Loan a completed  Portfolio  Certificate,
dated as of such  Financing  Date,  in form and  substance  satisfactory  to the
Lender,  and such  additional  information as may reasonably be requested by the
Lender;

                  (b)      on the date of such Loan the following statements
shall be true (and  acceptance  of the  proceeds  of any Loan  shall be deemed a
representation and warranty by the Borrower that such statements are then true):

                           (i)   the representations and warranties contained in
             EXHIBIT III are true and correct on and as of the date of such Loan
             as though made on and as of such date; and

                           (ii)  no event has occurred and is continuing, or
             would result from such Loan that constitutes an Event of Default or
             an Unmatured Event of Default;

                  (c)      the Borrower shall have notified the Lender of the
occurrence of any Trigger Event; and

                  (d)       each Vehicle to be financed in connection  with such
Loan and the related  Title shall be in the custody of a bailee who has executed
a Bailment Agreement;

                  (e)      all conditions precedent to the making of an Advance
by AFC with  respect to the  Vehicles to be financed  with the  proceeds of such
Loan, and all conditions  precedent to the sale of the related  Receivables  and
Related  Security to the Borrower  pursuant to the Purchase and Sale  Agreement,
shall have been satisfied;

                  (f)      the Lender shall have received such other approvals,
opinions or documents as it may reasonably request; and

                  (g)      The Black Book Value of any Eligible Vehicle Model on
any date shall not exceed the Maximum Black Book Value of such Eligible  Vehicle
Model by more than 25%.

                                      II-3

<PAGE>

                                   EXHIBIT III

                         REPRESENTATIONS AND WARRANTIES


             A.   REPRESENTATIONS AND WARRANTIES OF THE BORROWER.  The Borrower
represents and warrants as follows:

                  (a)      The  Borrower is a corporation duly incorporated  and
in existence under the laws of the State of Indiana, and is duly qualified to do
business,   and  is  in  good  standing,  as  a  foreign  corporation  in  every
jurisdiction  where the nature of its  business  requires it to be so  qualified
except where the failure to so qualify has not had and could not  reasonably  be
expected to have a Material Adverse Effect.

                  (b)      The execution,  delivery and performance by the
Borrower of the Agreement and the other  Transaction  Documents to which it is a
party,  including the Borrower's  use of the Loan  proceeds,  (i) are within the
Borrower's  corporate  powers,  (ii) have been duly  authorized by all necessary
corporate action of the Borrower, (iii) do not contravene or result in a default
under or conflict with (1) the Borrower's charter or by-laws,  (2) any law, rule
or  regulation  applicable  to the  Borrower,  (3) any  contractual  restriction
binding on or affecting  the  Borrower or its  property or (4) any order,  writ,
judgment,  award,  injunction or decree  binding on or affecting the Borrower or
its  property,  and (iv) do not result in or require the creation of any Adverse
Claim upon or with respect to any of the Borrower's  properties,  where,  in the
cases of ITEMS (2), (3) and (4), such contravention, default or conflict has had
or could reasonably be expected to have a Material Adverse Effect. The Agreement
and the  other  Transaction  Documents  to which it is a party  have  been  duly
executed and delivered by the Borrower.

                  (c)      No  authorization  or approval  or other  action by,
and no notice to or filing with, any  Governmental  Authority or other Person is
required for the due execution,  delivery and performance by the Borrower of the
Agreement  or any other  Transaction  Document to which it is a party other than
those previously obtained or UCC filings.

                  (d)      Each of the Agreement and the other Transaction
Documents  to which it is a party  constitutes  the  legal,  valid  and  binding
obligation of the Borrower  enforceable  against the Borrower in accordance with
its terms,  except as enforceability  may be limited by bankruptcy,  insolvency,
reorganization  or other similar laws  affecting the  enforcement  of creditors'
rights  generally  and by general  principles  of equity,  regardless of whether
enforceability is considered in a proceeding in equity or at law.

                  (e) Since December 31, 1999 there has been no material adverse
change in the  business,  operations,  property or  financial  condition  of the
Borrower or AFC, the ability of the  Borrower or AFC to perform its  obligations
under the Agreement or the other Transaction

                                     III-1


<PAGE>

Documents to which it is a party or the  collectibility  of the Receivables,  or
which affects the legality,  validity or  enforceability of the Agreement or the
other Transaction Documents.

                  (f)      (i)   There is no action, suit,  proceeding or
investigation  pending  or, to the  knowledge  of the  Borrower,  threatened  in
writing against the Borrower before any Governmental Authority or arbitrator and
(ii) the  Borrower is not subject to any order,  judgment,  decree,  injunction,
stipulation  or  consent  order  of  or  with  any  Governmental   Authority  or
arbitrator,  that, in the case of each of foregoing  CLAUSES (i) and (ii), could
reasonably be expected to have a Material Adverse Effect.

                  (g)      No proceeds of any Loan will be used to acquire any
equity  security  of a class which is  registered  pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended.

                  (h)      The  Borrower  is the  legal and  beneficial owner of
the Receivables and Related  Security,  free and clear of any Adverse Claim; the
Agreement  creates a security  interest in favor of the Lender in the Collateral
and  the  Lender  has a  first  priority  perfected  security  interest  in  the
Collateral,  free and  clear  of any  Adverse  Claims.  No  effective  financing
statement or other  instrument  similar in effect covering any of the Collateral
is on file in any  recording  office,  except those filed in favor of the Lender
relating to the Agreement.

                  (i)      Each  Portfolio  Certificate,  information,  exhibit,
financial  statement,  document,  book,  record  or  report  furnished  or to be
furnished  at any  time  by or on  behalf  of the  Borrower  to  the  Lender  in
connection with the Agreement is or will be accurate in all material respects as
of its date or (except as otherwise  disclosed to the Lender at such time) as of
the date so  furnished,  and no such item  contains  or will  contain any untrue
statement  of a  material  fact or omits or will omit to state a  material  fact
necessary in order to make the statements contained therein, in the light of the
circumstances under which they were made, not misleading.

                  (j)      The principal place of business and chief executive
office (as such  terms are used in the UCC) of the  Borrower  and the  office(s)
where the Borrower keeps its records  concerning the  Receivables are located at
the address(es) referred to in PARAGRAPH (b) of EXHIBIT IV.

                  (k)      The Borrower is not in violation of any order of any
court, arbitrator or Governmental Authority.

                  (l)      Neither the  Borrower  nor any  Affiliate  of the
Borrower has any direct or indirect ownership or other financial interest in the
Lender.

                  (m)      No proceeds of any Loan will be used for any purpose
that  violates  any  applicable  law,  rule or  regulation,  including,  without
limitation, Regulation U of the Federal Reserve Board.

                  (n)      Each Receivable is an Eligible Receivable as of the
related Financing Date.

                                     III-2

<PAGE>

                  (o)      No event has occurred and is  continuing,  or would
result  from  the  making  of a Loan or from  the  application  of the  proceeds
thereof, which constitutes an Event of Default.

                  (p)      The Borrower and the  Servicer  have complied  in all
material respects with the Isuzu Loan Documents with regard to each Receivable.

                  (q)      The Borrower has complied with all of the terms,
covenants and  agreements  contained in the Agreement and the other  Transaction
Documents and applicable to it.

                  (r)      The Borrower's complete corporate name is set forth
in the  preamble to the  Agreement,  and the  Borrower  does not use and has not
during  the  last  six  years  used  any  other  corporate  name,   trade  name,
doing-business  name or fictitious  name,  except as set forth on SCHEDULE I and
except for names first used after the date of the  Agreement  and set forth in a
notice delivered to the Lender pursuant to PARAGRAPH (k)(vi) of EXHIBIT IV.

                  (s)      The authorized capital stock of Borrower consists of
1,000 shares of common stock, no par value,  1,000 shares of which are currently
issued and outstanding. All of such outstanding shares are validly issued, fully
paid and nonassessable and are owned (beneficially and of record) by AFC.

                  (t)      Except as set forth on SCHEDULE II, the Borrower has
filed all federal and other tax returns and reports required by law to have been
filed by it and has paid all taxes and governmental  charges thereby shown to be
owing.

                  (u)      The Borrower is not an "investment company" within
the meaning of the  Investment  Company Act of 1940, as amended.

             B.   REPRESENTATIONS AND WARRANTIES OF THE SERVICER.  The Servicer
represents and warrants as follows:

                  (a)      The Servicer is a  corporation duly incorporated  and
in existence under the laws of the State of Indiana, and is duly qualified to do
business,   and  is  in  good  standing,  as  a  foreign  corporation  in  every
jurisdiction  where the nature of its  business  requires it to be so  qualified
except where the failure to so qualify has not had and could not  reasonably  be
expected to have a Material Adverse Effect.

                  (b)      The execution, delivery and performance by the
Servicer of the Agreement and the other  Transaction  Documents to which it is a
party,  (i) are  within the  Servicer's  corporate  powers,  (ii) have been duly
authorized by all necessary corporate action on the part of the Servicer,  (iii)
do not  contravene  or  result  in a  default  under  or  conflict  with (1) the
Servicer's charter or by-laws, (2) any law, rule or regulation applicable to the
Servicer,  (3) any contractual  restriction binding on or affecting the Servicer
or its property or (4) any order, writ,  judgment,  award,  injunction or decree
binding on or affecting the Servicer or its property,  and (iv) do not result in
or require the creation of any Adverse  Claim upon or with respect to any of its
properties,  where, in the cases of

                                     III-3

<PAGE>

items (2), (3) and (4), such contravention, default or conflict has had or could
reasonably be expected to have a Material Adverse Effect.  The Agreement and the
other  Transaction  Documents to which it is a party have been duly executed and
delivered by the Servicer.

                  (c)      No  authorization or approval or other action by, and
no notice to or filing  with,  any  Governmental  Authority  or other  Person is
required for the due execution,  delivery and performance by the Servicer of the
Agreement or any other Transaction Document to which it is a party.

                  (d)      Each of the Agreement and the other Transaction
Documents  to which it is a party  constitutes  the  legal,  valid  and  binding
obligation of the Servicer  enforceable  against the Servicer in accordance with
its terms,  except as enforceability  may be limited by bankruptcy,  insolvency,
reorganization  or other similar laws  affecting the  enforcement  of creditors'
rights  generally  and by general  principles  of equity,  regardless of whether
enforceability is considered in a proceeding in equity or at law.

                  (e)      There is no pending  or  threatened  action or
proceeding   affecting  the  Servicer  before  any  Governmental   Authority  or
arbitrator which could have a Material Adverse Effect.

                  (f)      The Servicer has complied in all material respects
with the Isuzu Loan Documents.

                                     III-4

<PAGE>

                                   EXHIBIT IV

                                    COVENANTS


         COVENANTS  OF THE BORROWER  AND THE  SERVICER.  Until the latest of the
Termination Date, the date on which no Loan shall be outstanding or the date all
other  amounts  owed by the Borrower  under the  Agreement to the Lender and any
other Indemnified Party or Affected Person shall be paid in full:

                  (a)      COMPLIANCE  WITH LAWS,  ETC. Each of the Borrower and
the Servicer  shall comply in all material  respects with all  applicable  laws,
rules,   regulations  and  orders,  and  preserve  and  maintain  its  corporate
existence,  rights,  franchises,  qualifications,  and privileges  except to the
extent that the failure so to comply with such laws,  rules and  regulations  or
the failure so to preserve  and maintain  such  existence,  rights,  franchises,
qualifications,  and  privileges  would  not  materially  adversely  affect  the
collectibility  of the  Receivables  or the  enforceability  of the  Isuzu  Loan
Documents  or the  ability  of the  Borrower  or the  Servicer  to  perform  its
obligations under any Transaction Document to which it is a party.

                  (b)      OFFICES,  RECORDS AND BOOKS OF ACCOUNT,  ETC. The
Borrower  (i) shall keep its  principal  place of business  and chief  executive
office  (as such  terms are used in the UCC) and the  office  where it keeps its
records  concerning  the  Receivables  at the address of the  Borrower set forth
under its name on the signature page to the Agreement or, upon at least 60 days'
prior written notice of a proposed change to the Lender,  at any other locations
in jurisdictions where all actions reasonably requested by the Lender to protect
and perfect the  security  interest  of the Lender in the  Collateral  have been
taken and  completed  and (ii) shall  provide  the Lender with at least 60 days'
written notice prior to making any change in the  Borrower's  name or making any
other  change in the  Borrower's  identity or corporate  structure  (including a
merger) which could render any UCC financing  statement filed in connection with
this  Agreement  "seriously  misleading"  as such term is used in the UCC;  each
notice to the Lender  pursuant to this sentence  shall set forth the  applicable
change and the  effective  date  thereof.  The Borrower  and Servicer  also will
maintain and  implement  administrative  and  operating  procedures  (including,
without limitation, an ability to recreate records evidencing Receivables in the
event of the  destruction of the originals  thereof),  and keep and maintain all
documents,  books,  records,  computer  tapes and  disks  and other  information
reasonably  necessary  or  advisable  for  the  collection  of  all  Receivables
(including,   without   limitation,   records   adequate  to  permit  the  daily
identification of each Receivable and all Collections of and adjustments to each
existing Receivable).

                  (c)      [RESERVED]

                  (d)      SECURITY INTEREST, ETC. The  Borrower shall,  at  its
expense,  take all action  necessary or  desirable  to establish  and maintain a
first-priority, perfected security interest in the Collateral, free and clear of
any Adverse Claim, in favor of the Lender, including, without limitation,

                                      IV-1
<PAGE>

taking such  action to  perfect,  protect or more fully  evidence  the  security
interest of the Lender under the Agreement as the Lender may request.

                  (e)      SALES, LIENS, ETC. The Borrower shall not sell,
assign (by operation of law or otherwise) or otherwise  dispose of, or create or
suffer to exist any  Adverse  Claim upon or with  respect  to, any or all of its
right,  title or  interest  in,  to or under any item of  Collateral  (including
without limitation the Borrower's undivided interest in any Receivable,  Related
Security,  or  Collections,  or upon or with respect to any account to which any
Collections of any  Receivables are sent), or assign any right to receive income
in respect of any items contemplated by this PARAGRAPH (e).

                  (f)      CHANGE IN BUSINESS.  Neither the Borrower nor the
Servicer  shall make any material  change in the  character of its business that
would   adversely   affect  the   collectibility   of  the  Receivables  or  the
enforceability  of the Isuzu Loan  Documents  or the ability of the  Borrower or
Servicer to perform its obligations  under any Transaction  Document to which it
is a party.

                  (g)      AUDITS.  Each of the Borrower and the Servicer shall,
from time to time during  regular  business  hours as  requested  by the Lender,
permit the  Lender,  or its agents or  representatives,  (i) to examine and make
copies of and  abstracts  from all  books,  records  and  documents  (including,
without  limitation,  computer  tapes and disks) in the  possession or under the
control of the Borrower or the Servicer  relating to Receivables and the Related
Security,  including,  without limitation, the Isuzu Loan Documents, and (ii) to
visit the  offices and  properties  of the  Borrower  and the  Servicer  for the
purpose of  examining  such  materials  described  in CLAUSE  (i) above,  and to
discuss  matters  relating  to  Receivables  and  the  Related  Security  or the
Borrower's or Servicer's performance hereunder or under the Isuzu Loan Documents
with any of the  officers,  employees,  agents or  contractors  of the  Borrower
having  knowledge of such matters;  PROVIDED that so long as no Event of Default
or  Unmatured  Event of Default has  occurred  the Lender shall not conduct more
than one such examination in any year.

                  (h)      CHANGE IN COLLECTION ACCOUNT BANK AND PAYMENT
INSTRUCTIONS  TO  OBLIGOR.  Without  the prior  written  consent of the  Lender,
neither the Borrower nor the Servicer  shall (x) add or terminate  any bank as a
Collection  Account  Bank,  or (y)  instruct the Obligor to make  payments  with
respect to the Receivables to any account other than the Collection  Account (or
any substitute  account  approved by the Lender in advance and made subject to a
Collection Account Agreement in form and substance acceptable to the Lender).

                  (i)      COLLECTION  ACCOUNT.  The Collection Account shall at
all times be subject to the Collection Account  Agreement.  Neither the Borrower
nor the Servicer will deposit or otherwise  credit,  or cause or permit to be so
deposited or credited,  to the  Collection  Account cash or cash proceeds  other
than Collections of Receivables.

                  (j) MARKING OF RECORDS.  At its expense,  the Borrower (or the
Servicer on its behalf) shall mark its master data processing  records  relating
to Receivables and the Isuzu Loan

                                      IV-2
<PAGE>

Documents,  including  with  a  legend  evidencing  that  such  Receivables  and
documents  are subject to the  security  interest of the Lender  pursuant to the
Agreement.

                  (k)      REPORTING REQUIREMENTS.  The Borrower will provide to
the Lender (in multiple  copies,  if requested by the Lender)  (except that with
respect to PARAGRAPH  (iii),  the Borrower will cause the Servicer to provide to
the Lender and the Servicer will deliver to the Lender) the following:

                           (i)    as soon as  available  and in any event within
             45 days after the end of the first  three  quarters  of each fiscal
             year of AFC in a format acceptable to the Lender, balance sheets of
             AFC, its  consolidated  subsidiaries and the Borrower as of the end
             of such quarter and  statements of income,  cash flows and retained
             earnings  of AFC  and its  consolidated  subsidiaries  and  balance
             sheets  and  income  statements  of the  Borrower  for  the  period
             commencing  at the end of the previous  fiscal year and ending with
             the end of such quarter,  certified by the chief financial  officer
             of such Person;

                           (ii)   as soon as available and in any event within
             90 days after the end of each fiscal year of AFC, (A) a copy of the
             annual report for AFC and its consolidated subsidiaries, containing
             financial     statements     for    such    year     audited     by
             PriceWaterhouseCoopers  LLP or other  independent  certified public
             accountants  acceptable to the Lender and (B) the income  statement
             of the  Borrower  for such year  certified  by the chief  financial
             officer of the Borrower;

                           (iii)  as soon as available and in any event no later
             than  the  last  Business  Day of each  week,  a  weekly  Portfolio
             Certificate  dated no  earlier  than one week  prior to the date of
             delivery;

                           (iv)   as  soon as possible  and in any  event within
             three  days  after the  occurrence  of each  Event of  Default  and
             Unmatured  Event of  Default,  a statement  of the chief  financial
             officer  of the  Borrower  setting  forth  details of such Event of
             Default or event and the  action  that the  Borrower  has taken and
             proposes to take with respect thereto;

                           (v)    promptly after the filing or receiving
             thereof, copies of all reports and notices that the Borrower or any
             Affiliate  files under ERISA with the Internal  Revenue  Service or
             the Pension Benefit Guaranty  Corporation or the U.S. Department of
             Labor or that the Borrower or any  Affiliate  receives  from any of
             the foregoing or from any multiemployer plan (within the meaning of
             Section 4001(a)(3) of ERISA) to which the Borrower or any Affiliate
             is  or  was,  within  the  preceding  five  years,  a  contributing
             employer,  in each case in respect of the  assessment of withdrawal
             liability or an event or condition  which could,  in the aggregate,
             result in the  imposition  of liability on the Borrower  and/or any
             such Affiliate in excess of $250,000;

                                      IV-3

<PAGE>

                           (vi)   at least 30 days  prior  to any change  in the
             Borrower's name or any other change  requiring the amendment of UCC
             financing  statements,  a notice setting forth such changes and the
             effective date thereof;

                           (vii)  such   other   information   respecting   the
             Receivables  (including a Portfolio  Certificate on a more frequent
             basis than  provided in CLAUSE  (iii)  above) or the  condition  or
             operations,  financial or otherwise,  of the Borrower or AFC as the
             Lender may from time to time reasonably request;

                           (viii) promptly after the Borrower obtains  knowledge
             thereof, notice of any (a) litigation,  investigation or proceeding
             which may exist at any time between the  Borrower,  the Servicer or
             AFC, on the one hand, and any Governmental  Authority which, if not
             cured or if adversely determined,  as the case may be, would have a
             Material Adverse Effect, or (b) litigation or proceeding  adversely
             affecting the Borrower or any of its subsidiaries,  the Servicer or
             AFC, as the case may be, in which the amount involved,  in the case
             of the  Servicer  or AFC,  is  $100,000  or more and not covered by
             insurance or in which injunctive or similar relief is sought or (c)
             litigation or proceeding relating to any Transaction Document; and

                           (ix)   promptly after the occurrence thereof, notice
             of any event or circumstance  that could  reasonably be expected to
             have a Material Adverse Effect.

                           (x)    promptly  after receipt thereof, a copy of any
             report or notice provided to the Servicer or the Borrower  pursuant
             to the Isuzu Loan Documents.

                  (l)      SEPARATE CORPORATE EXISTENCE. Each of the Borrower
and  the  Servicer  hereby   acknowledges  that  Lender  is  entering  into  the
transactions  contemplated  by the  Agreement and the  Transaction  Documents in
reliance  upon the  Borrower's  identity as a legal  entity  separate  from AFC.
Therefore,  from and after the date hereof,  the Borrower and AFC shall take all
reasonable steps to continue the Borrower's  identity as a separate legal entity
and to make it apparent  to third  Persons  that the  Borrower is an entity with
assets and liabilities  distinct from those of AFC and any other Person,  and is
not a division of AFC or any other Person.  Without  limiting the  generality of
the foregoing and in addition to and  consistent  with the covenant set forth in
PARAGRAPH  (a) of this  EXHIBIT IV, the Borrower and AFC shall take such actions
as shall be required in order that:

                           (i)    The   Borrower   will  be  a  limited  purpose
             corporation   whose  primary   activities  are  restricted  in  its
             certificate of  incorporation  to purchasing  Receivables from AFC,
             entering into  agreements  for the  servicing of such  Receivables,
             financing  such  Receivables  through  the  issuance of debt to the
             Lender secured by such Receivables and certain related assets,  and
             conducting   such  other   activities  as  it  deems  necessary  or
             appropriate to carry out its primary activities;

                           (ii)   Not less than one member of Borrower's Board
             of Directors (the  "INDEPENDENT  DIRECTORS") shall be an individual
             who is not a direct, indirect or beneficial


                                      IV-4


<PAGE>

             stockholder,  officer, director,  employee,  affiliate,  associate,
             customer,  supplier or agent of AFC or any of its  Affiliates.  The
             Borrower's Board of Directors shall not approve,  or take any other
             action  to cause  the  commencement  of a  voluntary  case or other
             proceeding  with  respect  to the  Borrower  under  any  applicable
             bankruptcy,   insolvency,    reorganization,    debt   arrangement,
             dissolution  or other similar law, or the  appointment of or taking
             possession   by,  a  receiver,   liquidator,   assignee,   trustee,
             custodian,  or other  similar  official for the Borrower  unless in
             each case the  Independent  Directors  shall  approve the taking of
             such  action in  writing  prior to the taking of such  action.  The
             Independent Directors' fiduciary duty shall be to the Borrower (and
             creditors) and not to the Borrower's shareholders in respect of any
             decision of the type  described in the preceding  sentence.  In the
             event an Independent  Director  resigns or otherwise ceases to be a
             director of the  Borrower,  there  shall be selected a  replacement
             Independent  Director  who shall not be an  individual  within  the
             proscriptions  of the first  sentence  of this  CLAUSE  (ii) or any
             individual who has any other type of professional relationship with
             AFC or any of its  Affiliates  or any  management  personnel of any
             such Person or Affiliate  and who shall be (x) a tenured  professor
             at a  business  or  law  school,  (y) a  retired  judge  or  (z) an
             established independent member of the business community,  having a
             sound  reputation  and  experience  relative  to the  duties  to be
             performed by such individual as an Independent Director;

                           (iii)  No  Independent  Director  shall at any time
             serve as a trustee in bankruptcy for AFC or any Affiliate thereof;

                           (iv)   Any  employee,  consultant  or  agent  of  the
             Borrower will be compensated  from the Borrower's own bank accounts
             for services  provided to the Borrower except as provided herein in
             respect of the  Servicer's  Fee. The Borrower will engage no agents
             other than a Servicer for the  Receivables,  which Servicer will be
             fully  compensated  for its  services to the Borrower by payment of
             the Servicer's Fee;

                           (v)    The Borrower will contract with the Servicer
             to perform  for the  Borrower  all  operations  required on a daily
             basis  to  service  its  Receivables.  The  Borrower  will  pay the
             Servicer  a monthly  fee based on the  level of  Receivables  being
             managed by the  Servicer.  The Borrower will not incur any material
             indirect or overhead expenses for items shared between the Borrower
             and AFC or any  Affiliate  thereof  which are not  reflected in the
             Servicer's Fee. To the extent, if any, that the Borrower and AFC or
             any Affiliate  thereof share items of expenses not reflected in the
             Servicer's  Fee,  such as legal,  auditing  and other  professional
             services,  such expenses will be allocated to the extent  practical
             on the basis of actual use or the value of services  rendered,  and
             otherwise  on a basis  reasonably  related to the actual use or the
             value of services rendered,  it being understood that AFC shall pay
             all expenses  relating to the preparation,  negotiation,  execution
             and  delivery  of the  Transaction  Documents,  including,  without
             limitation, legal and other fees;

                           (vi)   The  Borrower's operating expenses will not be
             paid by AFC or any Affiliate thereof unless the Borrower shall have
             agreed in writing with such Person to reimburse such Person for any
             such payments;

                                      IV-5
<PAGE>

                           (vii)  The Borrower will have its own separate
             mailing address and stationery;

                           (viii) The  Borrower's  books and records will be
             maintained separately from those of AFC or any Affiliate thereof;

                           (ix)   Any financial statements which are
             consolidated  to include the Borrower will contain  detailed  notes
             clearly  stating that the Borrower is a separate  corporate  entity
             and has granted a security interest in the Receivables;

                           (x)    The  Borrower's assets will be maintained in a
             manner that facilitates their  identification  and segregation from
             those of AFC and any Affiliate thereof;

                           (xi)   The Borrower will strictly  observe  corporate
             formalities in its dealings with AFC and any Affiliate thereof, and
             funds or other assets of the Borrower will not be  commingled  with
             those of AFC or any  Affiliate  thereof.  The  Borrower  shall  not
             maintain joint bank accounts or other depository  accounts to which
             AFC or any  Affiliate  thereof  (other than AFC in its  capacity as
             Servicer) has independent access. None of the Borrower's funds will
             at any  time be  pooled  with  any  funds  of AFC or any  Affiliate
             thereof;

                           (xii)  The  Borrower  shall  pay to AFC the  marginal
             increase (or, in the absence of such increase, the market amount of
             its portion) of the premium  payable with respect to any  insurance
             policy that covers the Borrower and any Affiliate thereof,  but the
             Borrower shall not, directly or indirectly,  be named or enter into
             an agreement to be named, as a direct or contingent  beneficiary or
             loss payee,  under any such insurance  policy,  with respect to any
             amounts  payable due to occurrences or events related to AFC or any
             Affiliate thereof (other than the Borrower); and

                           (xiii) The   Borrower  will  maintain   arm's  length
             relationships  with AFC and any Affiliate  thereof.  The AFC or any
             Affiliate thereof that renders or otherwise  furnishes  services to
             the Borrower  will be  compensated  by the Borrower at market rates
             for such  services.  Neither the Borrower nor AFC or any  Affiliate
             thereof will be or will hold itself out to be  responsible  for the
             debts of the other or the decisions or actions respecting the daily
             business and affairs of the other.

                  (m)      MERGERS, ACQUISITIONS, SALES, ETC.

                           (i)    The Borrower shall not:

                           (A)    be a party to any  merger or consolidation, or
                  directly or indirectly purchase or otherwise acquire,  whether
                  in one or a series of transactions,  all or substantially  all
                  of the assets or any stock of any class of, or any partnership
                  or joint  venture  interest  in,  any other  Person,  or sell,
                  transfer,  assign,  convey  or lease any of its  property  and
                  assets (including,  without limitation,  any Receivable or any
                  interest therein) other than pursuant to this Agreement;

                                      IV-6

<PAGE>
                           (B)    make, incur or suffer to exist an investment
                  in,  equity  contribution  to, loan,  credit or advance to, or
                  payment  obligation in respect of the deferred  purchase price
                  of property  from,  any other Person,  except for  obligations
                  incurred pursuant to the Transaction Documents; or

                           (C)    create  any  direct or indirect  Subsidiary or
                  otherwise  acquire direct or indirect  ownership of any equity
                  interests in any other Person.

                  (n)      RESTRICTED PAYMENTS.

                           (i)    GENERAL RESTRICTION. Except in accordance with
             this  SUBPARAGRAPH  (I),  the  Borrower  shall not (A)  purchase or
             redeem  any shares of its  capital  stock,  (B)  declare or pay any
             Dividend or set aside any funds for any such  purpose,  (C) prepay,
             purchase or redeem any  subordinated  indebtedness of the Borrower,
             (D) lend or  advance  any funds or (E) repay any loans or  advances
             to, for or from AFC.  Actions of the type  described in this CLAUSE
             (i) are herein collectively called "RESTRICTED PAYMENTS".

                           (ii)   TYPES OF  PERMITTED  PAYMENTS. Subject  to the
             limitations set forth in CLAUSE (iii) below,  the Borrower may make
             Restricted  Payments so long as such  Restricted  Payments are made
             only to AFC and only in one or more of the following ways:

                           (A)    Borrower may  make  cash  payments  (including
                  prepayments) on the Company Note in accordance with its terms;
                  and

                           (B)    if no amounts  are then outstanding  under the
                  Company Note, the Borrower may declare and pay Dividends.

                           (iii)  SPECIFIC  RESTRICTIONS.  The Borrower may make
             Restricted Payments only out of Collections paid or released to the
             Borrower  pursuant to SECTION  1.4(f).  Furthermore,  the  Borrower
             shall not pay, make or declare:

                           (A)    any Dividend if, after giving effect thereto,
                  the AFC Financed  Amount would be less than  $5,000,000; or

                           (B)    any Restricted Payment (including any
                  Dividend)  if,  after  giving  effect  thereto,  any  Event of
                  Default or Unmatured  Event of Default shall have occurred and
                  be continuing.

                  (o)      AMENDMENTS TO CERTAIN DOCUMENTS.

                           (i)    Neither  AFC  nor  the  Borrower  shall amend,
             supplement,  amend and restate, or otherwise modify any Transaction
             Document or the Borrower's  articles of  incorporation  or by-laws,
             except  (A)  in  accordance   with  the  terms  of  such  document,
             instrument or agreement and (B) with the advance written consent of
             the Lender.


                                      IV-7
<PAGE>


                           (ii)   AFC shall not enter  into or  otherwise become
             bound by, any agreement,  instrument, document or other arrangement
             that restricts its right to amend, supplement, amend and restate or
             otherwise  modify,  or to extend  or  renew,  or to waive any right
             under, this Agreement or any other Transaction Document.

                  (p)      INCURRENCE OF  INDEBTEDNESS.  The Borrower  shall not
(i) create,  incur or permit to exist,  any Debt or  liability  or (ii) cause or
permit  to be  issued  for  its  account  any  letters  of  credit  or  bankers'
acceptances,  except  for  Debt  incurred  pursuant  to  the  Company  Note  and
liabilities incurred pursuant to or in connection with the Transaction Documents
or otherwise permitted therein.

                  (q)      PERFORMANCE AND COMPLIANCE  WITH  TRANSACTION
DOCUMENTS.  Each of AFC and the Borrower shall,  at its own expense,  timely and
fully  perform  and comply with all  material  provisions,  covenants  and other
promises  required to be observed by it under the Isuzu Loan  Documents  and the
other Transaction Documents to which it is a party.

                  (r)      ENFORCEMENT.  Each of AFC and the Borrower shall
maintain in effect each of the Isuzu Loan  Documents,  diligently  and  promptly
enforce its respective rights thereunder and take all reasonable steps,  actions
and  proceedings  necessary or appropriate  for the  enforcement of all material
terms,  covenants  and  conditions  of the Isuzu Loan  Documents,  including the
prompt payment of all principal and interest payments,  administrative  fees and
all other amounts due under the Isuzu Loan Documents.


                                      IV-8
<PAGE>

                                    EXHIBIT V

                                EVENTS OF DEFAULT


         Each of the following shall be a "Event of Default":

                  (a)      Any Person which is the  Servicer  shall fail to make
when due any  payment or deposit to be made by it under the  Agreement  and such
failure shall remain  unremedied  for five (5) Business Days after notice to the
Servicer; or

                  (b)      The Borrower  shall fail (i) to transfer to any
successor  Servicer when required any rights,  pursuant to the Agreement,  which
the Borrower then has with respect to the servicing of the Receivables,  or (ii)
to make any  payment  required  under the  Agreement,  and in  either  case such
failure shall remain unremedied for five (5) Business Days after notice; or

                  (c)      Any  representation or warranty made or deemed made
by the Borrower or the Servicer (or any of their  respective  officers) under or
in connection with the Agreement or any  information or report  delivered by the
Borrower  or the  Servicer  pursuant to the  Agreement  shall prove to have been
incorrect  or  untrue  in any  material  respect  when  made or  deemed  made or
delivered;  PROVIDED,  HOWEVER,  if the  violation of this  PARAGRAPH (c) by the
Borrower or the Servicer may be cured without any potential or actual  detriment
to the Lender, the Borrower or the Servicer,  as applicable,  shall have 30 days
from the earlier of (i) such Person's  knowledge of such failure and (ii) notice
to such Person of such failure to so cure any such violation  before an Event of
Default  shall occur so long as such Person is  diligently  attempting to effect
such cure; or

                  (d)      The  Borrower  or the Servicer shall  fail to perform
or observe any other  material  term,  covenant or  agreement  contained  in the
Agreement on its part to be  performed  or observed  and any such failure  shall
remain  unremedied for 30 days after the earlier of (i) such Person's  knowledge
of such failure and (ii) notice to such Person of such failure (or, with respect
to a failure to deliver a Portfolio Certificate pursuant to the Agreement,  such
failure shall remain unremedied for five days); or

                  (e)      A default  shall occur in the payment when due
(subject to any applicable grace period),  whether by acceleration or otherwise,
of any Debt of either the Borrower, AFC Funding Corporation or AFC, or a default
shall occur in the performance or observance of any obligation or condition with
respect to such Debt if the effect of such default is to accelerate the maturity
of any  such  Debt  and the  Debt  with  respect  to  which  non-payment  and/or
non-performance  shall have occurred exceeds, at any point in time, with respect
to the Borrower, AFC Funding Corporation or AFC, $1,000,000 in the aggregate for
all such occurrences; or

                  (f)      The Agreement or any Loan pursuant to the Agreement
shall for any reason  (other than  pursuant to the terms hereof) cease to create
with  respect to the  Collateral,  or the interest

                                      V-1

<PAGE>

of the  Lender  with  respect  to such  items  shall  cease to be,  a valid  and
enforceable  first-priority,  perfected security interest, free and clear of any
Adverse Claim; or

                  (g)      AFC,  Allete or Borrower shall generally not pay its
debts as such debts  become due, or shall admit in writing its  inability to pay
its debts  generally,  or shall  make a general  assignment  for the  benefit of
creditors;  or any proceeding  shall be instituted by or against AFC,  Allete or
Borrower  seeking  to  adjudicate  it  a  bankrupt  or  insolvent,   or  seeking
liquidation, winding up, reorganization,  arrangement,  adjustment,  protection,
relief,  or composition of it or its debts under any law relating to bankruptcy,
insolvency or  reorganization  or relief of debtors,  or seeking the entry of an
order for relief or the appointment of a receiver,  trustee,  custodian or other
similar  official for it or for any substantial part of its property and, in the
case of any such  proceeding  instituted  against it (but not instituted by it),
either such proceeding  shall remain  undismissed or unstayed for a period of 60
days,  or any of the  actions  sought  in such  proceeding  (including,  without
limitation,  the entry of an order for relief  against,  or the appointment of a
receiver,  trustee,  custodian  or other  similar  official  for,  it or for any
substantial  part of its property) shall occur; or AFC, Allete or Borrower shall
take any  corporate  action to  authorize  any of the actions set forth above in
this PARAGRAPH (g); or

                  (h)      A Change in Control shall occur; or

                  (i)      The Internal  Revenue  Service shall file notice of a
lien  pursuant to Section 6323 of the  Internal  Revenue Code with regard to any
assets of the Borrower,  AFC Funding  Corporation or AFC and such lien shall not
have been released  within ten Business  Days, or the Pension  Benefit  Guaranty
Corporation  shall,  or shall  indicate its  intention to, file notice of a lien
pursuant to Section  4068 of ERISA with regard to any of the assets of Borrower,
AFC Funding Corporation or AFC; or

                  (j)      The AFC Financed Amount shall be less than $5,000,000
or the  Tangible  Net  Worth  of AFC  shall  be  less  than  the  lesser  of (i)
$24,000,000,  or (ii) an amount equal to the sum of (x)  $12,000,000 and (y) 50%
of the sum of the net income of AFC for each fiscal  quarter that net income was
positive commencing with the fiscal quarter ending on March 31, 1997; or

                  (k)      At any time,  the sum of (i) all of AFC's Debt
(including intercompany loans), (ii) the Total Outstanding Principal,  and (iii)
the outstanding  balance of any other  non-recourse  transaction is greater than
the  product  of (x)  8.5  and  (y) the  total  stockholder's  equity  in AFC as
determined quarterly; or

                  (l)      Any material  adverse change shall occur in the
reasonable  business  judgment  of  the  Lender  in  the  collectibility  of the
Receivables or the business, operations, property or financial condition of AFC,
AFC Funding Corporation or the Borrower; or

                  (m)      Any Purchase and Sale Termination  Event or Isuzu
Event of Default shall occur (taking into account any applicable cure periods or
grace periods  provided for in the Purchase


                                      V-2

<PAGE>

and Sale Agreement or the Isuzu Loan Documents, but without regard to whether or
not such event is waived by any party which may be authorized to do so).


                                      V-3

<PAGE>

                                   EXHIBIT VI

                              PORTFOLIO CERTIFICATE


                                      VI-1

<PAGE>
<TABLE>

                                   EXHIBIT VI
                          FORM OF PORTFOLIO CERTIFICATE

<CAPTION>
AFC AIM CORPORATION
PORTFOLIO CERTIFICATE

CERTIFICATE DATE:

                                        LOAN ROLLFORWARD                 APC INVESTED AMOUNT
<S>                                     <C>                              <C>
Beginning Balance                       $          -                     $          -
Additions                               $          -                     $          -
Principal Repayments                    $          -                     $          - GREATER THAN $5MM
Ending Balance                          $          -                     $          -

Available Borrowing Base                $          -

CREDIT ACCOUNT ROLLFORWARD
Beginning Balance                       $          -
AFC Invested Amount Repayments          $          -  Support for
                                                      AFC's Invested
                                                      Amount Attached
Reductions                              $          -
Ending Balance                          $          -


FINANCING DATE:

Market Value of Vehicle Pool            $          -  Financed Vehicle
                                                      Pool Advance Rate
                                                      Recap Attached
AFC AIM Advance (75% of MV)             $          -

New Cash Invested by AFC                $          -
Credit Account Reclaimed                $          -  Percentage
Total AFC Invested Amount Increase      $          -
Adds to BMO's Invested Amount           $          -

Number of Vehicles                                 -
Floorplan Fees Earned                   $          -

CURRENT PORTFOLIO DETAILS

Number of Cars Outstanding                         -
Loan Balance                            $          -

Overcollateralization                   $          -
Overcollateralization Percentage

Cash Balance + Investments              $          -

<CAPTION>
                                                                         Percent
MARKET VALUE TESTS                                                       Increase      FUNDING
Date of most current Black Book                       Max. Black Book   (Decrease)  RESTRICTIONS?
<S>                                     <C>           <C>                <C>        <C>
Rodeo LS 4x2                            $          -  $              -       -
Rodeo LS 4x4                            $          -  $              -       -
Trooper S 4x4                           $          -  $              -       -

</TABLE>
<PAGE>

                                   SCHEDULE I

                                   TRADE NAMES

                                      None.










                                 Schedule I - 1

<PAGE>

                                   SCHEDULE II

                                   TAX MATTERS

                                      None.










                                 Schedule II - 1

<PAGE>

                                     ANNEX A

                            FORM OF BORROWING NOTICE

                                                                [DATE OF NOTICE]

BANK OF MONTREAL
115 S.  LaSalle Street
Floor 11W
Chicago, Illinois 60603
Attention: Denise Jirak
Phone number: (312) 750-4366

Re:      NOTICE OF BORROWING

Ladies and Gentlemen:

         Please refer to the Loan and Servicing Agreement,  dated as of December
22, 2000 (as amended,  supplemented or otherwise modified from time to time, the
"LOAN AND  SERVICING  AGREEMENT")  among AFC AIM  Corporation,  as borrower (the
"BORROWER"),  Automotive  Finance  Corporation,  as the  initial  servicer  (the
"SERVICER") and the Bank of Montreal, as lender (the "LENDER").

         The  undersigned,  on  behalf  of the  Borrower,  hereby  gives  notice
pursuant to SECTION 1.2(a) of the Loan and Servicing Agreement and requests that
a Loan be made to the Borrower as follows:

         1.   Borrowing date:
                                                      ------------------
         2.   Aggregate amount of Loan:              $
                                                      ------------------
         3.   Term of Loan
                                                      ------------------

         As an inducement to the Lender to make the Loan  described  above,  the
Servicer,  on its own behalf and on behalf of the Borrower,  hereby certifies to
the Lender that each of the  conditions  precedent to the making of the Loan set
forth in EXHIBIT II to the Loan and Servicing Agreement have been satisfied.

                                     AUTOMOTIVE FINANCE CORPORATION, as Servicer


                                     By:
                                         ---------------------------------------
                                       Name:
                                              ----------------------------------
                                       Title:
                                              ----------------------------------



                                 Annex A - 1