EXECUTION COPY

                           FINOVA CAPITAL CORPORATION

         SIXTH AMENDMENT DATED AS OF MAY 17, 1999 TO SIXTH AMENDMENT AND
             RESTATEMENT OF CREDIT AGREEMENT DATED AS OF MAY 16,1994

     This SIXTH AMENDMENT TO SIXTH AMENDMENT AND RESTATEMENT OF CREDIT AGREEMENT
(this  "AMENDMENT")  is dated as of May 17, 1999 and  entered  into by and among
FINOVA CAPITAL CORPORATION,  a Delaware corporation (formerly known as Greyhound
Financial  Corporation,  hereinafter  the "COMPANY"),  the  undersigned  lenders
(collectively the "Lenders"),  the undersigned Agents,  NATIONSBANK NA., BANK OF
MONTREAL, THE CHASE MANHATTAN BANK (NATIONAL ASSOCIATION),  and CITIBANK,  N.A.,
individually  and as  agents  (the  "AGENTS")  for the  Lenders  hereunder,  and
CITIBANK,  N.A., a national banking  association,  as administrative  agent (the
"ADMINISTRATIVE AGENT") for the Lenders hereunder, and is made with reference to
that certain Sixth Amendment and Restatement  dated as of May 16, 1994 of Credit
Agreement dated as of May 31, 1976, by and among the Company,  the Lenders,  the
Agents and the  Administrative  Agent,  as amended by a First Amendment to Sixth
Amendment and Restatement of Credit  Agreement dated as of September 30, 1994, a
Second Amendment to Sixth Amendment and Restatement of Credit Agreement dated as
of May 11, 1995, a Third  Amendment to Sixth Amendment and Restatement of Credit
Agreement  dated as of November 1, 1995, a Fourth  Amendment to Sixth  Amendment
and  Restatement  of  Credit  Agreement  dated  as of May 15,  1996  and a Fifth
Amendment to Sixth Amendment and Restatement of Credit Agreement dated as of May
20, 1997 (as so amended, the "CREDIT AGREEMENT").  Capitalized terms used herein
without  definition  shall  have the same  meanings  herein  as set forth in the
Credit Agreement.

                                    RECITALS

     WHEREAS,  the parties to the Credit  Agreement  wish to modify the terms of
the Credit Agreement;

     NOW,  THEREFORE,  in  consideration  of the  premises  and the  agreements,
provisions and covenants herein contained, the parties hereto agree as follows:

SECTION 1. COMMITMENTS AND LENDERS

     The  Commitment  of each Lender as of the Amendment  Effective  Date is set
forth in the amended Schedule 2 attached  hereto,  which Schedule 2 reflects all
assignments of Commitments, if any, through the Amendment Effective Date..

SECTION 2. AMENDMENTS TO THE CREDIT AGREEMENT

     A. Amendment to Definition of Margin. Table B to the definition of "Margin"
is hereby amended by deleting such table in its entirety, and by substituting in
lieu thereof the following:
<PAGE>
"                                   Table B
                               Eurodollar Margins
                               (in basis points)

                                     Outstanding Advances as a
                                 Percentage of Commitments (without
                                  giving effect to any B reduction)
                      ---------------------------------------------------------
                                      Greater than or equal to   Greater than or
 Level                Less than 35%    35% but less than 65%       equal to 65%
 -----                -------------    ---------------------       ------------
Level 1                   20.00                32.50                   45.0
Level 2                   24.00                36.50                   59.0
Level 3                   25.00                37.50                   60.0
Level 4                   30.00                42.50                   65.0
Level 5                   50.00                62.50                   85.0
Level 6                   65.00                77.50                  100.0"


     B. AMENDMENT TO SECTION 4.02(b). Section 4.02(b) of the Credit Agreement is
hereby amended by (a) deleting therefrom the phrase "and (iii)" and substituting
in lieu  thereof  the  phrase  "and  (iv)",  and  (b)  inserting  the  following
immediately prior to such phrase "and (iv)":

     "(iii)  Indebtedness  secured by any Lien  existing on property of a Person
     immediately prior to its being consolidated with or merged into the Company
     or a Subsidiary or its becoming a  Subsidiary,  or any Lien existing on any
     property  acquired  by the  Company  or any  Subsidiary  at the  time  such
     property is so acquired  (whether or not the  Indebtedness  secured thereby
     shall have been  assumed),  PROVIDED  that (x) no such Lien shall have been
     created or assumed in contemplation of such consolidation or merger or such
     Person's  becoming a Subsidiary or such  acquisition  of property,  and (y)
     each such Lien  shall  extend  solely to the item or items of  property  so
     acquired  and,  if  required  by the  terms  of the  instrument  originally
     creating  such  Lien,  other  property  which  is an  improvement  to or is
     acquired for specific use in connection with such acquired property."

     C. AMENDMENT TO SECTION 4.02(e). Section 4.02(e) of the Credit Agreement is
hereby deleted in its entirety.

     D. AMENDMENT TO SECTION 4.02(g). Section 4.02(g) of the Credit Agreement is
hereby deleted in its entirety.

     E. AMENDMENT TO SCHEDULE 2. Schedule 2 attached to the Credit  Agreement is
hereby amended by deleting in its entirety and  substituting in lieu thereof the
Schedule 2 attached hereto.

                                        2
<PAGE>
     F. AMENDMENT TO COMPLIANCE CERTIFICATE.  The form of Compliance Certificate
attached to the Credit  Agreement as Exhibit B is hereby amended and restated in
its entirety to read as set forth on Exhibit B to this Amendment.

SECTION 3. COMPANY'S REPRESENTATIONS AND WARRANTIES

     To induce the Lenders to enter into this  Amendment and to amend the Credit
Agreement in the manner provided herein,  the Company represents and warrants to
each Lender that the following statements are true, correct and complete:

     A. CORPORATE POWER AND AUTHORITY.  The Company has all requisite  corporate
power  and  authority  to  enter  into  this  Amendment  and to  carry  out  the
transactions  contemplated  by, and perform its  obligations  under,  the Credit
Agreement, as amended by this Amendment (the "AMENDED AGREEMENT").

     B.  AUTHORIZATION  OF  AGREEMENTS.  The  execution  and  delivery  of  this
Amendment  and  the  consummation  of  the  Amended  Agreement  have  been  duly
authorized by all necessary corporate action on the part of the Company.

     C. NO CONFLICT. The execution and delivery by the Company of this Amendment
and the consummation by the Company of the Amended Agreement do not and will not
(i) violate any  provision  of any law or any  governmental  rule or  regulation
applicable to the Company or its Subsidiaries,  the certificate of incorporation
or bylaws of the Company or any order,  judgment or decree of any court or other
agency of government  binding on the Company or its Subsidiaries,  (ii) conflict
with,  result in a breach of or constitute  (with due notice or lapse of time or
both)  a  default  under  any  Contractual  Obligation  of  the  Company  or its
Subsidiaries,  (iii) result in or require the creation or imposition of any Lien
upon any of the properties or assets of the Company or its Subsidiaries, or (iv)
require any  approval of  stockholders  or any approval or consent of any Person
under any contractual  obligation of the Company or its Subsidiaries (other than
the parties hereto).

     D. GOVERNMENTAL CONSENTS. The execution and delivery by the Company of this
Amendment and the  consummation  by the Company of the Amended  Agreement do not
and will not require any  registration  with,  consent or approval of, or notice
to, or other  action to, with or by, any  federal,  state or other  governmental
authority or regulatory body.

     E. BINDING OBLIGATION.  This Amendment has been duly executed and delivered
by the Company and this  Amendment  and the  Amended  Agreement  are the legally
valid and binding obligations of the Company, enforceable against the Company in
accordance with their respective terms,  except as may be limited by bankruptcy,
insolvency,  reorganization,  moratorium or similar laws relating to or limiting
creditors'   rights   generally  or  by  principles  oi  equity  and  commercial
reasonableness.

     F. INCORPORATION OF  REPRESENTATIONS  AND WARRANTIES FROM CREDIT AGREEMENT.
The  representations  and  warranties  contained  in Section  3.01 of the Credit
Agreement  are true,  correct and complete in all material  respects to the same
extent as though made on and as of the date hereof,  except as provided above or
to the extent such  representations  and  warranties  specifically  relate to an
earlier date, in which case they were true, correct and complete in all material
respects on and as of such earlier date.

                                        3
<PAGE>
     G.  ABSENCE OF DEFAULT.  No event has occurred  and is  continuing  or will
result from the consummation of the transactions  contemplated by this Amendment
that  would,  upon the giving of notice,  the  passage  of time,  or  otherwise,
constitute an Event of Default.

SECTION 4. CONDITIONS TO EFFECTIVENESS

     Section 1 and Section 2 of this Amendment shall become  effective as of the
date  hereof  (such date being  referred to herein as the  "Amendment  Effective
Date");  PROVIDED that all of the following conditions precedent shall have been
satisfied:

     A. The  Company  shall  have  delivered  to the  Administrative  Agent  the
following, each, unless otherwise noted, dated the Amendment Effective Date:

          (i)  Resolutions of its Board of Directors  approving and  authorizing
     the execution, delivery, and performance of this Amendment, certified as of
     the Amendment  Effective  Date by its  corporate  secretary or an assistant
     secretary  as  being in hill  force  and  effect  without  modification  or
     amendment;

          (ii) Signature and incumbency  certificates of its officers  executing
     this Amendment; and

          (iii) Executed copies of this Amendment.

     B. All corporate and other  proceedings  taken or to be taken in connection
with the transactions  contemplated hereby and all documents  incidental thereto
not previously found acceptable by the Agents,  acting on behalf of the Lenders,
and their counsel shall be  satisfactory in form and substance to the Agents and
such  counsel,  and the Agents and such  counsel  shall have  received  all such
counterpart  originals or certified  copies of such  documents as the Agents may
reasonably request.

SECTION 5. MISCELLANEOUS

     A.  Reference  to and  Effect on the  Credit  Agreement  and the Other Loan
Documents.

          (i)  On and  after  the  date  this  Amendment  becomes  effective  in
     accordance with its terms,  each reference in the Credit Agreement to "this
     Agreement",  "hereunder",  "hereof',  "herein"  or  words  of  like  import
     referring to the Credit  Agreement,  and each reference in the Notes to the
     "Credit  Agreement",  "thereunder",  "thereof'  or  words  of  like  import
     referring  to the Credit  Agreement  shall mean and be a  reference  to the
     Amended Agreement.

          (ii)  Except as  specifically  amended by this  Amendment,  the Credit
     Agreement  and the Notes  shall  remain in full  force and  effect  and are
     hereby ratified and confirmed.

          (iii) The execution,  delivery and performance of this Amendment shall
     not,  except  as  expressly  provided  herein,  constitute  a waiver of any
     provision of, or operate as a waiver of, any right,  power or remedy of the
     Agent or any Lender under, the Credit Agreement or the Notes.

     B. FEES AND EXPENSES.  The Company  acknowledges  that all costs,  fees and
expenses as described in Section  8.05 of the Credit  Agreement  incurred by the
Administrative  Agent and its counsel  with  respect to this  Amendment  and the
documents and transactions  contemplated  hereby shall be for the account of the
Company.

                                        4
<PAGE>
     C. HEADINGS. Section and subsection headings in this Amendment are included
herein for convenience of reference only and shall not constitute a part of this
Amendment for any other purpose or be given any substantive effect.

     D.  APPLICABLE  LAW.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     E.  COUNTERPARTS;  EFFECTIVENESS.  This  Amendment  may be  executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which when so executed and  delivered  shall be deemed an original,  but
all such counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single  counterpart so that all signature pages are physically  attached to
the same document.  This Amendment shall become  effective as of the date hereof
upon the execution  and delivery of a counterpart  hereof by the Company and the
Majority Lenders.

                  [Remainder of page intentionally left blank]

                                        5
<PAGE>
     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Amendment to be
duly  executed  and  delivered  by  their  respective  officers  thereunto  duly
authorized as of the date first written above.


                                        The Company:

                                        FINOVA Capital Corporation

                                        By: /s/ Meilee Smythe
                                            ------------------------------------
                                            Senior Vice President
                                            Treasurer

                                        By: /s/ Melissa Huckins
                                            ------------------------------------
                                            Vice President
                                            Assistant Treasurer

                                        The Lenders:

                                        CITIBANK, N.A. (Individually and as
                                        Agent and Administrative Agent)

                                        By: /s/ David L. Harris
                                            ------------------------------------
                                            Vice President

                                        BANK OF MONTREAL (Individually and as an
                                        Agent)

                                        By: /s/ Leon H. Sinclair
                                            ------------------------------------
                                            Director

                                        WELLS FARGO BANK, N.A.

                                        By: /s/ Eric A. Schultz
                                            ------------------------------------
                                            SVP/Division Mgr.

                                        By: /s/ Garry Franklin
                                            ------------------------------------

                                        FLEET BANK, N.A.

                                        By: /s/ Alex Meuhrer
                                            ------------------------------------
                                            Vice President
<PAGE>
                                        The CHASE MANHATTAN BANK (Individually
                                        and as an Agent)

                                        By: /s/ Roger Parker
                                            ------------------------------------
                                            Vice President

                                        CREDIT SUISSE FIRST BOSTON

                                        By: /s/ Jay Chall
                                            ------------------------------------
                                            Director

                                        By: /s/ Andrea E. Shkane
                                            ------------------------------------
                                            Vice President

                                        THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                        LOS ANGELES AGENCY

                                        By: /s/ Vicente L. Timiraos
                                            ------------------------------------
                                            SVP & SDGM

                                        NATIONSBANK, N.A.

                                        By: /s/ Shelly K. Harper
                                            ------------------------------------
                                            Vice President

                                        WESTDEUTSCHE LANDESBANK GIROZENTRALE-NEW
                                        YORK AND CAYMAN ISLANDS BRANCHES

                                        By: /s/ Raymond K. Miller
                                            ------------------------------------
                                            Vice President

                                        By: /s/ Leo G. Kapakos
                                            ------------------------------------
                                            Associate

                                        CREDIT LYONNAIS NEW YORK BRANCH

                                        By: /s/ Edward W. Leong
                                            ------------------------------------
                                            First Vice President & Manager

                                        BANCA MONTE DEI PASCHI DI SIENA S.p.A.
<PAGE>
                                        By: /s/ S.M. Sondak
                                            ------------------------------------
                                            F.V.P. & Dep General Manager

                                        By: /s/ Nicolas A. Kanaris
                                            ------------------------------------
                                            Vice President

                                        FMB BANK
                                        (formerly The First National Bank of
                                        Maryland)

                                        By: /s/ Andrew W. Fish
                                            ------------------------------------
                                            Vice President

                                        THE FIRST NATIONAL BANK OF CHICAGO

                                        By: /s/ Richard Wilson
                                            ------------------------------------
                                            AVP

                                        DRESDNER BANK, AG, NEW YORK AND GRAND
                                        CAYMAN BRANCHES

                                        By: /s/ Lloyd C. Stevens
                                            ------------------------------------
                                            Vice President

                                        By: /s/ George T. Ferguson
                                            ------------------------------------
                                            Assistant Vice President

                                        UNION BANK OF CALIFORNIA, N.A.

                                        By: /s/ Donald H. Rubin
                                            ------------------------------------
                                            Vice President

                                        ARAB BANKING CORPORATION, NEW YORK
                                        BRANCH

                                        By: /s/ Richard B. Whelan
                                            ------------------------------------
                                            Chief Representative

                                        THE BANK OF NOVA SCOTIA

                                        By: /s/ M. Van Otterloo
                                            ------------------------------------
                                            Sr. Relationship Manager
<PAGE>
                                        FIRST UNION NATIONAL BANK

                                        By: /s/ Jane W. Workman
                                            ------------------------------------
                                            Senior Vice President

                                        BANK OF HAWAII

                                        By: /s/ Brenda Testerman
                                            ------------------------------------
                                            Vice President

                                        BANQUE NATIONALE DE PARIS

                                        By: /s/ C. Bettles
                                            ------------------------------------
                                            Sr. V.P. & Manager

                                        By: /s/ D. Gohh
                                            ------------------------------------
                                            Vice President

                                        CREDIT AGRICOLE INDOSUEZ

                                        By: /s/ Patrick Cocquerel
                                            ------------------------------------
                                            First Vice President and
                                            Managing Director

                                        By: /s/ Kenneth C. Coulter
                                            ------------------------------------
                                            Vice President and Senior
                                            Relationship Manager

                                        DG BANK DEUTSCHE GENOSSENSCHAFTSBANK, AG

                                        By: /s/ Rob T. Jokhai
                                            ------------------------------------
                                            Assistant Vice President

                                        By: /s/ Andrew S. Resnick
                                            ------------------------------------
                                            Vice President

                                        KBC BANK N.V.

                                        By: /s/ Robert Snauffer
                                            ------------------------------------
                                            First Vice President

                                        By: /s/ Raymond F. Murray
                                            ------------------------------------
                                            First Vice President
<PAGE>
                                        UNITED STATES NATIONAL BANK OF OREGON

                                        By: /s/ Thomas W. Clgary
                                            ------------------------------------
                                            Vice President

                                        ABN AMRO BANK N.V.

                                        By: /s/ Ellen M. Coleman
                                            ------------------------------------
                                            Vice President

                                        By: /s/ John A. Miller
                                            ------------------------------------
                                            Group Vice President

                                        THE FUJI BANK, LTD. LOS ANGELES AGENCY

                                        By: /s/ Masahito Fukuoka
                                            ------------------------------------
                                            Joint Commercial Manager

                                        PARIBAS

                                        By: /s/ Carol Simon
                                            ------------------------------------
                                            Head of Credit

                                        By: /s/ Jean McCuer
                                            ------------------------------------
                                            Sr. Credit Finance

                                        DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN
                                        ISLANDS BRANCHES

                                        By: /s/ Gayma Z. Shivnarain
                                            ------------------------------------
                                            Director
                                            Vice President

                                        COMMERZBANK AG, LOS ANGELES BRANCH

                                        By: /s/ Christian Jagenberg
                                            ------------------------------------
                                            SVP and Manager

                                        By: /s/ Steven F. Largsen
                                            ------------------------------------
                                            Vice President
<PAGE>
                                        CHIBA BANK, LTD.

                                        By: /s/ Keiji Yoshioka
                                            ------------------------------------
                                            General Manager

                                        DEN DANSKE BANK AKTIESELSKAB, CAYMAN
                                        ISLANDS BRANCH

                                        By: /s/ George B. Wendell
                                            ------------------------------------
                                            Vice President

                                        By: /s/ John A. O'Neil
                                            ------------------------------------
                                            Vice President

                                        IMPERIAL BANK, A CALIFORNIA BANKING
                                        CORPORATION

                                        By: /s/ Clifford A Payson
                                            ------------------------------------
                                            Vice President