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                             NOTE PURCHASE AGREEMENT


                                     between


                   FIRST INVESTORS AUTO CAPITAL CORPORATION
                                   as Issuer,

                       FIRST UNION CAPITAL MARKETS CORP.,
                                  as Deal Agent

                                  the INVESTORS
                                  named herein

                           FIRST UNION NATIONAL BANK,
                               as Liquidity Agent

                                       and

                      VARIABLE FUNDING CAPITAL CORPORATION,
                                   as Company,


                           Dated as of January 1, 1998

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                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I

                                   DEFINITIONS

      Section 1.1 Definitions................................................1

                                   ARTICLE II

                               FUNDINGS; THE NOTE

      Section 2.1 Funding; The Note..........................................3
      Section 2.2 Acceptance and Custody of Note............................10
      Section 2.3 Fees......................................................10
      Section 2.4 Commercial Paper Limitations..............................11

                                   ARTICLE III

           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER

      Section 3.1 Representations, Warranties and Covenants of the Issuer...11

                                   ARTICLE IV

                                 INDEMNIFICATION

      Section 4.1 Indemnity.................................................13
      Section 4.2 Indemnity for Taxes, Reserves and Expenses................14
      Section 4.3 Other Costs, Expenses and Related Matters.................16

                                    ARTICLE V

                     THE DEAL AGENT AND THE LIQUIDITY AGENT

      Section 5.1 Authorization and Action..................................17
      Section 5.2 Delegation of Duties......................................17
      Section 5.3 Exculpatory Provisions....................................18
      Section 5.4 Reliance..................................................19
      Section 5.5 Non-Reliance on Deal Agent, Liquidity Agent and Other
      Investors.............................................................19
      Section 5.6 Reimbursement and Indemnification.........................20
      Section 5.7 Deal Agent and Liquidity Agent in their Individual
      Capacities............................................................20

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      Section 5.8 Successor Deal Agent or Liquidity Agent...................20

                                   ARTICLE VI

                           ASSIGNMENTS; PARTICIPATIONS

      Section 6.1 Assignments and Participations............................21

                                   ARTICLE VII

                                  MISCELLANEOUS

      Section 7.1 Notices, etc..............................................24
      Section 7.2 Successors and Assigns....................................24
      Section 7.3 Severability Clause.......................................25
      Section 7.4 Amendments................................................25
      Section 7.5 No Bankruptcy Petition Against the Company................26
      Section 7.6 Costs, Expenses and Taxes.................................26
      Section 7.7 Setoff....................................................26
      Section 7.8 No Recourse...............................................27
      Section 7.9 Further Assurances........................................27
      Section 7.10 Confidentiality..........................................27
      Section 7.11 GOVERNING LAW............................................28
      Section 7.12 WAIVER OF JURY TRIAL.....................................28
      Section 7.13 Counterparts.............................................28
      Section 7.14 Headings.................................................28

                                    EXHIBITS


EXHIBIT A...FORM OF NOTE

EXHIBIT B...FORM OF FUNDING REQUEST

EXHIBIT C...FORM OF ASSIGNMENT AND ACCEPTANCE

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                             NOTE PURCHASE AGREEMENT

      NOTE PURCHASE AGREEMENT, dated as of January 1, 1998, by and among:

      (1)   FIRST INVESTORS AUTO CAPITAL CORPORATION, a Delaware corporation, as
            Issuer (together with its successors and assigns, the "Issuer").

      (2)   the financial institutions listed on the signature pages of this
            Agreement under the heading "INVESTORS" and their respective
            permitted successors and assigns (but excluding participants under
            Section 6.1 hereof) (the "INVESTORS");

      (3)   VARIABLE FUNDING CAPITAL CORPORATION, a Delaware corporation (the
            "COMPANY");

      (4)   FIRST UNION CAPITAL MARKETS CORP. ("FCMC"), as the deal agent (the
            "DEAL AGENT") and as documentation agent (the "DOCUMENTATION
            AGENT"); and

      (5)   FIRST UNION NATIONAL BANK, with its main office located in
            Charlotte, North Carolina ("FIRST UNION"), as the liquidity agent
            (the "LIQUIDITY AGENT").


                            W I T N E S S E T H :

      WHEREAS, subject to the terms and conditions of the Security Agreement,
the Issuer desires to obtain funds from time to time from the Company, and to
evidence the obligation to repay such amounts through the issuance of the Note;

      WHEREAS, pursuant to the Security Agreement, the Issuer will pledge to the
Collateral Agent for the benefit of the Secured Party its interest in the
Receivables and related property including the Issuer's security interest in the
Financed Vehicles;

      NOW THEREFORE, the parties hereto agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

      SECTION 1.1 DEFINITIONS.

      Unless otherwise defined herein, all capitalized terms used herein shall
have the meanings given to such terms in the Security Agreement, dated as of
January 1, 1998 (the "SECURITY AGREEMENT"), among First Investors Financial
Services, Inc., as the Seller, the Issuer, as debtor, and First Union Capital
Markets Corp., as the Collateral Agent, and the Deal Agent, as 
<PAGE>
amended, modified and supplemented from time to time. The following terms shall
have the following meanings:

AGREEMENT:  This  Note  Purchase  Agreement,  as it may  from  time to time be
amended,  supplemented  or  otherwise  modified in  accordance  with the terms
hereof.

AGENT'S ACCOUNT: A special account (account number 01 41 96 47) in the name of
the Deal Agent, maintained at Bankers Trust Company.

ASSIGNMENT AND ACCEPTANCE: An assignment and acceptance entered into by an
Investor and an Eligible Assignee, and accepted by the Deal Agent, in
substantially the form of EXHIBIT C hereto.

CLOSING DATE:  January 1, 1998.

CODE: The Internal Revenue Code of 1986, as amended from time to time (including
any successor statute), and the regulations promulgated and the rulings issued
thereunder.

COMMITMENT: For each Investor, the commitment of such Investor to make Fundings
hereunder in an amount not to exceed the amount set forth under such Investor's
name on the signature pages of this Agreement, as such amount may be modified in
accordance with the terms hereof.

COMMITMENT TERMINATION DATE: December 31, 1998 or such later date to which the
Commitment Termination Date may be extended by written agreement among the
parties hereto.

ELIGIBLE ASSIGNEE: (a) (i) A Person whose short-term rating is at least A-1 from
S&P and P-1 from Moody's, or whose obligations under this Agreement are
guaranteed by a Person whose short-term rating is at least A-1 from S&P and P-1
from Moody's, or (ii) such other Person satisfactory to the Company, the Deal
Agent and each of the rating agencies rating the Commercial Paper and (b) a
Person approved by the Issuer.

FUNDING:  Any  advance by a  Purchaser  to the Issuer  hereunder  pursuant  to
Section 2.1(a) hereof.

FUNDING REQUEST:  Has the meaning specified in Section 2.1(a) hereof.

INDEMNIFIED AMOUNTS:  Has the meaning specified in Section 4.1 hereof.

INDEMNIFIED PARTIES:  Has the meaning specified in Section 4.1 hereof.

INITIAL  FUNDING:  The first  Funding  which is made  after the  Closing  Date
pursuant to Section 2.1(a) hereof.

NOTE:  The note issued to the Company  pursuant to Section  2.1(f)(i)  of this
Agreement.

ORIGINAL  INVESTMENT:  The  amount  advanced  to the  Issuer in respect of the
Initial  Funding  (without  reduction for any amount the Issuer  directs to be
deposited in the Reserve Account).

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<PAGE>
OTHER ISSUER: Any Person other than the Issuer that has entered into a transfer
and administration agreement, receivables purchase agreement, note purchase
agreement or other similar agreement with the Company and which is not a party
to any Transaction Document.

PRO-RATA  SHARE:  For each Investor,  the Commitment of such Investor  divided
by the Facility Limit.

PURCHASER:  Collectively,  the Company and the  Investors and any other Person
that agrees,  pursuant to the pertinent  Assignment  and  Acceptance,  to make
Fundings hereunder.

REGISTER:  Has the meaning specified in Section 6.1(c).

REQUIRED INVESTORS:  At any time, Investors with Commitments in excess of 50%
of the Facility Limit.

SECTION 4.2 COSTS:  Has the meaning specified in Section 4.2 hereof.
-----------------

SUBSEQUENT  FUNDING:  A  Funding  which is made  pursuant  to  Section  2.1(a)
hereof after the Initial Funding.

TRANSACTION COSTS:  Has the meaning specified in Section 4.3 hereof.

TRANSACTION DOCUMENTS:  This Agreement,  the Security Agreement,  the Purchase
Agreement, the Fee Letter and all other documents,  certificates,  reports and
agreements delivered in connection with the foregoing.

                                   ARTICLE II

                               FUNDINGS; THE NOTE

      SECTION 2.1 FUNDING; THE NOTE.

      (a) FUNDINGS. Upon the terms and subject to the conditions herein set
forth, the Company may, in its sole and absolute discretion, make advances and,
if the Company does not make any such advances, the Investors shall, make
advances (any such advance, whether made by the Company or the Investors, a
"FUNDING," the first such advance being the "INITIAL FUNDING" and each such
additional Funding occurring after the Initial Funding being a "SUBSEQUENT
FUNDING") to the Issuer from time to time on or after the Closing Date and prior
to (i) the Termination Date, in the case of the Company and (ii) the earlier of
the Termination Date and the Commitment Termination Date, in the case of the
Investors; PROVIDED, however, that the Issuer shall not request more than seven
(7) Fundings in any one calendar month and any Funding in excess of seven in any
one calendar month shall be void unless permitted in writing by the Deal Agent.
In connection with each Funding, the Issuer shall, by notice to the Deal Agent
in the form of Exhibit B hereto (a "FUNDING REQUEST") request such Funding at
least three (3) Business Days prior to the proposed date of such Funding. Such
notice shall specify the proposed Funding 

                                       3
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Amount (which shall be at least $1,000,000, except in the case of the Initial
Funding, which must be at least $5,000,000) and the proposed date of the
Funding.

      (b) PAYMENTS BY PURCHASERS. Following each Funding, the Company or each
Investor shall deposit to the Agent's Account, in immediately available funds an
amount equal to (i) the Funding, in the case of a Funding by the Company or (ii)
such Investor's Pro-Rata Share of the Funding, in the case of a Funding by the
Investors.

      (c) CONDITIONS TO FUNDING. Neither the Company nor any Investor shall, nor
shall either have any obligation to, advance any funds to the Issuer in
connection with any Funding unless on the date of such Funding (i) the sum of
the Net Investment after giving effect to such Funding plus the interest
component of Commercial Paper Notes would not exceed the Facility Limit; (ii)
the Net Investment, after giving effect to such Funding, would not be greater
than the Borrowing Base; (iii) an amount equal to the Initial Reserve Account
Deposit shall be on deposit in the Reserve Account; (iv) each representation and
warranty of the Issuer herein, in the Security Agreement or in any other
Transaction Document shall be true and correct; (v) a Wind-Down Event, an
Amortization Event, a Potential Termination Event, a Potential Wind-Down Event,
a Potential Amortization Event or an Incipient Coverage Shortfall shall not have
occurred or be continuing and the Termination Date shall not have occurred; (vi)
in connection with the Initial Funding, the conditions precedent set forth in
paragraph (g) of this Section shall be satisfied; and (vii) the aggregate amount
of outstanding Fundings (after giving effect to the amount of any requested
Funding) would not exceed the Facility Limit. In addition to the foregoing and
not in limitation thereof, no Investor shall, nor shall it have any obligation
to, advance funds to the Issuer in connection with any Funding unless the date
of such Funding occurs on or before the Commitment Termination Date.

      (d) FUNDING REQUEST IRREVOCABLE. The notice of the proposed Initial
Funding and any Funding Request shall be irrevocable and binding on the Issuer
and the Issuer shall indemnify the Company, the Liquidity Agent and the
Investors against any loss or expense incurred by the Company, either directly
or indirectly (including through the Liquidity Agreement) as a result of any
failure by the Issuer to complete the requested Funding including, without
limitation, any loss (including loss of anticipated profits) or expense incurred
by the Company, the Liquidity Agent or any Investor, either directly or
indirectly (including pursuant to the Liquidity Agreement), by reason of the
liquidation or re-employment of funds acquired by the Company, the Liquidity
Agent or any Investor (including, without limitation, funds obtained by issuing
commercial paper or promissory notes or obtaining deposits or loans from third
parties) for the Company, the Liquidity Agent or any Investor to complete the
requested Funding.

      (e) DISBURSEMENT OF FUNDS. No later than 3:00 p.m. (New York City time) on
the date on which a Funding is to be made, the Deal Agent will, to the extent of
funds received from Purchasers, make available to the Issuer in immediately
available funds, the amount of the Funding to be made on such day by remitting
the amount thereof to an account of the Issuer as designated in the related
notice requesting such Funding.

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<PAGE>
      (f)   THE NOTE.

            (i) The Issuer's obligation to pay the principal of and interest on
      all amounts advanced hereunder pursuant to any Funding shall be evidenced
      by a single note of the Issuer (the "NOTE") which shall (1) be dated the
      Closing Date; (2) be in the stated principal amount equal to the Facility
      Limit (as reflected from time to time on the grid attached thereto); (3)
      bear interest as provided therein; (4) be payable to the order of the Deal
      Agent, as agent for the Company and the Investors and mature on the
      Remittance Date occurring in the third calendar month following the
      calendar month in which the latest maturing Receivable (determined as of
      the Termination Date) is scheduled to mature (without regard to extensions
      subsequently granted on any Receivable by the Issuer or any servicing
      agent); (5) be entitled to the benefits of the Security Agreement; and (6)
      be substantially in the form of Exhibit A to this Agreement, with blanks
      appropriately completed in conformity herewith. The Deal Agent shall, and
      is hereby authorized to, make a notation on the schedule attached to the
      Note of the date and the amount of each Funding and the date and amount of
      the payment of principal thereon, and prior to any transfer of the Note,
      the Deal Agent shall endorse the outstanding principal amount of the Note
      on the schedule attached thereto; PROVIDED, HOWEVER, that failure to make
      such notation shall not adversely affect the Company's, the Deal Agent's,
      the Collateral Agent's, the Liquidity Agent's or any Investor's rights
      with respect to the Note.

            (ii) Although the Note shall be dated the Closing Date, interest in
      respect thereof shall be payable only for the periods during which amounts
      are outstanding thereunder and on such amounts as are outstanding
      thereunder. Although the stated principal amount of the Note shall be
      equal to the Facility Limit, the Note shall be enforceable with respect to
      the Issuer's obligation to pay the principal thereof only to the extent of
      the unpaid principal amount of the Fundings outstanding thereunder at the
      time such enforcement shall be sought.

      (g) The obligations of the Company, the Liquidity Agent and the Investors
under this Agreement are subject to the accuracy of the representations and
warranties on the part of the Issuer contained herein, as of the date hereof, as
of the Closing Date (as if made on such date) and as of the date of each Funding
(as if made on such date), to the performance by the Issuer of its obligations
under this Agreement and to the satisfaction of the following further conditions
on the Closing Date or the date of the Initial Funding, as indicated below:

            (i) The Deal Agent shall have received opinions, dated the Closing
      Date, of Buck, Keenan & Owens, L.L.P., special counsel to the Issuer, as
      to "true sale" and substantive nonconsolidation issues under the
      Bankruptcy Code (each such opinion referred to herein as a "BANKRUPTCY
      OPINION").

            (ii) The Deal Agent shall have received an opinion, dated the
      Closing Date, from Buck, Keenan & Owens, L.L.P., special counsel for the
      Issuer, with respect to:

                                       5
<PAGE>
                  (1) Each of the Note, this Agreement and the Security
            Agreement have been duly authorized, executed and delivered by the
            Issuer and is a valid and binding agreement, enforceable against the
            Issuer in accordance with its respective terms, except to the extent
            that enforcement thereof may be limited by (A) bankruptcy,
            insolvency, reorganization, moratorium or other similar laws now or
            hereafter in effect relating to creditors' rights generally, (B)
            general principles of equity (regardless of whether enforceability
            is considered in a proceeding at law or in equity) and (C) the
            qualification that certain remedial provisions of the Security
            Agreement may be unenforceable in whole or in part, but the
            inclusion of such provisions does not affect the validity of the
            Security Agreement, and the Security Agreement, together with
            applicable law, contains adequate remedial provisions for the
            practical realization of the benefits of the security created
            thereby;

                  (2) The pledge of the Receivables and the other property
            pledged by the Issuer to the Collateral Agent, on behalf of the
            Secured Parties pursuant to the Security Agreement, the compliance
            by the Issuer with all of the provisions of the Security Agreement,
            this Agreement and the Note and the consummation of the transactions
            therein or herein contemplated will not (A) conflict with or result
            in a breach of any of the terms or provisions of, or constitute a
            default under, any indenture, mortgage, deed of trust, loan
            agreement or other agreement or instrument known to such counsel to
            which the Issuer is a party or by which the Issuer is bound or to
            which any of the property or assets of the Issuer is subject, (B)
            result in any violation of the provisions of any order known to such
            counsel of any court or governmental agency or body having
            jurisdiction over the Issuer or any of its properties or (C) result
            in any violation of the provisions of the charter or the by-laws of
            the Issuer or any statute or any rule or regulation of any
            governmental agency or body having jurisdiction over the Issuer or
            any of its properties;

                  (3) No authorization, approval, consent or order of, or filing
            with, any court or governmental authority or agency is required by
            the Issuer in connection with the consummation of the transactions
            contemplated in the Security Agreement and this Agreement, except
            such as have been obtained;

                  (4) To the best of such counsel's knowledge and information,
            there are no legal or governmental proceedings pending or threatened
            (A) asserting the invalidity of the Security Agreement or this
            Agreement, (B) seeking to prevent the consummation by the Issuer of
            any of the transactions contemplated by the Security Agreement or
            this Agreement or (C) which might materially and adversely affect
            the performance by the Issuer of its obligations under the Security
            Agreement or this Agreement;

                  (5) The provisions of the Security Agreement are effective to
            create a valid security interest in the Collateral in favor of the
            Collateral Agent on behalf 

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<PAGE>
            of the Secured Parties and such security interest is perfected and
            prior to all other creditors of and purchasers from the Issuer; and

                  (6) The Issuer is not required to be registered as an
            "investment company" under the Investment Company Act of 1940, as
            amended.

            (iii) The Deal Agent shall have received an opinion, dated the
      Closing Date, from Buck, Keenan & Owens, L.L.P., counsel to the Seller, to
      the effect that:

                  (1) The Seller is a corporation organized, existing and in
            good standing under the laws of the State of Texas, with corporate
            power and authority to own its properties and conduct its business
            as currently conducted; and the Seller is qualified to do business
            as a foreign corporation in good standing in each jurisdiction in
            which it owns or leases substantial properties or in which the
            conduct of its business requires such qualification;

                  (2) The Seller has or had at all relevant times full power,
            authority and legal right to exercise, deliver and perform its
            obligations under the Purchase Agreement; and has or had at all
            relevant times full power, authority and legal right to acquire, own
            and transfer the Receivables and the other property transferred by
            it to the Issuer pursuant to the Purchase Agreement;

                  (3) The Purchase Agreement has been duly authorized, executed
            and delivered by the Seller and is a valid and binding agreement,
            enforceable against the Seller in accordance with its terms, except
            to the extent that enforcement thereof may be limited by (A)
            bankruptcy, insolvency, reorganization, moratorium or other similar
            laws now or hereafter in effect relating to creditors', rights
            generally and (B) general principles of equity (regardless of
            whether enforcement is considered in a proceeding in equity or at
            law);

                  (4) The transfer of the Receivables and the other property
            transferred by the Seller to the Issuer pursuant to the Purchase
            Agreement, the compliance by the Seller with all of the provisions
            of the Purchase Agreement, the Security Agreement and this Agreement
            and the consummation of the transactions therein or herein
            contemplated will not (A) conflict with or result in a breach of any
            of the terms or provisions of, or constitute a default under, any
            indenture, mortgage, deed of trust, loan agreement or other
            agreement or instrument known to such counsel to which the Seller is
            a party or by which the Seller is bound or to which any of the
            property or assets of the Seller is subject, (B) result in any
            violation of the provisions of any order known to such counsel of
            any court or governmental agency or body having jurisdiction over
            the Seller or any of its properties or (C) result in any violation
            of the provisions of the charter or the by-laws of the Seller or any
            statute or any rule or regulation of any governmental agency or body
            having jurisdiction over the Seller or any of its properties;

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<PAGE>
                  (5) No authorization, approval, consent or order of, or filing
            with, any court or governmental authority or agency is required by
            the Seller in connection with the consummation of the transactions
            contemplated in the Purchase Agreement and this Agreement, except
            such as have been obtained; and

                  (6) To the best of such counsel's knowledge and information,
            there are no legal or governmental proceedings pending or threatened
            (A) asserting the invalidity of the Purchase Agreement, the Security
            Agreement or this Agreement, (B) seeking to prevent the consummation
            by the Seller of any of the transactions contemplated by the
            Purchase Agreement, the Security Agreement or this Agreement or (C)
            which might materially and adversely affect the performance by the
            Seller of its obligations under the Purchase Agreement, the Security
            Agreement or this Agreement.

            (iv) The Deal Agent shall have received written confirmation from
      both Moody's and S&P that the purchase by VFCC of any interest in the Note
      hereunder will not cause either such rating agency to reduce its rating of
      the Commercial Paper below A-1, in the case of S&P and P-1, in the case of
      Moody's.

            (v) The Deal Agent shall have received certificates of the Issuer,
      dated the Closing Date and as of the date of the Initial Funding (if not
      the Closing Date), stating that (A) its representations and warranties
      made herein and in the Security Agreement are true and correct as of the
      Closing Date or the date of the Initial Funding (if not the Closing Date),
      and (B) the Issuer has complied with all agreements and satisfied all
      conditions to be satisfied on its part pursuant to this Agreement at or
      prior to the Closing Date or the date of the Initial Funding (if not the
      Closing Date).

            (vi)  [reserved]

            (vii) All conditions precedent to the authentication and delivery of
      the Note under this Agreement shall have been satisfied on or before the
      Closing Date.

            (viii) Each party shall have performed and complied with all
      agreements and conditions contained herein and in the Security Agreement
      and all other documents delivered in connection herewith or therewith
      which are required to be performed or complied with by such party on or
      before the Closing Date and as of the date of the Initial Funding (if not
      the Closing Date).

            (ix) This Agreement, the Purchase Agreement and the Security
      Agreement shall have been duly authorized, executed and delivered by the
      respective parties thereto, shall be in full force and effect on the
      Closing Date and as of the date of the Initial Funding (if not the Closing
      Date) and shall be in form and substance satisfactory to the Deal Agent.

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<PAGE>
            (x) The Deal Agent shall have received the following, in each case
      in form and substance satisfactory to it:

                  (1) copy of the resolutions of the Board of Directors of the
            Issuer, certified by the Secretary or an Assistant Secretary as of
            the Closing Date, duly authorizing the execution, delivery and
            performance by the Issuer of the documents executed by or on behalf
            of the Issuer in connection with the transactions contemplated by
            this Agreement and the Security Agreement; and attesting to the
            names and true signatures of the person or persons executing and
            delivering each such document;

                  (2) a copy of the resolutions of the Board of Directors of the
            Seller, certified by the Secretary or an Assistant Secretary of the
            Seller as of the Closing Date, duly authorizing the execution,
            delivery and performance by the Seller of the Purchase Agreement and
            any other documents executed by or on behalf of the Seller in
            connection with the transactions contemplated hereby; and an
            incumbency certificate of the Seller as to the person or persons
            executing and delivering each such document;

                  (3) a certificate of the Collateral Agent dated as of the
            Closing Date regarding its authority and the incumbency of its
            officers; and

                  (4) such other documents and evidence with respect to the
            Issuer, the Seller and the Servicer as the Deal Agent may reasonably
            request in order to establish the corporate existence and good
            standing of each thereof, the proper taking of all appropriate
            corporate proceedings in connection with the transactions
            contemplated by this Agreement, the Security Agreement, the
            Servicing Agreement and the Purchase Agreement and the compliance
            with the conditions set forth herein and therein, in any case as of
            the Closing Date and/or the date of the Initial Funding.

            (xi) No fact or condition shall exist as of either the Closing Date
      or the date of the Initial Funding under applicable law or applicable
      regulations thereunder or interpretations thereof by any regulatory
      authority which in the Deal Agent's reasonable opinion would make it
      unlawful to issue the Note or for the Issuer or any of the other parties
      thereto to perform their respective obligations under this Agreement, the
      Security Agreement and the Purchase Agreement.

            (xii) On or prior to the Closing Date, the Seller and the Issuer
      shall have filed any financing statements or amendments thereto, wherever
      necessary or advisable, in order to perfect the transfer and assignment of
      the Receivables to the Issuer and the grant of the security interest
      therein to the Collateral Agent and shall have delivered file-stamped
      copies of such financing statements or other evidence of the filing
      thereof to the Company.

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<PAGE>
            (xiii) All taxes and fees due in connection with the filing of the
      financing statements referred to in clause (xii) of this Section 2.1(g)
      shall have been paid in full or duly provided for.

            (xiv) [reserved]

            (xv) As of either the Closing Date or the date of the Initial
      Funding, no action or proceeding shall have been instituted nor shall any
      governmental action be threatened before any court or governmental agency
      nor shall any order, judgment or decree have been issued or proposed to be
      issued by any court or governmental agency to set aside, restrain, enjoin
      or prevent the performance of this Agreement or any of the other
      agreements or the transactions contemplated hereby.

            (xvi) The Deal Agent shall, as of the Closing Date and the date of
      the Initial Funding, have been furnished with such other documents and
      opinions (including executed copies, addressed to it or otherwise
      expressly allowing it to rely thereon of such documents or opinions)
      delivered to any other person in connection with this Agreement and the
      transactions contemplated hereby as it may reasonably require, and all
      documents and opinions as well as actions and proceedings taken by the
      Issuer in connection with the issuance of the Note shall be satisfactory
      in form and substance to the Deal Agent and its counsel.

            (xvii) [reserved]

            (xviii) The Company shall have received, in substance reasonably
      satisfactory to the Company, the Fee Letter dated as of the Closing Date.

            (xix) The Reserve Account shall have been established at Bankers
      Trust Company and either on or before the date of the Initial Funding the
      Initial Reserve Account Deposit by the Issuer into the Reserve Account
      shall have been made or instructions shall have been given to the Deal
      Agent to deduct such amount from the amount of the Initial Funding and
      paid to the Reserve Account Agent.

      SECTION 2.2 ACCEPTANCE AND CUSTODY OF NOTE.

      On the Closing Date, the Deal Agent shall take delivery of the Note and
maintain custody thereof on behalf of the Purchasers.

      SECTION 2.3 FEES.

      The Issuer shall pay to the Company, the Program Fee and the Liquidity Fee
at the times and in the amounts set forth in the Fee Letter. Such fees are
non-refundable.

                                       10
<PAGE>
      SECTION 2.4 COMMERCIAL PAPER LIMITATIONS.

      The Deal Agent (on behalf of the Company) will not cause or permit to be
(i) issued any Commercial Paper Notes with a maturity date exceeding 90 days or
(ii) allocated to purchase of the Note or the maintenance of VFCC's investment
in the Note, Commercial Paper Notes with more than 15 different maturity dates
outstanding at any time.

                                   ARTICLE III

           REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER


      SECTION 3.1 REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER.

      The Issuer represents and warrants to and covenants with the Company, the
Deal Agent, the Liquidity Agent and the Investors as of the Closing Date and,
except as otherwise provided herein, as of each date of any Funding that:

      (a) ORGANIZATION AND GOOD STANDING. The Issuer is a corporation duly
organized and validly existing in good standing under the laws of the
jurisdiction of its incorporation, and has full corporate power, authority and
legal right to own its properties and conduct its business as such properties
are presently owned and such business is presently conducted, and to execute,
deliver and perform its obligations under this Agreement and to execute, deliver
and perform its obligations under the Note.

      (b) DUE QUALIFICATION. The Issuer is duly qualified to do business and is
in good standing as a foreign corporation in any state required in order to
conduct its business, and has obtained all necessary licenses and approvals, in
each jurisdiction in which failure to so qualify or to obtain such licenses and
approvals would have a material adverse effect on the conduct of the Issuer's
business.

      (c) DUE AUTHORIZATION. The Issuer has the power and authority to execute
and deliver this Agreement, the Security Agreement and the Note. The execution
and delivery of this Agreement, the Security Agreement and the Note by the
Issuer and the consummation of the transactions provided for in this Agreement
and the Security Agreement have been duly authorized by the Issuer by all
necessary corporate action on the part of the Issuer.

      (d) NO CONFLICT. The execution and delivery of this Agreement, the
Security Agreement and the Note, the performance of the transactions
contemplated by this Agreement and the Security Agreement and the fulfillment of
the terms hereof will not conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time
or both) a default under, any Requirement of Law applicable to the Issuer or any
indenture, contract, agreement, mortgage, deed of trust, or other material
instrument to which the Issuer is a party or by which it or any of its
properties are bound.

                                       11
<PAGE>
      (e) NO PROCEEDINGS. There are no proceedings or investigations pending or,
to the best knowledge of the Issuer, threatened, before any court, regulatory
body, administrative agency, arbitrator or other tribunal or governmental
instrumentality (i) asserting the invalidity of this Agreement, the Security
Agreement or the Note, (ii) seeking to prevent the issuance of the Note or the
consummation of any of the transactions contemplated by this Agreement, the
Security Agreement or the Note, (iii) seeking any determination or ruling that,
individually or in the aggregate, in the reasonable judgment of the Issuer,
would materially and adversely affect the performance by the Issuer of its
obligations under this Agreement, the Security Agreement or the Note, or (iv)
seeking any determination or ruling that would materially and adversely affect
the validity or enforceability of this Agreement, the Security Agreement or the
Note.

      (f) ALL CONSENTS REQUIRED. All approvals, authorizations, consents, orders
or other actions of any Person or of any governmental body or official required
to be obtained on or prior to the date hereof in connection with the execution
and delivery of this Agreement, the Security Agreement and the Note, the
performance by the Issuer of the transactions contemplated by this Agreement,
the Security Agreement and the fulfillment by the Issuer of the terms hereof,
have been obtained.

      (g) SOLVENCY. The Issuer is not insolvent and will not be rendered
insolvent immediately following the consummation on the Closing Date of the
transactions contemplated by this Agreement and the Security Agreement,
including the pledge by the Issuer to the Collateral Agent of the Collateral
specified in Section 2.1 of the Security Agreement.

      (h) NO TERMINATION EVENT. After giving effect to the payment by the
Company of the Original Investment and the issuance of the Note and the making
of any Subsequent Funding, no Potential Termination Event, Potential Wind-Down
Event, Potential Amortization Event, Termination Event, Wind-Down Event,
Amortization Event or Incipient Coverage Shortfall exists.

      (i) INFORMATION FURNISHED TO THE COMPANY. All information furnished by or
on behalf of the Issuer to the Deal Agent will be true and complete in all
material respects.

      (j) TAXES. The Issuer has filed all tax returns required to be filed and
has paid or made adequate provision for the payment of all its taxes,
assessments and other governmental charges.

      (k) COMPLIANCE. The Issuer has complied in all material respects with all
Requirements of Law in respect of the conduct of its business and ownership of
its property.

      (l) INVESTMENT COMPANY. The Issuer is not an "investment company" within
the meaning of the Investment Company Act of 1940, as amended, or is exempt from
the provisions of such act.

                                       12
<PAGE>
      (m) ERISA. The Issuer is in compliance with ERISA in all material
respects. No Plan Event has occurred or is expected to occur that might result,
directly or indirectly, in any lien being imposed on the property of the Issuer.

      (n) HEDGING. The Issuer will not enter into Interest Rate Hedges or other
agreements or mechanisms for hedging except as set forth in Section 3.2(n) of
the Security Agreement.

      The representations and warranties set forth in this Section 3.1 shall
survive the pledge and grant of a lien in the respective Receivables to the
Collateral Agent as agent for the Noteholder. Upon discovery by the Issuer, the
Company, the Deal Agent, the Liquidity Agent or any of the Investors of a breach
of any of the foregoing representations and warranties, the party discovering
such breach shall give prompt written notice to the others.

                                   ARTICLE IV

                                 INDEMNIFICATION

      SECTION 4.1 INDEMNITY.

      Without limiting any other rights which the Company, the Deal Agent, the
Liquidity Agent, any of the Investors, the Reserve Account Agent, the Collateral
Agent, the Liquidity Provider and the Credit Support Provider and any permitted
assigns and their respective agents, officers, directors and employees
(collectively, "INDEMNIFIED PARTIES") may have hereunder or under applicable
law, the Issuer agrees to indemnify each Indemnified Party from and against any
and all damages, losses, claims, liabilities, costs and expenses, including,
reasonable attorneys' fees (which such attorneys may be employees of such
Indemnified Party) and disbursements (all of the foregoing being collectively
referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred by any of them
arising out of or as a result of this Agreement or the ownership, either
directly or indirectly, by any such Indemnified Party of the Note excluding,
however, (i) Indemnified Amounts to the extent resulting from gross negligence
or willful misconduct on the part of such Indemnified Party or (ii) recourse
(except as otherwise specifically provided in this Agreement) for uncollectible
Receivables. Such Indemnified Amounts shall be paid in accordance with Section
5.1 of the Security Agreement. Without limiting the generality of the foregoing,
the Issuer shall indemnify each Indemnified Party for Indemnified Amounts
relating to or resulting from:

      (a) reliance on any representation or warranty made by the Issuer or the
Servicer (or any officers of the Issuer or the Servicer) under or in connection
with this Agreement, the Servicing Agreement, any Servicer's Certificate or any
other information or report delivered by the Issuer or the Servicer pursuant
hereto or thereto, which shall have been false or incorrect in any material
respect when made or deemed made;

      (b) the failure by the Issuer or the Servicer to comply with any
applicable law, rule or regulation with respect to the Collateral, or the
nonconformity of the Collateral with any such applicable law, rule or
regulation;

                                       13
<PAGE>
      (c) the failure to vest and maintain vested in the Collateral Agent a
first priority perfected security interest in the Collateral, free and clear of
any Lien;

      (d) the failure to file, or any delay in filing, financing statements,
continuation statements, or other similar instruments or documents under the UCC
of any applicable jurisdiction or other applicable laws with respect to all or
any part of the Collateral in order to maintain the first priority perfected
security interest of the Collateral Agent in such Collateral;

      (e) 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 not being the
legal, valid and binding obligation of such Obligor enforceable against it in
accordance with its terms), or any other claim resulting from the sale of a
Financed Vehicle or services related to such Receivable or the furnishing or
failure to furnish such Financed Vehicle or services;

      (f) any failure of the Issuer to perform its duties or obligations in
accordance with the provisions of Articles IV and V of the Security Agreement;
or

      (g) any products liability claim or personal injury or property damage
suit or other similar or related claim or action of whatever sort arising out of
or in connection with the related Financed Vehicle or related merchandise or
services which are the subject of any Receivable; PROVIDED, HOWEVER, that if the
Company enters into agreements for the purchase of interests in receivables from
one or more Other Issuers, the Company shall allocate such Indemnified Amounts
which are in connection with the Liquidity Agreement or the Credit Support
Agreement to the Issuer and each Other Issuer; and PROVIDED, FURTHER, that if
such Indemnified Amounts are attributable to the Issuer and not attributable to
any Other Issuer, the Issuer shall be solely liable for such Indemnified Amounts
or if such Indemnified Amounts are attributable to Other Issuers and not
attributable to the Issuer, such Other Issuers shall be solely liable for such
Indemnified Amounts.

      SECTION 4.2 INDEMNITY FOR TAXES, RESERVES AND EXPENSES.

      (a) If after the date hereof, the adoption of any Law or bank regulatory
guideline or any amendment or change in the interpretation of any existing or
future Law or bank regulatory guideline by any Official Body charged with the
administration, interpretation or application thereof, or the compliance with
any directive of any Official Body (in the case of any bank regulatory
guideline, whether or not having the force of Law):

                  (1) shall subject any Indemnified Party to any tax, duty or
            other charge with respect to this Agreement, the Note, the Net
            Investment, the Collateral or payments of amounts due hereunder, or
            shall change the basis of taxation of payments to any Indemnified
            Party of amounts payable in respect of this Agreement, the Note, the
            Net Investment, the Collateral or payments of amounts due hereunder
            or its obligation to advance funds under the Liquidity Agreement,

                                       14
<PAGE>
            the Credit Support Agreement or otherwise in respect of this
            Agreement, the Note, the Net Investment or the Collateral (except
            for changes in the rate of general corporate, franchise, net income
            or other income tax imposed on such Indemnified Party by the
            jurisdiction in which such Indemnified Party's principal executive
            office is located); or

                  (2) shall impose, modify or deem applicable any reserve,
            special deposit or similar requirement (including, without
            limitation, any such requirement imposed by the Board of Governors
            of the Federal Reserve System) against assets of, deposits with or
            for the account of, or credit extended by, any Indemnified Party or
            shall impose on any Indemnified Party or on the United States market
            for certificates of deposit or the London interbank market any other
            condition affecting this Agreement, the Note, the Net Investment,
            the Collateral or payments of amounts due hereunder or its
            obligation to advance funds under the Liquidity Agreement, the
            Credit Support Agreement or otherwise in respect of this Agreement,
            the Note, the Net Investment or the Collateral;

                  (3) imposes upon any Indemnified Party any other expense
            (including, without limitation, reasonable attorneys, fees and
            expenses, and expenses of litigation or preparation therefor in
            contesting any of the foregoing) with respect to this Agreement, the
            Note, the Net Investment, the Collateral or payments of amounts due
            hereunder or its obligation to advance funds under the Liquidity
            Agreement or the Credit Support Agreement or otherwise in respect of
            this Agreement, the Note, the Net Investment or the Collateral;

and the result of any of the foregoing is to increase the cost to such
Indemnified Party with respect to this Agreement, the Note, the Net Investment,
the Collateral, the obligations hereunder, the funding of any purchases
hereunder, the Liquidity Agreement or the Credit Support Agreement, by an amount
deemed by such Indemnified Party to be material, then within 10 days after
demand by the Company, the Issuer shall pay to the Company such additional
amount or amounts as will compensate such Indemnified Party for such increased
cost PROVIDED that no such amount shall be payable with respect to any period
commencing more than 90 days prior to the date the Company first notifies the
Issuer of its intention to demand compensation therefor under this Section
4.2(a).

      (b) If any Indemnified Party shall have determined that after the date
hereof, the adoption of any applicable Law or bank regulatory guideline
regarding capital adequacy, or any change therein, or any change in the
interpretation thereof by any Official Body, or any directive regarding capital
adequacy (in the case of any bank regulatory guideline, whether or not having
the force of law) of any such Official Body, has or would have the effect of
reducing the rate of return on capital of such Indemnified Party (or its parent)
as a consequence of such Indemnified Party's obligations hereunder or with
respect hereto to a level below that which such Indemnified Party (or its
parent) could have achieved but for such adoption, change, request or directive
(taking into consideration its policies with respect to capital adequacy) by an
amount deemed by such Indemnified Party to be material, then from time to time,
within 10 days after demand by 

                                       15
<PAGE>
the Company, the Issuer shall pay to the Deal Agent (for payment by the Deal
Agent to such Indemnified Party) such additional amount or amounts as will
compensate such Indemnified Party (or its parent) for such reduction; PROVIDED
that no such amount shall be payable with respect to any period commencing less
than 30 days after the date an Indemnified Party first notifies the Issuer of
its intention to demand compensation under this Section 4.2(b).

      (c) The Company will promptly notify the Issuer of any event of which it
has knowledge, occurring after the date hereof, which will entitle an
Indemnified Party to compensation pursuant to this Section 4.2. A notice by the
Company claiming compensation under this Section and setting forth the
additional amount or amounts to be paid to it hereunder shall be conclusive in
the absence of manifest error. In determining such amount, the Company may use
any reasonable averaging and attributing methods.

      (d) Anything in this Section 4.2 to the contrary notwithstanding, if the
Company enters into agreements for the acquisition of interests in receivables
from one or more Other Issuers, the Company shall allocate the liability for any
amounts under this Section 4.2 ("SECTION 4.2 COSTS") ratably to the Issuer and
each Other Issuer; and PROVIDED, FURTHER, that if such Section 4.2 Costs are
attributable to the Issuer and not attributable to any Other Issuer, the Issuer
shall be solely liable for such Section 4.2 Costs or if such Section 4.2 Costs
are attributable to Other Issuers and not attributable to the Issuer, such Other
Issuers shall be solely liable for such Section 4.2 Costs.

      SECTION 4.3 OTHER COSTS, EXPENSES AND RELATED MATTERS.

      The Issuer agrees, upon receipt of a written invoice, to pay or cause to
be paid, in accordance with 5.1(a)(viii) of the Security Agreement and to save
each Indemnified Party harmless against liability for the payment of, all
reasonable out-of-pocket expenses (including, without limitation, attorneys',
accountant's and other third parties' fees and expenses, any filing fees and
expenses incurred by officers or employees of such Indemnified Party) incurred
by or on behalf of such Indemnified Party (i) in connection with the
negotiation, execution, delivery and preparation of this Agreement, the Note and
the Security Agreement and any documents or instruments delivered pursuant
hereto or thereto and the transactions contemplated hereby and thereby and (ii)
from time to time (a) relating to any amendments, waivers or consents under this
Agreement, the Note and the Security Agreement, (b) arising in connection with
such Indemnified Party's enforcement or preservation of rights (including,
without limitation, the perfection and protection of the Collateral Agent's
security interest in the Collateral), or (c) arising in connection with any
audit, dispute, disagreement, litigation or preparation for litigation involving
this Agreement (all of such amounts, collectively, "TRANSACTION COSTS").

                                       16
<PAGE>
                                    ARTICLE V

                     THE DEAL AGENT AND THE LIQUIDITY AGENT

      SECTION 5.1 AUTHORIZATION AND ACTION.

      (a) Each Investor hereby designates and appoints the Deal Agent as Deal
Agent hereunder, and authorizes the Deal Agent to take such actions as agent on
its behalf and to exercise such powers as are delegated to the Deal Agent by the
terms of this Agreement together with such powers as are reasonably incidental
thereto. The Deal Agent shall not have any duties or responsibilities, except
those expressly set forth herein, or any fiduciary relationship with any
Investor, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities on the part of the Deal Agent shall be read into this
Agreement or otherwise exist for the Deal Agent. In performing its functions and
duties hereunder, the Deal Agent shall act solely as agent for the Investors and
does not assume nor shall be deemed to have assumed any obligation or
relationship of trust or agency with or for the Issuer or any of its successors
or assigns. The Deal Agent shall not be required to take any action which
exposes the Deal Agent to personal liability or which is contrary to this
Agreement or applicable law. The appointment and authority of the Deal Agent
hereunder shall terminate at the indefeasible payment in full of all of the Net
Investment, all Carrying Costs and any other amount due under this Agreement,
the Note, the Security Agreement or the Fee Letter.

      (b) Each Investor hereby designates and appoints First Union National Bank
as Liquidity Agent hereunder, and authorizes the Liquidity Agent to take such
actions as agent on its behalf and to exercise such powers as are delegated to
the Liquidity Agent by the terms of this Agreement together with such powers as
are reasonably incidental thereto. The Liquidity Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Investor, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of the
Liquidity Agent shall be read into this Agreement or otherwise exist for the
Liquidity Agent. In performing its functions and duties hereunder, the Liquidity
Agent shall act solely as agent for the Investors and does not assume nor shall
be deemed to have assumed any obligation or relationship of trust or agency with
or for the Issuer or any of its successors or assigns. The Liquidity Agent shall
not be required to take any action which exposes the Liquidity Agent to personal
liability or which is contrary to this Agreement or applicable law. The
appointment and authority of the Liquidity Agent hereunder shall terminate at
the indefeasible payment in full of all of the Net Investment, all Carrying
Costs and any other amount due under this Agreement, the Note, the Security
Agreement or the Fee Letter.

      SECTION 5.2 DELEGATION OF DUTIES.

      (a) The Deal Agent may execute any of its duties under this Agreement by
or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Deal Agent shall
not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

                                       17
<PAGE>
      (b) The Liquidity Agent may execute any of its duties under this Agreement
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Liquidity Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

      SECTION 5.3 EXCULPATORY PROVISIONS.

      (a) Neither the Deal Agent nor any of its directors, officers, agents or
employees shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Agreement (except for its,
their or such Person's own gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Investors for any recitals, statements,
representations or warranties made by the Issuer contained in this Agreement or
in any certificate, report, statement or other document referred to or provided
for in, or received under or in connection with, this Agreement or for the
value, validity, effectiveness, genuineness, enforceability or sufficiency of
this Agreement or any other document furnished in connection herewith, or for
any failure of the Issuer to perform its obligations hereunder, or for the
satisfaction of any condition specified in Section 2.1. The Deal Agent shall not
be under any obligation to any Investor to ascertain or to inquire as to the
observance or performance of any of the agreements or covenants contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
the Issuer. The Deal Agent shall not be deemed to have knowledge of any
Potential Termination Event, Potential Wind-Down Event, Potential Amortization
Event, Termination Event, Wind-Down Event, Amortization Event or Incipient
Coverage Shortfall unless the Deal Agent has received notice from the Issuer or
an Investor.

      (b) Neither the Liquidity Agent nor any of its directors, officers, agents
or employees shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Agreement (except for its,
their or such Person's own gross negligence or willful misconduct), or (ii)
responsible in any manner to the Deal Agent or any of the Investors for any
recitals, statements, representations or warranties made by the Issuer contained
in this Agreement or in any certificate, report, statement or other document
referred to or provided for in, or received under or in connection with, this
Agreement or for the value, validity, effectiveness, genuineness, enforceability
or sufficiency of this Agreement or any other document furnished in connection
herewith, or for any failure of the Issuer to perform its obligations hereunder,
or for the satisfaction of any condition specified in Section 2.1. The Liquidity
Agent shall not be under any obligation to the Deal Agent or any Investor to
ascertain or to inquire as to the observance or performance of any of the
agreements or covenants contained in, or conditions of, this Agreement, or to
inspect the properties, books or records of the Issuer. The Liquidity Agent
shall not be deemed to have knowledge of any Potential Termination Event,
Potential Wind-Down Event, Potential Amortization Event, Termination Event,
Wind-Down Event, Amortization Event or Incipient Coverage Shortfall unless the
Liquidity Agent has received notice from the Issuer, the Deal Agent or an
Investor.

                                       18
<PAGE>
      SECTION 5.4 RELIANCE.

      (a) The Deal Agent shall in all cases be entitled to rely, and shall be
fully protected in relying, upon any document believed by it to be genuine and
correct and to have been signed, sent or made by the proper Person or Persons
and upon advice and statements of legal counsel (including, without limitation,
counsel to the Issuer), independent accountants and other experts selected by
the Deal Agent. The Deal Agent shall in all cases be fully justified in failing
or refusing to take any action under this Agreement or any other document
furnished in connection herewith unless it shall first receive such advice or
concurrence of the Company or the Required Investors or all of the Investors, as
applicable, as it deems appropriate or it shall first be indemnified to its
satisfaction by the Investors, PROVIDED that unless and until the Deal Agent
shall have received such advice, the Deal Agent may take or refrain from taking
any action, as the Deal Agent shall deem advisable and in the best interests of
the Investors. The Deal Agent shall in all cases be fully protected in acting,
or in refraining from acting, in accordance with a request of the Company or the
Required Investors or all of the Investors, as applicable, and such request and
any action taken or failure to act pursuant thereto shall be binding upon all
the Investors.

      (b) The Liquidity Agent shall in all cases be entitled to rely, and shall
be fully protected in relying, upon any document or conversation believed by it
to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Issuer), independent accountants and other
experts selected by the Liquidity Agent. The Liquidity Agent shall in all cases
be fully justified in failing or refusing to take any action under this
Agreement or any other document furnished in connection herewith unless it shall
first receive such advice or concurrence of Required Investors as it deems
appropriate or it shall first be indemnified to its satisfaction by the
Investors, PROVIDED that unless and until the Liquidity Agent shall have
received such advice, the Liquidity Agent may take or refrain from taking any
action, as the Liquidity Agent shall deem advisable and in the best interests of
the Investors. The Liquidity Agent shall in all cases be fully protected in
acting, or in refraining from acting, in accordance with a request of the
Required Investors and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Investors.

      SECTION 5.5 NON-RELIANCE  ON DEAL  AGENT,  LIQUIDITY  AGENT  AND  OTHER
INVESTORS.

      Each Investor expressly acknowledges that neither the Deal Agent, the
Liquidity Agent nor any of its officers, directors, employees, agents,
attorneys-in-fact or affiliates has made any representations or warranties to it
and that no act by the Deal Agent hereafter taken, including, without
limitation, any review of the affairs of the Issuer, shall be deemed to
constitute any representation or warranty by the Deal Agent or the Liquidity
Agent. Each Investor represents and warrants to the Deal Agent and to the
Liquidity Agent that it has and will, independently and without reliance upon
the Deal Agent, the Liquidity Agent or any other Investor and based on such
documents and information as it has deemed appropriate, made its own appraisal
of and investigation into the business, operations, property, prospects,
financial and other conditions and creditworthiness of the Issuer and made its
own decision to enter into this Agreement.

                                       19
<PAGE>
      SECTION 5.6 REIMBURSEMENT AND INDEMNIFICATION.

      The Investors agree to reimburse and indemnify the Company, the Deal
Agent, the Liquidity Agent and each of their respective officers, directors,
employees, representatives and agents ratably according to their Pro Rata
Shares, to the extent not paid or reimbursed by the Issuer (i) for any amounts
for which the Company, the Liquidity Agent, acting in its capacity as Liquidity
Agent, or the Deal Agent, acting in its capacity as Deal Agent, is entitled to
reimbursement by the Issuer hereunder and (ii) for any other expenses incurred
by the Company, the Liquidity Agent, acting in its capacity as Liquidity Agent,
or the Deal Agent, in its capacity as Deal Agent and acting on behalf of the
Investors, in connection with the administration and enforcement of this
Agreement.

      SECTION 5.7 DEAL  AGENT  AND  LIQUIDITY  AGENT  IN  THEIR   INDIVIDUAL
CAPACITIES.

      The Deal Agent, the Liquidity Agent and each of their respective
Affiliates may make loans to, accept deposits from and generally engage in any
kind of business with the Issuer or any Affiliate of the Issuer as though the
Deal Agent or the Liquidity Agent, as the case may be, were not the Deal Agent
or the Liquidity Agent, as the case may be, hereunder. With respect to the
Fundings pursuant to this Agreement, the Deal Agent, the Liquidity Agent and
each of their respective Affiliates shall have the same rights and powers under
this Agreement as any Investor and may exercise the same as though it were not
the Deal Agent or the Liquidity Agent, as the case may be, and the terms
"INVESTOR," "PURCHASER," "INVESTORS" and "PURCHASERS" shall include the Deal
Agent or the Liquidity Agent, as the case may be, in its individual capacity.

      SECTION 5.8 SUCCESSOR DEAL AGENT OR LIQUIDITY AGENT.

      (a) The Deal Agent may, upon 5 Business Days' written notice to the Issuer
and the Investors, resign as Deal Agent. If the Deal Agent shall resign, then
the Required Investors during such 5-day period shall appoint from among the
Investors a successor agent. If for any reason no successor Deal Agent is
appointed by the Required Investors during such 5-day period, then effective
upon the termination of such five day period, the Investors shall perform all of
the duties of the Deal Agent hereunder and the Issuer shall make all payments in
respect of the Net Investment, all Carrying Costs and all other amounts due
under any Transaction Document or under any fee letter directly to the
applicable Investor and for all purposes shall deal directly with the Investors.
After any retiring Deal Agent's resignation hereunder as Deal Agent, the
provisions of this Article V and Article IV shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Deal Agent under this
Agreement.

      (b) The Liquidity Agent may, upon 5 days' notice to the Issuer, the Deal
Agent and the Investors, and the Liquidity Agent will, upon the direction of all
of the Investors (other than the Liquidity Agent, in its individual capacity)
resign as Liquidity Agent. If the Liquidity Agent shall resign, then the
Required Investors during such 5-day period shall appoint from among the
Investors a successor Liquidity Agent. If for any reason no successor Liquidity
Agent is appointed by the Required Investors during such 5-day period, then
effective upon the 

                                       20
<PAGE>
termination of such five day period, the Investors shall
perform all of the duties of the Liquidity Agent hereunder and all payments in
respect of the principal and interest and any amount due at any time hereunder
or under any fee letter directly to the applicable Investor and for all purposes
shall deal directly with the Investors. After any retiring Liquidity Agent's
resignation hereunder as Liquidity Agent, the provisions of this Article V and
Article IV shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Liquidity Agent under this Agreement.

                                   ARTICLE VI

                           ASSIGNMENTS; PARTICIPATIONS

      SECTION 6.1 ASSIGNMENTS AND PARTICIPATIONS.

      (a) Each Investor may upon at least 30 days' written notice to the
Company, the Deal Agent, the Liquidity Agent and S&P and Moody's, assign to one
or more banks or other entities all or a portion of its rights and obligations
under this Agreement; PROVIDED HOWEVER, that (i) each such assignment shall be
of a constant, and not a varying percentage of all of the assigning Investor's
rights and obligations under this Agreement, (ii) the amount of the Commitment
of the assigning Investor being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than the lesser of (A) $5,000,000 or an
integral multiple of $1,000,000 in excess of that amount and (B) the full amount
of the assigning Investor's Commitment, (iii) each such assignment shall be to
an Eligible Assignee, (iv) the assigning Investor and the assignee with respect
to each such assignment shall execute and deliver to the Deal Agent, for its
acceptance and recording in the Register, an Assignment and Acceptance, together
with a processing and recordation fee of $3,500 or such lesser amount as shall
be approved by the Deal Agent and (v) the parties to each such assignment shall
have agreed to reimburse the Deal Agent, the Liquidity Agent and the Company for
all fees, costs and expenses (including, without limitation, the reasonable fees
and out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity
Agent and the Company) incurred by the Deal Agent, the Liquidity Agent and the
Company, respectively, in connection with such assignment, and PROVIDED FURTHER
that upon the effective date of such assignment the provisions of Section
3.03(f) of the Administration Agreement shall be satisfied. Upon such execution,
delivery and acceptance by the Deal Agent and the Liquidity Agent and the
recording by the Deal Agent, from and after the effective date specified in each
Assignment and Acceptance, which effective date shall be the date of acceptance
thereof by the Deal Agent and the Liquidity Agent, unless a later date is
specified therein, (i) the assignee thereunder shall be a party hereto and, to
the extent that rights and obligations hereunder have been assigned to it
pursuant to such Assignment and Acceptance, have the rights and obligations of
an Investor hereunder and (ii) the Investor assignor thereunder shall, to the
extent that rights and obligations hereunder have been assigned by it pursuant
to such Assignment and Acceptance, relinquish its rights and be released from
its obligations under this Agreement (and, in the case of an Assignment and
Acceptance covering all or the remaining portion of an assigning Investor's
rights and obligations under this Agreement, such Investor shall cease to be a
party hereto).

                                       21
<PAGE>
      (b) By executing and delivering an Assignment and Acceptance, the Investor
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Investor makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with this Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Investor makes no representation or warranty and
assumes no responsibility with respect to the financial condition of the Company
or the performance or observance by the Company of any of its obligations under
this Agreement or any other instrument or document furnished pursuant hereto;
(iii) such assignee confirms that it has received a copy of this Agreement,
together with copies of such financial statements and other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into such Assignment and Acceptance; (iv) such assignee will,
independently and without reliance upon the Deal Agent or the Liquidity Agent,
such assigning Investor or any other Investor and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assigning Investor and such assignee confirm that such assignee is an Eligible
Assignee; (vi) such assignee appoints and authorizes each of the Deal Agent and
the Liquidity Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement as are delegated to such agent by the terms
hereof, together with such powers as are reasonably incidental thereto; and
(vii) such assignee agrees that it will perform in accordance with their terms
all of the obligations which by the terms of this Agreement are required to be
performed by it as an Investor.

      (c) The Deal Agent shall maintain at its address referred to herein a copy
of each Assignment and Acceptance delivered to and accepted by it and a register
for the recordation of the names and addresses of the Investors and the
Commitment of, and the amount of each Funding by made by each investor from time
to time (the "REGISTER"). The entries in the Register shall be conclusive and
binding for all purposes, absent manifest error, and the Company, the Issuer and
the Investors may treat each Person whose name is recorded in the Register as an
Investor hereunder for all purposes of this Agreement. The Register shall be
available for inspection by the Company, the Liquidity Agent or any Investor at
any reasonable time and from time to time upon reasonable prior notice.

      (d) Subject to the provisions of Section 6.1(a), upon its receipt of an
Assignment and Acceptance executed by an assigning Investor and an assignee, the
Deal Agent and the Liquidity Agent shall each, if such Assignment and Acceptance
has been completed and is in substantially the form of EXHIBIT C hereto, accept
such Assignment and Acceptance, and the Deal Agent shall then (i) record the
information contained therein in the Register and (ii) give prompt notice
thereof to the Company.

      (e) Each Investor may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment and
the portion of each Funding made by it); PROVIDED, HOWEVER, that without the
prior consent of the Issuer (such consent not to be 

                                       22
<PAGE>
unreasonably withheld), no such participation may be sold to any Person,
reasonably believed by an officer of the Investor selling such participation, to
be a Person (a) who has business operations materially the same as those of the
Servicer and (b) who is in direct competition with the Servicer for obligors
substantially the same as the Servicer; PROVIDED, FURTHER, that (i) such
Investor's obligations under this Agreement (including, without limitation, its
Commitment hereunder) shall remain unchanged, (ii) such Investor shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (iii) the Deal Agent and the other Investors shall continue to
deal solely and directly with such Investor in connection with such Investor's
rights and obligations under this Agreement, and PROVIDED, FURTHER, that (i) the
Deal Agent shall have confirmed that upon the effective date of such
participation the provisions of Section 3.03(f) of the Administration Agreement
shall be satisfied and (ii) the Issuer shall have reasonably approved such
participant. Notwithstanding anything herein to the contrary, each participant
shall have the rights of an Investor (including any right to receive payment)
under Article IV; PROVIDED, HOWEVER, that no participant shall be entitled to
receive payment under such Article in excess of the amount that would have been
payable under such Article by the Issuer to the Investor granting its
participation had such participation not been granted, and no Investor granting
a participation shall be entitled to receive payment under either such Section
in an amount which exceeds the sum of (i) the amount to which such Investor is
entitled under such Article with respect to the any portion of any Funding made
by such Investor which is not subject to any participation PLUS (ii) the
aggregate amount to which its participants are entitled under such Article with
respect to the amounts of their respective participations. With respect to any
participation described in this Section 6.1, the participant's rights, as set
forth in the agreement between such participant and the applicable Investor, to
agree to or to restrict such Investor's ability to agree to any modification,
waiver or release of any of the terms of this Agreement or any other document or
to exercise or refrain from exercising any powers or rights which such Investor
may have under or in respect of this Agreement or any other document shall be
limited to the right specifically given to participants in Section 7.4 of this
Agreement.

      (f) Each Investor may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 6.1, disclose
to the assignee or participant or proposed assignee or participant any
information relating to the Issuer or the Company furnished to such Investor by
or on behalf of the Issuer or the Company.

      (g) In the event (i) an Investor ceases to qualify as an Eligible
Assignee, or (ii) an Investor makes demand for compensation pursuant to Sections
4.2 or 4.3, the Company may, and, upon the direction of the Issuer and prior to
the occurrence of any of a Potential Termination Event, Potential Wind-Down
Event, Potential Amortization Event, Termination Event, Wind-Down Event,
Amortization Event or Incipient Coverage Shortfall, shall, in any such case,
notwithstanding any provision to the contrary herein, replace such Investor with
an Eligible Assignee by giving three Business Days' prior written notice to the
such Investor. In the event of the replacement of an Investor, such Investor
agrees (i) to assign all of its rights and obligations hereunder to an Eligible
Assignee selected by the Company upon payment to such Investor of the amount of
such Investor's portion of any Funding together with any accrued and unpaid
Carrying Costs related thereto, all accrued and unpaid fees owing to such
Investor and all other amounts owing to such Investor hereunder and (ii) to
execute and deliver an Assignment and Acceptance 

                                       23
<PAGE>
and such other documents evidencing such assignment as shall be necessary or
reasonably requested by the Liquidity Agent or the Deal Agent. In the event that
any Investor ceases to qualify as an Eligible Assignee, such affected Investor
agrees (1) to give the Deal Agent, the Issuer and the Company prompt written
notice thereof and (2) subject to the following proviso, to reimburse the Deal
Agent, the Liquidity Agent and the relevant assignee for all fees, costs and
expenses (including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for each of the Deal Agent, the Liquidity Agent and such
assignee) incurred by the Deal Agent, the Liquidity Agent and such assignee,
respectively, in connection with any assignment made pursuant to this Section
6.1(g) by such affected Investor; PROVIDED, HOWEVER, that such affected
Investor's liability for such costs, fees and expenses shall be limited to the
amount of any up-front fees paid to such affected Investor at the time that it
became a party to this Agreement.

      (h) Nothing herein shall prohibit any Investor from pledging or assigning
as collateral any of its rights under this Agreement to any Federal Reserve Bank
in accordance with applicable law and any such pledge or collateral assignment
may be made without compliance with Section 6.1(a) or Section 6.1(b).

                                   ARTICLE VII

                                  MISCELLANEOUS

      SECTION 7.1 NOTICES, ETC.

       All notices and other communications provided for hereunder shall, unless
otherwise stated herein, be in writing (including telex communication and
communication by facsimile copy) and mailed, telexed, transmitted or delivered,
as to each party hereto, at its address set forth under its name on the
signature pages hereof or specified in such party's Assignment and Acceptance or
at such other address as shall be designated by such party in a written notice
to the other parties hereto. All such notices and communications shall be
effective, upon receipt, or in the case of (a) notice by mail, five days after
being deposited in the United States mails, first class postage prepaid, (b)
notice by telex, when telexed against receipt of answerback, or (c) notice by
facsimile copy, when verbal communication of receipt is obtained, except that
notices and communications pursuant to Article II shall not be effective until
received with respect to any notice sent by mail or telex.

      SECTION 7.2 SUCCESSORS AND ASSIGNS.

      This Agreement shall be binding upon the Issuer and the Company and their
respective successors and assigns and shall inure to the benefit of the Issuer,
and the Company and their respective successors and assigns including the
Liquidity Provider; PROVIDED that the Issuer shall not assign any of its rights
or obligations hereunder without the prior written consent of the Company, the
Collateral Agent and the Deal Agent. The Issuer hereby acknowledges that the
Company has assigned and granted a security interest in all of its rights
hereunder and under the Note to the Liquidity Providers. In addition, the Issuer
hereby acknowledges that the Company 

                                       24
<PAGE>
may at any time and from time to time assign all or a portion of its rights
hereunder to the Liquidity Provider pursuant to the Liquidity Agreement. Except
as expressly permitted hereunder or in the agreements establishing the Company's
commercial paper program, the Company shall not assign any of its rights or
obligations hereunder without the prior written consent of the Issuer. The
parties hereto agree that the Deal Agent is an intended third-party beneficiary
of this Agreement.

      SECTION 7.3 SEVERABILITY CLAUSE.

      Any provisions of this Agreement which are prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      SECTION 7.4 AMENDMENTS.

      (a) Except as provided in this Section 7.4, no amendment or modification
of any provision of this Agreement shall be effective without the written
agreement of the Issuer, the Deal Agent and the Purchasers, and no termination
or waiver of any provision of this Agreement or consent to any departure
therefrom by the Issuer shall be effective without the written concurrence of
the Deal Agent and the Required Investors. Any waiver or consent shall be
effective only in the specific instance and for the specific purpose for which
given.

      (b) No provision of this Agreement may be amended, supplemented, modified
or waived except in writing in accordance with the provisions of this Section
7.4(b). The Company, the Issuer and the Deal Agent at the direction of the
Required Investors, may enter into written modifications or waivers of any
provisions of this Agreement, PROVIDED, HOWEVER, that no such modification or
waiver shall:

            (i) without the consent of each affected Investor, (A) extend the
      Commitment Termination Date or the date of any payment or deposit of
      Collections by the Issuer or the Servicer, (B) change the definition of
      "Carrying Costs" or any component thereof, (C) reduce any fee payable to
      the Deal Agent for the benefit of the Investors, (D) change the amount of
      the Net Investment or an Investor's Commitment, (E) amend, modify or waive
      any provision of the definition of Required Investors or this Section
      7.4(b), (F) consent to or permit the assignment or transfer by the Issuer
      of any of its rights and obligations under this Agreement, the Note or the
      Security Agreement or (G) amend or modify any defined term (or any defined
      term used directly or indirectly in such defined term) used in clauses (A)
      through (E) above in a manner which would circumvent the intention of the
      restrictions set forth in such clauses;

            (ii) without the written consent of the Deal Agent, amend, modify or
      waive any provision of this Agreement if the effect thereof is to affect
      the rights or duties of such Deal Agent; or

                                       25
<PAGE>
            (iii) without the written consent of the Liquidity Agent, amend,
      modify or waive any provision of this Agreement if the effect thereof is
      to affect the rights or duties of such Liquidity Agent.

Notwithstanding the foregoing, without the consent of the Investors, the Deal
Agent may, with the consent of the Issuer amend this Agreement solely to add
additional Persons as Investors hereunder. Any modification or waiver shall
apply to each of the Investors equally and shall be binding upon the Issuer, the
Investors and the Deal Agent.

      SECTION 7.5 NO BANKRUPTCY PETITION AGAINST THE COMPANY.

      THE ISSUER COVENANTS AND AGREES THAT, PRIOR TO THE DATE WHICH IS ONE YEAR
AND ONE DAY AFTER THE PAYMENT IN FULL OF ALL COMMERCIAL PAPER ISSUED BY THE
COMPANY, IT WILL NOT INSTITUTE AGAINST, OR JOIN ANY OTHER PERSON IN INSTITUTING
AGAINST, THE COMPANY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR
LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY FEDERAL OR STATE
BANKRUPTCY OR SIMILAR LAW.

      SECTION 7.6 COSTS, EXPENSES AND TAXES.

      In addition to the rights of indemnification granted to the Deal Agent,
the Purchasers and their respective Affiliates under Article IV hereof, the
Issuer agrees to pay on demand all costs and expenses of the Purchasers and the
Deal Agent, and their respective Affiliates, successors or assigns, if any
(including reasonable counsel fees and expenses), incurred in connection with
the negotiation, execution, and delivery of this Agreement and the transactions
contemplated hereby, any removal of the facility and/or the enforcement,
administration (including periodic auditing), amendment or modification of, or
any waiver or consent issued in connection with, this Agreement, the Note, any
other Transaction Document and the other documents to be delivered hereunder or
thereunder, or in connection herewith or therewith. The Issuer also agrees to
pay on demand all reasonable out-of-pocket costs and expenses incurred by a
Purchaser in connection with the administration (including rating agency
requirements, modification and amendment) of this Agreement, the Transaction
Documents and the other documents to be delivered hereunder, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for
Purchaser and the Deal Agent with respect thereto and with respect to advising
the Purchaser as to its rights and remedies under this Agreement, the
Transaction Documents and the other agreements executed pursuant hereto. Any
amounts subject to the provisions of this section shall be paid by the Issuer to
the Deal Agent within ten (10) Business Days following the Deal Agent's demand
therefor.

      SECTION 7.7 SETOFF.

      The Issuer hereby irrevocably and unconditionally waives all right of
setoff that it may have under contract (including this Agreement), applicable
law or otherwise with respect to any funds or monies of any Purchaser at any
time held by or in the possession of the Issuer.

                                       26
<PAGE>
      SECTION 7.8 NO RECOURSE.

      The Issuer's obligations under the Note are payable solely from the
Collateral and no general recourse shall be had on the Note against the Issuer.
Except as otherwise expressly provided in this Agreement, it is understood and
agreed that the Issuer shall not be liable for the payment of Commercial Paper
or for any losses suffered by the Company in respect of the Note. The foregoing
sentence shall not relieve the Issuer from any liability hereunder or under the
Security Agreement with respect to its representations, warranties, covenants
and other payment and performance obligations herein or therein described.

      SECTION 7.9 FURTHER ASSURANCES.

      The Issuer agrees to do such further acts and things and to execute and
deliver to the Company or the Collateral Agent such additional assignments,
agreements, powers and instruments as are required by the Deal Agent, the
Liquidity Agent, any Purchaser or the Collateral Agent to carry into effect the
purposes of this Agreement or the Security Agreement or to better assure and
confirm unto the Deal Agent, the Liquidity Agent, any Purchaser or the
Collateral Agent its rights, powers and remedies hereunder or thereunder.

      SECTION 7.10      CONFIDENTIALITY.

      (a) Each of the parties hereto shall maintain and shall cause each of its
employees and officers to maintain the confidentiality of any confidential
proprietary information with respect to the other parties hereto and their
respective businesses obtained by it or them in connection with the structuring,
negotiating and execution of the transactions contemplated herein, except that
each such party and its officers and employees may (i) disclose such information
to its external accountants and attorneys and as required by applicable law,
applicable accounting requirements or order of any judicial or administrative
proceeding and (ii) disclose the existence of this Agreement.

      (b) Anything herein to the contrary notwithstanding, the Issuer hereby
consents to the disclosure of any nonpublic information with respect to it (i)
to the Deal Agent, the Liquidity Agent, the Investors, prospective Investors
(provided that each such prospective Investor has entered into a confidentiality
agreement reasonably acceptable to the Deal Agent) or a Purchaser by each other,
(ii) by the Deal Agent or the Purchasers to any prospective or actual assignee
or participant of any of them or (iii) by the Deal Agent to any rating agency
that provides a rating for the Commercial Paper, Commercial Paper dealer or
placement agent or provider of a surety, guaranty or credit or liquidity
enhancement to a Purchaser and to any officers, directors, employees, outside
accountants and attorneys of any of the foregoing, provided each such Person is
informed of the confidential nature of such information and agrees to keep such
information confidential pursuant to the terms of this section. In addition, the
Purchasers, the Liquidity Agent and the Deal Agent may disclose any such
nonpublic information pursuant to any law, rule, regulation, direction, request
or order of any judicial, administrative or regulatory authority or proceedings
(whether or not having the force or effect of law).

                                       27
<PAGE>
      SECTION 7.11      GOVERNING LAW.

      THIS AGREEMENT  SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAWS OF THE STATE OF NORTH  CAROLINA  (WITHOUT  REGARD TO CONFLICT OF LAWS
PRINCIPLES).

      SECTION 7.12      WAIVER OF JURY TRIAL.

      TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE PURCHASERS, THE
ISSUER AND THE DEAL AGENT WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN
THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT
WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

      SECTION 7.13      COUNTERPARTS.

      This Agreement may be executed in any number of copies, and by the
different parties hereto on the same or separate counterparts, each of which
shall be deemed to be an original instrument.

      SECTION 7.14      HEADINGS.

      Section headings used in this Agreement are for convenience of reference
only and shall not affect the construction or interpretation of this Agreement.

                                       28
<PAGE>
      IN WITNESS WHEREOF, each of the parties hereto have caused this Note
Purchase Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.


THE ISSUER:                   FIRST INVESTORS AUTO CAPITAL CORPORATION,
                                    as Issuer


                              By:   /s/ BENNIE H. DUCK
                                    Name:  Bennie H. Duck
                                    Title:  Vice President and Treasurer


                              First Investors Auto Capital Corporation
                                675 Bering Drive
                              Suite 710
                              Houston, Texas 77057
                                    Attention:  Bennie H. Duck
                                    Facsimile:  (703) 977-0657
                                    Telephone:  (713) 977-2600


THE DEAL AGENT:               FIRST UNION CAPITAL MARKETS CORP.


                              By    /s/ DARRELL R. BABER
                                    Name:  DARRELL R. BABER
                                    Title:  DIRECTOR

                              First Union Capital Markets Corp.
                              One First Union Center, TW-6
                              Charlotte, North Carolina  28288
                                    Attention:  Mr. Bennett S. Cole
                                    Facsimile:  (704) 374-3254
                                    Telephone:  (704) 383-3766
<PAGE>
THE COMPANY:                  VARIABLE FUNDING CAPITAL CORPORATION

                              By First Union Capital Markets
                                Corp., as attorney-in-fact


                              By  /s/ DARRELL R. BABER
                                Name:  DARRELL R. BABER
                                Title:  DIRECTOR

                              Variable Funding Capital Corporation
                              c/o First Union Capital Markets Corp.
                              One First Union Center, TW-6
                                    Attention:  Conduit Administration
                                    Facsimile:  (704) 383-6036
                                    Telephone:  (704) 383-9343

            With a copy to:
                              Variable Funding Capital Corporation
                              c/o Lord Securities Corp.
                              2 Wall Street, 19th Floor
                              New York, New York  10005
                                    Attention:  Mr. Richard Taiano
                                    Facsimile:  (212) 346-9012
                                    Telephone:  (212) 346-9006


THE LIQUIDITY AGENT:          FIRST UNION NATIONAL BANK


                              By  /s/ BILL A. SHIRLEY
                                Name:  BILL A. SHIRLEY
                                Title: VICE PRESIDENT  -North Carolina

                              First Union National Bank
                              One First Union Center, TW-6
                              Charlotte, North Carolina  28288
                                    Attention:  Bill A. Shirley, Jr.
                                    Facsimile:  (704) 374-3254
                                    Telephone:  (704) 374-4001
<PAGE>
THE INVESTOR:                 FIRST UNION NATIONAL BANK


                              By  /s/ BILL A. SHIRLEY
                                Name:  BILL A. SHIRLEY
                                Title: VICE PRESIDENT  -North Carolina

                             Commitment: $25,000,000

                              First Union National Bank
                              One First Union Center, TW-6
                              Charlotte, North Carolina  28288
                                    Attention:  Bill A. Shirley, Jr.
                                    Facsimile:  (704) 374-3254
                                    Telephone:  (704) 374-4001