Exhibit 4.11(b)

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                             NOTE PURCHASE AGREEMENT


                                      among


                               UAFC-2 CORPORATION
                                   as Issuer,


                      VARIABLE FUNDING CAPITAL CORPORATION,
                                   as Company,

                                       and

                          FIRST UNION SECURITIES, INC.,
                                  as Deal Agent

                                       and

                               the BANK INVESTORS,
                                  named herein

                                       and

                            FIRST UNION NATIONAL BANK
                          as Registrar and Paying Agent


                           Dated as of August 31, 2001

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<PAGE>
                                TABLE OF CONTENTS

                                                                            Page

Article I DEFINITIONS.........................................................1
    Section 1.1       Definitions.............................................1

Article II FUNDINGS; THE NOTE.................................................4
    Section 2.1       Funding; The Note.......................................4
    Section 2.2       Sharing of Payments, Etc................................6
    Section 2.3       Right of Setoff.........................................7
    Section 2.4       Fees....................................................7

Article III REPRESENTATIONS AND WARRANTIES OF THE ISSUER......................7
    Section 3.1       Representations and Warranties of the Issuer............7

Article IV INDEMNIFICATION....................................................9
    Section 4.1       Indemnity...............................................9
    Section 4.2       Indemnity for Taxes, Reserves and Expenses.............11
    Section 4.3       Other Costs, Expenses and Related Matters..............12

Article V THE DEAL AGENT; PAYING AGENT; REGISTRAR; BANK COMMITMENT...........13
    Section 5.1       Authorization and Action...............................13
    Section 5.2       Reliance, Etc..........................................14
    Section 5.3       Credit Decision........................................15
    Section 5.4       Indemnification of the Deal Agent, Paying Agent
                        and Registrar........................................15
    Section 5.5       Successor Deal Agent, Paying Agent or Registrar........15
    Section 5.6       Payments by the Paying Agent...........................16
    Section 5.7       Assignments and Participations.........................16

Article VI MISCELLANEOUS.....................................................19
    Section 6.1       Notices, Etc...........................................19
    Section 6.2       Successors and Assigns.................................20
    Section 6.3       Severability Clause....................................20
    Section 6.4       Amendments.............................................20
    Section 6.5       Governing Law..........................................21
    Section 6.6       No Bankruptcy Petition Against the Company.............21
    Section 6.7       Setoff.................................................21
    Section 6.8       No Recourse............................................21
    Section 6.9       Further Assurances.....................................22
    Section 6.10      No Recourse Against Stockholders,
                        Officers or Directors................................22
    Section 6.11      Counterparts...........................................22
    Section 6.12      Headings...............................................22


                                    EXHIBITS

EXHIBIT A                  Form of Assignment and Acceptance  Agreement
EXHIBIT B                  Form of Funding Request
EXHIBIT C                  [reserved]
EXHIBIT D                  Form of Note


<PAGE>

                             NOTE PURCHASE AGREEMENT


     NOTE PURCHASE AGREEMENT (this "Agreement"),  dated as August 31, 2001 among
VARIABLE  FUNDING  CAPITAL  CORPORATION,  a  Delaware  corporation,   as  lender
(together with its successors and assigns, the "Company"), UAFC-2 CORPORATION, a
Delaware corporation, as borrower (together with its successors and assigns, the
"Issuer"),  FIRST  UNION  SECURITIES,  INC.("FUSI"),  as  deal  agent  (in  such
capacity,  together with its successors,  the "Deal Agent"),  the BANK INVESTORS
named herein and FIRST UNION  NATIONAL  BANK ("First  Union"),  as registrar and
paying  agent (in such  capacities,  the  "Registrar"  and the  "Paying  Agent",
respectively). Capitalized terms used herein are used as defined in Section 1.1.

                              W I T N E S S E T H :
                               - - - - - - - - - -

     WHEREAS,  subject to the terms and  conditions  of this  Agreement  and the
Security  Agreement,  the Issuer desires to obtain funds from the Company or the
Bank  Investors,  as  applicable,  and to evidence the  obligation to repay such
amounts, together with interest thereon, 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  Parties  its  interest in the
Collateral, including the Issuer's security interest in the Contracts;

     NOW THEREFORE, the parties hereto agree as follows:

                                   Article I

                                   DEFINITIONS

     Section 1.1 Definitions.

     All capitalized  terms not otherwise defined herein shall have the meanings
specified in the Security Agreement. The following terms shall have the meanings
specified  below, and shall include in the singular number the plural and in the
plural number the singular:

Administration  Agreement:  That  certain  Amended and  Restated  Administration
Agreement,  dated as of July 1, 1998,  executed between the Company and FUSI, as
the same may be amended, supplemented or otherwise modified from time to time.

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

Assignment  Amount:  With  respect to any Bank  Investor,  at any time an amount
equal  to the  lesser  of (i) such  Bank  Investor's  Pro Rata  Share of the Net
Investment  at such  time,  (ii)  such  Bank  Investor's  Pro Rata  Share of the
aggregate Outstanding Balance of Receivables  (excluding Defaulted  Receivables)
at such time, and (iii) such Bank Investor's unused Commitment.

Assignment and  Acceptance  Agreement:  An Assignment  and Acceptance  Agreement
substantially in the form of Exhibit A attached hereto.

Assignment Date: As defined in Section 2.1(g).

Bank Investors:  First Union and each other financial institution  identified as
such on the signature pages hereof and their respective successors and assigns.

Closing Date: August 31, 2001.

Commercial  Paper:  On any day, any  short-term  promissory  notes issued by the
Company.

Commitment: For each Bank Investor, the commitment of such Bank Investor to make
acquisitions  from the Issuer in accordance  herewith in an amount not to exceed
the dollar  amount set forth  opposite  such Bank  Investor's  signature  on the
signature  page  hereto  under the  heading  "Commitment"  as such amount may be
modified in accordance with the terms hereof.

Common  Stock:  1000 shares of the Issuer's  common  stock,  par value $1.00 per
share.

Company: As defined in the preamble.

Deal Agent: As defined in the preamble.

Defaulting Bank Investor: As defined in Section 2.1(g).

Deficit: As defined in Section 2.1(g).

Eligible Assignee: A Person (A) (i) 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) otherwise  satisfactory to the Company, the Deal Agent and
each of the rating agencies rating the Commercial  Paper and (B) approved by the
Deal Agent and, at any time prior to the occurrence of a Termination  Event, the
Issuer.

ERISA: The Employee Retirement Income Security Act of 1974, as amended.

Facility Limit: $200,000,000.

First Union: As defined in the preamble.

Funding: As defined in Section 2.1(a).

Funding Date: The date upon which any Funding occurs.

Funding Request: As defined in Section 2.1(a).

FUSI: As defined in the preamble.

GAAP:  Generally  accepted  accounting  principles set forth in the opinions and
pronouncements of the Accounting  Principles Board of the American  Institute of
Certified  Public  Accountants  and  statements  of  the  Financial   Accounting
Standards  Board or in such other  statements  or  pronouncements  by such other
entity as approved by a significant segment of the accounting profession,  which
are in effect from time to time.

Indemnified Amounts: As defined in Section 4.1.

Indemnified Parties: As defined in Section 4.1.

Initial Noteholder: The Company.

Issuer: As defined in the preamble.

Liquidity  Agreement:  The Liquidity  Purchase  Agreement,  dated as of the date
hereof between the Company, as seller, the Liquidity Banks named therein,  FUSI,
as deal agent and documentation agent, and First Union, as liquidity agent.

Liquidity Bank: Each liquidity bank that is a party to the Liquidity Agreement.

Majority Investors: As defined in Section 5.1(a).

Moody's: Moody's Investors Service, Inc.

Net Asset Test: A test that is satisfied  if the Net  Investment  is equal to or
less than the product of the  Noteholder's  Percentage  and the Net  Receivables
Balance.

Non-Defaulting Bank Investor: As defined in Section 2.1(g).

Note:  The note  issued to the Deal Agent for the  account of the Company or the
Bank Investors pursuant to Section 2.1(f).

Noteholder:  The  Person  in  whose  name  the  Note is  registered  on the Note
Register.

Other  Transferor:  Any Person  other than the Issuer  that has  entered  into a
receivables purchase agreement,  transfer and administration agreement, security
agreement or other similar agreement with the Company.

Outstanding  Principal  Amount:  The  aggregate  principal  amount  of the  Note
outstanding on any date of determination.

Paying Agent: As defined in the preamble.

Pro Rata Share:  With respect to a Bank  Investor,  the  Commitment of such Bank
Investor divided by the sum of the Commitments of all Bank Investors.

Recipient: As defined in Section 2.2.

Registrar: As defined in the preamble.

Requirements   of  Law:  With  respect  to  any  Person,   the   certificate  of
incorporation or articles of association and by-laws or other  organizational or
governing documents of such Person, and any law, treaty, rule or regulation,  or
determination  of  an  arbitrator  or  governmental   authority,  in  each  case
applicable  to or binding  upon such  Person or to which such Person is subject,
whether federal, state or local (including,  without limitation, usury laws, the
Federal Truth in Lending Act and  Regulation Z and  Regulation B of the Board of
Governors of the Federal Reserve System).

S&P:  Standard  &  Poor's  Ratings  Services,  a  division  of  The  McGraw-Hill
Companies, Inc.

Security Agreement:  The Security  Agreement,  dated as of August 31, 2001 among
UAC,  individually and as Collection Agent, the Issuer, the Seller, the Company,
FUSI,  individually,  as Deal Agent and as the Collateral  Agent and First Union
National Bank as the Paying Agent.

Subsidiary:  Any corporation more than 50% of the outstanding  voting securities
of which shall at any time be owned or controlled,  directly or  indirectly,  by
the Issuer or one or more  Subsidiaries,  or any similar  business  organization
which is so owned or controlled.

Taxes:  Any  present  or  future  taxes,  levies,   imposts,   duties,  charges,
assessments or fees of any nature (including interest,  penalties, and additions
thereto) that are imposed by any Governmental Authority.

Transaction Costs: As defined in Section 4.3.

UAC: Union Acceptance  Corporation,  an Indiana  corporation,  and its permitted
successors and assigns.

Uniform  Commercial  Code"  or UCC:  With  respect  to any  state,  the  Uniform
Commercial Code as from time to time in effect in such state.

                                   Article II

                               FUNDINGS; THE NOTE

     Section 2.1 Fundings; The Note.

     (a) Funding. Upon the terms and subject to the conditions herein set forth,
the Company may, in its sole  discretion,  or the Bank  Investors  shall,  if so
requested by the Company,  make advances (each, a "Funding") to the Issuer on or
after the Closing Date and prior to the  Termination  Date. In  connection  with
each Funding, the Issuer shall, by notice in the form of Exhibit B (the "Funding
Request")  request  such  Funding no later than 3:00 p.m.  on the  Business  Day
immediately  preceding  the  proposed  date of such  Funding.  Such notice shall
specify the proposed amount of such Funding (which shall be at least $2,000,000)
and the proposed date of the Funding.

     (b) Conditions to Fundings.  The Company and the Bank Investors  shall not,
and shall have no obligation  to,  advance any funds to the Issuer in connection
with any Funding if on the date of such Funding,  (i) the Net  Investment  after
giving effect to such Funding would exceed the Facility Limit, (ii) after giving
effect to such Funding,  the Net Asset Test is not  satisfied,  (iii) the Issuer
shall have failed to deposit any Required  Yield  Deposit  Amount into the Yield
Supplement Account required pursuant to Section 2.13 of the Security  Agreement,
(iv) the Issuer is not in compliance with Section 5.3 of the Security Agreement,
(v) the Issuer  shall not have  deposited in the Reserve  Account,  or shall not
have  given  irrevocable  instructions  to the Deal Agent to  withhold  from the
proceeds of such Funding,  an amount equal to the amount  necessary to cause the
amount on deposit in the Reserve  Account to equal the Required  Reserve Account
Amount  (calculated  as if such Funding shall have  occurred),  (vi) a Potential
Termination Event or the Termination Date shall have occurred and be continuing,
or (vii) the  conditions  precedent  set forth in  Section  4.1 of the  Security
Agreement shall not be satisfied.

     (c) [reserved].

     (d) Funding Requests Irrevocable. Each Funding Request shall be irrevocable
and  binding on the Issuer and the Issuer  shall  indemnify  the Company and the
Bank Investors  against any loss or expense  incurred by the Company or the Bank
Investors,  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 or the Bank  Investors,  either
directly or  indirectly  (including  pursuant to the  Liquidity  Agreement),  by
reason of the  liquidation or  reemployment of funds acquired by the Company (or
the Liquidity Bank) (including,  without  limitation,  funds obtained by issuing
commercial paper or promissory  notes or obtaining  deposits or loans from third
parties)  for the  Company  or the Bank  Investors  to  complete  the  requested
Funding.

     (e)  Disbursement  of Funds.  On the Funding Date,  the Company or the Bank
Investors,  as applicable,  will make available to the Issuer in same day funds,
the  amount of the  Funding  to be made on such day by  remitting  the  required
amount thereof to an account of the Issuer as designated in the related  Funding
Request.

     (f) The Note.

          (i) The Issuer's  obligation  to pay the  principal of and interest on
     all amounts  advanced by the Company or the Bank Investors  pursuant to any
     Funding  shall be  evidenced  by a single note of the Issuer  (the  "Note")
     registered in the name of the Initial  Noteholder  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  for the  account  of the  Company  or the  Bank
     Investors  and  mature  on the  Remittance  Date  occurring  in the  fourth
     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 the  Collection  Agent)  (5) be  entitled  to the  benefit of the
     Security  Agreement and (6) be substantially in the form of Exhibit D, 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 or any Bank 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.  In addition,  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) Defaulting Bank Investor. If, by 2:00 p.m. (New York City time), one or
more Bank Investors (each, a "Defaulting Bank Investor",  and each Bank Investor
other than any Defaulting  Bank Investor being referred to as a  "Non-Defaulting
Bank  Investor")  fails  to make its Pro Rata  Share  of any  Funding  available
pursuant to Section 2.1(a),  as applicable,  or any Assignment Amount payable by
it pursuant to Section 5.7(a) (the aggregate  amount not so made available being
herein called in either case the  "Deficit"),  then the Deal Agent shall,  by no
later than 2:30 p.m. (New York City time) on the applicable  Funding Date or the
applicable date that such Assignment Amount is payable (the "Assignment  Date"),
as the  case  may be,  instruct  each  Non-Defaulting  Bank  Investor  to pay or
deposit,  by no later  than 3:00  p.m.  (New York  City  time),  in  immediately
available  funds,  to the Issuer or the  Company,  as the case may be, an amount
equal to the lesser of (i) such  Non-Defaulting  Bank  Investor's  proportionate
share (based upon the relative Commitments of the Non-Defaulting Bank Investors)
of the Deficit and (ii) its unused Commitment.  A Defaulting Bank Investor shall
forthwith,  upon  demand,  pay to the Deal Agent for the ratable  benefit of the
Non-Defaulting  Bank  Investors  all amounts  paid by each  Non-Defaulting  Bank
Investor on behalf of such  Defaulting  Bank  Investor,  together  with interest
thereon,  for each day from the date a payment was made by a Non-Defaulting Bank
Investor  until the date such  Non-Defaulting  Bank  Investor has been paid such
amounts in full,  at a rate per annum  equal to the sum of the Base  Rate,  plus
2.00% per annum.  In addition,  if, after giving effect to the provisions of the
immediately  preceding  sentence,  any Deficit  with  respect to any  Assignment
Amount continues to exist, each such Defaulting Bank Investor shall pay interest
to the Deal  Agent,  for the account of the  Company,  on such  Defaulting  Bank
Investor's portion of such remaining Deficit,  at a rate per annum, equal to the
sum of the Base Rate,  plus 2.00% per  annum,  for each day from the  applicable
Assignment  Date  until the date such  Defaulting  Bank  Investor  shall pay its
portion of such remaining Deficit in full to the Company.

     Section 2.2 Sharing of Payments, Etc.

     If the Company or any Bank  Investor  (for  purposes of this Section  only,
being a "Recipient") shall obtain any payment (whether  voluntary,  involuntary,
through the  exercise of any right of setoff,  or  otherwise)  on account of any
interest in the Note owned by it in excess of its  ratable  share of payments on
account of any  interest in the Note  obtained  by the  Company  and/or the Bank
Investors  entitled  thereto,  such Recipient shall forthwith  purchase from the
Company  and/or  the  Bank  Investors   entitled  to  a  share  of  such  amount
participations  in the  percentage  interests  owned by such Persons as shall be
necessary to cause such Recipient to share the excess payment  ratably with each
such  other  Person  entitled  thereto;  provided,  however,  that if all or any
portion of such excess payment is thereafter recovered from such Recipient, such
purchase  from each such other  Person  shall be  rescinded  and each such other
Person shall repay to the  Recipient the purchase  price paid by such  Recipient
for such  participation to the extent of such recovery,  together with an amount
equal to such other Person's  ratable share  (according to the proportion of (a)
the amount of such other  Person's  required  payment to (b) the total amount so
recovered from the Recipient) of any interest or other amount paid or payable by
the Recipient in respect of the total amount so recovered.

     Section 2.3 Right of Setoff.

     Without in any way limiting  the  provisions  of Section  2.2,  each of the
Company and the Bank  Investors is hereby  authorized  (in addition to any other
rights it may have) at any time after the  occurrence of a Termination  Event or
during the continuance of a Potential Termination Event to set-off,  appropriate
and apply (without presentment, demand, protest or other notice which are hereby
expressly  waived) any deposits and any other  indebtedness held or owing by the
Company or such Bank Investor to, or for the account of, the Issuer  against the
amount  owing by the Issuer  hereunder  to such Person  (even if  contingent  or
unmatured).

     Section 2.4 Fees.

     The Issuer shall pay, in accordance  with the Fee Letter,  such fees as are
described therein, all of which shall be non-refundable.

                                  Article III

                  REPRESENTATIONS AND WARRANTIES OF THE ISSUER

     Section 3.1 Representations and Warranties of the Issuer.

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

     (a)  Corporate  Existence  and  Power.  The  Issuer is a  corporation  duly
organized,  validly  existing  and  in  good  standing  under  the  laws  of its
jurisdiction  of  incorporation  and has all  corporate  power and all  material
governmental licenses, authorizations,  consents and approvals required to carry
on its business in each jurisdiction in which its business is now conducted.

     (b) Corporate and Governmental Authorization; Contravention. The execution,
delivery  and  performance  by the  Issuer  of  this  Agreement  and  the  other
Transaction  Documents are within the Issuer's corporate powers,  have been duly
authorized by all necessary corporate action, require no action by or in respect
of, or filing  with,  any  governmental  body,  agency or  official,  and do not
contravene,  or constitute a default  under,  any provision of applicable law or
regulation or of the Certificate of  Incorporation or Bylaws of the Issuer or of
any agreement,  judgment,  injunction, order, decree or other instrument binding
upon the Issuer or result in the creation or imposition of any lien on assets of
the Issuer,  or require the consent or approval  of, or the filing of any notice
or other documentation with, any governmental authority or other Person.

     (c)  Binding  Effect.  Each of this  Agreement  and the  other  Transaction
Documents  constitutes  the legal,  valid and binding  obligation of the Issuer,
enforceable  against  the  Issuer  in  accordance  with its  terms,  subject  to
applicable  bankruptcy,  insolvency,  moratorium or other similar laws affecting
the rights of creditors.

     (d) Accuracy of Information.  All information  heretofore  furnished by the
Issuer  (including  without  limitation,  the  Settlement  Statement  and  UAC's
financial  statements) to the Company,  the Bank Investors or the Deal Agent for
purposes of or in connection with this Agreement or any transaction contemplated
hereby is, and all such  information  hereafter  furnished  by the Issuer to the
Company,  the Bank  Investors  or the Deal Agent will be,  true and  accurate in
every material respect, on the date such information is stated or certified.

     (e) Tax Status.  All tax returns (federal,  state and local) required to be
filed with respect to the Issuer have been filed  (which  filings may be made by
an Affiliate of the Issuer on a consolidated basis covering the Issuer and other
Persons) and there has been paid or adequate  provision  made for the payment of
all taxes,  assessments and other governmental  charges in respect of the Issuer
(or in the event  consolidated  returns  have been  filed,  with  respect to the
Persons subject to such returns).

     (f) Action,  Suits. There are no actions,  suits or proceedings pending, or
to the  knowledge of the Issuer  threatened,  against or affecting the Issuer or
any  Affiliate of the Issuer or their  respective  properties,  in or before any
court, arbitrator or other body, which may have a material adverse effect on the
Issuer's  ability to  perform  its  obligations  hereunder,  under the  Security
Agreement,  the Note, the Sale and Purchase  Agreement or any other  Transaction
Document.

     (g) Use of Proceeds. The proceeds of any Funding will be used by the Issuer
to (a) acquire the  Receivables,  the Contracts  related thereto and the Related
Security  with respect  thereto from the Seller  pursuant to the UAFC-2 Sale and
Purchase  Agreement  or  from  a  Warehouse  pursuant  to a  Warehouse  Transfer
Agreement,  (b)  to pay  down  debt  in  connection  with  the  purchase  of the
Receivables and Contracts pursuant to the UAFC-2 Sale and Purchase Agreement, or
(c) to make distributions constituting a return of capital.

     (h) Place of Business.  The  jurisdiction of formation of the Issuer is the
State of Delaware, the chief place of business and chief executive office of the
Issuer are located at the address of the Issuer  indicated in Section 9.3 of the
Security  Agreement and the offices where the Issuer keeps all its records,  are
located at the address(es) described on Exhibit G of the Security Agreement , or
such other locations notified to the Collateral Agent in accordance with Section
2.6 of the Security Agreement.

     (i)  Merger  and  Consolidation.  As of the date  hereof the Issuer has not
changed  its  name,  merged  with or into or been  consolidated  with any  other
corporation or been the subject of any proceeding  under Title 11, United States
Code (Bankruptcy).

     (j)  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.

     (k) No Termination Event. After giving effect to each Funding, no Potential
Termination Event or Termination Event exists.

     (l) 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.

     (m) Not an 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 all provisions of such Act.

     (n) ERISA. The Issuer is in compliance in all material  respects with ERISA
and no lien in favor of the Pension Benefit  Guaranty  Corporation on any of the
Receivables shall exist.

     (o) Subsidiaries. The Issuer does not have any Subsidiaries.

     (p)  Capital  Stock.  The Issuer has  neither  sold nor  pledged any of its
Common Stock to any entity other than UAC.

     Any document,  instrument,  certificate or notice delivered to the Company,
any Bank  Investor or the Deal Agent by the Issuer  hereunder  shall be deemed a
representation and warranty by the Issuer.

     The  representations  and  warranties  set forth in this  Section 3.1 shall
survive the pledge and assignment of the Collateral to the Collateral  Agent for
the benefit of the Secured Parties.  Upon discovery by the Issuer,  the Company,
the  Deal  Agent  or a Bank  Investor  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 or the Bank  Investors
may have hereunder or under  applicable  law, the Issuer agrees to indemnify the
Company,  the Bank Investors,  the Collateral  Agent, the Deal Agent, the Paying
Agent, the Registrar,  the Liquidity Banks, and any permitted  assigns and their
respective agents, officers, directors and employees (collectively, "Indemnified
Parties")  from and against any and all damages,  losses,  claims,  liabilities,
costs and expenses,  including reasonable  attorneys' fees (which such attorneys
may be  employees  of the  Company,  the Bank  Investors,  the Deal  Agent,  the
Collateral  Agent,  the Paying Agent,  the Registrar,  the Liquidity  Banks) 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 the  Company,  the Bank  Investors,  the Deal Agent,  the Paying
Agent, the Registrar or the Liquidity Banks of the Note excluding,  however, (i)
Indemnified  Amounts to the extent  resulting  from gross  negligence or willful
misconduct  on the part of an  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
2.3(a)(x) 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,  UAC or
the  Collection  Agent (or any officers of the Issuer or the  Collection  Agent)
under or in connection with this Agreement,  the Security Agreement, the Funding
Request,  any Settlement  Statement or any other information or report delivered
by the Issuer,  UAC or the Collection  Agent 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,  UAC or the Collection  Agent 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;

     (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  which failure has an adverse effect on the validity,
perfected status or priority of the security  interest granted to the Collateral
Agent under the Security Agreement;

     (e) any valid  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
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
services related to such Receivable or the furnishing or failure to furnish such
services;

     (f) any  failure  of the Issuer to perform  its  duties or  obligations  in
accordance with the provisions 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 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  Transferors,  the
Company shall allocate such Indemnified Amounts which are in connection with the
Liquidity  Agreement  to the  Issuer and each Other  Transferor;  and  provided,
further, that if such Indemnified Amounts are attributable to the Issuer and not
attributable to any Other Transferor, the Issuer shall be solely liable for such
Indemnified  Amounts or if such  Indemnified  Amounts are  attributable to Other
Transferors and not attributable to the Issuer,  such Other Transferors 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):

     (i)  shall  subject any  Indemnified  Party to any Tax with respect to this
          Agreement, the Security 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 or otherwise in respect
          of  this  Agreement,   the  Security  Agreement,  the  Note,  the  Net
          Investment  or the  Collateral  (except  for  changes  in the  rate of
          federal,  state or local general corporate,  franchise,  net income or
          other income or similar tax imposed on such  Indemnified  Party by the
          jurisdiction in which such  Indemnified  Party's  principal  executive
          office is located); or

     (ii) 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 Security 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 otherwise in respect
          of this Agreement, the Note, the Net Investment or the Collateral;

     (iii)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 Security 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 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 Security  Agreement,  the
Note, the Net Investment, the Collateral, the obligations hereunder, the funding
of any purchases hereunder or the Liquidity Agreement, then within 10 days after
demand by the Deal Agent, the Issuer shall pay to the Deal Agent such additional
amount or amounts as will compensate such  Indemnified  Party for such increased
cost.

     (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  reasonably  deemed by such Indemnified  Party to be material,  then from
time to time,  within 10 days after  demand by the Deal Agent,  the Issuer shall
pay to the Deal Agent such additional  amount or amounts as will compensate such
Indemnified Party (or its parent) for such reduction.

     (c) The Deal Agent or 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 Deal Agent  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
Deal Agent 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 Transferors, 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 Transferor; provided, however, that if such Section 4.2 Costs are
attributable  to the Issuer and not  attributable to any Other  Transferor,  the
Issuer shall be solely  liable for such Section 4.2 Costs or if such Section 4.2
Costs are attributable to Other  Transferors and not attributable to the Issuer,
such Other Transferors 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, and to hold the Company,  the Bank Investors,  the Collateral  Agent,  the
Agent and the  Administrative  Agent harmless against  liability for the payment
of, all reasonable  out-of-pocket expenses (including,  without limitation,  all
reasonable attorneys',  accountant's and other third parties' fees and expenses,
any filing fees and expenses incurred by officers or employees of the Company or
any Bank Investor)  incurred by or on behalf of the Company,  any Bank Investor,
the Collateral  Agent, the Agent or the  Administrative  Agent (i) in connection
with the negotiation, execution, delivery and preparation of this Agreement, the
Note and the  Security  Agreement  and any other  Transaction  Document  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 the Company's,  any
Bank  Investor's or any of their agent'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")

                                   Article V

            THE DEAL AGENT; PAYING AGENT; REGISTRAR; BANK COMMITMENT

     Section 5.1 Authorization and Action.

     (a) The Company and each Bank Investor  hereby  appoints and authorizes the
Deal  Agent to take such  action as agent on its  behalf  and to  exercise  such
powers under this  Agreement and the Security  Agreement as are delegated to the
Deal Agent by the terms  hereof and  thereof,  together  with such powers as are
reasonably  incidental  thereto.  In  furtherance,   and  without  limiting  the
generality of the foregoing,  the Company and each Bank Investor hereby appoints
the Deal Agent as its agent to execute and deliver all further  instruments  and
documents, and take all further action that the Deal Agent may deem necessary or
appropriate  or that the Company or a Bank  Investor may  reasonably  request in
order to perfect, protect or more fully evidence the interests transferred or to
be transferred  from time to time by the Issuer  hereunder,  or to enable any of
them to exercise or enforce any of their respective rights hereunder, including,
without limitation, the execution by the Deal Agent as secured party/assignee of
such financing or continuation statements,  or amendments thereto or assignments
thereof,  relative to all or any of the  Receivables  now  existing or hereafter
arising,  and  such  other  instruments  or  notices,  as  may be  necessary  or
appropriate  for the purposes stated  hereinabove.  The Company and the Majority
Investors  may  direct  the  Deal  Agent  to take  any  such  incidental  action
hereunder.  With respect to other  actions  which are  incidental to the actions
specifically delegated to the Deal Agent hereunder,  the Deal Agent shall not be
required to take any such incidental action hereunder,  but shall be required to
act or to  refrain  from  acting  (and  shall be fully  protected  in  acting or
refraining from acting) upon the direction of the Majority Investors;  provided,
however,  that the Deal Agent shall not be required to take any action hereunder
if the taking of such action, in the reasonable determination of the Deal Agent,
shall be in violation of any  applicable  law, rule or regulation or contrary to
any  provision  of this  Agreement  or shall  expose the Deal Agent to liability
hereunder or otherwise.  Upon the occurrence  and during the  continuance of any
Termination  Event or Potential  Termination  Event the Deal Agent shall take no
action  hereunder  (other  than  ministerial  actions  or  such  actions  as are
specifically  provided  for herein)  without the prior  consent of the  Majority
Investors.  "Majority  Investors"  shall mean,  at any time,  the Deal Agent and
those Bank Investors which hold Commitments  aggregating in excess of 50% of the
Facility  Limit as of such  date.  In the  event  the Deal  Agent  requests  the
Company's or a Bank Investor's consent pursuant to the foregoing  provisions and
the Deal Agent does not receive a consent (either positive or negative) from the
Company or such Bank  Investor  within 10 Business Days of the Company's or Bank
Investor's receipt of such request,  then the Company or such Bank Investor (and
its percentage  interest  hereunder) shall be disregarded in determining whether
the Deal Agent shall have obtained sufficient consent hereunder.

     (b) The Deal Agent shall  exercise  such rights and powers  vested in it by
this Agreement and the Security  Agreement,  and use the same degree of care and
skill in their  exercise,  as a prudent  person would  exercise or use under the
circumstances in the conduct of such person's own affairs.

     (c) Each  Noteholder  hereby  designates  and  appoints  First Union as the
Paying Agent hereunder,  and authorizes the Paying Agent to take such actions as
agent on its behalf and to exercise  such powers as are  delegated to the Paying
Agent by the terms of this Agreement together with such powers as are reasonably
incidental   thereto.   The   Paying   Agent   shall  not  have  any  duties  or
responsibilities,  except those  expressly  set forth  herein,  or any fiduciary
relationship  with  the  Noteholders,  and  no  implied  covenants,   functions,
responsibilities,  duties,  obligations or liabilities on the part of the Paying
Agent shall be read into this Agreement or otherwise exist for the Paying Agent.
In performing  its functions  and duties  hereunder,  the Paying Agent shall act
solely as paying  agent for the  Noteholders  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 Paying Agent shall not
be  required  to take any  action  that  exposes  the Paying  Agent to  personal
liability  or that is contrary to this  Agreement or Law.  The  appointment  and
authority of the Paying Agent  hereunder  shall terminate at the payment in full
of the Note.

     (d) Each  Noteholder  hereby  designates  and  appoints  First Union as the
Registrar hereunder,  and authorizes the Registrar to take such actions as agent
on its behalf and to exercise  such powers as are  delegated to the Registrar by
the  terms  of this  Agreement  together  with  such  powers  as are  reasonably
incidental thereto. The Registrar shall not have any duties or responsibilities,
except those expressly set forth herein, or any fiduciary  relationship with the
Noteholders,  and no implied  covenants,  functions,  responsibilities,  duties,
obligations or liabilities on the part of the Registrar  shall be read into this
Agreement or otherwise exist for the Registrar.  In performing its functions and
duties  hereunder,   the  Registrar  shall  act  solely  as  Registrar  for  the
Noteholders  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  Registrar  shall not be required to take any
action that exposes the  Registrar to personal  liability or that is contrary to
this Agreement or Law. The appointment and authority of the Registrar  hereunder
shall terminate at the payment in full of the Note.

     Section 5.2 Reliance, Etc.

     Neither the Deal Agent,  the Paying  Agent,  the  Registrar  nor any of its
respective  directors,  officers,  agents or  employees  shall be liable for any
action taken or omitted to be taken by it or them as Deal Agent, Paying Agent or
Registrar,  respectively  under or in  connection  with  this  Agreement  or the
Security  Agreement,  except  for its or their own gross  negligence  or willful
misconduct.  Without limiting the foregoing,  each of the Deal Agent, the Paying
Agent and the Registrar:  (i) may consult with legal counsel  (including counsel
for the  Issuer  or UAC),  independent  public  accountants  and  other  experts
selected  by it and shall not be liable  for any  action  taken or omitted to be
taken  in good  faith  by it in  accordance  with the  advice  of such  counsel,
accountants or experts;  (ii) makes no warranty or representation to the Company
or any Bank  Investor  and shall not be  responsible  to the Company or any Bank
Investor  for  any  statements,  warranties  or  representations  made  in or in
connection with this Agreement; (iii) shall not have any duty to ascertain or to
inquire as to the  performance  or observance of any of the terms,  covenants or
conditions  of this  Agreement or of the  Security  Agreement on the part of the
Issuer or UAC or to inspect the  property  (including  the books and records) of
the Issuer or UAC;  (iv)  shall not be  responsible  to the  Company or any Bank
Investor for the due execution, legality, validity, enforceability, genuineness,
sufficiency  or value of this  Agreement,  the  Security  Agreement or any other
instrument or document furnished pursuant hereto or thereto; and (v) shall incur
no liability  under or in respect of this Agreement,  the Security  Agreement by
acting upon any notice (including notice by telephone),  consent, certificate or
other instrument or writing (which may be by telex) believed by it to be genuine
and signed or sent by the proper party or parties.

     Section 5.3 Credit Decision.

     The Company and each Bank Investor acknowledges that it has,  independently
and without reliance upon the Deal Agent, the Paying Agent or the Registrar, any
of their respective  Affiliates,  any other Bank Investor or the Company (in the
case of any Bank Investor) and based upon such  documents and  information as it
has deemed appropriate,  made its own evaluation and decision to enter into this
Agreement to which it is a party and, if so required,  to acquire an interest in
the Note.  The Company and each Bank  Investor also  acknowledges  that it will,
independently  and without  reliance upon the Deal Agent,  the Paying Agent, the
Registrar,  any of their respective  Affiliates,  any other Bank Investor or the
Company  (in the case of any Bank  Investor)  and  based on such  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
decisions  in taking or not taking  action  under this  Agreement  and the other
Transaction Documents to which it is a party.

     Section 5.4 Indemnification of the Deal Agent, Paying Agent and Registrar.

     The Bank Investors  agree to indemnify  each of the Deal Agent,  the Paying
Agent and the Registrar (to the extent not reimbursed by the Issuer), ratably in
accordance with their Pro Rata Shares, from and against any and all liabilities,
obligations,  losses,  damages,  penalties,  actions,  judgments,  suits, costs,
expenses or disbursements of any kind or nature  whatsoever which may be imposed
on,  incurred  by, or asserted  against the Deal Agent,  the Paying Agent or the
Registrar,  as the case may be, in any way  relating  to or arising  out of this
Agreement or any action taken or omitted by the Deal Agent,  the Paying Agent or
the Registrar, as the case may be, provided that the Bank Investors shall not be
liable  for any  portion  of such  liabilities,  obligations,  losses,  damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Deal Agent's,  the Paying Agent's or the  Registrar's,  as the case may
be, gross negligence or willful misconduct. Without limitation of the foregoing,
the Bank Investors  agree to reimburse each of Deal Agent,  the Paying Agent and
the Registrar,  ratably in accordance with their Pro Rata Shares,  promptly upon
demand for any out-of-pocket  expenses  (including counsel fees) incurred by the
Deal Agent, the Paying Agent or the Registrar, as the case may be, in connection
with the administration, modification, amendment or enforcement (whether through
negotiations,  legal proceedings or otherwise) of, or legal advice in respect of
rights or  responsibilities  under,  this  Agreement,  to the  extent  that such
expenses  are  incurred in the  interests of or otherwise in respect of the Bank
Investors hereunder and/or thereunder and to the extent that the Deal Agent, the
Paying Agent or the  Registrar,  as the case may be is not  reimbursed  for such
expenses by the Issuer.

     Section 5.5 Successor Deal Agent, Paying Agent or Registrar.

     Each of the Deal Agent,  the Paying Agent and the  Registrar  may resign at
any time by giving written notice thereof to each Bank Investor, the Company and
the Issuer and may be removed at any time with cause by the Majority  Investors.
Upon any such  resignation  or removal,  the Company and the Majority  Investors
shall appoint a successor Deal Agent, Paying Agent or Registrar, as the case may
be. The Company  and each Bank  Investor  agrees that it shall not  unreasonably
withhold or delay its  approval of the  appointment  of a successor  Deal Agent,
Paying Agent or Registrar,  as the case may be. If no such successor Deal Agent,
Paying Agent or Registrar, as the case may be, shall have been so appointed, and
shall have  accepted  such  appointment,  within 30 days after the retiring Deal
Agent's, Paying Agent's or Registrar's,  as the case may be, giving of notice of
resignation  or the  Majority  Investors'  removal of the  retiring  Deal Agent,
Paying Agent or  Registrar,  as the case may be, then the  retiring  Deal Agent,
Paying Agent,  or  Registrar,  as the case may be, may, on behalf of the Company
and the Bank  Investors,  appoint a  successor  Deal  Agent,  Paying  Agent,  or
Registrar,  as the case may be, which  successor  Deal Agent,  Paying Agent,  or
Registrar,  as the case may be, shall be either (i) a commercial  bank organized
under the laws of the United  States or of any state thereof and have a combined
capital and surplus of at least $50,000,000 or (ii) an Affiliate of such a bank.
Upon  the  acceptance  of any  appointment  as  Deal  Agent,  Paying  Agent,  or
Registrar,  as the case may be,  hereunder  by a successor  Deal  Agent,  Paying
Agent,  or  Registrar,  as the case may be, such  successor  Deal Agent,  Paying
Agent, or Registrar,  as the case may be, shall thereupon  succeed to and become
vested with all the rights,  powers,  privileges and duties of the retiring Deal
Agent,  Paying Agent,  or  Registrar,  as the case may be, and the retiring Deal
Agent, Paying Agent, or Registrar,  as the case may be, shall be discharged from
its duties  and  obligations  under  this  Agreement.  After any  retiring  Deal
Agent's,  Paying  Agent's,  or Registrar's,  as the case may be,  resignation or
removal hereunder as Deal Agent, Paying Agent, or Registrar, as the case may be,
the  provisions  of this Article V shall  continue to inure to its benefit as to
any actions  taken or omitted to be taken by it while it was Deal Agent,  Paying
Agent, or Registrar, as the case may be, under this Agreement.

     Section 5.6 Payments by the Paying Agent.

     Unless  specifically  allocated to a Bank Investor pursuant to the terms of
this Agreement,  all amounts  received by the Paying Agent on behalf of the Bank
Investors  shall be paid by the  Paying  Agent to the Bank  Investors  (at their
respective  accounts  specified to the Paying  Agent) in  accordance  with their
respective  related pro rata interests in the Net Investment on the Business Day
received by the Paying Agent,  unless such amounts are received after 12:00 noon
on such  Business  Day, in which case the Paying Agent shall use its  reasonable
efforts to pay such amounts to the Bank  Investors on such Business Day, but, in
any event, shall pay such amounts to the Bank Investors in accordance with their
respective  related pro rata  interests in the Net Investment not later than the
following Business Day.

     Section 5.7 Assignments and Participations.

     (a) Each  Noteholder  may upon at least  30  days'  written  notice  to the
Initial  Noteholder,  the Deal Agent,  the Paying  Agent,  the Registrar and the
Liquidity  Agent 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 Noteholder's rights and obligations under this Agreement,  (ii)
the portion of the  Outstanding  Principal  Amount of the  assigning  Noteholder
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  Outstanding  Principal  Amount of the
assigning  Noteholder's Note, (iii) each such assignment shall be to an Eligible
Assignee,  (iv) the assigning  Noteholder  and the assignee with respect to each
such assignment  shall execute and deliver to the Registrar,  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 Registrar and (v) the parties to each such assignment shall have
agreed to  reimburse  the  Registrar,  the Paying  Agent,  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 Registrar, the Paying Agent, the Deal Agent, the Liquidity Agent
and the Company)  incurred by the Registrar,  the Deal Agent,  the Paying 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 Registrar,  the
Paying Agent,  the Deal Agent and the  Liquidity  Agent and the recording by the
Registrar,  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, the Registrar,  the Paying 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  a  Noteholder   hereunder  and  (ii)  the  Noteholder  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  Noteholder's  rights  and  obligations  under  this  Agreement,  such
Noteholder shall cease to be a party hereto).

     (b)  By  executing  and  delivering  an  Assignment  and  Acceptance,   the
Noteholder  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  Noteholder 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   Noteholder   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
Registrar,  Deal Agent, the Paying Agent, or the Liquidity Agent, such assigning
Noteholder or any other  Noteholder 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 Noteholder and such assignee confirm that such assignee is an Eligible
Assignee; (vi) such assignee appoints and authorizes each of the Registrar,  the
Paying  Agent,  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 a Noteholder.

     (c) The Registrar  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  Noteholders  and the
Outstanding  Principal Amount of, and the amount of each Note of each Noteholder
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  Noteholders  may treat each Person whose name is recorded in
the Register as a Noteholder  hereunder for all purposes of this Agreement.  The
Register shall be available for inspection by the Company,  the Liquidity  Agent
or any Noteholder at any reasonable  time and from time to time upon  reasonable
prior notice.

     (d) Subject to the  provisions  of Section  5.8(a),  upon its receipt of an
Assignment and Acceptance  executed by an assigning  Noteholder and an assignee,
the Registrar,  the Paying Agent,  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  A  hereto,  accept  such  Assignment  and
Acceptance,  and the Registrar shall then (i) record the  information  contained
therein in the Register and (ii) give prompt notice thereof to the Company.

     (e) Each Noteholder 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 the Outstanding
Principal Amount of its Note); provided,  however, 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 Amended and Restated 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 a Noteholder  (including  any right to receive  payment) under Article
IV.  With  respect to any  participation  described  in this  Section  5.8,  the
participant's rights, as set forth in the agreement between such participant and
the applicable Noteholder,  to agree to or to restrict such Noteholder'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  Noteholder  may have  under or in respect of this
Agreement or any other document shall be limited to the right specifically given
to participants under Article IV of this Agreement.

     (f) Each Noteholder may, in connection with any assignment or participation
or proposed  assignment or participation  pursuant to this Section 5.8, disclose
to  the  assignee  or  participant  or  proposed  assignee  or  participant  any
information  relating to the transactions  contemplated  hereby, the Issuer, the
Collection Agent or the Company  furnished to such Noteholder by or on behalf of
the Issuer or the Company.

     (g) Nothing herein shall prohibit any Noteholder 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 5.8(a) or Section 5.8(b).

     (h) Notwithstanding anything to the contrary herein, the Company may at any
time assign,  or grant a security  interest in or sell a participation  interest
in,  the Note (or  portion  thereof)  to any  Person.  The  parties  to any such
assignment,  grant or sale of participation interest,  shall execute and deliver
to the  Registrar,  for its  acceptance  and recording in its books and records,
such  agreement or document as may be  satisfactory  to such  parties,  the Deal
Agent and the Registrar.

     (i) All assignments, transfers or pledges of the Note shall comply with the
provisions  of Article 8 of the UCC.  No  assignment,  transfer or pledge of the
Note shall be made except in accordance with applicable securities laws.

                                   Article VI

                                  MISCELLANEOUS

     Section 6.1 Notices, Etc.

     Except where telephonic instructions or notices are authorized herein to be
given, all notices,  demands,  instructions and other communications required or
permitted  to be given to or made upon any party  hereto shall be in writing and
shall be sent by  facsimile  transmission  with a  confirmation  of the  receipt
thereof and shall be deemed to be given for  purposes of this  Agreement  on the
day that the receipt of such facsimile  transmission  is confirmed in accordance
with the provisions of this Section 6.1. Unless otherwise  specified in a notice
sent or delivered in accordance  with the foregoing  provisions of this Section,
notices,  demands,  instructions  and other  communications  in writing shall be
given  to or made  upon  the  respective  parties  hereto  at  their  respective
addresses  indicated  below,  and,  in the case of  telephonic  instructions  or
notices,  by calling the  telephone  number or numbers  indicated for such party
below:

         If to the Company:

         VARIABLE FUNDING CAPITAL CORPORATION
         c/o First Union Securities, Inc.
         One First Union Center
         301 S. College Street, TW-9
         Charlotte, NC 28288
         Attention:  Conduit Administration
         Telephone:  (704) 383-9343
         Telecopy:   (704) 383-6036

         If to the Issuer:

         UAFC-2 Funding Corporation
         9240 Bonita Beach Road, Suite 1109-E
         Bonita Springs, Florida 34135-4250
         Attn: Leeanne W. Graziani,  President
         Telephone:  (941) 948-1854
         Telecopy:   (941) 948-1855

         If to the Deal Agent:

         FIRST UNION SECURITIES, INC.
         One First Union Center
         301 S. College Street, TW-9
         Charlotte, North Carolina  28288
         Attention:  Conduit Administration
         Telephone: (704) 383-9343
         Facsimile:  (704) 383-6036

         If to the Paying Agent or the Registrar:

         FIRST UNION NATIONAL BANK
         One First Union Center
         301 S. College Street, TW-9
         Charlotte, North Carolina  28288
         Attention:  Capital Markets Credit Administration
         Telephone:  (704) 374-4001
         Facsimile:  (704) 374-3254

     Section 6.2 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 Bank; provided,  however,  that the Issuer shall not assign any of its
rights or obligations hereunder without the prior written consent of the Company
and the Collateral  Agent. The Issuer hereby  acknowledges  that the Company has
assigned and granted a security  interest in all of its rights  hereunder to the
Collateral Agent. In addition,  the Issuer hereby  acknowledges that the Company
may at any time and from  time to time  assign  all or a portion  of its  rights
hereunder to the Liquidity Bank pursuant to the Liquidity Agreement.

     Section 6.3 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 6.4 Amendments.

     (a) No failure or delay on the part of the Deal  Agent,  the Paying  Agent,
the Registrar, the Company and the Bank Investors in exercising any power, right
or remedy under this Agreement shall operate as a waiver thereof,  nor shall any
single or partial exercise of any such power, right or remedy preclude any other
further  exercise  thereof or the exercise of any other power,  right or remedy.
The rights and remedies herein provided shall be cumulative and  nonexclusive of
any rights or remedies provided by law.

     (b) Any  provision of this  Agreement may be amended or waived if, but only
if, such amendment is in writing and is signed by the Issuer,  the Company,  the
Deal Agent and the Majority Investors (and, if Article V or the rights or duties
of the Deal Agent, Paying Agent, or Registrar,  as the case may be, are affected
thereby,  by the Deal Agent,  Paying Agent, or Registrar,  as the case may be,);
provided,  that no such  amendment or waiver  shall,  unless signed by each Bank
Investor  directly  affected  thereby,  (i)  increase the  Commitment  of a Bank
Investor,  (ii) reduce the Net  Investment or rate of interest to accrue thereon
or any fees or other amounts  payable  hereunder,  (iii) postpone any date fixed
for the payment of any scheduled  distribution  in respect of the Net Investment
or interest with respect thereto or any fees or other amounts payable  hereunder
or  for  termination  of any  Commitment,  (iv)  change  the  percentage  of the
Commitments  or the number of Bank  Investors,  which shall be required  for the
Bank Investors or any of them to take any action under this Section or any other
provision  of  this  Agreement,  (v)  extend  or  permit  the  extension  of the
Commitment Termination Date, (vi) reduce or impair Collections or the payment of
fees payable  hereunder to the Bank  Investors or delay the scheduled  dates for
payment of such  amounts,  (vii)  increase  the  Servicing  Fee to a  percentage
greater  than  1.0%  per  annum  of the  aggregate  Outstanding  Balance  of the
Receivables as of the first day of the related Settlement Period,  (viii) modify
any provisions of this Agreement or the Sale and Purchase  Agreement relating to
the  timing  of  payments  required  to be  made  by  the  Issuer  or UAC or the
application  of  the  proceeds  of  such  payments,  or  (ix)  provide  for  the
appointment of any Person (other than the Deal Agent) as a successor  Collection
Agent.  In the event the Deal Agent requests the Company's or a Bank  Investor's
consent pursuant to the foregoing provisions and the Deal Agent does not receive
a consent  (either  positive or negative) from the Company or such Bank Investor
within 10 Business  Days of the  Company's  or Bank  Investor's  receipt of such
request,  then the Company or such Bank  Investor (and its  percentage  interest
hereunder) shall be disregarded in determining whether the Deal Agent shall have
obtained sufficient consent hereunder.

     Section 6.5 Governing Law.

     This  Agreement  shall be construed in accordance  with and governed by the
laws of the State of New York.

     Section 6.6 No Bankruptcy Petition Against the Company.

     Each of the parties  hereto (other than the Company)  hereby agrees that it
will not institute against,  or join any other Person in instituting against the
Company any Insolvency  Proceeding so long as any commercial paper issued by the
Company shall be  outstanding  and there shall not have elapsed one year and one
day  since  the last day on which  any such  commercial  paper  shall  have been
outstanding.

     Section 6.7 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 the Company at any time
held by or in the possession of the Company.

     Section 6.8 No Recourse.

     (a) 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
or  UAC.  Except  as  otherwise  expressly  provided  in this  Agreement,  it is
understood  and agreed  that  neither the Issuer nor UAC shall 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.

     (b) Notwithstanding anything in this Agreement to the contrary, the Company
shall  not have  any  obligation  to pay any  amount  required  to be paid by it
hereunder  in excess of any amount  available  to the  Company  after  paying or
making  provision  for  the  payment  of its  Commercial  Paper  .  All  payment
obligations of the Company hereunder are contingent on the availability of funds
in excess of the amounts  necessary to pay its Commercial  Paper and each of the
other parties  hereto agrees that it will not have a claim under Section  101(5)
of the  Bankruptcy  Code if and to the extent that any such  payment  obligation
owed to it by the  Company  exceeds the amount  available  to the Company to pay
such amount after paying or making  provision for the payment of its  Commercial
Paper.

     Section 6.9 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 Company to carry into
effect the purposes of this  Agreement  or the  Security  Agreement or to better
assure and confirm unto the Company or the Collateral  Agent its rights,  powers
and remedies hereunder or thereunder.

     Section 6.10 No Recourse Against Stockholders, Officers or Directors.

     Notwithstanding  anything to the contrary contained in this Agreement,  the
obligations  of the  Company  under  this  Agreement  and all other  Transaction
Documents  are solely the  corporate  obligations  of the  Company  and shall be
payable  solely to the extent of funds  received  from the Issuer in  accordance
herewith or from any party to any  Transaction  Document in accordance  with the
terms  thereof  in  excess  of  funds  necessary  to pay  matured  and  maturing
Commercial Paper.

     Section 6.11 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 6.12 Headings.

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

<PAGE>


     IN WITNESS  WHEREOF,  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.

                                     UAFC-2 CORPORATION,
                                       as Issuer


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


                                     VARIABLE FUNDING CAPITAL CORPORATION,
                                       as Company


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


                                     FIRST UNION SECURITIES, INC.,
                                     as Deal Agent


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


                                     FIRST UNION NATIONAL BANK.,
                                     as Bank Investor


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

                                     Commitment:  $____________________


                                     FIRST UNION NATIONAL BANK.,
                                        as Paying Agent and Registrar


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

<PAGE>

                                    EXHIBIT A


                        FORM OF ASSIGNMENT AND ACCEPTANCE

                                Dated __________


     Reference  is made to the Note  Purchase  Agreement  dated as of August 31,
2001 (the "Agreement")  among UAFC-2  Corporation,  as Issuer,  Variable Funding
Capital  Corporation,  as the Company,  First Union  Securities,  Inc.,  as Deal
Agent,  the Bank  Investors  named  therein and First Union  National  Bank,  as
Registrar and Paying Agent.  Except as otherwise  provided  herein,  capitalized
terms used herein will have the meanings ascribed to them in the Agreement.

     __________________   (the   "Assignor")   and   ___________________    (the
"Assignee") agree as follows:

     1. The Assignor hereby sells and assigns to the Assignee,  and the Assignee
hereby  purchases and assumes from the Assignor,  that interest in and to all of
the Assignor's  rights and obligations under the Agreement as of the date hereof
which represents the percentage interest specified in Section 1 of Schedule 1 of
all  outstanding  rights and  obligations  of the Assignor  under the Agreement,
including,  without limitation,  such interest in the Note held by the Assignor.
After  giving  effect to such sale and  assignment,  the  amount of  Outstanding
Principal  Amount with  respect to the Note held for the account of the Assignee
will be as set forth in Section 2 of Schedule 1.

     2. The  Assignor  (i)  represents  and  warrants  that it is the  legal and
beneficial  owner of the interest  being  assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty  and  assumes  no  responsibility   with  respect  to  any  statements,
warranties or representations made in or in connection with the Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Agreement or any other instrument or document furnished pursuant thereto;
and (iii) 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 the Agreement or any
other instrument or document furnished pursuant thereto.

     3. The Assignee (i) confirms that it has received a copy of the  Agreement,
together with copies of such financial  statements and such other  documents and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision to enter into this Assignment and Acceptance; (ii) agrees that it will,
independently  and without  reliance upon the Deal Agent,  the Paying Agent, the
Registrar,  the Assignor or any other Noteholder 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 the  Agreement;  (iii)
confirms that it is an Eligible Assignee;  (iv) appoints and authorizes the Deal
Agent,  the  Registrar and the Paying Agent each to take such action as agent on
its behalf and to exercise  such powers under the  Agreement as are delegated to
the Deal Agent, the Paying Agent and the Registrar,  respectively,  by the terms
thereof, together with such powers as are reasonably incidental thereto; and (v)
agrees  that  it  will  perform  in  accordance  with  their  terms  all  of the
obligations  which by the terms of the Agreement are required to be performed by
it as a Noteholder.

     4.  Following  the  execution  of this  Assignment  and  Acceptance  by the
Assignor  and the  Assignee,  it will be delivered to each of the Deal Agent and
the Registrar for acceptance and recording by the Registrar.  The effective date
of this  Assignment  and Acceptance  (the "Transfer  Date") shall be the date of
acceptance  thereof by the Deal Agent and the Registrar,  unless a later date is
specified in Section 3 of Schedule 1 hereof.

     5. Upon such  acceptance  by the Deal  Agent  and  Registrar  and upon such
recording by the Registrar, as of the Transfer Date, (i) the Assignee shall be a
party to the  Agreement  and,  to the extent  provided  in this  Assignment  and
Acceptance,  have the rights and obligations of a Noteholder thereunder and (ii)
the Assignor  shall,  to the extent  provided in this Assignment and Acceptance,
relinquish its rights and be released from its obligations under the Agreement.

     6. Upon such  acceptance  by the Deal  Agent  and  Registrar  and upon such
recording by the Registrar, from and after the Transfer Date, the Deal Agent and
the  Paying  Agent  shall  make,  or cause to be made,  all  payments  under the
Agreement  in  respect  of the  interest  assigned  hereby  (including,  without
limitation,  all payments of principal and interest with respect thereto) to the
Assignee.  The Assignor and Assignee shall make all  appropriate  adjustments in
payments  under the  Agreement  for periods  prior to the Transfer Date directly
between themselves.

     7. This  Assignment and  Acceptance  shall be governed by, and construed in
accordance with, the laws of the State of New York.

                  [remainder of page intentionally left blank]


<PAGE>


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

                                     [NAME OF ASSIGNOR]


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

                                     Address for notices
                                          [Address]

                                     [NAME OF ASSIGNEE]


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

                                     Address for notices
                                                 [Address]

Acknowledged and accepted
this ___ day of ___________, ____

FIRST UNION NATIONAL BANK,
as Registrar

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

Acknowledged and accepted
this ___ day of ___________, ____

FIRST UNION SECURITIES, INC.,
as Deal Agent

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


<PAGE>


                                   Schedule 1
                                       to
                            Assignment and Acceptance
                                 Dated _________


         Section 1.
         ---------

                  Percentage Interest:               ________%



         Section 2.
         ---------

                  Assignee's Commitment:    $____________

                  Outstanding Principal Amount
                  Owing to the Assignee: $_____________


         Section 3.
         ---------

                  Transfer Date: ___________________




<PAGE>


                                    EXHIBIT B
                             FORM OF FUNDING REQUEST
                                    [to come]



<PAGE>


                                    EXHIBIT C
                                   [RESERVED]

<PAGE>

                                    EXHIBIT D
                                  FORM OF NOTE

                                      NOTE

THIS NOTE HAS NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE  "1933  ACT"),  OR ANY STATE  SECURITIES  LAW AND THE  ISSUER  HAS NOT BEEN
REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT
COMPANY ACT"), AND MAY NOT BE OFFERED,  SOLD,  PLEDGED OR OTHERWISE  TRANSFERRED
EXCEPT  PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE 1933 ACT, AS
EVIDENCED  BY  AN  OPINION  OF  COUNSEL,  CERTIFICATION  AND  OTHER  INFORMATION
SATISFACTORY TO THE ISSUER, AND SUBJECT TO THE COMPLETION OF AND DELIVERY TO THE
ISSUER AND THE REGISTRAR OF A CERTIFICATE  OF TRANSFER IN THE FORM  APPEARING ON
THIS NOTE, AND ANY NOTEHOLDER  WILL, AND EACH SUBSEQUENT  NOTEHOLDER IS REQUIRED
TO,  NOTIFY  ANY  PURCHASER  OF THIS  NOTE  FROM IT OF THE  RESALE  RESTRICTIONS
REFERRED TO ABOVE.  THE ISSUER IS NOT  OBLIGATED TO REGISTER THIS NOTE UNDER THE
1933 ACT OR ANY  STATE  SECURITIES  OR BLUE SKY LAWS.  TRANSFER  OF THIS NOTE IS
SUBJECT TO THE  PROVISIONS  OF ARTICLE 8 OF THE  UNIFORM  COMMERCIAL  CODE AS IN
EFFECT IN ALL APPLICABLE JURISDICTIONS.

THE  INITIAL  HOLDER  OF THIS  NOTE  IS  SUBJECT  TO AN  OBLIGATION  TO  PROVIDE
ADDITIONAL  AMOUNTS TO THE ISSUER ON THE TERMS AND  CONDITIONS  SET FORTH IN THE
NOTE PURCHASE AGREEMENT (DEFINED BELOW).



                                      NOTE


$200,000,000.00                                                  August 31, 2001

     Reference is hereby made to that certain Note Purchase  Agreement  dated as
of August 31, 2001 (as amended, supplemented or otherwise modified in accordance
with the terms  thereof  and in effect  from  time to time (the  "Note  Purchase
Agreement"),  by and among UAFC-2  Corporation (the "Issuer"),  Variable Funding
Capital  Corporation  (the "Company"),  the Bank Investors named therein,  First
Union National Bank, as registrar and paying agent, and First Union  Securities,
Inc., as deal agent, and to that certain  Security  Agreement dated as of August
31, 2001 (as amended, supplemented or otherwise modified and in effect from time
to time (the "Security  Agreement") by and among the Issuer, the Company,  Union
Acceptance  Funding  Corporation,   as  seller,  Union  Acceptance  Corporation,
individually  and  as  collection  agent,  First  Union  Securities,   Inc.,  as
collateral agent and deal agent, First Union National Bank, as paying agent, and
the Bank Investors  named therein.  All  capitalized  terms used but not defined
herein shall have the meanings  assigned thereto in the Note Purchase  Agreement
or the Security Agreement, as applicable.

     FOR VALUE RECEIVED,  UAFC-2 CORPORATION.  (the "Issuer") hereby promises to
pay to FIRST  UNION  SECURITIES,  INC.,  as Deal  Agent for the  account  of the
Company and the Bank Investors the principal sum of TWO HUNDRED  MILLION DOLLARS
($200,000,000.00),  in  lawful  money of the  United  States of  America  and in
immediately available funds.

     The  initial  holder  of this  Note may be  required  under  the  terms and
conditions  of the  Note  Purchase  Agreement  to  make  additional  amounts  of
principal  available to the Issuer. The date and amount of each Funding extended
to the Issuer under the Note Purchase  Agreement,  and each payment of principal
thereof by the Issuer, shall be recorded by the holder or its agent on its books
and/or on the schedule attached hereto or any continuation thereof. Although the
stated  principal  amount of this Note is as stated  above,  this Note  shall be
enforceable,  with  respect  to the  Issuer's  obligation  to pay the  principal
hereof,  only to the  extent of the  unpaid  principal  amount  of the  Fundings
outstanding under the Note Purchase Agreement at the time such enforcement shall
be sought.

     Interest on the outstanding  principal  amount of this Note shall accrue at
the interest rate from time to time in effect  pursuant to the terms of the Note
Purchase Agreement and is payable on the dates provided for in the Note Purchase
Agreement. Interest at the Base Rate based on the Prime Rate will be computed on
the basis of a 365 or 366-day  year,  as  applicable,  for the actual  number of
days. All other interest  payable  hereunder shall be computed on the basis of a
360 day  year  for the  actual  days  elapsed.  If all or a  portion  of (i) the
principal  amount hereof or (ii) any interest payable thereon or (iii) any other
amounts payable  hereunder  shall not be paid when due (whether at maturity,  by
acceleration  or  otherwise),  such overdue amount shall bear interest at a rate
per  annum  that is  equal  to the  Base  Rate  plus  2%,  from the date of such
non-payment to (but excluding) the date such amount is paid in full.

     Principal  shall be paid on each  Remittance  Date as  required  under  the
Security  Agreement  and may be prepaid in whole or in part at any time pursuant
to the terms of the Security Agreement.

     Notwithstanding any other provisions contained in this Note, if at any time
the rate of interest  payable by the Issuer  under this Note exceeds the highest
rate of interest  permissible  under applicable law (the "Maximum Lawful Rate"),
then so long as the Maximum Lawful Rate would be exceeded,  the rate of interest
under  this  Note  shall be equal to the  Maximum  Lawful  Rate.  If at any time
thereafter the rate of interest payable under this Note is less than the Maximum
Lawful Rate,  the Issuer shall  continue to pay interest  under this Note at the
Maximum  Lawful Rate until such time as the total interest paid by the Issuer is
equal to the total  interest  that would have been paid had  applicable  law not
limited the interest  rate payable  under this Note. In no event shall the total
interest  received  by the  holders of this Note  exceed the amount the  holders
hereof could  lawfully  have  received had the interest due under this Note been
calculated since the date of this Note at the Maximum Lawful Rate.

     Payments of the principal of, and interest on, Fundings represented by this
Note  shall be made by the  Issuer  to the  holder  hereof by wire  transfer  of
immediately  available funds in the manner and at the address specified for such
purpose to the Issuer in writing from time to time.

     If any  payment  under this Note falls due on a day which is not a Business
Day then such due date shall be extended to the next  succeeding  Business  Day,
and interest  shall be payable on any  principal  so extended at the  applicable
interest rate.

     The entire  outstanding  principal amount of this Note and accrued interest
thereon will be due and payable on the  Remittance  Date occurring in the fourth
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 any extensions  subsequently granted on any Receivable by the
Issuer or the Collection  Agent) . The Issuer's  obligations under this Note are
payable solely from the  Collateral and no general  recourse shall be had on the
Note against the Issuer.

     The Issuer shall pay all costs of  collection  of any amount due  hereunder
when incurred,  including,  without limitation,  reasonable  attorney's fees and
expenses,  and including all costs and expenses  actually incurred in connection
with the  pursuit  by the holder of any of its rights or  remedies  referred  to
herein or the  protection  of or  realization  upon the  Collateral  (as defined
below).

     The Issuer waives presentment, notice of dishonor, protest and other notice
or formality with respect to this Note.

     This Note is secured by the  security  interests  granted  pursuant  to the
Security Agreement.

                  [Remainder of Page Intentionally Left Blank]


<PAGE>


     THIS NOTE SHALL BE GOVERNED BY, AND INTERPRETED AND CONSTRUED IN ACCORDANCE
WITH,  THE LAWS OF THE  STATE OF NEW  YORK,  WITHOUT  REGARD  TO  PRINCIPLES  OF
CONFLICT OF LAWS (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL  OBLIGATIONS
LAW).

     IN WITNESS  WHEREOF,  the Issuer has caused  this  instrument  to be signed
manually or in  facsimile,  by its  authorized  officer as of the date set forth
below.


                                     UAFC-2 CORPORATION


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



<PAGE>
                                   ASSIGNMENT


Social  Security  or  taxpayer  I.D. or other  identifying  number of  assignee:
________________




     FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and transfers
unto ------------------------------------------
            (name and address of assignee)

the within Note and all rights thereunder,  and hereby  irrevocably  constitutes
and appoints  _________________,  attorney,  to transfer  said Note on the books
kept for registration thereof, with full power of substitution in the premises.


Dated: __________


[exact name of assignor,  which must  correspond with the name of the registered
owner as it appears on the face of the within Note in every particular,  without
alteration, enlargement or any change whatsoever] ______________


-------------------------------------------------


Signature Guaranteed:


-------------------------------------------     -------------------------------


<PAGE>


      Schedule Attached to Note Dated August 31, 2001 of UAFC-2 Corporation
       payable to the order of First Union Securities, Inc. as Deal Agent
              for the account of the Company and the Bank Investors


                            Bank Investor/Company
Funding Date  Funding Amount  Share of Funding  Repayment Amount Repayment Date