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              EXHIBIT
                10.5

            


    

     

    SECOND
      AMENDMENT TO

    AMENDED
      AND RESTATED RECEIVABLES FINANCING AGREEMENT

     

    SECOND
      AMENDMENT, dated as of August 22, 2008 (this “Amendment”),
      to
      AMENDED AND RESTATED RECEIVABLES FINANCING AGREEMENT, dated as of October 18,
      2007, as amended by First Amendment dated as of February 8, 2008 (the
“Agreement”;
      unless
      otherwise defined herein, terms defined in the Agreement are used herein as
      therein defined), by and among UPFC Funding Corp. (the “Borrower”),
      United Auto Credit Corporation, individually and as Servicer, United Auto
      Business Operations, LLC, United PanAm Financial Corp., the Lenders from time
      to
      time parties thereto (the “Lenders”),
      the
      Agents from time to time parties thereto, CenterOne Financial Services LLC,
      as
      Backup Servicer, and Deutsche Bank Trust Company Americas, as
      Administrative/Collateral Agent and as Custodian.

     

    WITNESSETH:

     

    WHEREAS,
      the parties wish to amend the Agreement as set forth herein;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, and other
      good and valuable consideration, the receipt and adequacy of which are hereby
      expressly acknowledged, the parties hereto agree as follows:

     

    1.
      Amendments.
      

     

    (a)
      The
      Commitment of Deutsche Bank AG, New York Branch, as Committed Lender in the
      Gemini Lender Group, is hereby amended to be $260,000,000.

     

    (b)
      Section 1.1 of the Agreement is hereby amended by:

     

    (i)
      deleting the definitions of Additional
      Reserve Account Percentage, Additional
      Reserve Account Requirement, Adjusted EBITDA, Initial Advance Rate, Initial
      Borrowing Base, Interest Expense, Liquidity Amount, Target Advance Rate and
      Target Borrowing Base;

     

    (ii)
      adding the following definitions in the appropriate alphabetical
      order:

     

    “Advance
      Rate”
means,
      on any day during each of the Accrual Periods beginning on the respective
      Distribution Dates set forth in the table in Exhibit E to this Agreement, the
      percentage set forth opposite such Distribution Date in such table; provided
      that if
      a Facility Termination Event shall have occurred, the Advance Rate shall equal
      0.0%.

     

    “Amortization
      Percentage”
means,
      with respect to the Distribution Date occurring during each of the months set
      forth in the table in Exhibit F to this Agreement, the percentage set forth
      opposite such month in such table.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

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    “Borrowing
      Base”
means,
      on any day, the sum of (a) the product of (i) the Advance Rate applicable to
      the
      Accrual Period in which such day occurs and (ii) the Aggregate Outstanding
      Principal Balance of all Transferred Contracts, if any, which were originated
      on
      or prior to August 22, 2008 and are Eligible Contracts on such day of
      determination less any Overconcentration Amount with respect to such Transferred
      Contracts (each determined after giving effect to the transfer of Eligible
      Contracts to the Borrower on such day), plus
      (b) the
      product of (i) the lesser of (A) [*] and (B) the Advance Rate applicable to
      the
      Accrual Period in which such day occurs and (ii) the Aggregate Outstanding
      Principal Balance of all Transferred Contracts, if any, which were originated
      after August 22, 2008 and are Eligible Contracts on such day of determination
      less any Overconcentration Amount with respect to such Transferred Contracts
      (each determined after giving effect to the transfer of Eligible Contracts
      to
      the Borrower on such day), plus
      (c) the
      amount on deposit in the Collection Account which represents principal
      collections on Transferred Contracts as of such day (other than, if such day
      is
      a Distribution Date, any such principal collections to be included in the Amount
      Available on such day).

     

    “Borrowing
      Base Cure Period”
shall
      be a period (a) commencing on a Distribution Date if, on such Distribution
      Date
      (after giving effect to the distributions to be made on such date), the
      aggregate principal amount of all Advances outstanding exceeds the Borrowing
      Base computed using the Advance Rate for the Accrual Period commencing on such
      Distribution Date (the “Current
      Advance Rate”)
      and
      would not have exceeded the Borrowing Base computed using the Advance Rate
      for
      the immediately preceding Accrual Period (the “Prior
      Advance Rate”),
      and
      (b) ending on the first to occur of (i) the date on which the aggregate
      principal amount of all Advances outstanding no longer exceed the Borrowing
      Base
      computed using the Current Advance Rate, (ii) the day on which the Effective
      Advance Rate is greater than the Effective Advance Rate for any prior day during
      the current Accrual Period, (iii) the date of the occurrence of any Facility
      Termination Event, and (iv) the last day of the current Accrual Period;
provided
      that if
      two Borrowing Base Cure Periods shall have occurred, no additional periods
      shall
      constitute Borrowing Base Cure Periods.

     

    “Capitalized
      Lease” means
      all
      monetary obligations of a Person under any lease or similar arrangement of
      such
      Person which, in accordance with GAAP, should be capitalized or classified
      as
      capitalized leases on the balance sheet of such Person and, for purposes of
      this
      Agreement, the amount of such obligations shall be the capitalized amount
      thereof determined in accordance with GAAP.

     

    “Effective
      Advance Rate”
means,
      on any day, the percentage equivalent of a fraction, (a) the numerator of which
      equals the aggregate principal amount of all Advances then outstanding and
      (b)
      the denominator of which equals the sum of (i) the Aggregate Outstanding
      Principal Balance of all Transferred Contracts less any Overconcentration Amount
      (each determined after giving effect to the transfer of Eligible Contracts
      to
      the Borrower on such day), plus
      (ii) the
      amount on deposit in the Collection Account which represents principal
      collections on Transferred Contracts as of such day (other than, if such day
      is
      a Distribution Date, any such principal collections to be included in the Amount
      Available on such day).


    
      
        
        

      

      
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    “Liquidity
      Amount - Cash”
shall
      mean, on any determination date, the cash or cash equivalents owned by UACC
      and
      UPFC and any of their respective subsidiaries on such determination date.


     

    “Second
      Amendment”
means
      the Second Amendment, dated as of August 22, 2008, to this
      Agreement.

     

    “Upfront
      Facility Fee”
means
      the fee payable pursuant to Section 2(a) of the Fifth Amendment to Fee Letter,
      dated as of August 22, 2008, among the Borrower, Deutsche Bank Securities
      Inc. and the Administrative/Collateral Agent.

     

    “Subservicing
      Fees”
has
      the
      meaning set forth in Section
      8.9(g).

     

    “Tangible
      Shareholders’ Equity”
means
      shareholders equity, less any goodwill, each determined on a consolidated basis
      in accordance with GAAP.

     

    (iii)
      adding the following at the end of the definition of “Amount
      Available”:

     

    The
      Amount Available shall also include (i) the proceeds of the sale of Transferred
      Contracts deposited in the Collection Account pursuant to Section 13.4(a) during
      the related Accrual Period and (ii) following a Facility Termination Event
      or
      if, on such Distribution Date, the aggregate principal amount of the Advances
      outstanding exceed the Borrowing Base, the amount of “Residual Distributions”
deposited in the Collection Account pursuant to the Residual Security
      Agreement.;

     

    (iv)
      deleting the number $45,000 in the definition of Capped Fees/Expenses - Backup
      Servicer and substituting the number [*] in lieu thereof;

     

    (v)
      adding the following at the end of the definition of “Transferred
      Contracts”:

     

    Transferred
      Contracts shall also include Contracts transferred by the Seller to the Borrower
      which were not Eligible Contracts at the time of transfer.;

     

    and

     

    (vi)
      deleting the definitions of Backup Servicer Fee, Default Rate, Facility
      Termination Date, Required Reserve Account Amount and Total Expense Percentage
      and substituting, in lieu thereof, respectively, the following:

     

    “Backup
      Servicer Fee”
means,
      for any Distribution Date, the amount payable to the Backup Servicer as its
      regular fee on such Distribution Date pursuant to the Backup Servicer Fee Letter
      together with any amounts payable to the Backup Servicer pursuant to Section
      8.9(f).

     

    “Default
      Rate”
means
      a
      rate per annum
      equal to
      [*] in excess of the rate at which the Yield would otherwise be calculate for
      the related monetary obligation.


    
      
        
        

      

      
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    “Facility
      Termination Date”
means
      the earlier of (a) October 15, 2009 and (b) the effective date on which the
      Facility is terminated pursuant to Section
      14.2.

     

    “Required
      Reserve Account Amount”
means,
      on any date, the Minimum Reserve Account Requirement.

     

    “Total
      Expense Percentage”
means,
      as of any date, the sum of (a) the Servicing Fee Percentage plus
      (b) the
“Usage Fee Rate” (as defined in the Fee Letter).

     

    (c)
      Section 1.2 of the Agreement is hereby amended by deleting clause (e) thereof
      and substituting, in lieu thereof, the following:

     

    (e) For
      the
      avoidance of doubt, on each date on which the Aggregate Eligible Contracts
      Balance or the Borrowing Base is required to be calculated by the Borrower,
      the
      Servicer, the Lenders or the Agents hereunder, the eligibility of each of the
      Transferred Contracts shall be redetermined as of such calculation date (i.e.,
      each reference to a Closing Date in Section 3.01(b) of the Sale and Servicing
      Agreement shall be deemed to be a reference to the date of calculation) and,
      as
      a consequence thereof, Contracts that were Eligible Contracts on the related
      Closing Date may be excluded from the Aggregate Eligible Contracts Balance
      or
      the Borrowing Base on the date of calculation.

     

    (d)
      Sections 2.1, 2.6(b), 7.2(a), 7.2(g) and (l), 9.7(a), 10.19, 13.4(a) and 17.1
      of
      the Agreement are hereby amended by deleting each reference to “Initial
      Borrowing Base” therein and substituting, in lieu thereof, “Borrowing
      Base”.

     

    (e)
      Section 2.1 of the Agreement is hereby amended by adding the following at the
      end thereof:

     

    Notwithstanding
      any other provision of the Agreement to the contrary, (a) during the period
      beginning on August 22, 2008 and ending on (but excluding) the Distribution
      Date
      in September 2008, the aggregate principal amount of Advances made during such
      period shall not exceed the lesser of (i) [*] and (ii) the product of (A) [*]
      times (B) the Aggregate Outstanding Principal Balance of Eligible Contracts
      transferred to the Borrower during the period from August 22, 2008 through
      the
      date of determination, (b) during each Accrual Period beginning with the Accrual
      Period starting on the Distribution Date in September 2008, the aggregate
      principal amount of Advances made during such Accrual Period shall not exceed
      the lesser of (i) [*] and (ii) the product of (A) [*] times (B) the Aggregate
      Outstanding Principal Balance of Eligible Contracts transferred to the Borrower
      during such Accrual Period through the date of determination, and (c) during
      the
      period beginning with August 22, 2008 and ending on the Scheduled Facility
      Termination Date, the aggregate principal amount of Advances made during such
      period shall not exceed the lesser of (i) [*] and (ii) the sum, for each of
      the
      Eligible Contracts transferred to the Borrower during the period from August
      22,
      2008 through the date of determination, of the product of (A) [*] times (B)
      the
      Aggregate Outstanding Principal Balance of such Eligible
      Contracts.


    
      
        
        

      

      
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    (f)
      Section 2.6 of the Agreement is hereby amended by deleting the first sentence
      thereof and substituting, in lieu thereof, the following:

     

    The
      Borrower shall repay in full the unpaid principal amount of each Advance on
      the
      Facility Termination Date. 

     

    (g)
      The
      sentence in Section 5.1(a) of the Agreement which currently reads “Payments of
      the “Program Fee” (as defined in the Fee Letter) shall be allocated and paid to
      the Agent for each Lender Group pro rata based on the aggregate Commitments
      of
      the Lenders in such Lender Group” is hereby deleted and the following is
      substituted, in lieu thereof:

     

    Payments
      of the “Unused Fee” (as defined in the Fee Letter) shall be allocated and paid
      to the Agent for each Lender Group pro rata based on the aggregate Commitments
      of the Lenders in such Lender Group.

     

    (h)
      Section 7.2 of the Agreement is hereby amended by (i) deleting clause (k)
      thereof and substituting, in lieu thereof, the following:

     

    (k) APR.
      The
      weighted average APR of the Eligible Contracts on such date (after giving effect
      to any reduction of the APR of any Eligible Contract pursuant to the provision
      of Section 4.01 of the Sale and Servicing Agreement) shall not be less than
      [*];

     

    and
      (ii)
      adding the following at the end thereof:

     

    (p) No
      Level III Trigger.
      No
      level III trigger breach or similar event (whether or not waived) shall have
      occurred under the documentation with respect to any securitization or financing
      of Contracts by UPFC or any of its Affiliates, other than level III trigger
      breaches arising solely from key person provisions applicable to the departure
      of Ray Thousand which have been duly waived.

     

    (i)
      Section 8.1 of the Agreement is hereby amended by adding the following at the
      end thereof: 

     

    The
      Servicer hereby covenants and agrees to act as such under this Agreement for
      an
      initial term ending on August 31, 2008, which term shall be subject to
      extension for successive months until the Advances are paid in full, if the
      Required Lenders, in their sole and absolute good faith discretion (and
      regardless of the performance or nonperformance of the Servicer hereunder),
      give
      written notice of each such extension to the Administrative/Collateral Agent
      and
      the Servicer. If the Required Lenders do not give written notice of extension
      to
      the Administrative/Collateral Agent and the Servicer, then the term of UACC
      as
      Servicer shall terminate on the last day of such term.

     

    On
      each
      Business Day, the Servicer shall transmit to the Borrower, the Backup Servicer,
      the Agents and the Administrative/Collateral Agent a statement in such form
      and
      setting forth such information as the Required Lenders may reasonably
      request.


    
      
        
        

      

      
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    (j)
      Section
      8.9 of the Agreement is hereby amended by (i) deleting clause (e) thereof and
      substituting, in lieu thereof, the following

     

    (e)
      Upon
      appointment of the Backup Servicer as the successor Servicer, its obligations
      as
      Backup Servicer and any of its obligations as subservicer hereunder shall
      terminate.

     

    and
      (ii)
      adding the following at the end thereof:

     

    (f) Until
      the
      earlier of (i) the date on which the Backup Servicer is appointed the successor
      Servicer under this Agreement and (ii) the date on which the Backup Servicer
      shall have been notified in writing by the Required Lenders that the Backup
      Servicer no longer needs to provide such services, the Backup Servicer shall
      perform the additional backup services described in Exhibit G to this
      Agreement (as such Exhibit G shall be amended from time to time by the
      Borrower, UACC, the Backup Servicer and the Required Lenders). In connection
      therewith, each of the Borrower, UACC, and UPFC shall, and shall cause each
      of
      its Subsidiaries, to provided the Backup Servicer with such access to it
      facilities, personnel and business records during normal business hours and
      upon
      reasonable notice, and will deliver or cause to be delivered to the Backup
      Servicer the daily, weekly and monthly files and file extracts, such powers
      of
      attorney, corporate resolutions, servicing assignments, attorney network lists,
      repossession agent lists and such other documents and information, in a form
      reasonably acceptable to the Backup Servicer, in each case as the Backup
      Servicer shall reasonably require to perform such services. As compensation
      for
      such services, as part of the Backup Servicing Fee in addition to that described
      in the Backup Servicing Fee Letter, the Backup Servicer shall be entitled to
      receive (A) with respect to the Distribution Date occurring in September 2008,
      a
      one-time setup fee of [*], (B) with respect to each Distribution Date beginning
      with the September 2008 Distribution Date and on each Distribution Date
      thereafter related to a Collection Period during which the Backup Servicer
      performs any such services, a monthly fee equal to [*] for performing such
      services other than the quarterly conversion testing, (C) with respect to the
      September 2008 Distribution Date and each Distribution Date thereafter related
      to a Collection Period in which the Backup Servicer performs a quarterly
      conversion test, a fee equal to [*] for performing the quarterly conversion
      test, and (D) with respect to each Distribution Date, reimbursement of all
      of
      the Backup Servicer’s out of pocket expenses incurred in connection with
      providing such services, including but not limited to the reasonable fees and
      expenses of its outside counsel in connection with negotiating or documenting
      such agreements and those specified in Exhibit G.

     

    (g) In
      addition to the services specifically set forth in this Agreement, the Backup
      Servicer shall perform subservicing duties consisting of such early- and
      mid-stage collection activities with respect to Delinquent Contracts on such
      terms and subject to such conditions as may be agreed upon from time to time
      in
      writing by the Borrower, UACC, the Backup Servicer and the Required Lenders.
      The
      amounts payable to the Backup Servicer in connection with such subservicing
      services are herein referred to as the “Subservicing
      Fees.”


    
      
        
        

      

      
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    (h) Any
      services provided by the Backup Servicer pursuant to Section 8.9(f) or (g)
      shall be considered services of the Backup Servicer provided pursuant to this
      Agreement and the Backup Servicer shall be entitled to all of the rights,
      remedies, benefits and protections with respect to providing such services
      as it
      receives with respect to the other backup services the Backup Servicer provides
      under this Agreement.

     

    (k)
      Section 9.5(a) of the Agreement is hereby amended by deleting clauses (iv)
      through (xiv) thereof and substituting, in lieu thereof, respectively, the
      following:

     

    (iv) FOURTH,
      from
      the
      remaining Amount Available, pro rata based on the amount owed, (A) to the Backup
      Servicer, any accrued and unpaid Subservicing Fees, and (B) to the Servicer,
      any
      accrued and unpaid Servicing Fees, any transition expenses payable to the
      successor Servicer pursuant to the Sale and Servicing Agreement to the extent
      not paid by the predecessor Servicer, provided,
      that
      such transition expenses, including travel, boarding fees, mailing costs,
      obligor letters (welcome and goodbye) and document packaging and shipping,
      shall
      not exceed $200,000 in the aggregate (nor shall the boarding fee exceed $5.00
      per contract) and the amounts specified in Section
      9.2
      to the
      extent the Servicer has not reimbursed itself in respect of such amounts
      pursuant to Section
      9.6;

     

    (v) FIFTH,
      from the remaining Amount Available, to the Administrative/Collateral Agent,
      on
      behalf of the Lenders, an amount equal to the Yield on the Advances accrued
      during the Accrual Period with respect to such Distribution Date (and any Yield
      with respect to any prior Accrual Period to the extent not paid on a prior
      Distribution Date), and the Fees (excluding the Upfront
      Facility Fee)
      payable
      on such Distribution Date pursuant to the Fee Letter (and any Fees (excluding
      the Upfront
      Facility Fee)
      due
      and not paid on a prior Distribution Date);

     

    (vi) SIXTH,
      from the remaining Amount Available, to the Administrative/Collateral Agent,
      on
      behalf of the Lenders, to repay pursuant to Section 2.6(b)
      the
      principal amount of Advances in an amount equal to the excess, if any, of the
      then outstanding principal amount of all Advances over the Borrowing Base with
      respect to such Distribution Date;

     

    (vii) SEVENTH,
      from the remaining Amount Available, to the Administrative/Collateral Agent,
      on
      behalf of the Lenders, the sum of (A) the product of (i) the Amortization
      Percentage and (ii) the excess, if any, of the remaining Amount Available over
      the aggregate amount of proceeds
      of the sale of Transferred Contracts deposited in the Collection Account
      pursuant to Section 13.4(a) during the related Accrual Period and (B) 100%
      of
      the aggregate amount of proceeds of the sale of Transferred Contracts deposited
      in the Collection Account pursuant to Section 13.4(a)
      during
      the related Accrual Period to repay the principal amount of outstanding Advances
      until such Advances are paid in full;

    


    (viii) EIGHTH,
      from the remaining Amount Available, if a Facility Termination Event shall
      have
      occurred and be continuing, to the Administrative/Collateral Agent, on behalf
      of
      the Lenders, the principal amount of outstanding Advances until such Advances
      are paid in full


    
      
        
        

      

      
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    (ix) NINTH,
      from the remaining Amount Available, to the Administrative/Collateral Agent,
      for
      the benefit of Affected Persons, any Increased Costs then due and
      owing;

     

    (x) TENTH,
      from
      the remaining Amount Available, to the extent not previously paid by or on
      behalf of the Borrower, to each Indemnified Party, any Indemnity Amounts then
      due and owing to each such Indemnified Party;

     

    (xi) ELEVENTH,
      from the remaining Amount Available, to the Servicer the accrued and unpaid
      Subordinate Servicing Fee;

     

    (xii) TWELFTH,
      from
      the
      remaining Amount Available, to the extent not previously paid pursuant to clause
      FIRST, SECOND or THIRD above, pro
      rata
      to the
      Backup Servicer, the Custodian (if other than UACC ) and the
      Administrative/Collateral Agent, any costs and expenses due to the Backup
      Servicer, the Custodian and the Administrative/Collateral Agent under the
      Transaction Documents;

     

    (xiii) THIRTEENTH,
      from the remaining Amount Available, if (i) a Facility Termination Event shall
      have occurred and be continuing, (ii) if the Facility Termination Date shall
      have occurred or (iii) all Advances outstanding are being repaid, to the
      Administrative/Collateral Agent, on behalf of the Lenders, an amount equal
      to
      the Upfront
      Facility Fee
      (or
      the remaining unpaid portion thereof) and any interest accrued
      thereon;

     

    (xiv) FOURTEENTH,
      from the remaining Amount Available, to the Borrower.

     

    (l)
      Article IX of the Agreement is hereby amended by adding the following
      Section at the end thereof:

     

    SECTION
      9.8 Lockboxes.
      On or
      prior to September 30, 2008, the Borrower and the Servicer shall use reasonable
      commercial efforts to establish one or more lockboxes for collection of payments
      on the Contracts with a lockbox processor or processors reasonably satisfactory
      to the Required Lenders, and shall enter into, and shall use reasonable
      commercial efforts to cause each such lockbox processor to enter into, lockbox
      control agreements with the Administrative/Collateral Agent in form and
      substance reasonably satisfactory to the Required Lenders and the
      Administrative/Collateral Agent. As to each such lockbox, once established,
      (a)
      the Borrower (or the Servicer on its behalf) shall use reasonable commercial
      efforts to direct the Obligors to make all payments on the Contracts to such
      lockboxes and otherwise to cause all payments made on the Contracts to be made
      directly to one of such lockboxes, unless the Servicer has determined in good
      faith that to direct payments in such manner would have an adverse effect on
      Net
      Collections, and (b) without the consent of the Required Lenders, neither the
      Borrower nor the Servicer shall (i) terminate or move any lockbox, terminate,
      or
      (ii) make any change in its arrangements with the lockbox processor of any
      lockbox if such change would adversely affect the Administrative/Collateral
      Agent’s Lien (for the benefit of the Secured Parties) on such lockbox and the
      amounts and items on deposit therein.


    
      
        
        

      

      
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    (m)
      Article XI of the Agreement is hereby amended by adding the following
      Section at the end thereof:

     

    SECTION
      11.23 New
      Receivables.
      During
      the period from the date of this Agreement to the Scheduled Facility Termination
      Date, the Seller shall sell or contribute to the Borrower all newly originated
      Contracts and all Contracts acquired by the Seller, whether or not such
      Contracts are Eligible Contracts transferred pursuant to the Sale and Servicing
      Agreement.

     

    (n)
      Section 13.4 of the Agreement is hereby amended by deleting paragraph (a)
      thereof and substituting, in lieu thereof, the following:

     

    (a)
      Generally.
      To the
      extent that (i) the Borrowing Base equals or exceeds the aggregate outstanding
      principal amount of Advances, (ii) all Advances, Yield thereon and other amounts
      then due under this Agreement have been paid in full, (iii) there is no Facility
      Termination Event or Unmatured Facility Termination Event under Section 14.1,
      (iv) either (A) the Required Lenders have consented thereto in writing or (B)
      the purchase price for such Transferred Contracts equals or exceeds [*]
      per
      outstanding dollar of the principal amount of Transferred Contracts
      sold,
      and (v)
      there is no selection of Contracts in a manner adverse to the Lenders, in
      connection with the sale or transfer of Contracts pursuant to a Take-Out
      Securitization, in connection with the purchase by the Servicer or a Seller
      of a
      Transferred Contract pursuant to the Sale and Servicing Agreement, in connection
      with the purchase by a Seller from the Borrower of a Contract which the Seller
      represented was an Eligible Contract and which is not an Eligible Contract
      or in
      connection with the payment in full of the Advances and other Obligations
      hereunder, the Borrower, upon providing to the Administrative/Collateral Agent
      an officer’s certificate certifying that the conditions set forth in clauses
      (i), (ii), (iii), (iv) and (v) above have been satisfied, may from time to
      time
      obtain releases of the Administrative/Collateral Agent’s (for the benefit of the
      Secured Parties) security interest in all or any part of the Contract Collateral
      (with the matters set forth in the foregoing clauses (i), (ii) and (iii) being
      determined immediately after giving effect to any requested release and any
      payments made on the date thereof, including, without limitation, any repayment
      of Advances and payment of Yield thereon on such date) and may sell the portion
      of the Contract Collateral so released to a Seller or the Servicer or the party
      to the Take-Out Securitization, as the case may be (the making of any payments
      contemplated by such officer’s certificate being a condition to such release, it
      being understood that the Administrative/Collateral Agent’s security interest
      shall continue in any proceeds of such sale). In addition, without regard to
      the
      requirements of the preceding sentence, the Borrower may obtain a release of
      the
      Administrative/Collateral Agent’s (for the benefit of the Secured Parties)
      security interest in all or any part of the Contract Collateral and may sell
      the
      portion of the Contract Collateral so released to a Seller or the Servicer
      or
      the party to the Take-Out Securitization, as the case may be, if all Advances
      and other Obligations hereunder are paid in full from the proceeds of such
      sale
      concurrently therewith (which application shall be a condition to such release,
      it being understood that the Administrative/Collateral Agent’s security interest
      shall continue in all of such proceeds of such sale). (The Borrower shall have
      no obligation to sell to a Seller any Contract which is not an Eligible
      Contract. If the Borrower shall, in its sole discretion, agree to sell any
      such
      Contract, the purchase price to be paid by a Seller to the Borrower for such
      Contract shall be an arm’s length price to be mutually agreed by that Seller and
      the Borrower.)


    
      
        
        

      

      
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    [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN
      PORTIONS OF THIS DOCUMENT]

     

     

    (o)
      Section 14.1 of the Agreement is hereby amended (i) by deleting paragraph (m)
      thereof in its entirety and substituting, in lieu thereof, “[reserved]”, (ii) by
      deleting paragraphs (e), (i), (j), (q), (r) and (s) thereof in their
      entireties and substituting, in lieu thereof, respectively, the
      following:

     

    (e)
      The
      aggregate principal amount of all Advances outstanding hereunder exceeds the
      Borrowing Base and such condition continues unremedied for one Business Day
      and
      a Borrowing Base Cure Period is not in effect; 

     

    (i)
      The
      Delinquency Ratio exceeds during any of the periods set forth below the amount
      set forth opposite such period:

     

    August,
      2008 through January, 2009   [*]

     

    February,
      2009 and thereafter    [*];

     

    (j)
      The
      Net Loss Ratio exceeds during any of the periods set forth below the amount
      set
      forth opposite such period:

     

    August,
      2008 through January, 2009   [*]

     

    February,
      2009 and thereafter    [*]

     

    provided
      that if
      the Effective Advance Rate for such date of determination is less than [*],
      such
      percentage shall be [*];

     

    (q)
      James
      Vagim shall cease to be CEO of UACC and the replacement CEO has not been
      approved by the Required Lenders; 

     

    (r)
      The
      average Monthly Extension Ratio exceeds (i) for any three months which ends
      in
      any of April through September of any year, [*] or (ii) for any other three
      months, [*];

     

    (s)
      The
      Tangible Shareholders’ Equity of UPFC shall be less than [*] plus [*] of its
      positive net income (determined on a consolidated basis in accordance with
      GAAP)
      less amounts used for stock repurchases subsequent to the reporting period
      ended
      March 31, 2007 and each subsequent quarter;

     

    (iii)
      by
      deleting paragraph (t) thereof in its entirety and substituting, in lieu
      thereof, “[reserved];” and (iv) by adding the following at the end thereof:



    
      
        
        

      

      
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    [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN
      PORTIONS OF THIS DOCUMENT]

     

     

    or
      (v)
      The Borrower or the Servicer shall fail to perform or observe any term, covenant
      or agreement contained in Section 9.8 of this Agreement (without regard to
      application of any grace periods otherwise provided for in clause (b)
      above);

     

    (w)
      The
      Borrower and the Servicer shall have failed to contract, on or prior to
      September 15, 2008, with CenterOne to perform subservicing duties consisting
      of
      early- and mid-stage collection activities with respect to Delinquent Contracts
      in accordance with Section 8.9(g) or shall have failed to provide, on or
      prior to September 15, 2008, funds to CenterOne sufficient to hire a number
      of
      employees (as determined by CenterOne) to carry out such
      subservicing;

     

    (x)
      The
      Liquidity Amount - Cash is less than (i) [*] on any day prior to April 1, 2009,
      (ii) [*] on any day from and including April 1, 2009 and prior to August 1,
      2009, or (iii) [*] on any day from and after August 1, 2009;

     

    (y)
      The
      net income, determined in accordance with GAAP, of UPFC and its consolidated
      Subsidiaries is less than zero for two consecutive fiscal quarters of
      UPFC;

     

    (z)
      The
      Walk-In Payment Ratio for any Distribution Date is greater than
      [*];

     

    (aa)
      MBIA
      Insurance Corporation, Ambac Assurance Corporation or XL Capital Assurance
      Inc.
      shall have declared an event of default or similar event under the documentation
      with respect to any securitization or financing of Contracts by UPFC or any
      of
      its Affiliates;

     

    (bb)
      Any
      event shall have occurred under the
      documentation with respect to any securitization or financing of Contracts
      by
      UPFC or any of its Affiliates which
      causes cash which would have otherwise been payable to UPFC or any of its
      Affiliates to be retained in a cash account or used to reduce the outstanding
      principal amount of the securities issued in connection with such securitization
      or financing; or

     

    (cc)
      The
      Borrower shall not have delivered to the Lenders and the
      Administrative/Collateral Agent, on or before August 29, 2008, such Opinions
      of
      Counsel with respect to enforceability of the obligations of the Borrower,
      the
      Sellers, the Servicer, and the Guarantor and affiliates thereof under this
      Agreement, as amended by the Second Amendment, and with respect to true sale
      and
      nonconsolidation matters as the Required Lenders shall have requested in
      connection with the Second Amendment and the transactions contemplated
      thereby.

     

    (p)
      All
      references in the Agreement to the Custodian shall be deemed to refer to
      Deutsche Bank Trust Company Americas (together with its successors in such
      capacity), which has succeeded to United Auto Credit Corporation in that
      capacity under the Agreement.

     

    (q)
      The
      Agreement is hereby amended by adding Exhibits E, F and G thereto in the
      respective forms of Exhibits E, F and G attached hereto.


    
      
        
        

      

      
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    [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN
      PORTIONS OF THIS DOCUMENT]

     

     

    2.
      Agreement
      in Full Force and Effect.
      Except
      as specifically amended and waived hereby, all of the terms and conditions
      of
      the Agreement shall remain in full force and effect.

     

    3.
      Representations.
      Each of
      the Borrower, the Seller, the Servicer and the Guarantor severally represents
      and warrants that all acts, filings and conditions required to be done and
      performed and to have happened (including, without limitation, the obtaining
      of
      necessary governmental approvals) precedent to the entering into of this
      Amendment to constitute this Amendment and the Agreement as amended hereby
      the
      duly authorized, legal, valid and binding obligation of such party, enforceable
      in accordance with its terms, have been done, performed and have happened in
      due
      and strict compliance with all applicable laws.

     

    4.
      Counterparts.
      This
      Amendment may be executed in any number of counterparts and by separate parties
      hereto on separate counterparts, each of which when executed shall be deemed
      an
      original, but all such counterparts taken together shall constitute one and
      the
      same instrument.

     

    5.
      Governing
      Law.
      THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
      WITH, THE LAW OF THE STATE OF NEW YORK.

     

    6.
      Effectiveness.
      (a)
      This Amendment shall become effective as of August 22, 2008 (the “Closing
      Date”),
      when:

     

    (i)
      each
      of the parties hereto shall have executed a counterpart hereof and delivered
      the
      same to the Agent;

     

    (ii)
      each
      Rating Agency shall have confirmed that this Amendment will not result in the
      withdrawal or reduction of its rating of the commercial paper of any
      Noncommitted Lender; 

     

    (iii)
      each of the parties to the Fee Letter shall have executed a counterpart of
      the
      Fifth Amendment thereof and delivered the same to the Agent, and all fees and
      other compensation required to be paid on the date hereof pursuant to such
      Fifth
      Amendment shall have been paid in full;

     

    (iv)
      each
      of the parties to the Sale and Servicing Agreement shall have executed a
      counterpart of the First Amendment thereto dated as of date hereof and delivered
      the same to the Agent;

     

    (v)
      each
      of the parties to the Residual Security Agreement shall have executed a
      counterpart of the Second Amendment thereto dated as of date hereof and
      delivered the same to the Agent; and

     

    (vi)
      the
      Seller shall have transferred to the Borrower all Contracts which it owns as
      of
      the date hereof, whether or not such Contracts are Eligible
      Contracts.


    
      
        
        

      

      
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      [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN
        PORTIONS OF THIS DOCUMENT]

       

       

    

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

     

    
      	
              UPFC
                FUNDING CORP.

            
	 	 
	
              By:

            	
              /s/
                James G. Vagim III

            
	 	
              Name:
                James Vagim III

            
	 	
              Title:
                President

            
	 	 
	
              UNITED
                AUTO CREDIT CORPORATION,

              individually
                and as Seller, Servicer and Custodian

            
	 	 
	
              By:

            	
              /s/
                James G. Vagim III

            
	 	
              Name:
                James Vagim III

            
	 	
              Title:
                President

            
	 	 
	
              UNITED
                AUTO BUSINESS OPERATIONS, LLC,

              individually
                and as Seller

            
	 	 
	
              By:

            	
              /s/
                James G. Vagim III

            
	 	
              Name:
                James Vagim III

            
	 	
              Title:
                President

            
	 
	
              UNITED
                PANAM FINANCIAL CORP. ,

              individually
                and as Guarantor

            
	 	 
	
              By:

            	
              /s/
                James G. Vagim III

            
	 	
              Name:
                James Vagim III

            
	 	
              Title:
                President

            


    

    

      [Signature
        page to Second Amendment

      to
        Amended and Restated Receivables Financing
        Agreement]


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
        [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN
          PORTIONS OF THIS DOCUMENT]

         

         

      

    

    
      	
              DEUTSCHE
                BANK TRUST COMPANY

            
	
              AMERICAS,
                as Administrative/Collateral Agent

            
	 	 
	
              By:

            	
              /s/
                Irene Siegel

            
	 	
              Name:
                Irene Siegel

            
	 	
              Title:
                Vice President

            
	 	 
	
              By:

            	
              /s/
                Louis Bodi

            
	 	
              Name:
                Louis Bodi

            
	 	
              Title:
                Vice President

            


    


    [Signature
      page to Second Amendment

    to
      Amended and Restated Receivables Financing Agreement]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN
          PORTIONS OF THIS DOCUMENT]

         

         

      

    

    
      	
              DEUTSCHE
                BANK TRUST COMPANY

              AMERICAS,
                as Custodian

            
	 	 
	
              By:

            	
              /s/
                Carlos Falconi

            
	 	
              Name:
                Carlos Falconi

            
	 	
              Title:
                Associate

            
	 	 
	
              By:

            	
              /s/
                Christopher Corcoran

            
	 	
              Name:
                Christopher Corcoran

            
	 	
              Title:
                Vice President

            


    


    [Signature
      page to Second Amendment

    to
      Amended and Restated Receivables Financing Agreement]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      
        [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN
          PORTIONS OF THIS DOCUMENT]

         

         

      

    

    
      	
              CENTERONE
                FINANCIAL SERVICES LLC, as

            
	
              Backup
                Servicer

            
	 	 
	
              By:

            	
              /s/
                Victor A. De Jesus

            
	 	
              Name:
                Victor A. De Jesus

            
	 	
              Title:VP
                & CFO

            


    


    [Signature
      page to Second Amendment

    to
      Amended and Restated Receivables Financing Agreement]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      
        [**CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR CERTAIN
          PORTIONS OF THIS DOCUMENT]

         

         

      

    

    GEMINI
      LENDER GROUP

     

    
      	
              GEMINI
                SECURITIZATION CORP., LLC

            
	
              As
                Noncommitted Lender

            
	 	 
	
              By:

            	
              /s/
                Louis E. Colby

            
	 	
              Name:
                Louis E. Colby

            
	 	
              Title:
                Vice President

            
	 	 
	
              DEUTSCHE
                BANK AG, NEW YORK BRANCH,

            
	
              as
                Agent and Committed Lender

            
	 	 
	
              By:

            	
              /s/
                Eric Shea

            
	 	
              Name:
                Eric Shea

            
	 	
              Title:

            
	 	 
	
              By:

            	
              /s/
                Roey Eyal

            
	 	
              Name:
                Roey Eyal

            
	 	
              Title:
                Vice President

            


    

    

      [Signature
        page to Second Amendment

      to
        Amended and Restated Receivables Financing
        Agreement]