EXHIBIT 4.1
                                                                     -----------


                                 EXECUTION COPY










                          UNION ACCEPTANCE CORPORATION



                             NOTE PURCHASE AGREEMENT



                         SERIES A Senior Notes due 2007







                                Dated MAY 1, 2002




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                                TABLE OF CONTENTS

                                                                            Page
1.       DEFINED TERMS.........................................................1
2.       DESCRIPTION OF SERIES A SENIOR NOTES..................................1
3.       PURCHASE AND SALE OF SERIES A SENIOR NOTES............................2
4.       CLOSING OF SALES OF SERIES A SENIOR NOTES.............................2
5.       CONDITIONS TO CLOSING.................................................2
         5.1.     Compliance With Securities Laws..............................2
         5.2.     Purchase Permitted By Applicable Laws; Legal Investment......2
         5.3.     No Adverse Legislation, Action or Decision...................3
         5.4.     Approvals and Consents.......................................3
         5.5.     Corporate Proceedings........................................3
         5.6.     Representations and Warranties; No Default...................3
         5.7.     Payment of Fee...............................................4
         5.8.     Series A Senior Notes and Other Credit Documents;
                        Other Documents, Agreements and Instruments............4
         5.9.     Opinions of Counsel..........................................5
         5.10.    Payment of Costs and Expenses................................5
         5.11.    Purchases of Series A Senior Notes...........................5
         5.12.    No Material Adverse Change...................................5
6.       OPTIONAL AND MANDATORY PREPAYMENTS....................................5
         6.1.     Optional Prepayments.........................................5
         6.2.     Mandatory Prepayments........................................6
         6.3.     Notice of Prepayments........................................6
         6.4.     Partial Prepayments Pro Rata.................................6
         6.5.     Acquisition of Series A Senior Notes.........................6
7.       AFFIRMATIVE COVENANTS.................................................6
         7.1.     Accounting Systems; Financial Statements and Other Reports...7
         7.2.     Corporate Existence; Maintenance of Properties..............11
         7.3.     Payment Of Taxes And Claims.................................11
         7.4.     Conduct of Business; Insurance..............................12
         7.5.     Books and Records; Inspection of Property...................12
         7.6.     Compliance With Laws, Etc...................................12
         7.7.     Satisfaction of Obligations.................................13
         7.8.     Hazardous Materials.........................................13
         7.9.     Proceeds of Financing.......................................13
         7.10.    Ranking.....................................................13
8.       NEGATIVE COVENANTS...................................................13
         8.1.     Debt Incurrence, Financial Maintenance Tests................13
         8.2.     Liens.......................................................14
         8.3.     Investments.................................................15
         8.4.     Restricted Junior Payments..................................16
         8.5.     Maintenance of Consolidated Tangible Net Worth..............16
         8.6.     Merger or Sale of Assets....................................17
         8.7.     Securitizations.............................................18
         8.8.     Reporting Company Status....................................18
         8.9.     Restriction on Transactions with Affiliates.................18
         8.10.    No Tax Consolidation........................................18
         8.11.    Amendments and Waivers of Certain Documents.................19
         8.12.    Margin Regulations..........................................19
         8.13.    No Public Offering of Series A Senior Notes.................19
         8.14.    Foreign Assets Control Regulations, Etc.....................20
         8.15.    Investment Company..........................................20
9.       EVENTS OF DEFAULT....................................................20
         9.1.     Default; Acceleration.......................................20
         9.2.     Rescission of Acceleration..................................23
         9.3.     Other Remedies..............................................23
         9.4.     Subordinated Debt Notices...................................24
10.      REPRESENTATIONS AND WARRANTIES.......................................24
         10.1.    Organization, Powers, Good Standing,
                        Business and Subsidiaries.............................24
         10.2.    Authorization of Financing, Etc.............................24
         10.3.    Financial Condition.........................................26
         10.4.    No Material Adverse Change..................................26
         10.5.    Title to Properties; Liens..................................27
         10.6.    Litigation; Adverse Facts...................................27
         10.7.    Payment of Taxes............................................27
         10.8.    Materially Adverse Agreements; Performance;
                        Absence of Material Contracts.........................27
         10.9.    Governmental Regulation.....................................28
         10.10.   Certain Fees................................................28
         10.11.   Disclosure..................................................28
         10.12.   Facilities..................................................29
         10.13.   Licenses, Permits and Authorizations........................29
         10.14.   Hazardous Materials.........................................29
         10.15.   Offering of Securities......................................29
         10.16.   ERISA.......................................................29
         10.17.   Patents, Etc................................................30
         10.18.   Regulation U, Etc...........................................30
         10.19.   Warehouse and Securitization Subsidiaries...................30
11.      REPRESENTATIONS OF THE PURCHASERS....................................31
12.      DEFINITIONS..........................................................31
         12.1.    Definitions.................................................31
         12.2.    Accounting Terms............................................43
13.      JUDICIAL PROCEEDINGS.................................................43
         13.1.    Consent to Jurisdiction.....................................43
         13.2.    Enforcement of Judgments....................................43
         13.3.    Waiver of Jury Trial........................................44
         13.4.    No Limitation on Service or Suit............................44
         13.5.    Limitation of Liability.....................................44
14.      MISCELLANEOUS........................................................45
         14.1.    Payments....................................................45
         14.2.    Expenses; Indemnification...................................45
         14.3.    Amendments; Waivers.........................................46
         14.4.    Form, Registration, Transfer and Exchange of
                        Series A Senior Notes; Lost Series A Senior Notes.....47
         14.5.    Rule 144A Mechanics.........................................48
         14.6.    Persons Deemed Owners; Participants; Identity of Holders....48
         14.7.    Solicitation; Payment.......................................48
         14.8.    Survival of Representations and Warranties;
                        Entire Agreement......................................49
         14.9.    Successors and Assigns......................................49
         14.10.   Disclosure to Other Persons.................................49
         14.11.   Notices.....................................................50
         14.12.   Descriptive Headings........................................50
         14.13.   Satisfaction Requirement....................................50
         14.14.   Independence of Covenants...................................50
         14.15.   Severability................................................50
         14.16.   Governing Law...............................................51
         14.17.   Counterparts................................................51



<PAGE>
                             NOTE PURCHASE AGREEMENT

     This  NOTE  PURCHASE  AGREEMENT  (as  amended,  supplemented  or  otherwise
modified from time to time, this "Agreement")  dated May 1, 2002, is among UNION
ACCEPTANCE  CORPORATION,   an  Indiana  corporation  (the  "Company"),  and  the
institutions  executing this Agreement as NOTE PURCHASERS on the signature pages
hereof (such  institutions  in their  capacity as  purchasers of Senior Notes as
more fully set forth in this Agreement, the "Purchasers").

     WHEREAS, in order to refinance certain existing Debt and to finance working
capital  requirements  of the  Company,  the  Company  desires to issue and sell
certain senior promissory notes; and

     WHEREAS, the Purchasers desire to purchase such senior promissory notes, in
such amounts as are set forth on the Purchaser  Schedule attached hereto, on the
terms and conditions  more fully set forth herein and in such senior  promissory
notes;

     NOW, THEREFORE,  in consideration of the mutual terms, conditions and other
agreements set forth herein, the parties hereto agree as follows:

1.   DEFINED TERMS

     Certain  capitalized terms used in this Agreement are defined in Section 12
hereof.

2. DESCRIPTION OF SERIES A SENIOR NOTES

     The Company  will  authorize  the  issuance  and sale of its 12.00%  senior
promissory  notes due  April 30,  2007 in  substantially  the form of  Exhibit A
hereto  (such  notes,  together  with any notes that may be issued  hereunder in
substitution or exchange  therefor,  are collectively  referred to herein as the
"Series A Senior Notes" and each such note is individually referred to herein as
a  "Series  A Senior  Note"),  in the  original  aggregate  principal  amount of
$11,000,000, bearing interest (computed on the basis of a 360-day year of twelve
30-day  months)  from the date of  issuance  at the rate of  12.00%  per  annum,
payable in arrears quarterly on the first day of each July, October, January and
April  beginning on July 1, 2002 and at maturity.  The Series A Senior Notes are
not subject to  prepayment  or  redemption at the option of the Company prior to
their  stated  maturity  dates except on the terms and  conditions  and with the
premium, if any, set forth in Section 6. Principal and premium in respect of the
Series A Senior  Notes not paid when due  (whether at  maturity,  by optional or
mandatory  prepayment,  upon acceleration,  pursuant to a permitted demand, upon
commencement  of  bankruptcy  or insolvency  proceedings  or otherwise)  and any
overdue  installment  of interest  shall bear  interest,  to the fullest  extent
permitted  by law,  during  any  period  from the date an Event of  Default  has
occurred until the date every Event of Default has been cured, waived in writing
or the  Series A Senior  Notes  and all other  amounts  due and  payable  to the
Holders under this Agreement have been paid in full in accordance with the terms
Series A Senior Notes and this Agreement,  at the rate otherwise applicable plus
3% per annum (but in no event at a rate  higher  than  permitted  by  applicable
law).

3. PURCHASE AND SALE OF SERIES A SENIOR NOTES

     Subject to the terms and  conditions  set forth herein,  the Company hereby
agrees to sell to each of the  Purchasers  of the Series A Senior Notes and each
such Purchaser,  severally and not jointly,  agrees to purchase from the Company
the Series A Senior Notes as designated on the Purchaser  Schedule,  in the form
of one or more Series A Senior Notes  registered  in the name of such  Purchaser
(or that of its nominee,  as such Purchaser  shall  request),  in such principal
amount and in such denomination as is set forth on the Purchaser  Schedule for a
purchase price equal to 100% of the principal amount thereof.

4. CLOSING OF SALES OF SERIES A SENIOR NOTES

     The  purchase and delivery of the Series A Senior Notes shall take place at
a closing (the "Closing") at the offices of Barnes & Thornburg in  Indianapolis,
Indiana (or at such other location as the Company and the Purchasers may agree),
on May 1, 2002 or at such  other  time as the  Purchasers  and the  Company  may
agree,  but in no event  later  than May 5, 2002 (the  date of such  Closing  is
referred to herein as the "Closing Date"). The Company shall give each Purchaser
of the Series A Senior  Notes at least 3 Business  Days'  notice of any proposed
change in the time of the Closing.  At such  Closing,  the Company shall deliver
the Series A Senior Notes to be purchased by each Purchaser,  against payment to
the Company by such  Purchaser  of the  purchase  price  therefor by transfer of
immediately available funds to such account as the Company shall have designated
to each  Purchaser  in writing at least two  Business  Days prior to the Closing
Date. If, at the Closing,  the Company shall fail to tender to the Purchasers of
the Series A Senior  Notes any of the Series A Senior  Notes to be  purchased by
them as provided above in this Section 4, or any of the conditions  specified in
Section 5 shall  not have been  satisfied  or waived by such  Purchasers  of the
Series A Senior Notes, each Purchaser of the Series A Senior Notes shall, at its
election,  be relieved of any further obligations under this Agreement,  without
thereby  waiving  any  rights  it may have by  reason  of such  failure  or such
non-fulfillment.

5. CONDITIONS TO CLOSING

     The  obligation of each  Purchaser of Series A Senior Notes to purchase and
pay for the Series A Senior  Notes to be  purchased by it on the Closing Date is
subject to the satisfaction of the following conditions precedent which shall be
satisfied on or before the Closing Date, unless provided otherwise:

     5.1.  Compliance With Securities  Laws. The offering,  issuance and sale of
the Series A Senior Notes under this Agreement  shall be in compliance  with all
applicable  requirements  of federal  and state  securities  laws on the Closing
Date.

     5.2.  Purchase  Permitted By Applicable Laws; Legal  Investment.  As of the
Closing  Date,  the  purchase of and payment for the Series A Senior Notes to be
purchased  hereunder  by  each  Purchaser  shall  (i) not be  prohibited  by any
applicable  law  or  governmental   rule  or  regulation   (including,   without
limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board
of Governors of the Federal Reserve  System),  (ii) not subject any Purchaser to
any tax, penalty, liability, or other onerous condition under or pursuant to any
applicable  law or  governmental  rule  or  regulation,  and  (iii)  be a  legal
investment  for  each  Purchaser  under  all  laws and  governmental  rules  and
regulations  applicable to such Purchaser  (including those relating to eligible
investments without giving effect to any "basket" provisions  thereof),  and the
Purchasers  shall have  received  such evidence as they may request to establish
compliance with this condition.

     5.3.  No  Adverse  Legislation,  Action or  Decision.  On or after the date
hereof,  no  legislation,  order,  rule,  ruling or  regulation  shall have been
enacted or made by or on behalf of any governmental  body,  department or agency
of the  United  States,  nor shall any  legislation  have  been  introduced  and
favorably  reported for passage to either House of Congress by any  committee of
either such House to which such legislation has been referred for consideration,
nor shall any decision of any court of competent  jurisdiction within the United
States have been rendered  that, in the  reasonable  judgment of any  Purchaser,
would  materially  and  adversely  affect  the  Series  A  Senior  Notes  as  an
investment.   As  of  the  Closing  Date,  there  shall  be  no  action,   suit,
investigation or proceeding pending,  or, to the best of the Purchasers' and the
Company's  knowledge,  threatened,  against or affecting  the  Purchasers or the
Company,  any of  their  respective  properties  or  rights,  or  any  of  their
respective  Affiliates,  associates,  officers or  directors,  before any court,
arbitrator or  administrative  or governmental body which (i) seeks to restrain,
enjoin,  or prevent the consummation of, or otherwise  affect,  the transactions
contemplated  hereby,  or (ii)  questions  the  validity or legality of any such
transactions or seeks to recover damages or to obtain other relief in connection
with any such transactions and, to the best of the Purchasers' and the Company's
knowledge,  there shall be no valid  basis for any such  action,  proceeding  or
investigation.

     5.4.  Approvals  and  Consents.  The Company  shall have duly  received all
authorizations,   consents,  approvals,   licenses,   franchises,   permits  and
certificates,  if  any,  by or of all  federal,  state  and  local  governmental
authorities  necessary for the issuance and sale of the Series A Senior Notes on
the Closing Date,  all of which shall be in full force and effect on the Closing
Date,  and shall have  delivered to each  Purchaser  purchasing  Series A Senior
Notes on the Closing Date certified copies thereof.

     5.5. Corporate Proceedings.  All corporate proceedings taken by all Persons
other than the  Purchasers  in  connection  with the  transactions  contemplated
hereby shall have been consummated (or shall be consummated  simultaneously with
the issuance of the Series A Senior  Notes),  and all documents  and  agreements
incidental thereto shall be reasonably satisfactory in form and substance to the
Purchasers  and their  counsel,  and the Purchasers and their counsel shall have
received  all such  counterpart  originals  or certified or other copies of such
documents as they may reasonably request.

     5.6.  Representations and Warranties;  No Default.  The representations and
warranties  of the Company  contained  in this  Agreement  and each other Credit
Document  shall be true  when made and on the  Closing  Date (as if made on such
date), the Company shall have performed such obligations hereunder and under the
other  Credit  Documents  as it is  required to perform on or before the Closing
Date and there shall exist on the Closing Date, prior to and after giving effect
to the  transactions  contemplated  to occur on such Closing Date  hereunder and
under the other Credit Documents, no Default or Event of Default.

     5.7. Payment of Fee On the Closing Date, the Company will pay a fee to each
of the  Purchasers as specified in the fee letter between the Purchasers and the
Company.

     5.8.  Series A Senior Notes and Other Credit  Documents;  Other  Documents,
Agreements and Instruments.  On or before the Closing Date, each Purchaser shall
have  received  originals  (or, if acceptable  to such  Purchaser,  copies) duly
executed by each Person  identified  therein as a party thereto (where relevant)
of the  following  documents,  each in form and  substance  satisfactory  in all
respects to such Purchaser:

          (i)  the Series A Senior Notes;

          (ii) copies of the bylaws of the Company,  certified as of the Closing
               Date  by  such  entity's  corporate  secretary  or  an  assistant
               secretary;

          (iii)certified   copies  of  the  Articles  of  Incorporation  of  the
               Company,  together  with a  certificate  of  existence  from  the
               Indiana  Secretary  of  State  dated a recent  date  prior to the
               Closing Date;

          (iv) copies of  resolutions  of the board of  directors of the Company
               approving and authorizing the execution, delivery and performance
               by  the  Company  of  each  Credit  Document  and  approving  and
               authorizing  the  transactions  contemplated  hereby and thereby,
               certified as of the Closing Date by the corporate secretary or an
               assistant  secretary  of the  Company  as being in full force and
               effect without modification or amendment;

          (v)  signature  and  incumbency  certificates  of the  officers of the
               Company;

          (vi) written wire transfer instructions satisfactory to the Purchasers
               relating to the  disbursement  of the proceeds of the sale of the
               Series A Senior Notes;

          (vii)a solvency certificate  substantially in the form of Exhibit B in
               favor of the Purchasers dated as of the Closing Date;

          (viii) an Officer's  Certificate from the Company  certifying that (a)
               the  representations  and warranties of the Company  contained in
               this Agreement and each other Credit  Document are true,  correct
               and complete in all Material respects on the Closing Date, (b) no
               Default or Event of Default  exists on the  Closing  Date or will
               exist after giving  effect to the  transactions  contemplated  to
               occur on the Closing  Date,  hereunder and under the other Credit
               Documents,  and (c) all conditions  precedent listed in Section 5
               of this Agreement (other than under Section 5.2(iii),  which each
               Purchaser  shall  determine  for itself) have been  fulfilled and
               satisfied  and  all  agreements,   documents,   certificates  and
               opinions shall have been delivered  pursuant to Section 5, all on
               or before or as of the purchase of the Series A Senior Notes,  in
               accordance with Section 5;

          (ix) the results of such UCC  searches  with respect to the Company as
               the Purchasers may reasonably request;

          (x)  certificates   evidencing  the  insurance   required  by  Section
               7.4(ii); and

          (xi) such other evidence, documents, agreements, opinions, consents or
               certificates as any Purchaser may reasonably request.

     5.9. Opinions of Counsel.  Each Purchaser shall have received from Barnes &
Thornburg,  counsel to the Company, and David M. Hecht, Esquire,  counsel to RDV
Auto,   LLC,   favorable  legal  opinion   letters,   dated  the  Closing  Date,
substantially in the forms of Exhibit C and D,  respectively,  and covering such
other matters incident to the transactions contemplated hereby as the Purchasers
may reasonably  request and otherwise  satisfactory in form and substance to the
Purchasers.

     5.10.  Payment  of Costs and  Expenses.  The  Company  shall  have paid any
reasonable fees and expenses  incurred by the  Purchasers,  to and including the
Closing  Date,  in  connection  with the  transactions  contemplated  hereby  as
provided in Section 14.2(i).

     5.11. Purchases of Series A Senior Notes. At the Closing, the Company shall
have issued and sold to each Purchaser,  and each Purchaser shall have purchased
from the  Company,  the Series A Senior Notes to be issued and sold to each such
Purchaser in accordance with the provisions hereof on such date.

     5.12. No Material Adverse Change.  Since December 31, 2001 there shall have
been  no  material  adverse  change  in  the  financial  condition,   liquidity,
operations,  assets,  prospects or business of the Company and its Subsidiaries,
taken  as a whole,  in the  judgment  of the  Purchasers,  other  than as may be
disclosed in writing by the Company to the Purchasers prior to the Closing Date.

6. OPTIONAL AND MANDATORY PREPAYMENTS.

     6.1. Optional Prepayments. The Company may prepay the Series A Senior Notes
at any time in whole or ratably in part, at a price (the "Make-Whole  Prepayment
Price") equal to 100% of the principal  amount being so prepaid plus (i) accrued
and unpaid  interest on such amount to and including the date of prepayment  and
all other amounts due and payable to the Holders under this Agreement,  and (ii)
the  Prepayment  Premium,  if any,  with respect to the Series A Senior Notes so
prepaid;  provided,  however,  that any such  prepayment (a) may be made only in
accordance  with the  provisions of Sections 6.3 and 6.4, and (b) shall,  in the
event  less than all of the  Series A Senior  Notes are being  prepaid,  be in a
principal amount of not less than $1,000,000. Any partial prepayment of Series A
Senior  Notes  pursuant to this  Section  6.1 shall be applied in the  following
order (i) all fees,  expenses  and other  amounts due and payable to the Holders
under this Agreement,  (ii) accrued and unpaid interest and (iii) the Prepayment
Premium and the amount of principal so repaid.

     6.2.  Mandatory  Prepayments.  The Company shall prepay the Series A Senior
Notes in the  following  circumstance:  until the Series A Senior Notes shall be
paid in full,  the Company shall prepay the then  outstanding  principal of each
Series A Senior Note,  following a Change of Control  (unless  prior  consent is
obtained from the Required Holders),  together with the Prepayment Premium,  all
accrued and unpaid interest thereon to and including the date of such prepayment
and all other amounts due and payable to the Holders under this Agreement.  Such
mandatory  prepayment  shall be made (i) on the date of the Change of Control in
the  event  of a  Change  of  Control  proposed  or  solicited  by or  with  the
acquiescence of the Board of Directors and/or management of the Company, or (ii)
within thirty (30) days after the occurrence of a Change of Control in any other
circumstance.

     6.3.  Notice of  Prepayments.  The Company  shall give each Holder  written
notice of each optional  prepayment of Series A Senior Notes pursuant to Section
6.1 not less than 30 days nor more than 60 days  prior to the  Settlement  Date,
which  notice shall (i) specify the  Settlement  Date (which shall be a Business
Day), (ii) state the aggregate  principal amount of the Series A Senior Notes to
be prepaid on such date and the amount of accrued and unpaid interest thereon to
and including such date, and (iii) set forth in reasonable  detail  calculations
specifying the Make-Whole Prepayment Price (including the Prepayment Premium, if
any) that would  apply to the Series A Senior  Notes if the date of such  notice
were the Settlement  Date. Upon the giving of any such prepayment  notice,  such
principal  amount,  together  with  accrued and unpaid  interest  thereon to and
including the Settlement Date plus the Prepayment  Premium, if any, with respect
thereto, shall become due and payable on such Settlement Date.

     6.4. Partial Prepayments Pro Rata. No optional partial prepayment of Series
A Senior  Notes may be made  unless,  in the case of each such  prepayment,  the
aggregate  principal  amount of such  prepayment is allocated  ratably among all
Series A Senior Notes then  outstanding in proportion to the  respective  unpaid
principal amount of each such Series A Senior Note.

     6.5. Acquisition of Series A Senior Notes. The Company shall not, and shall
not permit any of its  Affiliates  to,  purchase,  prepay,  redeem or  otherwise
acquire any Series A Senior Note from any Holder,  except  pursuant to a payment
or prepayment  in  accordance  with the specific  terms of this  Agreement.  Any
Series A Senior Note purchased, redeemed or otherwise acquired by the Company or
any of its Subsidiaries shall immediately be retired and discharged, and may not
be reissued.

7. AFFIRMATIVE COVENANTS

     The Company  covenants and agrees that, until payment in full of all of the
Series A Senior Notes and all other  amounts  payable under this  Agreement,  it
shall perform all covenants in this Section 7.

     7.1.  Accounting  Systems;  Financial  Statements  and Other  Reports.  The
Company shall, and shall cause each of its Subsidiaries to, maintain a system of
accounting  established  and  administered  in  accordance  with sound  business
practices and any applicable laws to permit preparation of financial  statements
in  conformity  with GAAP.  The Company  shall deliver to each Holder (by e-mail
delivery at a Holder's request):

          (i)  Quarterly Financial  Statements As soon as practicable and in any
               event within 50 days after the end of each Fiscal  Quarter ending
               after the date hereof  (other  than the last Fiscal  Quarter of a
               Fiscal Year)  consolidated  balance sheets of the Company and its
               Subsidiaries as at the end of such Fiscal Quarter and the related
               consolidated  statement of income,  shareholders' equity and cash
               flows of the Company and its Subsidiaries for such Fiscal Quarter
               and for the period from the beginning of the then current  Fiscal
               Year to the end of such Fiscal  Quarter,  setting forth,  in each
               case  in  comparative  form,  the  consolidated  figures  for the
               corresponding  periods  of  the  previous  Fiscal  Year,  all  in
               reasonable detail and certified by the Chief Financial Officer or
               Chief  Accounting  Officer of the Company as true and correct and
               fairly presenting the financial  condition of the Company and its
               Subsidiaries  as at the dates  indicated and the results of their
               operations  for  the  periods   indicated,   subject  to  changes
               resulting from audit and normal year-end adjustments.

          (ii) Annual  Financial  Statements As soon as  practicable  and in any
               event  within 95 days after the end of each  Fiscal  Year  ending
               after the date hereof, consolidated balance sheets of the Company
               and its  Subsidiaries  as at the end of such  Fiscal Year and the
               related consolidated  statements of income,  shareholders' equity
               and  cash  flows of the  Company  and its  Subsidiaries  for such
               Fiscal Year, setting forth, in each case in comparative form, the
               consolidated  figures  for  the  previous  Fiscal  Year,  all  in
               reasonable detail and accompanied by a report thereon of Deloitte
               & Touche LLP or any other independent certified public accounting
               firm of  recognized  national  standing,  which  report  shall be
               unqualified  as to scope of audit and shall not make reference to
               uncertainties  related to the Company's  ability to continue as a
               going  concern and shall state that such  consolidated  financial
               statements  present fairly in all material respects the financial
               position  of the  Company  and its  Subsidiaries  as at the dates
               indicated  and the  results  of their  operations  and their cash
               flows for the periods  indicated in conformity  with GAAP applied
               on a basis  consistent  with prior  years  (except  as  otherwise
               stated therein) and that the  examination by such  accountants in
               connection with such consolidated  financial  statements has been
               made in accordance with generally accepted auditing standards.

          (iii)Officer's  Certificate.  Together with each delivery of financial
               statements  of the  Company  and  its  Subsidiaries  pursuant  to
               Sections  7.1(i) and (ii),  an  Officer's  Certificate  in a form
               satisfactory  to  the  Required  Holders  (a)  stating  that  the
               Executive Officer signing such Officer's Certificate has reviewed
               the terms of this Agreement and the Series A Senior Notes and has
               made, or caused to be made under his or her supervision, a review
               in  reasonable  detail of the  transactions  and condition of the
               Company and its Subsidiaries during the accounting period covered
               by such  financial  statements,  and  that  such  review  has not
               disclosed the existence,  during or at the end of such accounting
               period,  and that such  officer  does not have  knowledge  of the
               existence as at the date of such  Officer's  Certificate,  of any
               condition  or event  that  constitutes  a Default  or an Event of
               Default,  or, if any such  condition or event  existed or exists,
               specifying  the nature and period of  existence  thereof and what
               action the Company has taken, is taking and proposes to take with
               respect thereto; (b) setting forth the aggregate principal amount
               of the Series A Senior Notes  outstanding  as of the date of such
               Officer's Certificate; and (c) demonstrating in reasonable detail
               the  calculation of all financial tests required to be met by the
               Company in this Agreement and certifying the Company's compliance
               during  and at  the  end  of  such  accounting  period  with  the
               covenants contained in Sections 8.1, 8.2, 8.3, 8.4, 8.5 and 8.6.

          (iv) Auditors'  Review.  Together with each  delivery of  consolidated
               financial statements of the Company and its Subsidiaries pursuant
               to Section 7.1(ii), a written statement by the independent public
               accountants  giving  the  report  thereon  stating  (a) that such
               accountants  have read  this  Agreement  (including  the forms of
               Series A Senior Notes attached as exhibits  hereto) as it relates
               to accounting  matters,  (b) whether,  in  connection  with their
               audit  examination,  any  condition or event that  constitutes  a
               Default or an Event of Default has come to their  attention,  and
               if  such a  condition  or  event  has  come to  their  attention,
               specifying  the nature and period of existence  thereof,  and (c)
               that based on their audit  examination  nothing has come to their
               attention  that  causes  them to  believe  that  the  information
               contained  in the  Officer's  Certificate  delivered  pursuant to
               Section 7.1(iii) is not correct in all Material  respects or that
               the  information  required  by clause (c) of Section  7.1(iii) as
               stated in the Officer's Certificate delivered pursuant to Section
               7.1(iii)  for  the  applicable  Fiscal  Year  is  not  stated  in
               accordance with the terms of this Agreement.

          (v)  Reports to Shareholders  and Commission;  Press Releases.  Within
               ten (10) Business Days of their becoming available, copies of (a)
               all financial statements,  reports,  notices and proxy statements
               sent or made available by the Company to its  shareholders  or by
               any Subsidiary of the Company to its shareholders (other than the
               Company or another  Subsidiary of the  Company),  (b) all regular
               periodic   reports   and   all   registration    statements   and
               prospectuses,  if  any,  filed  by the  Company,  any  Restricted
               Subsidiary  or any  other  Subsidiary  of the  Company  with  any
               securities  exchange  or with the  Commission,  but if filed by a
               Subsidiary,  only if requested by any Holder, and for purposes of
               this Section 7.1(v) the same shall be provided to such Holder, in
               any  event,  by the 5th day after the  filing  thereof  with such
               exchange  or  Commission,  and (c) all press  releases  and other
               statements   made  available  by  the  Company,   any  Restricted
               Subsidiary  or any other  Subsidiary of the Company to the public
               concerning  Material  developments in the business of the Company
               and its Subsidiaries.

          (vi) Events of Default,  Etc. Promptly but in no event later than five
               (5) Business Days after any Executive  Officer obtains  knowledge
               (a) of any  condition or event that  constitutes  a Default or an
               Event of  Default,  (b) that any  Holder  has given any notice or
               taken any other action with respect to a claimed Default or Event
               of  Default,  (c) that any  Person  has given  any  notice to the
               Company, any Restricted Subsidiary or any other Subsidiary of the
               Company  or taken  any other  action  with  respect  to a claimed
               default or event or condition of the type  referred to in Section
               9.1(ii) or 9.1(vi), (d) of any event or condition that would give
               rise or could  reasonably  be expected to give rise to a Material
               Adverse  Effect or (e) of any  default or any event of default or
               termination  or  suspension  of or reduction in  availability  of
               funding  (other  than as a result  of  normal  full  utilization,
               reduction   prescribed  by  a  facility's   terms,  or  voluntary
               reduction  (other than  voluntary  reduction  at the request of a
               lender) of committed  amounts  available) in connection  with any
               Warehouse Facility,  Senior Secured Facility or of any default or
               event of default or breach in connection with any  Securitization
               or any other contractual  obligation of the Company or any of its
               Subsidiaries  the  subject,  terms or  conditions  of  which  are
               Material to the  business or  financial  condition of the Company
               and its Subsidiaries  taken as a whole, an Officer's  Certificate
               specifying, as applicable,  the nature and period of existence of
               any such  condition or event,  the notice given (and  providing a
               copy  thereof),  action  taken  and the  nature  of such  claimed
               default,  event of default,  Default,  Event of  Default,  event,
               breach or  condition,  and what action the Company has taken,  is
               taking and proposes to take with respect thereto.

          (vii)Litigation,   Governmental   Investigations.   Within   five  (5)
               Business Days after any Executive  Officer  obtains  knowledge of
               (a) the  institution,  or  non-frivolous  threat,  of any action,
               suit,  proceeding,   governmental  investigation  or  arbitration
               against or affecting the Company,  any  Restricted  Subsidiary or
               any other Subsidiary of the Company, (b) any material development
               in any such action, suit, proceeding,  governmental investigation
               or  arbitration,  that, in the case of either (a) or (b), has not
               previously  been  disclosed by the Company to the Holders and (1)
               if  adversely  determined,  would  have or  could  reasonably  be
               expected to have a Material Adverse Effect or (2) seeks to enjoin
               or  otherwise  prevent  the  consummation  of, or to recover  any
               damages or obtain  relief as a result  of,  this  Agreement,  the
               Series  A  Senior  Notes,  any  other  Credit  Document,  or  any
               transaction contemplated by any of the foregoing,  notice thereof
               and such other  information as may be reasonably  available to it
               to enable the Holders and their counsel to evaluate such matters,
               or (c)  written  notice  of any  and  all  material  enforcement,
               material cleanup,  material removal,  reportable release or other
               governmental  or regulatory  action,  threatened,  or instituted,
               completed,  or planned,  pursuant to any Environmental  Laws, and
               any claims  made by any third  party  against  the  Company,  any
               Restricted Subsidiary or any other Subsidiary of the Company with
               respect to any property owned or leased by any of them,  relating
               to  material  damage,   material  contribution,   material  cost,
               material  recovery,  material  compensation,   material  loss  or
               material injury resulting from any Hazardous Material.

          (viii) ERISA.  Promptly  (and in any event  within 30 days)  after the
               Company or any of its  Subsidiaries  or any ERISA Affiliate knows
               or has reason to know that a Reportable Event with respect to any
               Pension  Plan has  occurred,  that any Pension  Plan is or may be
               terminated,  that  any  Multiemployer  Plan  may  be  terminated,
               reorganized,  partitioned or declared insolvent under Title IV of
               ERISA or that the Company or any of its Subsidiaries or any ERISA
               Affiliate  will or may incur any  liability to or on account of a
               Pension Plan under Section 4062, 4063 or 4064, or a Multiemployer
               Plan under Section 4201 or 4204 of ERISA,  a  certificate  of the
               chief financial  officer of the Company setting forth information
               as to such occurrence and what action,  if any, the Company,  any
               of its  Subsidiaries  or  any  ERISA  Affiliate  is  required  or
               proposes to take with respect thereto,  together with any notices
               concerning such occurrences which are (a) required to be filed by
               the Company,  any of its  Subsidiaries  or any ERISA Affiliate or
               the plan  administrator of any such Pension Plan with the PBGC or
               any other government  agency or (b) received by the Company,  any
               of  its  Subsidiaries  or  any  ERISA  Affiliate  from  any  plan
               administrator of a Multiemployer  Plan. Any notice required to be
               delivered in connection  with ERISA  hereunder shall be delivered
               hereunder  no later than 10 days after the later of the date such
               report or notice is filed with the  Internal  Revenue  Service or
               the PBGC and the date such  report or notice is  received  by the
               Company,  any of its Subsidiaries or any ERISA Affiliate,  as the
               case may be.

          (ix) Taxes,  Etc.  Within five (5) Business  Days after the receipt or
               delivery  thereof,  complete  copies of all material  notices and
               communications  to or from  any of the  Company,  any  Restricted
               Subsidiary or any other Subsidiary of the Company with respect to
               any material deficiency, nonpayment, late payment, audit, contest
               or inquiry regarding any income taxes, other taxes,  assessments,
               fees or other governmental  charges upon any of the Company,  any
               Restricted Subsidiary or any other Subsidiary of the Company.

          (x)  Notice.  Within five (5) Business  Days after the issuance of any
               Subordinated  Debt, the Company shall give notice to each Holder,
               which notice shall  contain the name and address of the purchaser
               of Subordinated Debt.

          (xi) Other  Information.   With  reasonable  promptness,   such  other
               information and data with respect to the Company,  any Restricted
               Subsidiary  or any  other  Subsidiary  of the  Company  and their
               respective Properties, assets and businesses as may be reasonably
               requested from time to time by any Holder.

     7.2. Corporate Existence;  Maintenance of Properties. The Company covenants
that it (a) will do or cause to be done all things  necessary  to  preserve  and
keep in full force and effect the corporate existence,  rights and franchises of
the Company and its  Subsidiaries  (except as specifically  permitted by Section
8.5 hereof and except that the  corporate  existence of any of its  Subsidiaries
may be  terminated if such  termination  is, in the judgment of the Board of the
Directors  of the  Company,  in the best  interest of the  Company,  and, in any
event,  is not materially  disadvantageous  to the Holders),  (b) will cause its
properties and the properties of its Subsidiaries  used or useful in the conduct
of its business,  other than properties  which in the aggregate are not Material
to the business and operations of the Company and its  Subsidiaries,  taken as a
whole,  to be maintained  and kept in good  condition,  repair and working order
(ordinary  wear  and tear  excepted)  and  will  cause to be made all  necessary
repairs, renewals, replacements, betterments and improvements thereto, all as in
the best judgment of the Company may be necessary so that the  operations of the
Company and its Subsidiaries may be properly and advantageously  conducted,  and
(c) will,  and will  cause  each of its  Subsidiaries  to,  qualify  and  remain
qualified  to  conduct  business  in each  jurisdiction  where the nature of the
business of or ownership of Property by the Company or such  Subsidiary,  as the
case may be, may require such  qualification,  except where the failure to be so
qualified would not, and could not, have a Material Adverse Effect.

     7.3.  Payment Of Taxes And Claims.  The Company shall, and shall cause each
Restricted  Subsidiary  and each other  Subsidiary  of the  Company to, duly and
timely file all tax returns and reports  required to be filed and pay all taxes,
assessments  and other  governmental  charges  imposed  upon such  entity or any
Property of such  entity or in respect of any  franchises,  business,  income or
Property of the Company,  any Restricted  Subsidiary or any other  Subsidiary of
the Company before any penalty or interest in a material amount accrues thereon,
and pay all claims (including,  without limitation,  claims for labor, services,
materials and supplies) for sums material in the aggregate  that have become due
and  payable  and  that  by law  have  or may  become  a Lien  upon  any of such
Properties,  prior to the time when any penalty or fine shall be  incurred  with
respect thereto unless, in each case, (i) no Property (other than money for such
charge or claim and the  interest or penalty  accruing  thereon) of the Company,
any Restricted Subsidiary or any other Subsidiary of the Company is in danger of
being lost or forfeited as a result thereof,  (ii) such charge or claim is being
contested  in good faith by  appropriate  proceedings  promptly  instituted  and
diligently conducted,  and (iii) such reserve or other appropriate provision, if
any, as shall be required in conformity with GAAP shall have been made therefor.

     7.4. Conduct of Business; Insurance.

          (i)  Conduct of Business. The Company, its Restricted Subsidiaries and
               its Securitization  Subsidiaries,  on a consolidated basis, shall
               operate in the consumer financing business and principally in the
               business  of  purchasing,   brokering  and  marketing,   pooling,
               selling,  securitizing  and servicing Auto  Receivables and other
               related  products  or services  relating  to consumer  receivable
               financing.

          (ii) Insurance.  The Company and each Restricted  Subsidiary shall, at
               all  times  and at its  own  expense,  maintain  or  cause  to be
               maintained  in full force and effect with  financially  sound and
               reputable  insurers  (a) property and  liability  insurance  with
               respect  to all of their  Material  Property,  and (b) such other
               property and liability insurance as to its Property and business,
               and the Property and business of each Subsidiary, against loss or
               damage (including commercial general liability insurance) of such
               types,  against  such  risks,  in  such  amounts  and  with  such
               deductibles  as  are  customarily   carried  by  corporations  of
               established  reputation engaged in the same or similar businesses
               and similarly situated.

     7.5. Books and Records;  Inspection of Property. The Company will keep, and
will cause each of its Subsidiaries to keep,  proper books of record and account
in conformity with GAAP in which true and complete  entries shall be made of all
dealings  and  transactions  in relation to its  business  and  activities.  The
Company covenants that it will (i) deliver with reasonable promptness, financial
and/or  operating  data as any Holder may  reasonably  request,  (ii) permit any
Person  representing  any  Significant  Holder and designated in writing by such
Holder,  at such Holder's expense (but at the Company's expense when any Default
or Event of Default is continuing),  to visit and inspect any of the Property of
the  Company  and its  Subsidiaries,  to examine the  corporate,  financial  and
operating  records of the Company and its Subsidiaries and make notes and copies
thereof,  and (iii)  discuss the  affairs,  finances  and accounts of any of the
Company  and its  Subsidiaries  with the  directors,  officers  and  independent
accountants of the Company and its  Subsidiaries,  all at such reasonable  times
and as often as any Holder may reasonably request.

     7.6.  Compliance  With Laws,  Etc. The Company will comply,  and will cause
each of its Subsidiaries to comply, with all applicable laws (including all laws
applicable to its consumer finance business),  rules, regulations and orders and
obtain and maintain in good  standing all licenses,  permits and approvals  from
any and all governments,  governmental commissions, board or agencies thereof or
of  jurisdictions  in which it or any of its  Subsidiaries  carries on  business
required in respect of the business  and  operations  of the Company  except for
those laws, rules,  regulations,  orders, licenses,  permits and approvals which
the  failure to comply  with or to  maintain  would not have a Material  Adverse
Effect.

     7.7. Satisfaction of Obligations. Without limiting Section 7.3, the Company
shall, and shall cause its Subsidiaries to, pay,  discharge or otherwise satisfy
and  perform as and when due,  and at or before  maturity  or before they become
delinquent,  as the case may be, all of their respective obligations of whatever
nature  (including  without  limitation  to  perform  all  of  their  respective
servicing  obligations  as servicer and other  obligations  in  connection  with
Securitizations); except when, in the case of payment obligations, the amount or
validity  thereof is  currently  being  contested  in good faith by  appropriate
proceedings  and  reserves  required  by GAAP  with  respect  thereto  have been
provided on the books of the Company or its Subsidiaries, as the case may be, or
except where the failure to pay, discharge or otherwise satisfy such obligations
would not have a Material Adverse Effect.

     7.8.  Hazardous  Materials.   In  addition  to  and  without  limiting  the
generality  of Section  7.8,  the  Company  shall,  and shall  cause each of its
Subsidiaries  to,  keep and  maintain  all  property  owned or leased by them in
compliance  with all,  and shall not cause or permit any such  property to be in
violation of any,  Environmental Laws and/or other federal, state or local laws,
statutes, rules, decrees, orders, guidelines, ordinances or regulations relating
to  industrial  hygiene or the  environment,  except for any  non-compliance  or
violations that, individually or in the aggregate,  would not have and could not
reasonably be expected to have a Material Adverse Effect.

     7.9.  Proceeds of  Financing.  The proceeds of the issuance of the Series A
Senior Notes  hereunder  shall be used to refinance  certain Debt of the Company
and to acquire consumer finance  receivables and for general corporate  purposes
of the Company and its Subsidiaries.

     7.10.  Ranking.  The Company covenants that the Series A Senior Notes shall
at all times rank at least pari passu in right of payment  with all existing and
future Senior Debt,  except to the extent secured by a Permitted  Lien, and will
at all times rank senior to all Subordinated Debt of the Company.

8. NEGATIVE COVENANTS.

     The Company  covenants and agrees that, until payment in full of all of the
outstanding  Series A Senior  Notes and all other  amounts  payable  under  this
Agreement, it shall perform all covenants in this Section 8.

     8.1. Debt Incurrence, Financial Maintenance Tests.

          (i)  The Company shall not, and shall not permit any of its Restricted
               Subsidiaries to, directly or indirectly,  create,  assume, incur,
               guarantee or otherwise  become directly or indirectly  liable (by
               merger or  otherwise)  with  respect to any Senior  Debt,  unless
               after giving effect to any such Debt (a) the ratio of Senior Debt
               to Managed  Assets  does not exceed  5.5% from the  Closing  Date
               through  August  31,  2002,  5% from  September  1, 2002  through
               December  31,  2002,  and 4.5% from  January 1, 2003  through the
               Maturity Date and (b) the Interest  Coverage Ratio  (substituting
               on a proforma  basis for interest on any Senior Debt retired with
               the proceeds of such new Senior Debt with the interest that would
               have been paid on such new  Senior  Debt had it been  issued  and
               outstanding  during  such  period) for the  previous  four Fiscal
               Quarters would be greater than 1.25 to 1.

          (ii) The Company shall not permit the ratio of  Consolidated  Tangible
               Net Worth to Managed  Assets at the end of any Fiscal  Quarter to
               be less than 4.80%.

     8.2.  Liens.  (a) The  Company  shall not,  and shall not permit any of its
Restricted  Subsidiaries  or any  Securitization  Subsidiaries  to,  directly or
indirectly, create, incur, assume or permit or suffer to exist any Lien, or file
or execute or agree to the  execution  of any  financing  statement,  on or with
respect to any  Property  (including  any document or  instrument  in respect of
goods or accounts receivable) of the Company or any Restricted Subsidiary or any
such Securitization Subsidiary,  whether now owned or hereafter acquired, or any
income or profits therefrom except:

          (i)  Liens created in favor of the Company or a Restricted Subsidiary;

          (ii) existing  Liens  identified  on  Schedule  I, and Liens to secure
               replacements,  extensions  and  renewals  of the  Debt  or  other
               obligations  secured  by such  Liens  only  if (a) the  principal
               amount of the Debt or other  obligation  secured  thereby  is not
               increased,  (b) such Lien does not  extend  to any  Property  not
               previously  subject  thereto,  and (c) no  Event of  Default  has
               occurred and is continuing or will result therefrom;

          (iii)Liens in respect of Debt  (other than as  contemplated  in clause
               (iv)  below)  constituting   purchase  money  security  interests
               provided  that (a)  such  Liens  attach  solely  to the  Property
               acquired  or  purchased  concurrently  with such  acquisition  or
               purchase;  and (b) the aggregate amount secured by all such Liens
               does not at any  time  exceed  the  lesser  of (Y) the then  fair
               market value of the Property  covered by such Lien at the time of
               acquisition  of the  Property  and (Z) the total  purchase  price
               thereof;

          (iv) customary  Liens  incurred in the ordinary  course of business to
               the extent  required to secure Debt under  Warehouse  Facilities,
               Senior Secured Facilities and Residual Facilities;

          (v)  deposits to secure payment of workers' compensation, unemployment
               insurance, old age pensions or other social security obligations,
               in  the  ordinary  course  of  business  of  the  Company  or any
               Subsidiary and not related to borrowed money or credit extended;

          (vi) (a) Liens  securing  any  judgment,  award or order that does not
               constitute  an Event of  Default,  and (b) Liens  arising  in the
               ordinary  course of  business  (including  easements  and similar
               encumbrances)  that arise by  operation of law and not related to
               borrowed money or credit  extended that arise in connection  with
               claims,  the  payment  of which is not at the  time  required  by
               Section 7.3, but in the case of (a) and (b) only if such Liens do
               not materially  interfere with the conduct of the business of the
               Company  or any  Restricted  Subsidiaries  or any  Securitization
               Subsidiaries  and would not individually or in the aggregate have
               a Material Adverse Effect;

          (vii)deposits to secure the  performance of statutory  obligations and
               other  obligations  of a like  nature  incurred  in the  ordinary
               course of business;

          (viii) customary  Liens incurred in the ordinary course of business to
               the extent  required  to secure  Securitizations  pursuant to the
               terms of  Securitizations,  including Liens on amounts on deposit
               in Spread Accounts;

          (ix) Liens related to floor plan  financings for the Company's  wholly
               owned subsidiary, Circle City Car Company; and

          (x)  other  Liens  securing   Senior  Debt  of  the  Company  and  its
               Subsidiaries in a principal  amount not to exceed an aggregate of
               $6,000,000.

     8.3.  Investments.  The  Company  shall  not,  and  shall  not  permit  any
Restricted   Subsidiary  or  any  Securitization   Subsidiary  to,  directly  or
indirectly, make or own or maintain any Investment in any Person except:

          (i)  Investments in Cash Equivalents;

          (ii) any existing  Investment  identified on Schedule II (and renewals
               thereof to the extent such  Investment is subject to renewals and
               provided the amount  invested in such Investment is not increased
               with any renewal);

          (iii)capital  stock and other  securities  of wholly owned  bankruptcy
               remote special purpose  Securitization  Subsidiaries,  and wholly
               owned Restricted Subsidiaries;

          (iv) Investments  in  the  form  of  receivables  or  advances  in the
               ordinary  course of business  (including  without  limitation the
               investment in auto and other consumer  receivables,  subordinated
               interests in consumer  receivables loan pools and Spread Accounts
               in connection with Securitizations); and

          (v)  Investments  not  otherwise  permitted  by this  Section 8.3 in a
               cumulative  amount invested that does not in the aggregate at any
               time  exceed  20%  of  Consolidated  Tangible  Net  Worth  of the
               Company;  provided  that such  Investments  are  consistent  with
               Section 7.4(i).

     Notwithstanding  the  foregoing,   none  of  the  Company,  any  Restricted
Subsidiary nor any  Securitization  Subsidiary  shall make any Investment in any
Person  that,  as a result  of such  Investment  becomes  a  Subsidiary  unless,
immediately after such Person becomes a Subsidiary, the Company would then be in
compliance with the financial  maintenance test set forth in Section 8.1(ii) and
all Liens on the property of such Person would then be permitted  under  Section
8.2 and this Section 8.3 shall be complied with.

     8.4.  Restricted  Junior  Payments.  The Company  shall not,  and shall not
permit any Restricted  Subsidiary or any Securitization  Subsidiary to, directly
or  indirectly,  declare,  order,  pay,  make  or set  apart  any sum  for,  any
Subordinated Debt or any other Restricted Junior Payment, except that:

          (i)  the Company may make any mandatory  payments on Subordinated Debt
               as permitted by the subordination  provisions of the Subordinated
               Debt Document governing such Subordinated Debt; or

          (ii) if no Default or Event of Default has occurred and is  continuing
               or would result therefrom the Company may make Restricted  Junior
               Payments in the form of optional  prepayment on Subordinated Debt
               or dividends or other  distributions  to shareholders  (including
               repurchases  of capital  stock) to the extent that,  after giving
               effect  to any such  Restricted  Junior  Payment,  the  aggregate
               amount of all Restricted  Junior Payments from and after the date
               of this Agreement  would not exceed (a) 65% of  Consolidated  Net
               Income  of the  Company,  the  Restricted  Subsidiaries  and  the
               Securitization  Subsidiaries  earned  subsequent  to the  Closing
               Date,  plus (b) the amount  ---- of all net cash  proceeds of the
               issuance and sale of the Company's  capital stock received by the
               Company  after the  Closing  Date,  provided,  however,  that the
               foregoing  shall not prevent the retirement of any class --------
               ------- of the Company's capital stock by exchange for, or out of
               the proceeds of a substantially  concurrent sale of, other shares
               of its capital stock. Not  withstanding any of the foregoing,  no
               such payment  under this  Section  8.4(ii) may be made if, at the
               time of or after  such  payment,  the  Company  would not then be
               permitted to incur $1.00 of additional  Senior Debt under Section
               8.1(i) without a Default or Event of Default resulting.

     Notwithstanding the foregoing, the Company shall not, nor shall the Company
permit  any of its  Subsidiaries  to, in any  event,  deposit  any funds for the
purpose of making any Restricted Junior Payment with a trustee,  paying agent or
registrar or other payment  intermediary  more than five (5) Business Days prior
to the date such payment is due.

     8.5. Maintenance of Consolidated  Tangible Net Worth. The Company shall not
permit its Consolidated  Tangible Net Worth at the end of each Fiscal Year to be
less than $150,000,000,  increased annually commencing December 31, 2002, by the
greater of (i) 35% of the cumulative Consolidated Net Income of the Company from
and after the first  Fiscal  Quarter  ending  after the  Closing  Date,  or (ii)
$5,000,000.

     8.6. Merger or Sale of Assets.

          (i)  The Company  covenants  that it will not,  and it will not permit
               any of its  Subsidiaries to, enter into any transaction of merger
               or  consolidation  or liquidate or wind up or dissolve itself (or
               suffer  any  liquidation  or  dissolution),  except  that (X) the
               Company  may  merge  or  consolidate  if (a) the  Company  is the
               surviving  entity or the  survivor  assumes all of the  Company's
               obligations  hereunder  and under the  Series A Senior  Notes and
               under the other  Credit  Documents  and in either case remains or
               is, as  applicable,  an entity  incorporated  under the laws of a
               state of the United States of America, (b) immediately after such
               merger or consolidation (and giving effect thereto) no Default or
               Event of Default shall have occurred and be  continuing,  and (c)
               after giving effect to such merger or consolidation,  the Company
               or such survivor, as applicable,  would be able to incur at least
               $1.00 of additional Senior Debt in accordance with Section 8.1(i)
               without a Default or Event of Default resulting,  and the Company
               or such survivor, as applicable, would have Consolidated Tangible
               Net Worth not less than the  Consolidated  Tangible  Net Worth of
               the  Company  immediately  prior  to  such  transaction,  (Y) any
               Subsidiary may merge or consolidate with or into the Company or a
               Restricted   Subsidiary,   if  the  Company  or  such  Restricted
               Subsidiary is the surviving entity and remains incorporated under
               the laws of the state of its present incorporation, and item (ii)
               of this  Section  8.6 above  would  then be  complied  with after
               giving  effect  to  such  merger  or  consolidation,  and (Z) any
               Subsidiary  which is not a Restricted  Subsidiary  may merge with
               another Subsidiary that is not a Restricted Subsidiary.

          (ii) The Company  covenants  that it will not, and will not permit any
               of its Subsidiaries to, sell,  dispose of or otherwise convey (by
               merger,  consolidation,  sale  of  stock  of  any  Subsidiary  or
               otherwise),   in  any   single  or   related   series  of  sales,
               dispositions or  conveyances,  any Property of the Company or any
               Subsidiary,   provided  such   limitation   shall  not  apply  to
               transactions  wherein  (a) such  transaction  is in the  ordinary
               course  of  business  and  does  not  involve  the  sale or other
               conveyance  of all or a  substantial  part of the Property of the
               Company  and/or such  Subsidiary,  as applicable  (provided  that
               sales  or  transfers  in  the  ordinary  course  of  business  by
               Subsidiaries  to facilitate  Securitizations  or to sell consumer
               receivables  at not less  than par or to  liquidate  charged  off
               receivables are expressly  permitted under this subsection  (a)),
               and no Default or Event of Default has occurred and is continuing
               or  would  result  therefrom,  (b) the  Company  or a  Restricted
               Subsidiary sells or transfers its property to another  Restricted
               Subsidiary  or  the  Company,  or a  Subsidiary  which  is  not a
               Restricted  Subsidiary sells or transfers Property to the Company
               or  another  Subsidiary;  (c) in  transactions  other  than those
               covered  in (a) and (b)  above,  if after  giving  effect to such
               transaction,  the  total  net  book  value  of the  assets  to be
               transferred  thereby  does not exceed  (Y) 10% of the  Cumulative
               Total Assets of the Company  during the fiscal year in which such
               transfer  occurred and (Z) 25% of the Cumulative  Total Assets of
               the  Company  since the  Closing  Date;  or (d) a  sale-leaseback
               transaction   of  the  real  property   owned  by  the  Company's
               wholly-owned Subsidiary, Circle City Car Company. Notwithstanding
               the  foregoing,  if such a  transaction  constitutes  a Change of
               Control,  the  provisions of Section 6.2 shall apply unless prior
               consent is obtained from the Required Holders.

     8.7.  Securitizations.  The  Company  shall  not,  and shall not permit any
Subsidiary to, directly or indirectly, engage in any Securitization,  except (a)
through Securitization Subsidiaries,  all of which shall at all times constitute
special purpose so-called "bankruptcy remote"  Securitization  Subsidiaries with
no creditors or  operations  other than those  necessary to conduct such purpose
and which have no Liens on their  assets  (except to the extent  required in the
ordinary course of business to secure the relevant Securitizations) and that, to
the  fullest  extent  permitted  by law,  may  freely  pay  dividends  and other
distributions  from it to,  and shall  pay  dividends,  and other  distributions
solely  to,  the  Company or a  Restricted  Subsidiary,  (b) only if there is no
recourse to the Company or its  Subsidiaries  (except routine  recourse which is
customary  in  auto  loan   Securitizations  or  other  relevant  consumer  loan
Securitizations and which in any case is not secured by any Lien on any Property
of the  Company  or any  Subsidiary  which  is not the  relevant  Securitization
Subsidiary),  and (c) in the ordinary course of business and where the structure
and  terms of such  Securitization  shall  have  been  approved  by the Board of
Directors  or  Executive  Committee of the Board of Directors of the Company and
(X) the securities  issued in, or at least the senior class of such  securities,
if there is a senior subordinated structure in such Securitization, are rated by
Moody's Investors Service,  Inc., Standard & Poor's Ratings Group, a Division of
the  McGraw-Hill  Companies,  Fitch Inc., or Duff & Phelps (or their  respective
successor   rating   agencies),   or  (Y)  the   structure  and  terms  of  such
Securitization is approved by the Required Holders.

     8.8. Reporting Company Status. The Company covenants that it will not enter
into any  transaction  or series of  transactions  or take any other action that
would result,  or can reasonably be expected to result, in the Company's loss of
status as a company subject to the reporting requirements of the Exchange Act.

     8.9.  Restriction on Transactions  with Affiliates.  The Company shall not,
and shall not permit any of its Subsidiaries to, enter into any transaction with
any Subsidiary or Affiliates unless such transaction is no less favorable to the
Company or such Subsidiary  than would be obtained in a comparable  arm's-length
transaction with a non-affiliated entity.

     8.10. No Tax Consolidation. The Company shall not, and shall not permit any
of its  Subsidiaries  to,  file,  or consent to the filing of, any  consolidated
income tax return with any Person  other than the Company and its  Subsidiaries,
for any period beginning after the Closing Date.

     8.11. Amendments and Waivers of Certain Documents.

          (i)  Charter  Documents.  The Company  shall not, and shall not permit
               any of  its  Subsidiaries  to,  amend,  waive  or  terminate  its
               Certificate  or Articles of  Incorporation  or By-Laws in any way
               that  would  have  or  could  reasonably  be  expected  to have a
               Material Adverse Effect.

          (ii) Debt Documents.  The Company shall not amend or otherwise  change
               the  terms  of  any  indenture,   note  or  agreement   governing
               Subordinated  Debt  in any  manner  that  has the  effect  of (i)
               increasing  the  applicable  rate  of  interest  payable  on  the
               Subordinated   Debt,   (ii)   shortening   the  maturity  of  the
               Subordinated   Debt  or  requiring   additional   prepayments  of
               Subordinated  Debt, (iii) altering the  subordination  provisions
               thereof or the definition of "Senior Debt" (or its equivalent) to
               exclude, or reduce the priority of, amounts payable in connection
               herewith,  (iv)  providing  collateral,  or in any  other  manner
               effecting  any change that would or could  reasonably be expected
               to  adversely  affect any Holder or the Series A Senior  Notes as
               Senior Debt of the Company.

     8.12. Margin  Regulations.  The Company shall not, and shall not permit any
of its Subsidiaries  to, directly or indirectly,  use any of the proceeds of the
issuance  and  sale of the  Series  A  Senior  Notes  for the  purpose,  whether
immediate,  incidental or ultimate,  of maintaining,  purchasing or carrying any
stock that is currently a "margin  stock"  within the meaning of Regulation U of
such Board (12 C.F.R. 221, as amended),  or otherwise take or permit to be taken
any action  that would  result in the  issuance  and sale of the Series A Senior
Notes or the carrying out of any of the other transactions  contemplated  hereby
or thereby,  being violative of such Regulation U, or of Regulation T (12 C.F.R.
220,  as  amended),  Regulation  X (12  C.F.R.  224,  as  amended)  or any other
regulation of such Board.  The Company  covenants,  represents and warrants that
margin stock does not constitute more than 25% of the value of the  consolidated
assets of the Company and its  Subsidiaries  and the Company  represents that it
does not have any present  intention that margin stock will constitute more than
25% of the value of such  assets.  As used in this  Section,  the terms  "margin
stock" and "purpose of buying and carrying" shall have the meanings  assigned to
them in said  Regulation  U.  Nothing  in this  Section  8.12  shall  permit the
Company, any Restricted Subsidiary or any Securitization  Subsidiary to make any
Investments not permitted under Section 8.3.

     8.13. No Public Offering of Series A Senior Notes.  The Company agrees that
neither  it, nor  anyone  acting on its  behalf,  will offer the Series A Senior
Notes so as to bring the  issuance  and sale of the Series A Senior Notes within
the  provisions  of  Section  5 of the  Securities  Act nor  offer  any  similar
securities  for  issuance or sale to, or solicit any offer to acquire any of the
same from, or otherwise  approach or negotiate with respect thereto with, anyone
if the sale of the  Series  A  Senior  Notes  would  be  integrated  as a single
offering for the purposes of the Securities Act.

     8.14.  Foreign Assets  Control  Regulations,  Etc.  Neither the sale of the
Series A Senior  Notes by the Company  hereunder  nor the  Company's  use of the
proceeds thereof will violate the Trading with the Enemy Act, as amended, or any
of the  foreign  assets  control  regulations  of  the  United  States  Treasury
Department  (31  CFR,  Subtitle  B,  Chapter  V,  as  amended)  or any  enabling
legislation or executive order relating  thereto.8.15.  Investment Company.  The
Company shall not, and shall not permit any of its Subsidiaries  to, become,  or
be  controlled  by,  an  "Investment  Company"  as such term is  defined  in the
Investment Company Act of 1940, as amended.

9. EVENTS OF DEFAULT

     9.1. Default;  Acceleration. If any of the following events (each an "Event
of Default")  shall occur and be continuing for any reason  whatsoever  (whether
such  occurrence  shall be voluntary or involuntary or come about or be effected
by operation of law or otherwise):

          (i)  the Company  shall fail to pay any  principal  of or premium,  if
               any,  on any Series A Senior  Note when due, or shall fail to pay
               any interest thereon or any other amount payable hereunder within
               five (5) days of the date due,  in  either  case  whether  due at
               stated maturity, for any mandatory prepayment,  upon acceleration
               or notice of optional prepayment or otherwise; or

          (ii) (a)  The  Company  or any  Restricted  Subsidiary  or  any  other
               Subsidiary  of the  Company  shall  fail to pay  when  due  (upon
               maturity,  acceleration or otherwise) any principal, premium, fee
               or  interest  or similar  amount in an  individual  or  aggregate
               amount   exceeding   $2,000,000   on  any   Debt  or   Swaps   or
               Securitizations  or  other  obligations  outstanding  beyond  any
               applicable  period  of grace  (including  without  limitation  in
               respect of the Warehouse  Facilities,  Senior Secured Facilities,
               Residual  Facilities and interest rate protection  arrangements),
               or (b) any other breach,  default or event of default (including,
               without limitation,  any payment default) under any instrument or
               agreement  relating  to any Debt or Swaps or  Securitizations  or
               other  obligations of the Company,  any Restricted  Subsidiary or
               any  other  Subsidiary  of the  Company  shall  occur  (including
               without  limitation  any  breaches  or  defaults  (including  for
               breaches of  representations  and warranties) which would entitle
               any  Persons  in  connection  with  any  such  Debt or  Swaps  or
               Securitizations or other obligations to claim or demand under any
               indemnities  (or  recourse  obligations)  in  an  amount  in  the
               aggregate  of  $2,000,000  or more),  and the  effect of any such
               breach or default is to cause, or to permit the holder or holders
               of such Debt or Swaps or Securitizations or other obligations (or
               a trustee on behalf of such holder or holders) to cause the early
               termination of any Swaps in aggregate  notional principal amounts
               of  $2,000,000  or  more,  or  an  aggregate   amount   exceeding
               $2,000,000  to become  or be  declared  due  prior to its  stated
               maturity (or the stated maturity of any underlying obligation, as
               the case may be), and such breach or default  shall not have been
               cured within any applicable period of grace; or

          (iii)any  representation  or warranty or other  statement  made in any
               Officer's  Certificate  or by  any  Executive  Officer  or by the
               Company, any Restricted Subsidiary or any other Subsidiary of the
               Company in this  Agreement,  any other Credit  Document or in any
               written certificate, instrument or report furnished in compliance
               with  or in  reference  to this  Agreement  or any  other  Credit
               Document  shall  be  false  in any  material  respect  (or in any
               respect  insofar  as it relates  to a  representation,  warranty,
               covenant or statement  that contains a  materiality  standard) on
               the date as of which made or renewed; or

          (iv) the Company,  any  Restricted  Subsidiary  or any  Securitization
               Subsidiary  shall fail duly and  punctually to perform or observe
               (other than those  specified  in Section  9.1(i))  any  covenant,
               promise or obligation  set forth in Sections 6.5,  7.10,  8.1(i),
               8.2, 8.4, 8.5 and 8.6 of this Agreement; or

          (v)  the Company,  any  Restricted  Subsidiary  or any  Securitization
               Subsidiary  shall fail duly and  punctually to perform or observe
               (other  than  those  specified  in  Section  9.1(i)  and  Section
               9.1(iv)) any  covenant,  promise or  obligation  set forth in any
               provision of this Agreement or any other Credit Document and such
               default with respect to such other  provision shall not have been
               corrected or waived  within 30 days after any  Executive  Officer
               has knowledge thereof or the Company receives notice thereof from
               any Holder; or

          (vi) the Company, any Restricted Subsidiary or any other Subsidiary of
               the Company shall generally not pay its debts as they become due,
               or  shall  admit  in  writing  its  inability  to pay  its  debts
               generally,  or shall make a general assignment for the benefit of
               creditors;  or any bankruptcy case shall be commenced voluntarily
               by  or   involuntarily   against  the  Company,   any  Restricted
               Subsidiary  or any other  Subsidiary  of the Company or any other
               proceeding  shall be instituted  voluntarily by or  involuntarily
               against  the  Company,  any  Restricted  Subsidiary  or any other
               Subsidiary of the Company  seeking the  liquidation,  winding up,
               reorganization,  arrangement,  adjustment,  protection, relief or
               composition  of it  or  its  debts  under  any  law  relating  to
               bankruptcy,  insolvency or reorganization or relief or protection
               of  debtors,  or seeking  the entry of an order for relief or the
               appointment  of a receiver,  trustee,  custodian or other similar
               official for it or for any substantial  part of its Property and,
               in the case of any such case or proceeding  instituted against it
               (but not instituted by it) that is being diligently  contested by
               it in good faith, either such proceeding shall remain undismissed
               or  unstayed  for a period  of 60 days or any of the  actions  or
               relief sought in such proceeding (including,  without limitation,
               the entry of an order for relief  against it, or the  appointment
               of a receiver,  trustee,  custodian or other similar official for
               it or for any  substantial  part of its Property) shall occur; or
               the board of directors of the Company, any Restricted  Subsidiary
               or any other  Subsidiary  of the Company  shall  authorize  it to
               take,  or the Company,  any  Restricted  Subsidiary  or any other
               Subsidiary of the Company  shall take any actions in  furtherance
               of, any of the actions described in this Section 9.1(vi); or

          (vii)any  judgments  or orders  (or  series of  related  judgments  or
               orders)  (other than any such  judgments  or orders (or series of
               related  judgments  or  orders)  that do not  equal or  exceed in
               aggregate  $2,000,000)  shall be  entered  or filed  against  the
               Company or any Restricted  Subsidiary or any other  Subsidiary or
               their  respective   Properties  and  shall  remain  undischarged,
               unvacated,  unbonded or unstayed for a period of 30 days,  or, if
               such  Property is to be sold,  by the date five (5) days prior to
               the date of any proposed sale thereunder; or

          (viii) any  provision of this  Agreement or any other Credit  Document
               shall  for any  reason  cease to be valid  and  binding  on or be
               enforceable  against the Company,  or the Company  shall state in
               writing that any provision of this  Agreement or any other Credit
               Document  to which it is a party is not valid and  binding  on or
               enforceable against it in any respect; or

          (ix) any Pension Plan fails to maintain the minimum  funding  standard
               required by Section 412 of the Code for any plan year or a waiver
               of such standard is sought or granted under Section 412(d) of the
               Code,  or any Pension  Plan  subject to Title IV of ERISA is, has
               been  or is  likely  terminated  or the  subject  of  termination
               proceedings under ERISA, or the Company,  any of its Subsidiaries
               or any  ERISA  Affiliate  has  incurred  or is  likely to incur a
               liability under Section 4062,  4063, 4064, 4201 or 4204 of ERISA,
               and there  results from any such event or events a liability or a
               material risk of incurring a liability to the PBGC or any Pension
               Plan,  or  Multiemployer  Plan which,  if incurred,  could have a
               Material Adverse Effect,  or the Company,  or a Subsidiary of the
               Company  or any ERISA  Affiliate,  has  engaged  in a  prohibited
               transition that would result in a liability, penalty or tax under
               ERISA or  Section  4975 of the  Code,  as the case may be,  which
               could have a Material Adverse Effect.

     Then (a) upon the  occurrence of any Event of Default  described in Section
9.1(vi), the unpaid principal amount of the Series A Senior Notes, together with
accrued interest thereon and together with the Prepayment  Premium, if any, with
respect thereto, shall automatically become due and payable without presentment,
demand,  protest or other notice of any kind,  all of which are hereby waived by
the Company,  (b) upon the  occurrence  and during the  continuance of any other
Event of Default,  the Required  Holders may, at their option and in addition to
any other right,  power or remedy  permitted  by law or in equity,  by notice in
writing to the Company,  declare all of the Series A Senior Notes to be, and all
of the Series A Senior Notes shall thereupon be and become,  immediately due and
payable  together with interest accrued thereon and together with the Prepayment
Premium, if any, with respect thereto,  without presentment,  demand, protest or
other notice of any kind, all of which are hereby waived by the Company, and (c)
upon the occurrence and during the continuance of an Event of Default  described
in Section  9.1(i) with respect to any Series A Senior Note,  the Holder of that
Series A Senior  Note may,  at its option and in  addition  to any other  right,
power or remedy  permitted  by law or in  equity,  by notice in  writing  to the
Company, declare all of the Series A Senior Notes held by such Holder to be, and
all of such Series A Senior Notes shall thereupon be and become, immediately due
and  payable  together  with  interest  accrued  thereon and  together  with the
Prepayment Premium, if any, with respect thereto,  without presentment,  demand,
protest  or other  notice of any kind,  all of which  are  hereby  waived by the
Company.

     9.2.  Rescission  of  Acceleration.  At any time after any  declaration  of
acceleration  of any of the Series A Senior Notes shall have been made  pursuant
to Section  9.1 by any Holder or Holders and before a judgment or decree for the
payment of money due has been  obtained by such Holder or Holders,  the Required
Holders may, by written  notice to the Company and to the other Holders  rescind
and annul such  declaration and its  consequences  but only if (i) the principal
of,  premium,  if any, and interest on the Series A Senior Notes that shall have
become due otherwise than by such  declaration of  acceleration  shall have been
duly and fully paid, and (ii) all Events of Default other than the nonpayment of
principal  of,  premium,  if any, and interest on the Series A Senior Notes that
have become due solely by such declaration of acceleration shall have been cured
or shall have been waived by the Required  Holders.  No  rescission or annulment
referred to above shall affect any subsequent Default or Event of Default or any
right,  power or  remedy  arising  out of such  subsequent  Default  or Event of
Default.  The  provisions  of this Section 9.2 are  intended  merely to bind the
Holders to a decision that may be made at the election of the Required  Holders;
such  provisions  are not  intended  to  benefit  the  Company,  any  Restricted
Subsidiary  or any other  Subsidiary of the Company and do not give the Company,
any  Restricted  Subsidiary or any other  Subsidiary of the Company the right to
require the Holders to rescind or annul any acceleration hereunder,  even if the
conditions set forth herein are met.

     9.3. Other Remedies. If any Event of Default shall occur and be continuing,
any Holder may proceed to protect and  enforce its rights  under this  Agreement
and its Series A Senior Notes by  exercising  such  remedies as are available to
such Holder in respect thereof under applicable law, either by suit in equity or
by action at law, or both,  whether for  collection of any payment then due such
Holder under any Series A Senior Note,  specific  performance of any covenant or
other  agreement  contained  in this  Agreement or in aid of the exercise of any
power granted in this Agreement.  No remedy conferred in this Agreement upon the
Purchasers  or any other Holder is intended to be exclusive of any other remedy,
and each and every such remedy shall be  cumulative  and shall be in addition to
every other remedy  conferred  herein or now or hereafter  existing at law or in
equity or by statute or otherwise.

     9.4.  Subordinated Debt Notices.  Any Holders may give notices contemplated
by any subordination clauses of agreements for Subordinated Debt.

10. REPRESENTATIONS AND WARRANTIESThe Company represents, covenants and warrants
to each  Purchaser  that, as of the date of this Agreement and as of the Closing
Date:

     10.1. Organization, Powers, Good Standing, Business and Subsidiaries.

          (i)  Organization and Powers. The Company and each of its Subsidiaries
               is a corporation  duly  organized,  validly  existing and in good
               standing  under the laws of the State of  Indiana  in the case of
               the Company and with respect to the Company's Subsidiaries listed
               on Schedule III, the state of incorporation  listed for each such
               Subsidiary on Schedule III, and has all requisite corporate power
               and authority to own or lease and operate its Property,  to carry
               on its business as now conducted and, in the case of the Company,
               to enter into this  Agreement  and each other Credit  Document to
               which it is a party and to issue the Series A Senior Notes and to
               carry out the transactions contemplated hereby and thereby.

          (ii) Good  Standing.  The Company and each of its  Subsidiaries  is in
               good standing wherever necessary to carry on its present business
               and operations,  except in  jurisdictions in which the failure to
               be in good  standing has not had,  would not have,  and could not
               reasonably be expected to have, a Material Adverse Effect.

          (iii)Conduct  of  Business.  The  Company  and  its  Subsidiaries  are
               engaged only in business as  described in Section  7.4(i) and own
               or hold  under  lease all  property,  and have  entered  into all
               contracts and agreements, necessary to conduct such business.

          (iv) Subsidiaries;  Capital  Stock.  All  of  the  Company's  existing
               Subsidiaries   are   identified  on  Schedule  III.  All  of  the
               outstanding  capital stock of each such  Subsidiary has been duly
               authorized   and  validly  issued  and  is  fully  paid  and  non
               assessable and such shares of capital stock are free and clear of
               any  claim,   Lien  or  agreement  with  respect   thereto.   All
               Subsidiaries of the Company are 100% owned by the Company.

     10.2. Authorization of Financing, Etc.

          (i)  Authorization   of  Financing.   The   execution,   delivery  and
               performance of this Agreement,  the other Credit  Documents,  the
               issuance,  delivery and payment of the Series A Senior Notes, and
               the  consummation  of the  transactions  contemplated  hereby and
               thereby  have been duly  authorized  by all  necessary  corporate
               action by the Company.

          (ii) No  Conflict.  The  execution,  delivery and  performance  by the
               Company of each  Credit  Document  to which it is a party and the
               issuance,  delivery  and payment of the Series A Senior Notes and
               the consummation of the transactions contemplated thereby, do not
               and will not (a) violate the Articles of  Incorporation or Bylaws
               of the Company,  any Restricted  Subsidiary or any Securitization
               Subsidiary or any order, judgment or decree of any court or other
               agency of any government binding upon the Company, any Restricted
               Subsidiary or any Securitization  Subsidiary or upon any property
               or assets of the Company, any Restricted  Subsidiary or any other
               Subsidiary  of the Company,  (b) violate any provision of law, or
               any  rules  or   regulations  of  any   governmental   authority,
               applicable to the Company, any Restricted Subsidiary or any other
               Subsidiary of the Company, (c) violate,  conflict with, result in
               a material breach of or constitute  (with notice or lapse of time
               or both) a default  under any  indenture,  mortgage,  instrument,
               contract  or other  agreement  to which any of the  Company,  any
               Restricted Subsidiary or any other Subsidiary of the Company is a
               party or pursuant to which any of their  properties or assets are
               bound, (d) result in or require the creation or imposition of any
               Lien upon any of the  Property  of the  Company,  any  Restricted
               Subsidiary or any other Subsidiary of the Company, or (e) require
               any  approval  or consent of  stockholders  of the  Company,  any
               Restricted  Subsidiary or any other Subsidiary of the Company, or
               require any  approval or consent of any Person under any material
               indenture, mortgage,  instrument,  contract or other agreement to
               which  the  Company,  any  Restricted  Subsidiary  or  any  other
               Subsidiary  of the Company is a party or pursuant to which any of
               their properties are bound, except for such approvals or consents
               as will have been duly  obtained on or before the  Closing  Date,
               copies of which will have been  provided to the  Purchasers on or
               before such closing date.

          (iii)Governmental  Consents.  The execution,  delivery and performance
               by the Company of each Credit Document to which it is a party and
               the  issuance,  delivery and payment of the Series A Senior Notes
               by  the  Company  and  the   consummation  of  the   transactions
               contemplated hereby, do not and will not require any registration
               or filing  with,  consent or approval  of, or notice to, or other
               action to, with or by, any federal,  state or other  governmental
               authority or regulatory  body except that this  Agreement and the
               related  documents  may be required to be filed in a Form 10-Q or
               Form 10-K of the Company as a material agreement.

          (iv) Due Execution and Delivery;  Binding Obligations.  This Agreement
               has been duly  executed and  delivered by the Company and, at the
               time of the Closing Date, each other Credit Document to which the
               Company is  required  by this  Agreement  to be a party will have
               been, duly executed and delivered by the Company.  This Agreement
               is,  and, at the time of the  Closing  Date,  the Series A Senior
               Notes (when issued and delivered in accordance herewith) and each
               other  Credit  Document  to which the Company is a party will be,
               the  legal,   valid  and  binding   obligation  of  the  Company,
               enforceable  against  each such  party in  accordance  with their
               respective terms.

          (v)  Securities Law Exemption and Trust  Indenture Act Exemption.  The
               Series A Senior Notes may be freely  issued and sold  pursuant to
               this  Agreement,  without  any  requirement  of  registration  or
               qualification  under any federal or state  securities laws or the
               Trust Indenture Act of 1939, as amended.

          (vi) Other Debt,  Etc. As of the opening of business on March 31, 2002
               (a) the  outstanding  principal  balance of the  Existing  Senior
               Notes is approximately $65,300,000, (b) the outstanding principal
               balance of Subordinated  Debt is approximately  $46,000,000,  (c)
               the outstanding  principal balance of the Warehouse Facilities is
               approximately $47,000,000,  (d) the outstanding principal balance
               of  Senior  Secured  Facilities  is $0,  and (e) the  outstanding
               principal balance of the Residual Facilities is $0. The Company's
               and its Subsidiaries' liability, if any, for principal, interest,
               indemnity or  reimbursement  under the Warehouse  Facilities  and
               Senior  Secured  Facilities is as set forth in the  definition of
               Warehouse   Facilities   and  Senior   Secured   Facilities,   as
               applicable.  All  obligations  of the  Company  to  the  Holders,
               whether  evidenced by the Series A Senior Notes or arising  under
               this  Agreement or any other  Credit  Document,  will  constitute
               senior  indebtedness  of the  Company.  No  default  or  event of
               default exists under any agreement  governing Debt of the Company
               or any of its Subsidiaries  (including any Warehouse Facility) or
               any Securitization.

     10.3. Financial  Condition.  The consolidated balance sheets of the Company
and its  Subsidiaries as at June 30, 2001 and December 31, 2001, and the related
consolidated  statements  of income and cash flows for the  periods  then ended,
which have been examined by Deloitte & Touche LLP, who delivered an  unqualified
opinion with respect  thereto,  have been  delivered to the  Purchasers and were
prepared in conformity with GAAP. All such financial  statements  fairly present
the  consolidated  financial  position of the Company and its Subsidiaries as at
the respective dates thereof and the consolidated results of operations and cash
flows  of the  Company  and its  Subsidiaries  for each of the  periods  covered
thereby,  subject, in the case of any unaudited interim financial statements, to
changes resulting from normal year-end adjustments.

     10.4. No Material  Adverse Change.  Since December 31, 2001, there has been
no material  adverse  change in the  financial  condition,  operations,  assets,
prospects or business of the Company and its  Subsidiaries,  taken as a whole or
event which  would have or could  reasonably  be  expected  to have,  a Material
Adverse  Effect,  other  than as may  have  been  disclosed  in  writing  to the
Purchasers prior to the Closing Date.

     10.5. Title to Properties;  Liens.  The Company and its  Subsidiaries  have
good and valid title to or beneficial ownership of all their respective Property
(which Property as of the date hereof includes all Property (other than Property
previously disposed of in the ordinary course of business) reflected in the most
recent financial  statements,  or the notes thereto referred to in Section 10.3,
except  for assets  acquired  or  disposed  of in  transactions  that are or, if
entered  into prior to the date of this  Agreement,  would have been,  permitted
hereunder and have not had, do not have, and could not reasonably be expected to
have, a Material Adverse Effect.

     10.6.  Litigation;  Adverse  Facts.  Other than as disclosed in Schedule IV
hereto,  there is no  governmental  investigation  of  which  the  Company,  any
Restricted  Subsidiary  or any  other  Subsidiary  of the  Company  has or would
reasonably  be  expected  to have  knowledge,  and  there  is no  action,  suit,
proceeding,  governmental  arbitration  (whether or not purportedly on behalf of
the Company,  any Restricted  Subsidiary or any other Subsidiary of the Company)
at  law  or in  equity  or  before  or  by  any  federal,  state,  municipal  or
governmental department,  court, tribunal,  commission, board, bureau, agency or
instrumentality,  domestic or foreign,  threatened  and about which the Company,
any  Restricted  Subsidiary or any other  Subsidiary of the Company has or would
reasonably be expected to have  knowledge,  or pending  against or affecting the
Company, any Restricted Subsidiary or any other Subsidiary of the Company or any
of their respective Properties which (i) if adversely determined, would have, or
reasonably would be expected to have, a Material  Adverse Effect,  (ii) does not
result from action taken by the Company to  foreclose  or collect in  connection
with auto and other consumer receivables,  as relevant, owned or serviced by the
Company.  None of the Company, any Restricted Subsidiary or any other Subsidiary
of the Company has received any notice of termination of any material  contract,
lease or other agreement or suffered any material  damage,  destruction or loss,
(whether or not covered by insurance) or had any employee strike, work stoppage,
slow-down or lockout or any  substantial  or non  frivolous  threat of which the
Company, any Restricted Subsidiary or any other Subsidiary of the Company has or
would  reasonably be expected to have  knowledge  directed to it of any imminent
strike, work stoppage,  slowdown or lock-out,  any of which remain pending, that
in any case, individually or in the aggregate, would have or would reasonably be
expected to have a Material Adverse Effect.

     10.7.  Payment of Taxes.  (a) All tax returns  and reports of the  Company,
each Restricted  Subsidiary or each other  Subsidiary of the Company required to
be filed by any of them have  been duly and  timely  filed;  and (b) all  taxes,
assessments,  fees  and  other  governmental  charges  upon  the  Company,  each
Restricted  Subsidiary  or each other  Subsidiary of the Company and upon any of
their respective Properties, income and franchises that are due and payable have
been paid when due and payable  except as permitted by Section 7.3, and there is
no actual or proposed tax  assessment  against it, about which the Company,  any
Restricted  Subsidiary  or any  other  Subsidiary  of the  Company  has or could
reasonably be expected to have  knowledge,  except in any such case as permitted
by Section  7.3 and except  for any  failure of filing or payment or  assessment
that, individually or in the aggregate, does not have or could not reasonably be
expected to have a Material Adverse Effect.

     10.8.  Materially  Adverse  Agreements;  Performance;  Absence of  Material
Contracts.  None  of  the  Company,  any  Restricted  Subsidiary  or  any  other
Subsidiary  of  the  Company  is a  party  to or is  otherwise  subject  to  any
indenture, mortgage, instrument, contract or other agreement or charter or other
restriction  that has had, or, in the absence of any default or event of default
thereunder,  would  have or could  reasonably  be  expected  to have a  Material
Adverse  Effect.  None of the Company,  any  Restricted  Subsidiary or any other
Subsidiary  of the  Company  is in  default in the  performance,  observance  or
fulfillment  of  any  of  the  material  obligations,  covenants  or  conditions
contained in any material  indenture,  mortgage,  instrument,  contract or other
agreement  to  which  the  Company,  any  Restricted  Subsidiary  or  any  other
Subsidiary of the Company is a party or pursuant to which any of such party's or
such  Subsidiary's  properties  are  bound,  and no  condition  about  which the
Company, any Restricted Subsidiary or any other Subsidiary of the Company has or
could  reasonably be expected to have knowledge  exists that, with the giving of
due notice or the lapse of time or both, would constitute such a default.  There
exists no Default or Event of Default.

     10.9.  Governmental  Regulation.   None  of  the  Company,  any  Restricted
Subsidiary or any other  Subsidiary is subject to regulation or  registration or
is controlled by any Person  subject to  regulation  or  registration  under the
Public  Utility  Holding  Company  Act of  1935,  the  Federal  Power  Act,  the
Interstate  Commerce Act or the Investment Company Act of 1940, each as amended,
or to any other federal or state  statute or regulation  limiting its ability to
incur Debt or to create Liens on any of its  properties or assets to secure Debt
or making its contracts void or voidable.

     10.10. Certain Fees. Other than fees, costs and other expenses described in
Section  5.10,  no  broker's  or finder's  fee or  commission  or closing fee is
payable with respect to the offer, issue and sale of the Series A Senior Notes.

     10.11.  Disclosure.  No  representation  or  warranty of the  Company,  any
Restricted  Subsidiary or any other Subsidiary of the Company  contained in this
Agreement, any Credit Document or any other document,  certificate,  schedule or
written statement  furnished to Purchasers or the Holders by or on behalf of the
Company,  any Restricted  Subsidiary or any other  Subsidiary of the Company for
use in connection  with the  transactions  contemplated by this Agreement or any
other Credit Document  contains or contained any untrue  statement of a material
fact or omits or omitted to state a material  fact  (known to any such Person in
the  case of any  document  not  furnished  by it) at the  time  it was  made or
furnished,  as the case  may be,  necessary  in  order  to make  the  statements
contained  herein or therein not  misleading  in light of the  circumstances  in
which the same were made. The projections  and pro forma  financial  information
contained in such materials are based upon good faith  estimates and assumptions
believed by such Persons to be reasonable at the time made, it being  recognized
by the Purchasers and the Holders that such  projections as to future events are
not to be viewed as facts and that actual  results  during the period or periods
covered by any such projections may differ from the projected results.  There is
no fact, event or condition known to the Company,  any Restricted  Subsidiary or
any other Subsidiary of the Company that has had, would have or could reasonably
be  expected  to have a  Material  Adverse  Effect  that has not been  expressly
disclosed  herein or in such other  documents  and  statements  furnished to the
Purchasers or the Holders for use in the transaction contemplated hereby.

     10.12. Facilities.  Schedule V sets forth (i) the true and complete address
(including  county)  of the  chief  executive  office  of the  Company  and each
Subsidiary.

     10.13.   Licenses,   Permits  and  Authorizations.   The  Company  and  its
Subsidiaries have all approvals,  licenses and other permits of all governmental
or regulatory agencies,  whether domestic,  federal,  state or local,  including
without  limitation  sales  finance  licenses and permits,  the absence of which
could  materially  impair the business and operations of the Company or any such
Subsidiary as it is presently being conducted or would have or could  reasonably
be expected to have a Material Adverse Effect.

     10.14.  Hazardous  Materials.   Neither  the  Company  nor  any  Restricted
Subsidiary  nor any other  Subsidiary  of the  Company  and,  to the best of the
Company's  knowledge,  after due inquiry,  no  predecessor  in title of any such
entity,  nor any third person at any time  occupying,  adjacent to or present on
any  property  owned or leased by the  Company or any  Subsidiaries  has, at any
time, used, generated, disposed of, discharged,  stored, transported to or from,
released or  threatened  the release of any  Hazardous  Materials,  in any form,
quantity  or  concentration,  on,  from,  under or  affecting  such  property in
violation of any Environmental  Laws nor are any Hazardous  Materials present or
existing on,  from,  under or  affecting  any such  property in violation of any
Environmental Laws.

     10.15.  Offering of  Securities.  The  offering,  issuance  and sale of the
Series A Senior Notes hereunder is exempt from the  registration  and prospectus
delivery  requirements of the Securities Act and all state securities laws. With
respect to such  offering,  issuance and sale of the Series A Senior  Notes,  no
form of general  solicitation or general advertising was used by the Company, or
any  other  representatives  of the  Company,  including,  but not  limited  to,
advertisements,  articles,  notices  or other  communications  published  in any
newspaper, magazine or similar medium or broadcast over television, radio or the
internet  or any seminar or meeting  whose  attendees  have been  invited by any
general  solicitation  or  general  advertising.  The  Purchasers  are the  sole
purchasers of the Series A Senior Notes.  No securities of the same class as the
Series A Senior  Notes  have been  issued  and sold by the  Company  within  the
six-month period immediately prior to the date hereof.  The Company  understands
that, for purposes of rendering the legal  opinions to be delivered  pursuant to
Section 5.9, the Company's  counsel and counsel to the  Purchasers  will rely on
the accuracy and truth of the foregoing  representations  and hereby consents to
such reliance.

     10.16.  ERISA.  Each of the Company,  its Subsidiaries and ERISA Affiliates
has fulfilled its obligations  under the minimum funding  standards of ERISA and
the Code with respect to each Pension Plan and is in  compliance in all material
respects  with  the  provisions  of  all  applicable  laws,   including  without
limitation  ERISA and the Code with respect to such Pension  Plans.  Neither the
Company nor any  Subsidiary  of the Company or ERISA  Affiliate has incurred any
liability to the PBGC (other than annual  premiums due to the PBGC) or a Pension
Plan under Title I or IV of ERISA or to the Internal  Revenue  Service under the
penalty or excise tax provisions of the Code relating to employee benefits plans
(as such term is defined in Section 3 of ERISA),  and no event,  transaction  or
condition has occurred or exists that would  reasonably be expected to result in
the incurrence of any such liability by the Company, a Subsidiary of the Company
or any ERISA  Affiliate,  or in the imposition of any Lien on any of the rights,
properties  or assets of the Company,  a Subsidiary  of the Company or any ERISA
Affiliate,  other than such liabilities or Liens as would not be individually or
in the aggregate Material. The accumulated benefit obligations under each of the
Pension Plans (other than Multiemployer Plans), determined as of the end of such
Pension  Plan's  most  recently  ended  plan year on the basis of the  actuarial
assumptions  specified for funding  purposes in such Pension  Plan's most recent
actuarial  valuation  report,  did not exceed the aggregate current value of the
assets of such Pension Plan. The Company,  its Subsidiaries and ERISA Affiliates
have not  incurred  withdrawal  liabilities  (and are not subject to  contingent
withdrawal  liabilities)  under  section  4201 or 4204 of  ERISA in  respect  of
Multiemployer  Plans that  individually  or in the aggregate  are Material.  The
expected post retirement  benefit  obligation  (determined as of the last day of
the Company's  most  recently  ended fiscal year in  accordance  with  Financial
Accounting  Standards  Board  Statement No. 106,  without  regard to liabilities
attributable to continuation  coverage mandated by section 4980B of the Code) of
the Company and its Subsidiaries and ERISA Affiliates is not Material.  There is
no pending or, to the best knowledge of the Company,  any of its Subsidiaries or
any ERISA  Affiliate,  threatened  claim,  action or  lawsuit  by any  person or
governmental  authority  with  respect to any Plan which has  resulted  or could
reasonably be expected to result in a Material Adverse Effect. The execution and
delivery  by the  Company of this  Agreement  and the sale and  delivery  of the
Series A Senior  Notes will not involve any  prohibited  transaction  within the
meaning of ERISA or subject to the prohibitions of Section 406 of ERISA or under
the Code.  The Company  has  delivered  to the  Purchasers  a complete  list and
accurate  description  of  each  Pension  Plan  and  Multiemployer  Plan or post
retirement  benefit  plan  maintained  or  contributed  to by the  Company,  any
Subsidiary  of the  Company or any ERISA  Affiliate,  as well as the most recent
actuarial report of each Pension Plan.

     10.17. Patents, Etc. No product,  service, process, method, substance, part
or  other  material  presently  contemplated  to be sold by or  employed  by the
Company or any of its Subsidiaries in connection with its business infringes any
patent, trademark,  service mark, trade name or copyright, or any license of any
of the foregoing,  owned by any other Person,  which  infringement  could have a
Material  Adverse Effect.  Regulation U, Etc. Neither the Company nor any of its
Subsidiaries  owns or has any present  intention of acquiring any "margin stock"
as defined in  Regulation  U (12 CFR Part 207) of the Board of  Governors of the
Federal Reserve System (herein called "margin stock"). None of the proceeds from
the sale of the Series A Senior Notes will be used, directly or indirectly,  for
the purpose of  purchasing  or carrying  any margin  stock or for the purpose of
reducing or retiring any indebtedness which was originally  incurred to purchase
or carry  margin  stock or for any other  purpose  which might  constitute  this
transaction a "purpose  credit"  within the meaning of Regulation U. Neither the
Company, any of its Subsidiaries nor any agent acting on its behalf has taken or
will take any action  which  might cause this  Agreement  or the Series A Senior
Notes  to  violate  Regulation  T,  Regulation  U,  Regulation  X or  any  other
regulation of the Board of Governors of the Federal Reserve System or to violate
the Exchange  Act, in each case as in effect now or as the same may hereafter be
in effect.

     10.19.  Warehouse  and  Securitization  Subsidiaries.  The Company and each
Subsidiary have conducted their respective businesses in such a manner which (i)
is  consistent  in all  material  respects  with  the  assumptions  made  in the
"non-consolidation opinions" prepared in connection with each Securitization and
(ii) does not cause the  existing  Funding  Corporations,  and any  Subsidiaries
existing  as of the  Closing  Date,  as the case may be which  have been used to
facilitate Securitizations, to cease to be so-called special purpose "bankruptcy
remote" entities.  There are no restrictions on the ability of such Subsidiaries
to pay, to the fullest  extent  permitted by  applicable  law,  dividends to the
Company.

11. REPRESENTATIONS OF THE PURCHASERS

          (i)  Each Purchaser severally  represents on the date hereof and as of
               the Closing  Date,  that it is not  acquiring the Series A Senior
               Notes to be purchased by it hereunder  with a view to or for sale
               or in connection with any distribution thereof within the meaning
               of the  Securities  Act,  provided  that the  disposition  of its
               property (including the Series A Senior Notes) shall at all times
               be and  remain  within  its  control.  Each  Purchaser  severally
               represents that it is an "accredited investor" within the meaning
               of Rule 501 of Regulation D under the  Securities Act of 1933, as
               amended.

          (ii) Each Purchaser severally  represents and acknowledges that (a) it
               has had access to  information  that the Company  has  heretofore
               filed with the Commission  which is available on the Commission's
               EDGAR database,  and has received such other written  information
               regarding the Company,  its operations,  financial  condition and
               prospects,  as such  Purchaser has requested from the Company and
               it (or its representatives) has met with the Company's management
               and had the opportunity to ask such questions and receive answers
               regarding such matters  relating to the Company and investment in
               the Series A Senior Notes as such Purchaser has deemed advisable;
               and (b) the Series A Senior Notes are not being  registered under
               any applicable  federal or state securities laws in reliance upon
               certain exemptions  thereunder,  and cannot be resold unless they
               are  registered  under  those  laws or unless an  exemption  from
               registration is available.

          (iii)Each  Purchaser  severally  represents  that  (a)  it is  not  an
               insurance company; and (b) it is using its own funds for purchase
               of the Series A Senior Notes and,  without limiting the forgoing,
               no portion of the funds for its  purchase  of the Series A Senior
               Notes  consists of assets of an employee  benefit plan as defined
               in Section 3 of ERISA.

12. DEFINITIONS.

     12.1. Definitions

     "Affiliate" means, with respect to any Person, any other Person directly or
indirectly  in control of,  controlled  by, or under  common  control  with such
Person, whether through power to direct or cause the direction of the management
or policies of such Person,  ownership or control of more than 10% of the voting
stock of such Person,  or otherwise and any Person who is an officer or director
of such Person; provided,  however, that neither any Holder nor any Affiliate of
any Holder shall be deemed to be an  Affiliate of the Company or any  Subsidiary
solely  by  reason of its  ownership  of  Series A Senior  Notes or by reason of
benefiting  from any  agreements or covenants in this  Agreement or in any other
Credit Document.

     "Auto   Receivables"   means  consumer   installment   sale  contracts  and
receivables  evidenced by promissory notes secured by new and used  automobiles,
vans, minivans and light trucks acquired or originated in the ordinary course of
business by the Company or a Subsidiary from or through motor vehicle dealers.

     "Business  Day" means any day excluding  (i) Saturday and Sunday,  (ii) any
day that is a legal  holiday under the laws of the States of Michigan or Indiana
and (iii) any day on which banking  institutions  located in Michigan or Indiana
are authorized or required by law or other governmental action to close.

     "Called  Principal"  means,  with respect to any Series A Senior Note,  the
outstanding  principal  amount  of such  Series A Senior  Note that (i) is to be
prepaid or purchased at the Make-Whole  Prepayment  Price, or (ii) becomes or is
declared to be immediately due and payable pursuant to Section 9.1.

     "Capitalized  Lease  Obligations"  means rental obligations under any lease
required  to be  capitalized  in  accordance  with  GAAP,  taken  at the  amount
accounted for as indebtedness (net of interest expense).

     "Cash  Equivalents"  means  (i)  marketable  direct  obligations  issued or
unconditionally guaranteed by the United States Government or any agency thereof
and  backed by the full  faith and  credit of the  United  States,  in each case
maturing within one year from the date of acquisition thereof,  (ii) investments
in money market funds having the highest rating available from either Standard &
Poor's Ratings  Services,  a division of McGraw Hill Companies,  Inc. or Moody's
Investors Service, Inc. (or, if at any time neither such rating service shall be
rating  such  obligations,  then from such other  nationally  recognized  rating
services acceptable to the Required Holders),  all of whose assets are comprised
of securities of the type  described in (i) and (iii) hereof,  (iii)  commercial
paper  maturing no more than 270 days from the date of creation  thereof and, at
the time of  acquisition,  having the  highest  rating  obtainable  from  either
Standard & Poor's Ratings Services,  a division of McGraw Hill Companies,  Inc.,
or Moody's  Investors  Service,  Inc.  (or, if at any time  neither  such rating
service  shall be rating  such  obligations,  then from  such  other  nationally
recognized   rating  services   acceptable  to  the  Required   Holders),   (iv)
certificates of deposit with maturities of one year or less or forward  purchase
contracts from commercial or savings banks having  combined  capital and surplus
greater than  $250,000,000  and having a long term certificate of deposit rating
of either A by  Standard & Poor's  Ratings  Services,  a division of McGraw Hill
Companies,  Inc., or A2 by Moody's Investors Service,  Inc. or higher (or, if at
any time neither such rating service shall be rating such obligations, then from
such other  nationally  recognized  rating  services  acceptable to the Required
Holders),  and (v) repurchase obligations with a term of not more than 1 day for
underlying securities of the types described in (i) above.

     "CERCLA" means the Comprehensive Environmental Response,  Compensation, and
Liability Act of 1980, as now or hereafter  amended,  42 U.S.C.ss.9601,  et seq.
and 42 U.S.C.ss. 11001 et seq.

     "Change of Control"  means any  transaction  or series of  transactions  by
which (A) any "Person"  (as such term is used in Section  13(d)3 of the Exchange
Act) shall acquire (i) beneficial  ownership in excess of fifty percent (50%) of
the voting power  represented by the  outstanding  voting shares having ordinary
voting power to elect a majority of the  directors of the Company  (irrespective
of whether at the time shares of any other class or classes  shall have or might
have voting power by reason of the happening of any  contingency) or (ii) all or
substantially all of the Property of the Company, or (B) a majority of the Board
of Directors of the Company at any time shall be composed of Persons  other than
(i) Persons who members of the Board of  Directors of the Company on the date of
this Agreement,  or (ii) Persons who subsequently become members of the Board of
Directors  of the Company and who either (1) are  appointed or  recommended  for
election with the affirmative vote of the majority of the Directors in office as
of the date of the Agreement,  or (2) are appointed or recommended  for election
with the affirmative vote of a majority of the Board of Directors of the Company
who are described in Clauses (B) (i) and (B)(ii)(1) above.

     "Closing" has the meaning specified in Section 4.

     "Closing Date" has the meaning specified in Section 4.

     "Code"  means  the  Internal  Revenue  Code of 1986,  as  amended,  and any
successor statute.

     "Commission" means the United States Securities and Exchange Commission and
any successor Federal agency having similar powers.

     "Company" has the meaning specified in the introductory paragraph hereof.

     "Consolidated"  means the  Company,  its  Restricted  Subsidiaries  and its
Securitization Subsidiaries on a consolidated basis in accordance with GAAP.

     "Consolidated  Assets" means the  consolidated  assets of the Company,  its
Restricted  Subsidiaries  and  its  Securitization  Subsidiaries  determined  in
accordance with GAAP.

     "Consolidated  Liabilities"  means  the  consolidated  liabilities  of  the
Company,  its  Restricted  Subsidiaries  and  its  Securitization   Subsidiaries
determined in accordance with GAAP,  which shall in all cases include Debt under
Warehouse Facilities, Senior Secured Facilities and Residual Facilities.

     "Consolidated  Net Income"  means,  for any period,  the  consolidated  net
income  of the  Company,  its  Restricted  Subsidiaries  and its  Securitization
Subsidiaries   determined  in   accordance   with  GAAP  and,  with  respect  to
Consolidated  Net Income for any  Fiscal  Year,  as  reported  in the  Company's
audited consolidated financial statements.

     "Consolidated Tangible Net Worth" means the excess, if any, of Consolidated
Assets over Consolidated Liabilities less any goodwill, trade names, trademarks,
patents,  unamortized debt discount and expense,  and other intangibles,  except
that Dealer  Premium  Rebates and  Residual  Interest  shall not be so deducted,
determined in accordance with GAAP.

     "Consolidated Total Debt" means the outstanding  aggregate principal amount
of all Debt of the Company,  its Restricted  Subsidiaries and its Securitization
Subsidiaries on a consolidated basis,  excluding  contingent  obligations to the
extent already included in Consolidated Total Debt.

     "Contingent  Obligation"  as  applied  to any  Person,  means any direct or
indirect liability,  contingent or otherwise, of that Person with respect to any
Debt, lease,  dividend or letter of credit of another, if a purpose or intent of
the Person  incurring the Contingent  Obligation is to provide  assurance to the
obligee of such  obligation  of another that such  obligation of another will be
paid or  discharged,  or that any agreements  relating  thereto will be complied
with, or that the holders of such  obligation  will be protected (in whole or in
part) against loss in respect  thereof.  Contingent  Obligations  shall include,
without limitation, (i) the direct or indirect guaranty, endorsement (other than
for  collection  or  deposit in the  ordinary  course of  business),  co-making,
discounting with recourse or sale with recourse by such Person of the obligation
of another; and (ii) any liability of such Person for the obligations of another
through any agreement  (contingent or otherwise) (a) to purchase,  repurchase or
otherwise acquire such obligation or any security  thereof,  or to provide funds
for  the  payment  or  discharge  of such  obligation  (whether  in the  form of
receivables, advances, stock purchases, capital contributions or otherwise), (b)
to maintain the solvency or any balance sheet item, level of income or financial
condition of another, or (c) to make take-or-pay or similar payments if required
regardless of non-performance by any other party or parties to an agreement,  if
in the case of any  agreement  described  under  clauses (a), (b) or (c) of this
sentence the primary  purpose or intent thereof is as described in the preceding
sentence.  The amount of any Contingent  Obligation shall be equal to the amount
of the obligation (or portion thereof) so guaranteed or otherwise supported.

     "Credit  Documents"  means this Agreement and the Series A Senior Notes and
each other  instrument  or  agreement  executed  and  delivered  by the  Company
pursuant to this Agreement,  the Series A Senior Notes or any such instrument or
agreement.

     "Cumulative Total Assets" means, for a specified  period,  the Consolidated
Assets as of the  beginning  of such  period:  (i) plus the book value of assets
added during such  period;  (ii) less the book value of assets  disposed  during
such period;  and (iii) less  depreciation and amortization  accumulated  during
such period;  provided,  however,  there shall be excluded from Cumulative Total
Assets any goodwill, trade names, trademarks, patents, unamortized debt discount
and  expense,  and other  intangibles,  except that Dealer  Premium  Rebates and
Residual Interest shall not be so excluded.

     "Dealer Premium Rebate" means estimated  dealer premium rebates  refundable
as reflected in the  Company's  consolidated  financial  statements,  regardless
whether reported separately or as a component of another asset caption.

     "Debt" means, with respect to any Person, the sum, without duplication,  of
(i) all  indebtedness  of such  Person  for  borrowed  money or credit  extended
(whether by loan or the issuance and sale of debt securities or otherwise) or in
respect of letters of credit or bankers'  acceptances or credit  enhancement and
the like or for the  deferred  purchase  price of property  or services  (except
trade payables  currently payable in the ordinary course of business),  or which
otherwise  should  constitute  debt  on the  balance  sheet  of such  person  in
accordance  with  GAAP,  including  without  limitation  Debt under the Series A
Senior  Notes,  the  Existing  Senior  Notes,   Subordinated   Debt,   Warehouse
Facilities,   Senior  Secured  Facilities  and  Residual  Facilities,  (ii)  all
obligations  of such  Person  under  Capitalized  Lease  Obligations,  (iii) all
obligations  of such Person to purchase,  retire or redeem any capital  stock or
any other equity interest,  whether or not the performance of such obligation is
fixed or  contingent,  (iv) all Contingent  Obligations of such Person,  and all
indebtedness and obligations of such Person or other Persons that are secured by
a Lien on any  Property of such  Person,  whether or not such Person has assumed
liability therefor, and (v) other recourse obligations related to asset sales to
the extent not already reflected in such Person's balance sheet.

     "Default"  means any event which,  subject only to the lapse of a period of
time expressly set forth or referred to in Section 9.1 or the giving of a notice
expressly set forth or referred to in Section 9.1, or both,  would constitute an
Event of Default.

     "Environmental  Laws"  means all  federal,  state and local  environmental,
health or safety laws, ordinances, regulations, rules, statutes, orders, decrees
or policies and matters relating to the common law of nuisance,  as the same may
be in effect from time to time.

     "ERISA"  means the Employee  Retirement  Income  Security  Act of 1974,  as
amended, and any successor statute.

     "ERISA   Affiliate"   means  each  trade  or   business   (whether  or  not
incorporated)  which  together  with the Company or a Subsidiary  of the Company
would be deemed to be a "single  employer" within the meaning of Section 4001 of
ERISA.

     "Event of Default" means any of the events specified in Section 9.1.

     "Exchange Act" means the Securities  Exchange Act of 1934, as amended,  and
any successor statute.

     "Executive  Officer" means with respect to any matter,  any of the Chairman
of its Board of Directors (if an officer) or Chief Executive Officer, President,
Chief Operating Officer, Executive Vice-President,  Senior Vice-President,  Vice
President or Chief Financial  Officer of the Company or any of its  Subsidiaries
(or equivalent officer).

     "Existing  Senior  Notes"  means the senior  notes  issued  pursuant to the
Existing Senior Note Purchase Agreements.

     "Existing  Senior  Note  Purchase  Agreement"  means (i) the Note  Purchase
Agreement  dated August 7, 1995 among the Company and the  purchasers  described
therein, as amended from time to time, providing for the sale of $110,000,000 of
senior  notes due 2002,  and (ii) the Note  Purchase  Agreement  dated March 24,
1997, among the Company and the purchasers  described  therein,  as amended from
time to time, providing for the sale of $65,000,000 of senior notes due 2002.

     "Fiscal   Quarter"   means  a  fiscal   quarter  of  the  Company  and  its
Subsidiaries.

     "Fiscal Year" means a fiscal year of the Company and its Subsidiaries.

     "Funding  Corporations"  means Union Acceptance Funding  Corporation,  UAFC
Corporation,   UAFC-1   Corporation,   UAFC-2   Corporation,   Union  Acceptance
Receivables  Corporation,  and UAC Facility  Funding  Corporation  and any other
similar in nature and purpose funding  corporations  created in the future, each
of which  shall at all  times be a special  purpose  bankruptcy  remote  funding
Subsidiary with no creditors or operations other than those necessary to conduct
such purpose of funding operations of the Company, and which has no Liens on its
assets  (except as  required  in the  ordinary  course of business to secure the
relevant Warehouse  Facility,  Senior Secured Facility or Residual Facility,  as
applicable),  and which, to the fullest extent  permitted by law, may freely pay
dividends  and  similar  distributions  to,  and shall pay  dividends  and other
distributions  solely to, the Company or another Restricted  Subsidiary,  and in
respect of which if requested by the Required  Holders,  the Company  shall have
provided an opinion of counsel  reasonably  satisfactory to the Required Holders
confirming the foregoing with respect to such Subsidiary,  in form and substance
satisfactory to the Required Holders.

     "GAAP" means  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 and  pronouncements of
the Financial  Accounting  Standards Board, or in such other statements that are
described  in  Statement  on Auditing  Standards  No. 69 "The Meaning of Present
Fairly in  Conformity  With  Generally  Accepted  Accounting  Principles  in the
Independent Auditor's Report" that are applicable to the circumstances as of the
date of determination,  applied on a consistent basis;  provided,  however,  for
purposes of this Agreement,  in determining  Consolidated  Assets,  Consolidated
Liabilities,  Consolidated  Net  Income,  Consolidated  Tangible  Net  Worth and
Consolidated Total Debt, the assets, liabilities, net income, tangible net worth
and  total  debt,  respectively,  of the  Securitization  Subsidiaries  shall be
included,  without  duplication,  in  such  determination   notwithstanding  any
generally  accepted  accounting  principals  which do not  require or permit the
Securitization Subsidiaries to be consolidated with the Company.

     "Gain on Sale of Receivables" means the gain (loss) on sale of receivables,
net, as  reported in the  statement  of earnings in the  Company's  consolidated
financial statements in accordance with GAAP.

     "Hazardous  Materials"  means any  hazardous,  toxic or  dangerous  wastes,
pollutants,  materials or substances  including,  without limitation,  asbestos,
PCBs,  petroleum  products and by- products,  substances defined in or listed as
"hazardous materials,  "hazardous substances" or "toxic substances" or similarly
identified  in or pursuant to CERCLA;  "hazardous  materials"  identified  in or
pursuant to the  Hazardous  Materials  Transportation  Act, as now or  hereafter
amended, 49 U.S.C.ss.1801, et seq.; "hazardous wastes" identified in or pursuant
to the Resource  Conservation and Recovery Act, as now or hereafter amended,  42
U.S.C.ss.  6901, et seq.; any chemical substances or mixture regulated under the
Toxic Substances Control Act of 1976, as now or hereafter amended,  15 U.S.C.ss.
2601 et seq.;  any  "toxic  pollutant"  under the  Clean  Water  Act,  as now or
hereafter amended, 33 U.S.C.ss.  1251 et seq.; any hazardous air pollutant under
the Clean Air Act, as now or hereafter amended,  42 U.S.C.ss.  7401 et seq.; and
any hazardous,  toxic,  or dangerous  material,  substance,  or pollutant now or
hereafter designated or regulated under any Environmental Laws.

     "Holder" means any holder of Series A Senior Notes.

     "Interest  Coverage  Ratio" means  Consolidated  Net Income before Interest
Expense  and  income  taxes,  less Gain on Sale of  Receivables,  plus  (without
duplication)  any  other  than  temporary  impairment  of the  valuation  of the
Residual Interest to the extent deducted in determining Consolidated Net Income,
plus  amortization  of Residual  Interest in  accordance  with GAAP,  divided by
Interest Expense.

     "Interest  Expense" means Interest  Expense as reported on the Statement of
Earnings of the  consolidated  financial  statements  of the  Company  (Interest
Expense  to  include  imputed  interest  under  Capitalized  Lease  Obligations)
determined in accordance with GAAP.

     "Investment"  means,  as applied  to any  Person,  any  direct or  indirect
purchase or other  acquisition  by that Person of, or a beneficial  interest in,
stock or other  securities  or similar  interests  of any other  Person,  or any
direct or indirect  loan,  advance  (other than advances to employees for moving
and travel expenses,  drawing accounts and similar  expenditures in the ordinary
course of business) or capital contribution by that Person to any other Person.

     "Lien" means any  assignment,  mortgage,  deed of trust,  pledge,  security
interest,  charge,  encumbrance,  lien, easement or exception of any kind or any
other  preferential  arrangement  of any kind that has the  practical  effect of
constituting  a security  interest or lien  (including any  conditional  sale or
other title retention  agreement and any agreement to give any security interest
and any lease in the nature  thereof) or the filing of or  agreement to give any
financing statement under the Uniform Commercial Code of any jurisdiction.

     "Make-Whole Prepayment Price" has the meaning specified in Section 6.1.

     "Managed Assets" means the total assets of the Company and its Subsidiaries
on a  consolidated  basis as reported in the  Company's  consolidated  financial
statements,  plus the then outstanding principal balance of receivables acquired
by  the  Company  or  its  Subsidiaries   and  sold  in  an  off-balance   sheet
Securitization serviced by the Company.

     "Material" means material in relation to the business,  affairs,  financial
condition,  assets or  properties  of the  Company  and/or the  Company  and its
Subsidiaries taken as a whole.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (i) the
condition (financial or otherwise), business, results of operations,  prospects,
liabilities (absolute,  accrued, contingent or otherwise),  properties or assets
(including  but not limited to Spread  Accounts  and  Residual  Interest) of the
Company, its Restricted  Subsidiaries and its Securitization  Subsidiaries taken
as a whole,  and/or the Company and its Subsidiaries,  taken as a whole, or (ii)
the rights or  interests  of any Holder  under any Credit  Document  (including,
without limitation,  the ability of any Holder to enforce the obligations of the
Company in respect of any Credit  Document),  or (iii) the Company's  ability to
perform its obligations under, or as contemplated by, any Credit Document.

     "Multiemployer Plan" means "multiemployer plan" (as such term is defined in
section 4001(a)(3) of ERISA) to which the Company, any Restricted  Subsidiary or
any other  Subsidiary  of the Company or any ERISA  Affiliate  of such entity is
making, or is obligated to make, contributions or has made or has been obligated
to make, contributions.

     "Officer's  Certificate"  means a  certificate  signed  in the  name of the
Company by an Executive Officer.

     "PBGC" means the Pension  Benefit  Guaranty  Corporation,  or any successor
thereto.

     "Pension Plan" means any employee benefit plan of the Company, a Subsidiary
of the Company or any ERISA Affiliate that is subject to the provisions of Title
IV of ERISA or subject to the minimum  funding  standards of Title I of ERISA or
Section 412 of the Code, and is not a Multiemployer Plan.

     "Permitted Liens" means Liens to the extent permitted under Section 8.2 but
only to the extent the covenants set forth herein do not prohibit such Liens.

     "Person"  means  and  includes  natural  persons,   corporations,   limited
liability companies,  limited partnerships,  general  partnerships,  joint stock
companies,  joint  ventures,  associations,   companies,  trusts,  banks,  trust
companies, land trusts, business trusts,  unincorporated  organizations or other
organizations,  whether or not legal entities,  and governments and agencies and
political subdivisions thereof.

     "Prepayment Premium" shall mean the following:

          (i)  5% of the principal  amount prepaid if such prepayment is made on
               or after May 1, 2002 but before May 1, 2003;

          (ii) 4% of the principal  amount prepaid if such prepayment is made on
               or after May 1, 2003 but before May 1, 2004; or

          (iii)3% of the principal  amount prepaid if such prepayment is made on
               or after May 1, 2004 but before May 1, 2005;

          (iv) 0% of the principal  amount prepaid if such prepayment is made on
               or after May 1, 2005.

     "Property"  means any  interest in any kind of  property or asset,  whether
real,  personal  or  mixed,  or  tangible  or  intangible,   including,  without
limitation,  all  interests  in real  estate  and  fixtures  and all  equipment,
inventory and other goods, all accounts, instruments,  chattel paper, documents,
money  and  general  intangibles  (as such  terms  are  defined  in the  Uniform
Commercial Code) whether now owned or hereafter acquired.

     "Purchasers"  has  the  meaning  specified  in the  introductory  paragraph
hereof.

     "Purchaser   Schedule"   means  the  schedule  of  principal   amounts  and
denominations of Series A Senior Notes to be purchased by the Purchasers, as set
out in the initial schedule hereto.

     "Receivables  Held for  Sale"  means  receivables  held for sale,  net,  as
reported on the Company's latest available  consolidated  balance sheet included
in its financial statements determined in accordance with GAAP.

     "Reportable  Event" means an event  described  in section  4043(b) of ERISA
with respect to which the 30-day notice  requirement  has not been waived by the
PBGC.

     "Required  Holders"  means the  Holders of more than  66-2/3% in  principal
amount of the Senior  Notes  (other than Senior Notes held by the Company or any
Affiliate of the Company) at the time outstanding.

     "Residual  Facilities"  and  Residual  Facility"  means  Debt of one of the
Funding Corporations which is structured to be serviced from amounts distributed
to such Funding Subsidiary by virtue of the ownership by such Funding Subsidiary
of the residual interest in one or more  Securitizations,  Warehouse Facilities,
Senior  Secured  Facilities or similar  structured  financing  facilities and is
secured by a Lien on such residual interest.

     "Residual  Interest"  means Retained  Interest in Securitized  Assets (or a
similar asset  reported in accordance  with GAAP  representing  the value of the
residual  interests  in  off-balance  sheet   Securitizations)  as  reported  in
accordance with GAAP in the Company's latest consolidated balance sheet required
to be provided under Section 7.

     "Restricted  Junior Payment" means (i) any dividend or other  distribution,
direct  or  indirect,  on  account  of any  shares  of any class of stock of the
Company,  any  Restricted  Subsidiary or any  Securitization  Subsidiary  now or
hereafter   outstanding   (including,   without   limitation,   any  payment  or
distribution  made in any merger or  consolidation),  except a dividend  payable
solely  in  shares  of that  class of  stock  or a junior  class of stock to the
holders  of that  class  and  except  for  dividends  (and  the  like)  from its
Subsidiaries   solely  to  the  Company,   to  Restricted   Subsidiaries  or  to
Securitization Subsidiaries,  (ii) any prepayment,  retirement,  sinking fund or
similar payment, purchase or other acquisition for value, direct or indirect, of
any shares or of any outstanding warrants or rights to acquire any shares of any
class of stock of the Company,  any Restricted  Subsidiary or any Securitization
Subsidiary  now or hereafter  outstanding,  and (iii) any payment of  principal,
premium  or  interest  on, or any  direct or  indirect  prepayment,  retirement,
defeasance or sinking fund or similar payment, purchase or other acquisition for
value, direct or indirect,  of any Subordinated Debt (other than a prepayment of
Subordinated Debt issued pursuant to the Subordinated Note Purchase Agreement).

     "Restricted  Subsidiaries"  means all  Funding  Corporations  and any other
Subsidiaries  now existing or hereafter  formed or acquired  which would at such
time  constitute  a  "significant  subsidiary"  (as  such  term  is  defined  in
Regulation  S-X of the  Securities  and Exchange  Commission as in effect on the
Closing  Date)  other  than   Securitization   Subsidiaries  which  satisfy  the
requirements  therefor under Section 8.7(a), and any other Subsidiary  including
such  Securitization  Subsidiaries  now or hereafter  existing  designated  as a
"Restricted Subsidiary" for purposes hereof by the Company's Board of Directors,
all of which  shall  be  Wholly  Owned  direct  or  indirect  Subsidiaries.  The
Restricted Subsidiaries as of the date hereof are identified on Schedule III.

     "Securities  Act" means the  Securities  Act of 1933,  as amended,  and any
successor statute.

     "Securitization" means a public or private transfer of Auto Receivables and
other consumer receivables and related consumer contracts in the ordinary course
of business which transfer is recorded as a sale or secured financing  according
to GAAP as of the date of such transfer,  and by which the Company or one of its
Subsidiaries  directly or indirectly  securitizes  a pool of specified  consumer
auto receivables or other consumer  receivables and related contracts  including
but not limited to any such  transactions  involving the sale of specified  Auto
Receivables or consumer  receivables to a securitization  entity established for
such purpose in  connection  with the issuance of  asset-backed  securities  and
including  without  limitation the outstanding  UACSC Owner Trust or PSC Grantor
Trust or UACSC Auto Trust  securitizations  entered  into by the  Company or its
Subsidiaries prior to the date of this Agreement.

     "Securitization  Subsidiaries"  means a Wholly  Owned  direct  or  indirect
present  or future  Subsidiary  of the  Company  which acts as a  transferor  or
otherwise  engages  in   Securitizations   (including   without  limitation  UAC
Securitization  Corporation and  Performance  Securitization  Corporation),  the
nature of which Subsidiary is as described in Section 8.7(a).

     "Senior Debt" means Debt  (including  Debt under the Series A Senior Notes)
which is not (i) Debt under Warehouse Facilities or Senior Secured Facilities or
a  Securitization,  (ii)  purchase  money Debt  qualifying as such under Section
8.2(iii)  hereof,  (iii)  Subordinated  Debt, (iv) unsecured  intercompany  Debt
solely and  exclusively  between  the Company and a  Restricted  Subsidiary,  or
between two Restricted Subsidiaries.

     "Senior  Notes"  .means the  Series A Senior  Notes and  Subsequent  Series
Senior Notes

     "Senior Secured Facility" means a Debt facility which is Debt of one of the
Funding Corporations, which satisfies the requirements for the granting of Liens
under Section 8.2(iv) and is secured by auto loans or other consumer receivables
acquired or originated by the Company or a Restricted Subsidiary in the ordinary
course of its consumer finance  business,  and which provides funding to acquire
receivables which are not Receivables Held for Sale, and in all cases is without
any  recourse  to the Company or any other  Subsidiary  of the Company or any of
their  Property;  provided that the obligor on such Debt shall at all times be a
special  purpose  bankruptcy  remote  funding  Subsidiary  with no  creditors or
operations  other than those  necessary to conduct such purpose and which has no
Liens on its assets  (except as required in the  ordinary  course of business to
secure the relevant Senior Secured Facility,  as applicable),  and which, to the
fullest  extent   permitted  by  law,  may  freely  pay  dividends  and  similar
distributions to, and shall pay dividends and other distributions solely to, the
Company or another Restricted Subsidiary.

     "Series A Senior Notes" has the meaning specified in Section 2

     "Settlement Date" means, with respect to the Called Principal of any Series
A Senior Note,  the date on which such Called  Principal (i) is to be prepaid or
purchased at the Make-Whole  Prepayment Price, or (ii) becomes or is declared to
be  immediately  due and  payable  pursuant  to Section  9.1, as the context may
require.

     "Significant  Holder"  means the  original  Holders  of the Series A Senior
Notes with an original  principal  balance of not less than Five Million Dollars
($5,000,000)  and with respect to any  transferee  subsequent  to such  original
Holders,  any other  institutional  investor,  i.e.,  any bank,  trust  company,
finance company,  savings and loan  association or other financial  institution,
any pension plan,  any investment  company,  any insurance  company,  investment
fund,  any broker or  dealer,  or any other  similar  financial  institution  or
entity,  or holding  company or  affiliate  thereof,  regardless  of legal form,
holding 50% or more of the outstanding  principal  amount of the Series A Senior
Notes at any time.

     "Single-Employer   Pension   Plan"   means  a  pension   plan  which  is  a
"single-employer plan" as defined in section 4001 of ERISA.

     "Spread Accounts" means accounts  (including,  without  limitation,  spread
accounts, cash collateral accounts, reimbursement accounts or funding accounts),
as reported on the  Company's  latest  available  consolidated  balance sheet in
accordance  with GAAP,  intended  to protect  Securitization  investors  and any
letter of credit  provider or credit  enhancer  with respect to  Securitizations
against credit losses.

     "Subordinated  Debt"  means  Debt  of the  Company  (i)  issued  under  the
Subordinated  Note  Purchase  Agreement,  or  (ii)  (a)  whose  first  scheduled
principal  payment date  (including  mandatory  prepayments) is at least 92 days
after the maturity  date of the Series A Senior Notes (as such maturity may have
been extended at the time of issuance of such Debt), and (b) is subordinated and
junior in right of payment to the holders of the Series A Senior  Notes,  to the
extent  and in a manner  not less  favorable  to  holders of the Series A Senior
Notes, as the Subordinated  Notes acquired under the Subordinated  Note Purchase
agreement are  subordinated  and junior in right of payment  pursuant to Section
6.1 of the Subordinated Note Purchase  Agreement to the holders of "Senior Debt"
as defined in the Subordinated Note Purchase Agreement.

     "Subordinated  Debt  Documents"  means (i) the  Subordinated  Note Purchase
Agreement,  as in  effect  on  the  date  of  initial  issuance  of  the  senior
subordinated  notes  described  therein,  or (ii) any other  indenture,  note or
agreement governing Subordinated Debt which satisfies the requirements of clause
(ii) of the definition of Subordinated Debt.

     "Subordinated  Note  Purchase  Agreement"  means that certain Note Purchase
Agreement,  dated as of April 3, 1996, among the Company and the note purchasers
named  therein  with  respect  to the  Senior  Subordinated  Notes due 2003,  as
amended, modified and supplemented in accordance with the terms thereof.

     "Subsequent Series Senior Notes" means additional series of senior notes of
the Company (i) in an aggregate principal amount not to exceed $18,000,000, (ii)
issued after the date of this  Agreement  pursuant to note  purchase  agreements
having terms and conditions  (including,  but not limited to,  interest rate and
maturity date) substantially identical to those contained in this Agreement, and
(iii) the  issuance  of which  will not  result in a Default or Event of Default
under this Agreement.

     "Subsequent  Series  Note  Purchase  Agreements"  means  the note  purchase
agreements  entered into in respect of the issuance of Subsequent  Series Senior
Notes having terms and conditions (including,  but not limited to, interest rate
and maturity date) substantially identical to those contained in this Agreement.

     "Subsidiary"  means any  corporation,  trust,  association,  partnership or
other business entity of which more than 50% of the total voting power of shares
of stock or other  interests  entitled  to vote in the  election  of  directors,
managers or  trustees  thereof is at the time owned or  controlled,  directly or
indirectly,  by the  Company  or one or more of the  other  Subsidiaries  of the
Company or a combination thereof.

     "Swaps" means, with respect to any Person, payment obligations with respect
to interest rate swaps,  currency swaps and similar obligations  obligating such
Person  to make  payments,  whether  periodically  or upon  the  happening  of a
contingency.  For the purposes of this  Agreement,  the amount of the obligation
under any Swap shall be the amount  determined in respect  thereof as of the end
of the then most  recently  ended fiscal  quarter of such  Person,  based on the
assumption that such Swap had terminated at the end of such fiscal quarter,  and
in making such  determination,  if any agreement  relating to such Swap provides
for the netting of amounts  payable by and to such Person  thereunder  or if any
such agreement  provides for the simultaneous  payment of amounts by and to such
Person,  then in each such case, the amount of such obligation  shall be the net
amount so determined.

     "Transferee" means any direct or indirect  transferee of all or any part of
any Series A Senior Notes.

     "Warehouse  Facilities"  and "Warehouse  Facility" means Debt of one of the
Funding  Corporations,  which satisfies the  requirements  for granting of Liens
under Section 8.2(iv) and is secured by auto loans or other consumer receivables
acquired or originated by the Company or a Restricted Subsidiary in the ordinary
course of its consumer finance business,  and which provide temporary funding to
acquire  Receivables  Held for Sale, and in all cases is without any recourse to
the Company or any other  Subsidiary  of the  Company or any of their  Property;
provided  that the obligor on such Debt shall at all times be a special  purpose
bankruptcy remote funding  Subsidiary with no creditors or operations other than
those  necessary  to conduct  such  purpose and which has no Liens on its assets
(except as required in the  ordinary  course of business to secure the  relevant
Warehouse  Facility),  and which,  to the fullest  extent  permitted by law, may
freely pay dividends and similar  distributions  to, and shall pay dividends and
other distributions solely to, the Company or another Restricted Subsidiary.

     "Wholly  Owned  Subsidiary"  means a Person of which all of the  issued and
outstanding  shares of stock (other than directors'  qualifying shares as may be
required  by law) or  similar  equity  interests  shall be owned by the  Company
and/or one or more of its Wholly Owned Subsidiaries.

     12.2.  Accounting  Terms.  For purposes of this  Agreement,  all accounting
terms not otherwise  defined herein shall have the meanings  assigned to them in
conformity with GAAP.  Financial statements and other information required to be
delivered by the Company  pursuant to Section 7 shall be prepared in  conformity
with GAAP as in effect at the time of such preparation.

13. JUDICIAL PROCEEDINGS

     13.1. Consent to Jurisdiction.  The Company hereby  irrevocably  submits to
the non-  exclusive  jurisdiction  of any  Indiana  State  court or the  Federal
District  Court for the Southern  District of Indiana  over any suit,  action or
proceeding  arising out of or relating  to this  Agreement,  the Series A Senior
Notes,  the other Credit Documents or the  transactions  contemplated  hereby or
thereby.  To the fullest extent they may effectively do so under applicable law,
the Company  irrevocably waives and agrees not to assert, by way of motion, as a
defense or otherwise,  any claim that it is not subject to the  jurisdiction  of
any such court, any objection that it may now or hereafter have to the laying of
the venue of any such suit,  action or proceeding  brought in any such court and
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

     13.2.  Enforcement of Judgments.  The Company agrees, to the fullest extent
it may  effectively  do so under  applicable  law,  that a judgment in any suit,
action or  proceeding  of the nature  referred to in Section 13.1 brought in any
such court shall be conclusive and binding upon the Company subject to rights of
appeal,  as the case may be,  and may be  enforced  in the  courts of the United
States  of  America  or the  State  of  Indiana  (or  any  other  courts  to the
jurisdiction  of which the  Company  is or may be  subject)  by a suit upon such
judgment.

     13.3.  Waiver of Jury Trial THE COMPANY  HEREBY WAIVES ITS RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING UNDER OR OUT OF THIS
AGREEMENT,  THE SERIES A SENIOR NOTES,  ANY OTHER CREDIT  DOCUMENT OR ANY ISSUES
RELATING  HERETO,   THERETO  OR  TO  THE  SUBJECT  MATTER  OF  THE  TRANSACTIONS
CONTEMPLATED  HEREBY OR  THEREBY.  THE SCOPE OF THIS  WAIVER IS  INTENDED  TO BE
ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT
RELATE TO THE SUBJECT MATTER OF THE TRANSACTIONS  CONTEMPLATED HEREBY, INCLUDING
WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW AND  STATUTORY  CLAIMS.  THE COMPANY,  EACH  PURCHASER AND EACH
OTHER HOLDER  ACKNOWLEDGES  THAT THIS WAIVER IS A MATERIAL  INDUCEMENT  TO ENTER
INTO A  BUSINESS  RELATIONSHIP,  THAT EACH HAS  ALREADY  RELIED ON THE WAIVER IN
ENTERING  INTO OR ACCEPTING  THE BENEFITS OF THIS  AGREEMENT  AND THAT EACH WILL
CONTINUE TO RELY ON THE WAIVER IN THEIR  RELATED  FUTURE  DEALINGS.  THE COMPANY
FURTHER  WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL
COUNSEL,  AND THAT IT  KNOWINGLY  AND  VOLUNTARILY  WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING  CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS IRREVOCABLE,  MEANING
THAT IT MAY NOT BE MODIFIED  EITHER  ORALLY OR IN WRITING,  AND THE WAIVER SHALL
APPLY TO ANY SUBSEQUENT  AMENDMENTS,  RENEWALS,  SUPPLEMENTS OR MODIFICATIONS TO
THIS  AGREEMENT  OR TO ANY  OTHER  DOCUMENTS  OR  AGREEMENTS  RELATING  TO  THIS
AGREEMENT, THE SERIES A SENIOR NOTES OR THE OTHER CREDIT DOCUMENTS. IN THE EVENT
OF LITIGATION,  THIS  AGREEMENT MAY BE FILED AS A WRITTEN  CONSENT TO A TRIAL BY
THE COURT.

     13.4. No  Limitation  on Service or Suit.  Nothing in this Section 13 shall
affect the right of the Purchasers or the Holders to serve process in any manner
permitted by law, or limit any right that the Purchasers or the Holders may have
to bring proceedings against the Company in the courts of any jurisdiction or to
enforce in any lawful  manner a judgment  obtained  in one  jurisdiction  in any
other jurisdiction.

     13.5.  Limitation  of  Liability.   To  the  fullest  extent  permitted  by
applicable  law, the Company agrees that no claim may be made or enforced by the
Company,  any Restricted  Subsidiary or any other Subsidiary or any other Person
against  any  Purchaser,  any  Holder,  the  Required  Holders  or any of  their
respective Affiliates,  directors,  officers, employees, attorneys or agents for
any special, indirect, consequential or punitive damages in respect of any claim
for  breach of  contract  or any other  theory of  liability  arising  out of or
related to the transactions  contemplated by this Agreement, the Series A Senior
Notes or the other Credit Documents,  or any act, omission or event occurring in
connection herewith or therewith;  and the Company (on behalf of itself and each
Restricted  Subsidiary and each other  Subsidiary of the Company) hereby waives,
releases and agrees,  to the fullest extent  permitted by applicable law, not to
sue upon any claim for any such  damages,  whether or not accrued and whether or
not known or suspected to exist in its favor.

14. MISCELLANEOUS

     14.1.  Payments.  The Company  agrees that,  so long as any Series A Senior
Notes remain outstanding, it will make all payments and prepayments of principal
of, premium, if any, and interest on, the Series A Senior Notes that comply with
the terms of this  Agreement.  All such  payments  shall be by wire  transfer of
immediately  available funds for credit to the account or accounts (i) if to any
Purchaser,  as specified in the Purchaser  Schedule attached hereto with respect
to such  Purchaser,  and (ii) if to any  Holder,  as  specified  in the Series A
Senior  Notes held by such  Holder,  or, in any case,  to such other  account or
accounts in the United States as such Purchaser or other Holder may designate to
the Company in writing.  Whenever any payment to be made  hereunder or under any
Series A Senior  Note  shall be stated to be due on a day that is not a Business
Day,  such payment  shall be made on the next  succeeding  Business Day and such
extension  of time  shall be  included  in the  computation  of the  payment  of
interest hereunder or under the Series A Senior Notes.

     14.2. Expenses; Indemnification

          (i)  Fees and Expenses. The Company agrees to pay from time to time on
               demand (a) all reasonable out of pocket fees,  costs and expenses
               incurred by the  Purchasers in connection  with the  preparation,
               negotiation,  and  execution  hereof  (up to a maximum  amount of
               $35,000),   each  Purchaser  in  respect  of  any   modification,
               amendment and enforcement  (whether through  negotiations,  legal
               proceedings  or  otherwise)  of this  Agreement  and the Series A
               Senior Notes being  purchased by the  Purchasers  hereunder,  any
               other Credit Document and the  transactions  contemplated  hereby
               and thereby  and the  fulfillment  or  attempted  fulfillment  of
               conditions hereunder and thereunder and whether or not the Series
               A Senior Notes are purchased,  including,  without limitation (1)
               the reasonable  fees and expenses of counsel for the  Purchasers,
               the Holders and their respective  Affiliates and local or special
               counsel  and/or  any  consultants  who  may be  retained  by said
               counsel  with  respect  thereto and with  respect to advising the
               Purchasers  and the  Holders  as to their  respective  rights and
               responsibilities  under the Credit Documents,  and (2) reasonable
               internal and external  audit,  legal,  due diligence,  valuation,
               consulting,  investigation,  computer costs, and travel expenses,
               filing  fees,  costs  of  monitoring  collateral,   search  fees,
               duplication  costs,  courier  and  postage  fees  and  all  other
               reasonable  out-of-pocket  expenses  of  every  type  and  nature
               related hereto, (b) all taxes incurred by or assessed against any
               Holder  or any of its  Affiliates  (together  in each  case  with
               interest and penalties, if any, and any income tax payable by any
               Holder  or  such  Affiliate  in  respect  of  any   reimbursement
               therefor),  other than income taxes payable as a result of income
               received  in respect of the  Series A Senior  Notes,  that may be
               payable  in  respect  of  the  execution  and  delivery  of  this
               Agreement  or the other  Credit  Documents,  or the  issuance and
               delivery  to, or  purchase  by, any Holder of any Series A Senior
               Notes or the consummation of the transactions contemplated hereby
               and thereby, and (c) all fees, costs and expenses incurred by any
               Holder  in  connection  with  the  enforcement  (whether  through
               negotiations,  legal  proceedings  or  otherwise)  of the  Credit
               Documents and the other  documents to be delivered  hereunder and
               thereunder, including the reasonable fees and expenses of counsel
               to any such Holder  (including  the  allocated  costs of internal
               counsel) and local or special  counsel and/or any consultants who
               may be  retained  by said  counsel  in  connection  with any such
               enforcement  or in connection  with any work-out,  restructuring,
               litigation or bankruptcy or insolvency proceeding.

          (ii) Indemnification. The Company further agrees to defend, indemnify,
               pay  and  hold  harmless  the  Purchasers,  the  Holders  and any
               Transferee  and each of  their  respective  officers,  directors,
               employees,  attorneys,  agents and Affiliates (collectively,  the
               "Indemnitees")  from and against any and all  actions,  causes of
               action, suits and claims of any nature  (collectively,  "Claims")
               and all losses,  liabilities,  damages and  expenses  (including,
               without limitation,  the reasonable fees and expenses of counsel,
               whether or not suit is brought) in connection with any such Claim
               (herein  called the  "Indemnified  Liabilities")  incurred by any
               Indemnitee as a result of, or arising out of, or relating to this
               Agreement,  the Series A Senior Notes, any other Credit Document,
               or, in each case, any other documents,  agreements or instruments
               contemplated   by  or  referred  to  herein  or  therein  or  the
               transactions contemplated hereby or thereby or the enforcement of
               any  of  the  terms  hereof  or  thereof  or of  any  such  other
               documents, agreements or instruments; provided, however, that the
               Company  shall not be liable to any  Indemnitee  for  Indemnified
               Liabilities  consisting of an award of damages  assessed  against
               such  Indemnitee  in a  judicial  proceeding  in  which a  final,
               non-appealable  determination has been made that such damages are
               directly   attributable  to  the  gross   negligence  or  willful
               misconduct of such Indemnitee;  and provided further that, if and
               to the extent such  agreement to indemnify  may be  unenforceable
               for any reason,  the Company shall make the maximum  contribution
               to the  payment  and  satisfaction  of  each  of the  Indemnified
               Liabilities that shall be permissible under applicable law.

          (iii)Survival.  The obligations of the Company under this Section 14.2
               shall  survive  the  transfer  of any  Series A  Senior  Note and
               payment of any Series A Senior Note.

     14.3.  Amendments;  Waivers.  This Agreement may not be changed orally, but
(subject to the provisions of this Section 14.3) only by an agreement in writing
signed by the party against whom enforcement of any waiver, change, modification
or  discharge  is sought.  No term,  covenant,  agreement  or  condition of this
Agreement may be amended or compliance  therewith be waived (either generally or
in a particular  instance and either  retroactively or prospectively)  unless an
identical  amendment  and/or  waiver is obtained  with regard to any  Subsequent
Series Note Purchase Agreements.  Any term, covenant,  agreement or condition of
this Agreement and any Subsequent Series Note Purchase Agreements may be amended
or  compliance  therewith  may be waived  (either  generally  or in a particular
instance and either  retroactively or prospectively),  if the Company shall have
obtained the consent in writing of the Required Holders; provided, however, that
without  the  written  consent of the  holders  of all of the Senior  Notes then
outstanding, no such amendment or waiver shall be effective that (i) extends the
time of payment of the  principal  of or  premium,  if any,  or  interest on any
Senior Note or reduces the principal amount thereof or rate of interest thereon,
(ii) alters any of the  prepayment  provisions  of Section 6, (iii)  changes the
currency in which the Senior Notes are payable or purports to reduce the ranking
of the Senior Notes in right of payment,  or (iv) alters the  provisions of this
section or the definition of "Required Holders" in Section 12. The Company shall
promptly  send copies of any request for  consent,  amendment or waiver (and any
request for any such amendment, consent or waiver) relating to this Agreement or
the  Series A Senior  Notes to each  Holder.  No  waiver  of any right or remedy
hereunder  shall be  effective  unless in writing and then only with the written
concurrence  of the  Required  Holders or all holders of the Senior Notes as set
forth above.  Any such waiver shall be effective  only in the specific  instance
and for the  specific  purpose  for which it was  given.  No  course of  dealing
between  the  Company  and any Holder and no  failure  to  exercise  or delay in
exercising any rights or remedies hereunder or under any Series A Senior Note or
any other Credit Document shall operate as a waiver of any rights or remedies of
any  Holder,  and no single or  partial  exercise  by any Holder of any right or
remedy  under this  Agreement or any other Credit  Document  shall  preclude any
other or further exercise thereof or the exercise of any other right or remedy.

     14.4. Form,  Registration,  Transfer and Exchange of Series A Senior Notes;
Lost Series A Senior Notes. The Series A Senior Notes are issuable as registered
notes only, each without coupons in  denominations  of at least $500,000 and any
larger integral multiple of $100,000;  provided, however, that the Company shall
issue Series A Senior Notes in denominations smaller than $500,000 upon transfer
of any Series A Senior Note in an unpaid principal amount of less than $500,000.
The Company shall keep at its  principal  office a register in which the Company
shall provide for the  registration of Series A Senior Notes and of transfers of
Series A Senior Notes. Upon surrender for registration of transfer of any Series
A Senior Note at the principal office of the Company,  the Company shall, at its
expense, execute and deliver one or more new Series A Senior Notes of like tenor
and of a like aggregate  principal amount,  which Series A Senior Notes shall be
registered in the name of such transferee or  transferees.  At the option of the
Holder of any Series A Senior  Note,  such Series A Senior Note may be exchanged
for Series A Senior Notes of like tenor and of any authorized denominations,  of
a like aggregate principal amount, upon surrender of the Series A Senior Note to
be  exchanged  at the  principal  office of the  Company.  Whenever any Series A
Senior Notes are so surrendered for exchange, the Company shall, at its expense,
execute  and  deliver  the  Series A Senior  Notes  that the  Holder  making the
exchange  is entitled to receive.  Every  Series A Senior Note  surrendered  for
registration  of transfer or exchange shall be duly endorsed,  or be accompanied
by a written instrument of transfer duly executed,  by the Holder of such Series
A Senior Note or such Holder's attorney duly authorized in writing. Any Series A
Senior Note or Series A Senior  Notes issued in exchange for any Series A Senior
Note or upon transfer  thereof shall be dated the date of issuance of the Series
A Senior Notes of the same series  exchanged or transferred  and shall carry the
rights to unpaid interest and interest to accrue that were carried by the Series
A Senior Note so  exchanged  or  transferred,  so that  neither gain nor loss of
interest  shall  result from any such  transfer  or  exchange.  Upon  receipt of
written  notice  from the Holder of any Series A Senior  Note or other  evidence
reasonably  satisfactory  to the  Company  of the loss,  theft,  destruction  or
mutilation of such Series A Senior Note and, in the case of any such loss, theft
or  destruction,  upon receipt of an  unsecured  indemnity to the Company from a
Purchaser,  or a surety bond, or an unsecured indemnity reasonably  satisfactory
to the Company from any other  Holder,  or a surety bond,  or in the case of any
such  mutilation  upon surrender and  cancellation of such Series A Senior Note,
the Company will make and deliver a new Series A Senior Note, of like tenor,  in
lieu of the lost, stolen, destroyed or mutilated Series A Senior Note.

     14.5. Rule 144A  Mechanics.  If any Holder desires to transfer any Series A
Senior Note  pursuant to the exemption  from the  provisions of Section 5 of the
Securities Act afforded by Rule 144A promulgated  thereunder ("Rule 144A"),  the
Company  hereby  agrees to provide  (i) at the  request of such  Holder,  to the
Holder and to any prospective transferee designated in writing to the Company by
such Holder, or (ii) at any such prospective  transferee's request to the Holder
or to the  Company,  the  information  required to satisfy the  requirements  of
paragraph  (d)(4)(i) of Rule 144A (which requirements are incorporated herein by
reference).

     14.6. Persons Deemed Owners;  Participants;  Identity of Holders.  Prior to
due presentment for  registration of transfer,  the Company may treat the Person
in whose name any Series A Senior Note is  registered as the owner and holder of
such Series A Senior Note for the purpose of receiving  payment of principal of,
and  premium,  if any,  and  interest  on, such Series A Senior Note and for all
other  purposes  whatsoever,  whether or not such  Series A Senior Note shall be
overdue,  and the  Company  shall not be  affected  by  notice to the  contrary.
Subject to the  preceding  sentence,  the Holder of any Series A Senior Note may
from  time to time  grant  participations  in all or any  part of such  Series A
Senior Note to any Person on such terms and  conditions  as may be determined by
such Holder in its sole and absolute discretion.

     Upon the request of any Holder,  the Company agrees  immediately to, and in
any event within five (5) Business Days of receipt of such  request,  provide to
such Holder a then current list  identifying all other Holders and their contact
information including name, address and contact person.

14.7. Solicitation; Payment

          (i)  Solicitation.  The Company will provide each Holder of the Series
               A Senior  Notes  (irrespective  of the  amount of Series A Senior
               Notes then owned by it) with sufficient information, sufficiently
               far in advance of the date a decision is required, to enable such
               Holder to make an informed and  considered  decision with respect
               to any proposed amendment, waiver or consent in respect of any of
               the  provisions  hereof  or of the  Series  A Senior  Notes.  The
               Company will deliver  executed or true and correct copies of each
               amendment,  waiver or consent effected pursuant to the provisions
               of this  Section  14.7 to each  Holder  of  outstanding  Series A
               Senior Notes promptly  following the date on which it is executed
               and  delivered  by, or receives  the consent or approval  of, the
               requisite Holders of Series A Senior Notes.

          (ii) Payment.  The Company will not pay any  remuneration,  whether by
               way of supplemental or additional interest, fee or otherwise,  or
               grant any  security,  to any  Holder of Series A Senior  Notes as
               consideration for or as an inducement to the entering into by any
               Holder of Series A Senior Notes of any waiver or amendment of any
               of the terms and provisions  hereof unless such  remuneration  is
               concurrently  paid, or security is concurrently  granted,  on the
               same terms,  ratably to each Holder of Series A Senior Notes then
               outstanding even if such Holder did not consent to such waiver or
               amendment.

     14.8.  Survival of Representations  and Warranties;  Entire Agreement.  All
representations  and  warranties  contained  herein or made in  writing by or on
behalf of the Company in  connection  herewith  shall  survive the execution and
delivery of this  Agreement and the Series A Senior  Notes,  the transfer by any
Holder of any Series A Senior Notes or portion  thereof or interest  therein and
the  payment  of any  Series  A  Senior  Note,  and  may be  relied  upon by any
Transferee  regardless of any investigation  made at any time by or on behalf of
the  Purchasers,  the  Holders  or any  Transferee.  Subject  to  the  preceding
sentence,  this  Agreement,  the  Series A Senior  Notes  and the  other  Credit
Documents  embody the entire  agreement  and  understanding  between the parties
hereto and supersede all prior agreements and  understandings,  if any, relating
to the subject  matter  hereof.  Without  limiting any  provisions  hereof,  the
Company  agrees that it shall continue to perform and comply with its covenants,
obligations and duties  contained  herein until all of the Series A Senior Notes
are paid in full and all amounts payable hereunder are paid in full.

     14.9.  Successors  and  Assigns.  All  covenants  and  agreements  in  this
Agreement  and each other Credit  Document by or on behalf of any of the parties
hereto  shall bind and inure to the  benefit of the  respective  successors  and
assigns of the parties hereto (including,  without  limitation,  any Transferee)
whether  so  expressed  or not;  provided,  however,  that the  Company  may not
transfer or assign any of its rights or obligations  under this Agreement or any
other Credit Document without the prior written consent of all Holders.

     14.10. Disclosure to Other Persons. Without limiting the terms of any other
confidentiality  agreement  that may be in effect from time to time  between the
Company and any Holder,  each Holder agrees to use reasonable efforts to hold in
confidence and not disclose any written  information (other than information (i)
that was  publicly  known or  otherwise  known  to such  Holder,  at the time of
disclosure  (except  pursuant to disclosure in connection with this  Agreement),
(ii) that subsequently becomes publicly known through no act or omission by such
Holder, or (iii) that otherwise becomes known to such Holder, other than through
disclosure by the Company pursuant hereto)  delivered or made available by or on
behalf of the Company or any  Restricted  Subsidiary  to such Holder  (including
without limitation any non-public information obtained pursuant to Section 7) in
connection  with or pursuant to this  Agreement  that is non-public  and clearly
marked or  labeled or  otherwise  designated  in  writing as being  confidential
information;  provided,  however,  that nothing  herein shall prevent any Holder
from delivering copies of any financial statements and other documents delivered
to such Holder,  and disclosing any other information  disclosed to such Holder,
by or on behalf of the Company in connection  with or pursuant to this Agreement
to (a) such Holder's  directors,  officers,  employees,  agents and professional
consultants,  (b) any other Holder of any Series A Senior Notes,  (c) any Person
to  which  such  Holder  offers  to sell any  Series A Senior  Notes or any part
thereof or participation therein, provided such party first agrees in writing to
be bound to the  Company by the terms of this  Section  14.10,  or (d) any other
Person to which such  delivery or  disclosure  may be required (1) in compliance
with any law,  rule,  regulation  or order  applicable  to such  Holder,  (2) in
response to any subpoena or other legal process,  or (3) in connection  with any
litigation to which such Holder is a party.

     14.11.  Notices.  All  communications  provided for  hereunder  shall be in
writing and sent by  telecopier,  certified  or  registered  first class mail or
nationwide  overnight  delivery  service (with charges  prepaid) and (i) if to a
Purchaser,  addressed to it at the address specified for such  communications on
the  Purchaser  Schedule  attached  hereto,  or to such  other  address  as such
Purchaser may have  designated to the Company in writing,  (ii) if to any Holder
of any Series A Senior Notes, addressed to such Holder at the registered address
of such Holder as set forth in the register kept by the Company at its principal
office as provided in Section 14.4, and (iii) if to the Company, addressed to it
at 250 North Shadeland Avenue,  Indianapolis,  Indiana 46219 (telecopier number:
(317) 231-6469) Attention: Mr. Rick Brown, or to such other address for purposes
hereof as the Company may have designated in writing to each Holder (such notice
being effective on receipt).

     14.12.  Descriptive  Headings.  Descriptive  headings  of  sections of this
Agreement are for  convenience of reference only and do not constitute a part of
this Agreement.

     14.13.  Satisfaction  Requirement.  If any agreement,  certificate or other
writing,  or any action taken or to be taken,  is by the terms of this Agreement
required to be satisfactory to any party, the  determination of by such party of
such  satisfaction  shall be made by such party in its own independent  judgment
exercised  in good  faith  and  without  regard  to  what  others  may  consider
reasonable unless a different standard is provided in any specific instance.

     14.14.  Independence of Covenants.  All covenants  hereunder shall be given
independent effect.

     14.15.  Severability.  In case any  provision in or  obligation  under this
Agreement shall be invalid,  illegal or unenforceable in any  jurisdiction,  the
validity,   legality  and   enforceability   of  the  remaining   provisions  or
obligations, or of such provision or obligation in any other jurisdiction, shall
not in any way be affected or impaired thereby.

     14.16.  Governing Law THIS AGREEMENT AND THE SERIES A SENIOR NOTES SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE  WITH,  AND THE RIGHTS OF THE PARTIES SHALL
BE GOVERNED BY, THE  INTERNAL  LAWS OF THE STATE OF INDIANA,  WITHOUT  REGARD TO
PRINCIPLES OF CONFLICTS OF LAW.

     14.17. Counterparts.  This Agreement and any amendments, waivers, consents,
or   supplements   hereto  or  hereunder  may  be  executed  in  any  number  of
counterparts,   and  by  different   parties   hereto  or  thereto  in  separate
counterparts,  each of which when so executed and  delivered  shall be deemed an
original,  but all such  counterparts  together shall constitute but one and the
same  instrument.  This Agreement shall become  effective upon the execution and
delivery of a counterpart  hereof by each of the parties  hereto.  Any Purchaser
may deliver its  counterpart  signature page hereto by telecopy,  which delivery
shall be binding on such Purchaser, and provided further that any such Purchaser
shall  promptly  provide the Company or its counsel with an adequate  number (as
determined by the such counsel) of originally executed signature pages hereto.


<PAGE>

     IN WITNESS  WHEREOF,  the parties  hereto  have  caused this Note  Purchase
Agreement to be duly executed and delivered by their  respective duly authorized
officers.

                                    UNION ACCEPTANCE CORPORATION


                                    By:     /s/ Melanie S. Otto
                                            ------------------------------------
                                    Name:   Melanie S. Otto
                                    Title:  Senior Vice President



                                    THE NOTE PURCHASERS:

                                    RDV AUTO, LLC

                                    By:     RDV Corporation, its manager


                                    By:     /s/ Robert H. Schierbeek
                                            ------------------------------------
                                    Name:   Robert H. Schierbeek
                                    Title:  Treasurer



                                    THE PETER C. COOK TRUST



                                    By:     /s/ Peter C. Cook
                                            ------------------------------------
                                    Name:   Peter C. Cook
                                    Title:  Trustee