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                                  EXHIBIT 10.63

                                 THIRD AMENDMENT
                                       TO
                          SUBORDINATED CERTIFICATE AND
                         NET INTEREST MARGIN CERTIFICATE
                          FINANCING FACILITY AGREEMENT

         This THIRD AMENDMENT TO THE SUBORDINATED CERTIFICATE AND NET INTEREST
MARGIN CERTIFICATE FINANCING FACILITY AGREEMENT (this "Amendment"), dated as of
January 31, 1997, by and among CARGILL FINANCIAL SERVICES CORPORATION, a
Delaware corporation, (the "Lender"), OFL-A RECEIVABLES CORP., a Delaware
corporation and a direct, wholly-owned subsidiary of ACC Consumer Finance
Corporation (as successor to American Credit Corporation) (the "Borrower"), and
NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as
paying agent (the "Paying Agent"), amends that certain Subordinated Certificate
and Net Interest Margin Certificate Financing Facility Agreement, dated as of
September 1, 1995, by and among the Lender, the Borrower, and the Paying Agent,
as amended by the First Amendment dated as of March 31, 1996 and the Second
Amendment dated as of August 30, 1996 (collectively, the "SNIM Agreement").

         WHEREAS, the parties hereto desire to amend the SNIM Facility in
certain respects.

         NOW, THEREFORE, in consideration of the mutual agreements herein
contained, the parties agree as follows:

1.       AMENDMENTS TO SECTION 1.

         (a) The definition of "Annual Commitment Fee" is hereby amended in its
entirety to read as follows:

               "Annual Commitment Fee" means $100,000 per annum, payable in
               accordance with Section 7(c) hereof."

         (b) The definition of "Collateral Event" is hereby amended in its
entirety to read as follows:

               "Collateral Event" means, with respect to any Eligible Contracts
               financed under the Repurchase Facility or any Eligible Contract
               Pool, the occurrence of any of the following events during any
               Monthly Period: (a) a trailing three-month annualized net
               charge-off rate equal to or greater than ten 


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             percent (10.00%), (b) a trailing six-month annualized net
             charge-off rate equal to or greater than nine percent (9.00%), (c)
             a trailing three-month delinquency rate equal to or greater than
             nine percent (9.00%), (d) a trailing six-month delinquency rate
             equal to or greater than eight percent (8.00%), (e) a trailing
             three-month annualized repossession rate equal to or greater than
             eighteen percent (18.00%), or (f) a trailing six month annualized
             repossession rate equal to or greater than seventeen percent
             (17.00%).

         (c) The definition of "Financing Facility Maximum Amount" is hereby
amended in its entirety to read as follows:

             "Financing Facility Maximum Amount" means the lesser of (a) the sum
             of Aggregate Borrowing Base and accrued and unpaid Commitment Fees,
             Paying Agent Fees and other fees or expenses owing to the Lender
             hereunder, and (b) $10,000,000.

2.       AMENDMENT TO SECTION 2.

         (a) Section 2(a)(xv) is hereby amended in its entirety to read as
follows:

             (xv) After the making of such Advance, each of the following tests
             shall be satisfied: (A) the Aggregate Facility Balance shall not
             exceed $10,000,000, and (B) the Aggregate Facility Balance shall
             not equal or exceed the Aggregate Borrowing Base;

3.       AMENDMENT TO SECTION 7(c)

         (a) Section 7(c) is hereby amended in its entirety to read as follows:

             (c) Until the later of the Advance Termination Date and the date
             upon which the Aggregate Facility Balance shall have been reduced
             to zero (after giving effect to the application of the deemed Cash
             Receipt pursuant to the next sentence), the Borrower shall pay to
             the Lender the Annual Commitment Fee as follows: $25,000 on the
             last day of each calendar quarter, beginning with March 31, 1997.
             Notwithstanding the above, if the Borrower's obligation to pay the
             Annual Commitment Fee terminates in accordance with the preceding
             sentence on any day (other than the last day of a calendar quarter,
             in which case, no $25,000 payment shall be required), then that
             portion of the Annual Commitment Fee paid by the Borrower but not
             earned by the Lender (based upon the actual number of days
             remaining in such quarter divided by the actual number of days in
             such quarter) shall be deemed to be a Cash Receipt and applied
             against the Aggregate Facility Balance in accordance with Section
             2(g) hereof.



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4. MISCELLANEOUS. All provisions of the SNIM Agreement, other than those
expressly amended by this Amendment, shall remain in full force and effect. This
Amendment may be executed in any number of counterparts, each of which when so
delivered shall be deemed an original, but all such counterparts shall
constitute but one and the same instrument.

         IN WITNESS WHEREOF, each of the parties hereto has caused this
Amendment to be executed and delivered by its duly authorized officer on the
date first set forth above.

                                   The "Lender":

                                   CARGILL FINANCIAL SERVICES 
                                   CORPORATION, 
                                   a Delaware corporation


                                   By:  /s/ Jeffrey A. Z. Hilligoss
                                      -----------------------------
                                        Jeffrey A.Z. Hilligoss
                                        Vice President


                                   The "Borrower":

                                   OFL-A RECEIVABLES CORP.,
                                   a Delaware corporation


                                   By:  /s/ Rocco J. Fabiano
                                      -----------------------------
                                        Rocco J. Fabiano
                                        Director


                                   The "Paying Agent":

                                   NORWEST BANK MINNESOTA, 
                                   NATIONAL ASSOCIATION,
                                   a national banking association


                                   By:  /s/ Bruce Wandersee
                                      -------------------------
                                        Bruce Wandersee
                                        Corporate Trust Officer




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Acknowledgment:

         ACC Consumer Finance Corporation, a Delaware corporation, and successor
by merger of American Credit Corporation, hereby consents to the foregoing
amendments to the SNIM Agreement and confirms that its ACC Limited Guarantee
dated as of September 1, 1995, issued in favor of Lender applies to the SNIM
Agreement, as amended by the foregoing Third Amendment dated as of January 31,
1997.

                                       ACC CONSUMER FINANCE 
                                       CORPORATION,
                                       a Delaware corporation






                                       By:  /s/ Rocco J. Fabiano
                                          ---------------------------
                                            Rocco J. Fabiano
                                            Chairman of the Board and
                                            Chief Executive Officer


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