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                      FIRST AMENDMENT TO LOAN AGREEMENT AND
                  CONFIRMATION OF PLEDGE AND SECURITY AGREEMENT

         THIS FIRST AMENDMENT TO AMENDED AND RESTATED RESIDUAL INTEREST IN
SECURITIZED ASSETS REVOLVING CREDIT AND TERM LOAN AGREEMENT (this "Amendment")
is dated as of June 29, 1999, by and among Onyx Acceptance Corporation, a
California corporation (the "Company"), and State Street Bank and Trust Company
("State Street"), BankBoston N.A. ("BankBoston") and The Travelers Insurance
Company ("Travelers"). State Street, BankBoston and Travelers are sometimes
herein collectively referred to as the "Lenders" and each individually a
"Lender". State Street in its capacity as agent for the Lenders hereunder is
sometimes herein referred to as the "Agent". This Amendment amends certain
provisions of (i) that certain Amended and Restated Residual Interest in
Securitized Assets Revolving Credit and Term Loan Agreement dated as of June 12,
1998 by and among the Company, the Lenders and the Agent (as amended by and
through the date of this First Amendment, the "Loan Agreement") and (ii) that
certain Amended and Restated Pledge and Security Agreement dated June 12, 1998
by and between the Company, the Lenders and the Agent (the "Pledge Agreement").
Capitalized terms used herein and not otherwise defined shall have the same
meanings herein as in the Loan Agreement.

                                   BACKGROUND

         The Company and the Lenders have agreed to add Onyx Acceptance Grantor
Trust 1997-4 ("OAGT-1997-4"), Onyx Acceptance Owner Trust 1998-A ("OAOT 1998-A")
and Onyx Acceptance Owner Trust 1998-C ("OAOT 1998-C") as Eligible
Securitization Transactions, as such term is used in the Loan Agreement, for the
purpose of enabling the Company to include OAGT 1997-4, OAOT 1998-A and OAOT
1998-C in the Borrowing Base and thereby add to availability thereunder and to
delete OAGT 1995-1 from the Borrowing Base, subject to the terms and conditions
set forth below.

         For good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company, the Agent, and the Lenders hereby
agree as follows:

         1. Amendments to Loan Agreement.

         (a) Section 1.2(a) of the Loan Agreement (Establishment of Line of
Credit) is amended by (i) adding "OAGT 1997-4, OAOT 1998-A and OAOT 1998-C" to
and (ii) deleting "OAGT 1995-1" from, the list of Eligible Securitization
Transactions that are included in the Borrowing Base.


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         (b) Section 1.9(d) of the Loan Agreement (Security) is amended by
inserting "OAGT 1997-4, OAOT 1998-A and OAOT 1998-C" to the lists of Pledged
Certificates and Spread Account Trust Agreements, as applicable, appearing
therein.

         (c) (i) Section 9 of the Loan Agreement (Definitions) is amended by
inserting the date March 2, 1998 in the definition of BayView Loan Sale
Agreement.

             (ii) Section 9 of the Loan Agreement is further amended by adding
"Onyx Acceptance Grantor Trust 1997-4, Onyx Acceptance Owner Trust 1998-A, and
Onyx Acceptance Owner Trust 1998-C" to the definition of "Eligible
Securitization Transactions".

             (iii) Section 9 of the Loan Agreement is further amended by adding
"1997-4 Spread Account Trust" to the definition of Spread Account Trust(s)
appearing therein.

         2. Amendments to Amended and Restated Pledge and Security Agreement
("Pledge Agreement").

         (a) Section 2 of the Pledge Agreement (Security Interest) is hereby
amended by adding "Onyx Acceptance Grantor Trust 1997-4 (OAGT 1997-4), Onyx
Acceptance Owner Trust 1998-A (OAOT 1998-A) and Onyx Acceptance Owner Trust
1998-C (OAOT 1998-C)" to the list of securitization transactions appearing in
paragraph (B) thereof.

         (b) Section 2 of the Pledge Agreement is further amended by inserting
"OAGT 1997-4, OAOT 1998-A and OAOT 1998-C" in the definition of Pledged
Certificates appearing therein.

         (c) Section 2 of the Pledge Agreement is further amended by adding the
following to the definition of "Excluded Assets" appearing therein:

                  "Excluded Assets shall also include Account No. 21217
         maintained by Bankers Trust Company, 4 Albany Street, New York, New
         York 10006 and entitled "1996-3 Spread Account Trust pursuant to the
         1996-3 Spread Account Trust Agreement dated as of September 17, 1996
         between Onyx Acceptance Financial Corporation, as Depositor, and
         Bankers Trust [Delaware] as Trustee, subject to security interest of
         Capital Markets Assurance Corporation"; Account No. 21879 maintained by
         Bankers Trust Company, 4 Albany Street, New York, New York 10006 and
         entitled "1996-4 Spread Account Trust pursuant to the 1996-4 Spread
         Account Trust Agreement dated as of December 23, 1996 between Onyx
         Acceptance Financial Corporation, as Depositor, and Bankers Trust
         [Delaware] as Trustee, subject to security interest of Capital Markets
         Assurance Corporation"; and Account No. 24609 maintained by Bankers
         Trust Company, 4 Albany Street, New York, New York 10006 and entitled
         "1997-4 Spread


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         Account Trust pursuant to the 1997-4 Spread Account Trust Agreement
         dated as of December 12, 1997 between Onyx Acceptance Financial
         Corporation, as Depositor, and Bankers Trust [Delaware] as Trustee,
         subject to security interest of Capital Markets Assurance
         Corporation"".

         (d) Section 2 of the Pledge Agreement is further amended by adding the
number "25303" in the blank appearing in the reference to the account maintained
by Bankers Trust Company for the 1998-1 Spread Account Trust appearing in the
definition of Excluded Assets therein.

         3. Amendment to Schedules to Pledge Agreement.

         Schedule II to the Pledge Agreement is hereby amended by adding the
entries "Limited Beneficial Certificate issued under Onyx Acceptance Grantor
Trust 1997-4, and Residual Interest Certificates issued under Onyx Acceptance
Owner Trust 1998-A, and Onyx Acceptance Owner Trust 1998-C" thereto.

         4. Confirmation of Representations and Warranties in Loan Agreement and
Security Documents.

         The Company, by execution of this Amendment, certifies to the Agent and
each of the Lenders that each of the representations and warranties set forth in
the Loan Agreement, the Security Documents and the other Loan Documents and the
schedules to each of the Loan Documents are true and correct as of the date
hereof, except to the extent such representations and warranties or schedules
expressly relate to an earlier date, and except with respect to non-material
changes made to the warehouse facility sections described in Schedule 3.28 which
have been previously reviewed with the Agent, as if fully set forth in this
Amendment and that, as of the date hereof, no Default or Event of Default has
occurred and is continuing under the Loan Agreement, any other Loan Document or
any Eligible Securitization Transaction Document. The Company acknowledges and
agrees that this Amendment shall become a part of the Loan Agreement and shall
be a Loan Document.

         5. Conditions Precedent.

         Prior to or concurrently with the execution by the Agent and the
Lenders of this Amendment, and as a condition to the obligation of the Lenders
to make Loans for the account of the Company in respect of availability
generated by OAGT 1997-4, OAOT 1998-A and OAOT 1998-C on and after the date
hereof:

         (a) The Company shall have delivered to the Agent all Required
Information with respect to OAGT 1997-4, OAOT 1998-A and OAOT 1998-C;


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         (b) The Company shall have delivered to the Agent copies of irrevocable
payment directives from the Company to the OAGT 1997-4 spread account trustee,
the OAOT 1998-A owner trustee and the OAOT 1998-C owner trustee directing such
trustees to release proceeds relating to the applicable account solely to the
Blocked Account;

         (c) The Company shall have delivered to the Agent, to be held by the
Agent as a Pledged Certificate under the Pledge Agreement, the (i) Spread
Account Trust 1997-4 Limited Beneficial Certificate, (ii) the 1998-A Residual
Interest Certificate, and (iii) the 1998-C Residual Interest Certificate issued
to the Company in connection therewith, together with duly executed certificate
assignments relating thereto, and copies of the authentication order executed by
Onyx Acceptance Funding Corporation or Onyx Acceptance Financial Corporation (as
applicable), if any, in connection therewith;

         (d) The Company shall have obtained a written agreement from Merrill
Lynch pursuant to which Merrill Lynch agrees to promptly file UCC termination
statements relating to its security interest in OAGT 1997-4 following the
release of OAGT 1997-4 from Merrill Lynch=s residual financing facility;

         (e) The Company shall have delivered executed UCC amendments reflecting
the addition of OAGT 1997-4, OAOT 1998-A and OAOT 1998-C as Eligible
Securitization Transactions; and

         (f) The Company shall deliver to the Agent such other instruments,
certificates or documents as the Lenders may reasonably request, each of which
shall be in form and substance satisfactory to the Agent and the Lenders for the
purposes of implementing or effectuating the provisions of the Loan Agreement,
as amended hereby.

         6. Conditions to Lending; Compliance with Loan Documents, etc.

         The Company hereby represents and warrants to the Agent and the Lenders
that all of the conditions precedent to lending specified in Section 4 of the
Loan Agreement have been and continue to be satisfied as of the date hereof.
Without limiting the generality of the foregoing, the Company hereby confirms
that (a) the Company is in compliance with all of the terms and provisions set
forth in the Loan Agreement, the Security Documents and each of the other Loan
Documents, as amended hereby, on its part to be observed or performed on or
prior to the date hereof; (b) without limiting the foregoing, no Default or
Event of Default has occurred and is continuing; and (c) since December 31, 1998
there has been no material adverse change in the assets or liabilities or in the
financial or other condition of the Company.


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         7. Confirmation of Security Documents; Counterparts; Governing Law.

         Except to the extent specifically amended hereby, the Loan Agreement,
each of the Security Documents and all other Loan Documents shall be unaffected
hereby and shall remain in full force and effect. This Amendment may be executed
in any number of counterparts, and by the different parties on separate
counterparts, each of which, when so executed and delivered, shall be an
original, but all the counterparts shall together constitute one instrument.
This Amendment shall be governed by the internal laws of The Commonwealth of
Massachusetts (without reference to conflicts of law principles) and shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns. The Company shall pay all reasonable out-of-pocket
expenses of the Agent in connection with the preparation, execution and delivery
of this Amendment.


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         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
a sealed instrument as of the day of June, 1999.

                                     ONYX ACCEPTANCE CORPORATION


                                     By:
                                        ----------------------------------------
                                                                         (Title)

                                     STATE STREET BANK AND TRUST COMPANY,
                                     INDIVIDUALLY AND AS AGENT


                                     By:
                                        ----------------------------------------
                                                                         (Title)

                                     BANKBOSTON N.A.


                                     By:
                                        ----------------------------------------
                                                                         (Title)

                                     THE TRAVELERS INSURANCE COMPANY


                                     By:
                                        ----------------------------------------
                                                                         (Title)


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