<PAGE>   1
                                                                   EXHIBIT 10.13


                                                                  EXECUTION COPY


                           FRANKLIN AUTO TRUST 2000-1

                 $76,000,000 7.02% CLASS A-1 ASSET BACKED NOTES
                 $47,002,000 7.25% CLASS A-2 ASSET BACKED NOTES


                            Franklin Receivables LLC
                                    (SELLER)

                             UNDERWRITING AGREEMENT
                                                                  March 17, 2000
Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004

Ladies and Gentlemen:

                 1.       Introductory.  FCC Receivables Corp. and Franklin
Receivables LLC (together, the "Registrants") have previously filed a
registration statement with the Securities and Exchange Commission relating to
the issuance and sale from time to time of up to $500,000,000 of asset backed
notes and/or asset backed certificates. Franklin Receivables LLC (the "Seller")
proposes to cause FRANKLIN AUTO TRUST 2000-1 (the "Trust") to issue and sell to
Goldman, Sachs & Co. (the "Underwriter") $76,000,000 principal amount of its
7.02% Class A-1 Asset Backed Notes (the "Class A-1 Notes") and $47,002,000
principal amount of its 7.25% Class A-2 Asset Backed Notes (the "Class A-2
Notes" and together with the Class A-1 Notes, the "Notes").  The Trust will
also issue Certificates (the "Certificates" and together with the Notes, the
"Securities") which will be retained by the Seller.  The assets of the Trust
will include, among other things, a pool of prime, non-prime and sub-prime
motor vehicle retail installment sale contracts (the "Receivables") secured by
new and used automobiles and light trucks financed thereby (the "Financed
Vehicles"), and certain monies received thereunder on or after March 1, 2000
(the "Cutoff Date"), and the other property and the proceeds thereof to be
conveyed to the Trust pursuant to the Sale and Servicing Agreement to be dated
as of March 1, 2000 (the "Sale and Servicing Agreement") among Franklin Auto
Trust 2000-1 (the "Trust"), the Seller, Franklin Capital Corporation ("Franklin
Capital"), as servicer (the "Servicer") and Franklin Resources, Inc. ("Franklin
Resources").  Pursuant to the Sale and Servicing Agreement, the Seller will
sell the Receivables to the Trust and the Servicer will service the Receivables
on behalf of the Trust.  In addition, pursuant to the Sale and Servicing
Agreement, the Servicer will agree to perform certain administrative tasks on
behalf of the Trust imposed on the Trust under the Indenture.  The Notes will
be issued pursuant to the Indenture to be dated as of March 1, 2000 (as amended
and supplemented from time to time, the "Indenture"), between the Trust and The
Chase Manhattan





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Bank (the "Trustee").  The Seller will form the Trust pursuant to a Trust
Agreement (the "Trust Agreement") to be dated as of March 1, 2000 between the
Seller and Bankers Trust (Delaware), as owner trustee (the "Owner Trustee").
The Certificates, each representing a fractional undivided interest in the
Trust, will be issued pursuant to the Trust Agreement.

                 The Receivables were originated or acquired by Franklin
Capital.  Franklin Capital will sell the Receivables owned by it to the Seller
pursuant to the terms of the Purchase Agreement (the "Loan Purchase Agreement")
dated as of March 1, 2000 between the Seller and Franklin Capital.

                 Capitalized terms used and not otherwise defined herein shall
have the meanings given them in the preliminary prospectus or, if not defined
therein, as defined in the Sale and Servicing Agreement.  As used herein, the
term "Basic Documents" refers to the Sale and Servicing Agreement, Indenture,
Trust Agreement, Spread Account Agreement, Loan Purchase Agreement, the letter
agreement in the form of Exhibit A hereto (the "Letter Agreement"), Insurance
and Indemnity Agreement, Indemnification Agreement and Note Depository
Agreement.

                 2.       Representations and Warranties of the Registrants and
Franklin Capital.   Each of the Seller and Franklin Capital jointly and
severally and Franklin Receivables LLC with respect to the representations and
warranties appearing in clauses (a), (b), (d), (e) and (f) represents and
warrants to and agrees with the Underwriter that:

                 (a)      A registration statement on Form S-3 (No. 333-56869),
including a prospectus, relating to the Notes has been filed with the
Securities and Exchange Commission (the "Commission") and has become effective.
Such registration statement, as amended as of the date of the Agreement is
hereinafter referred to as the "Registration Statement," and the prospectus
included in such Registration Statement, as supplemented to reflect the terms
of the Notes as first filed with the Commission after the date of this
Agreement pursuant to and in accordance with Rule 424(b) ("Rule 424(b)") under
the Securities Act of 1933, as amended (the "Act"), including all material
incorporated by reference therein, is hereinafter referred to as the
"Prospectus;" a "preliminary prospectus" means any form of prospectus,
including any prospectus supplement, relating to the Notes used prior to date
of this Agreement that is subject to completion; the "Base Prospectus" means
the base prospectus dated March 14, 2000 included in the Prospectus; the
"Prospectus Supplement" means the prospectus supplement dated the date hereof
included in the Prospectus .

                 (b)      On the effective date of the registration statement
relating to the Notes, such registration statement conformed in all respects to
the requirements of the Act and the rules and regulations of the Commission
promulgated under the Act (the "Rules and Regulations") and did not include any
untrue statement of a material fact or omit to state any material fact required
to be stated therein or necessary to make the statements therein not
misleading, and on the date of this Agreement the Registration Statement and
the preliminary prospectus conform, and at the time of the filing of the
Prospectus in accordance with Rule 424(b), the Registration Statement and the
Prospectus will conform in all respects to the requirements of the Act and the
Rules and





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Regulations, and neither of such documents includes or will include any untrue
statement of a material fact or omits or will omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading.  The preceding sentence does not apply to statements in or
omissions from such documents based upon (i) written information furnished to
the Seller by the Underwriter specifically for use therein, it being understood
that the only such information consists of the Underwriter's Information (as
defined in Section 7(f)) or (ii) the information set forth in the Prospectus
under the caption "The Insurer."

                 (c)      The Notes are "asset backed securities" within the
meaning of, and satisfy the requirements for use of, Form S-3 under the Act.

                 (d)      The documents incorporated by reference in the
Registration Statement and Prospectus, at the time they were or hereafter are
filed with the Commission, complied and will comply in all material respects
with the requirements of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and the rules and regulations of the Commission thereunder.

                 (e)      Each of the Registrants, Franklin Capital and
Franklin Resources is a corporation or limited liability company, as
applicable, duly organized, validly existing and in good standing under the
laws of its respective state of incorporation or formation, as applicable, is
duly qualified to transact business as a foreign corporation or limited
liability company, as applicable, in each jurisdiction in which it is required
to be so qualified and has all necessary licenses, permits and consents to
conduct its business as presently conducted and as described in the Prospectus
and to perform its obligations under the Basic Documents.

                 (f)      This Agreement and each of the Basic Documents to
which it is a party has been duly authorized, executed and delivered by the
Registrants, Franklin Capital and Franklin Resources, constitutes a valid and
binding agreement of each of the Registrants, Franklin Capital and Franklin
Resources, enforceable against the Registrants, Franklin Capital and Franklin
Resources in accordance with its terms, subject as to the enforcement of
remedies (x) to applicable bankruptcy, insolvency, reorganization, moratorium,
and other similar laws affecting creditors' rights generally, (y) to general
principles of equity (regardless of and whether the enforcement of such
remedies is considered in a proceeding in equity or at law) and (z) with
respect to rights of indemnity under this Agreement, the Letter Agreement and
the Indemnification Agreement, to limitations of public policy under applicable
securities laws.

                 (g)      None of the Seller, Franklin Capital or Franklin
Resources is in breach or violation of any credit or security agreement or
other agreement or instrument to which it is a party or by which it or its
properties may be bound, or in violation of any applicable law, statute,
regulation or ordinance or any governmental body having jurisdiction over it,
which breach or violation would have a material and adverse effect on its
ability to perform its obligations under this Agreement or any of the Basic
Documents, in each case, to which it is a party.

                 (h)      Other than as contemplated by this Agreement or as
disclosed in the Prospectus, there is no broker, finder or other party that is
entitled to receive from the Seller,





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Franklin Capital or any affiliate thereof or the Underwriter, any brokerage or
finder's fee or other fee or commission as a result of any of the transactions
contemplated by this Agreement.

                 (i)      Neither Franklin Capital nor the Seller has entered
into, nor will it enter into, any contractual arrangement with respect to the
distribution of the Notes, except for this Agreement.

                 (j)      The Trust is not an "investment company" and is not
required to be registered as an "investment company," as such term is defined
in the Investment Company Act of 1940, as amended (the "Investment Company
Act").

                 (k)      As of the Closing Date (as defined below), the
representations and warranties of the Seller, Franklin Capital and Franklin
Resources, in each of its capacities under each of the Basic Documents, to
which it is a party will be true and correct in all material respects and each
such representation and warranty is so incorporated herein by this reference.

                 (l)      The Seller has filed the preliminary prospectus
supplement relating to the Notes pursuant to and in accordance with Rule
424(b).

                 (m)      On or before the Closing Date, the Basic Documents
will have been duly authorized, executed and delivered by each of the parties
thereto.

                 (n)      The Certificates, when duly and validly executed by
the Owner Trustee, authenticated and delivered in accordance with the Trust
Agreement, and delivered to and paid for pursuant hereto will be validly issued
and outstanding and entitled to the benefits of the Trust Agreement.

                 (o)      The Trust's assignment of the Collateral to the
Trustee pursuant to the Indenture will vest in the Trustee, for the benefit of
the Noteholders, a first priority perfected security interest therein, subject
to no other outstanding Lien.

                 (p)      The Notes, when duly and validly executed by the
Trustee, authenticated and delivered in accordance with the Indenture, and
delivered and paid for pursuant hereto will be enforceable in accordance with
their terms, subject as to enforceability to the effects of applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and
similar laws now or hereafter in effect relating to creditors' rights generally
and subject to general principles of equity (whether in a proceeding at law or
in equity).

                 (q)      Neither the execution, delivery or performance of any
of the Basic Documents by the Seller, or Franklin Capital, nor the issuance,
sale and delivery of the Notes or Certificates, nor the fulfillment of the
terms of the Notes or Certificates, will conflict with, or result in a breach,
violation or acceleration of, or constitute a default under, any term or
provision of the organizational documents of the Seller, or Franklin Capital,
any material indenture or other material agreement or instrument to which the
Seller, or Franklin Capital is a party or by which either of them or their
properties is bound or result in a violation of or contravene the terms of





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any statute, order or regulation applicable to the Seller, or Franklin Capital
of any court, regulatory body, administrative agency, governmental body or
arbitrator having jurisdiction over the Seller, or Franklin Capital, or will
result in the creation of any lien upon any material property or assets of the
Seller, or Franklin Capital (other than pursuant to the Basic Documents).

                 (r)      There are no legal or governmental proceedings
pending to which the Seller, Franklin Capital or Franklin Resources is a party
or of which any of its properties is the subject, which if determined adversely
to the Seller, Franklin Capital or Franklin Resources would individually or in
the aggregate have a material adverse effect on the financial position,
shareholders' equity or results of operations of any of them; and to the best
of the Seller's, Franklin Capital's or Franklin Resources' knowledge, no such
proceedings are threatened or contemplated by governmental authorities or
others.

                 (s)      No consent, license, approval, authorization or order
of or declaration or filing with any governmental authority is required for the
issuance of the Notes and Certificates or sale of the Notes or the consummation
of the other transactions contemplated by this Agreement or the Basic
Documents, except such as have been duly made or obtained.

                 (t)      Since the respective dates as of which information is
given in the Registration Statement and the Prospectus, there has not been any
material adverse change, or any development which could reasonably be expected
to result in a material adverse change, in or affecting the financial position,
shareholders' equity or results of operations of the Seller, Franklin Capital
or Franklin Resources, or the Seller's, Franklin Capital's or Franklin
Resources' ability to perform its obligations under this Agreement or any of
the Basic Documents to which it is a party.

                 (u)      Any taxes, fees and other governmental charges due on
or prior to the Closing Date (including, without limitation, sales taxes) in
connection with the execution, delivery and issuance of this Agreement, the
Basic Documents and the Securities have been or will have been paid at or prior
to the Closing Date.

                 (v)      The Receivables transferred by Franklin Capital to
the Seller are chattel paper as defined in the Uniform Commercial Code as in
effect in the State of Utah.  The Receivables transferred by the Seller to the
Trust are chattel paper as defined in the Uniform Commercial Code as in effect
in the State of Utah.

                 (w)      Under generally accepted accounting principles, (i)
Franklin Capital will report its transfer of the Receivables transferred by it
to the Seller pursuant to the Loan Purchase Agreement and (ii) the Seller will
report its transfer of the Receivables to the Trustee pursuant to the Sale and
Servicing Agreement as a sale of the Receivables for financial accounting
purposes.

                 (x)      Immediately prior to the transfer thereof to the
Seller pursuant to the Loan Purchase Agreement, Franklin Capital is the sole
owner of all right, title and interest in, and has good and marketable title to
the Receivables and the other property to be transferred to the Seller.
Franklin Capital, pursuant to the Loan Purchase Agreement, is transferring to
the Seller





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ownership of the Receivables, the security interest in the Financed Vehicles
securing the Receivables and the proceeds of each of the foregoing, and,
immediately prior to the transfer thereof to the Trust, the Seller will be the
sole owner of all right, title and interest in, and will have good and
marketable title to, the Receivables and the other property to be transferred
by it to the Trust.  The assignment of the Receivables, all documents and
instruments relating thereto and all proceeds thereof to the Trust, pursuant to
the Loan Purchase Agreement and the Sale and Servicing Agreement, vests in the
Trust all interests which are purported to be conveyed thereby, free and clear
of any liens, security interests or encumbrances.

                 (y)      Immediately prior to the transfer of the Receivables
to the Seller, Franklin Capital's interest in the Receivables and the proceeds
thereof shall be perfected upon the filing of UCC-1 financing statements (the
"Financing Statements") in the offices specified in Schedule I and there shall
be no unreleased statements affecting the Receivables filed in such offices
other than the Financing Statements.  If a court concludes that the transfer of
the Receivables from Franklin Capital to the Seller is a sale, the interest of
the Seller in the Receivables and the proceeds thereof will be perfected upon
the filing of the Financing Statements in the office of the Secretary of State
of the State of Utah.  If a court concludes that such transfer is not a sale,
the Loan Purchase Agreement and the transactions contemplated thereby
constitute a grant by Franklin Capital to the Seller of a valid security
interest in the Receivables and the proceeds thereof, which security interest
will be perfected upon the filing of the Financing Statements in the office of
the Secretary of State of the State of Utah.  No filing or other action, other
than the filing of the Financing Statements in the office of the Secretary of
State of the State of Utah referred to above, is necessary to perfect and
maintain the interest or the security interest of the Seller in the Receivables
and the proceeds thereof against third parties.

                 (z)      Immediately prior to the transfer of the Receivables
to the Trust, the Seller's interest in the Receivables and the proceeds thereof
shall be perfected upon the filing of the Financing Statements and there shall
be no unreleased statements affecting the Receivables filed in such offices
other than the Financing Statements.  If a court concludes that the transfer of
the Receivables from the Seller to the Trust is a sale, the interest of the
Trust in the Receivables and the proceeds thereof will be perfected upon the
filing of the Financing Statements in the office of the Secretary of State of
the State of Utah.  If a court concludes that such transfer is not a sale, the
Sale and Servicing Agreement and the transactions contemplated thereby
constitute a grant by the Seller to the Trust of a valid security interest in
the Receivables and the proceeds thereof, which security interest will be
perfected upon the filing of the Financing Statements in the office of the
Secretary of State of the State of Utah.  No filing or other action, other than
the filing of the Financing Statements in the office of the Secretary of State
of the State of Utah referred to above and any related continuation statements,
is necessary to perfect and maintain the interest or the security interest of
the Trust in the Receivables and the proceeds thereof against third parties.

                 (aa)     The Trust Agreement need not be qualified under the
Trust Indenture Act of 1939, as amended and the Trust is not required to
register under the Investment Company Act of 1940, as amended.





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                 (bb)     The Indenture has been qualified under the Trust
Indenture Act of 1939, as amended.

                 (cc)     As of the Closing Date, each of the respective
representations and warranties of the Seller and Franklin Capital set forth in
the Basic Documents will be true and correct, and the Underwriter may rely on
such representations and warranties as if they were set forth herein in full.

                 3.       Purchase, Sale and Delivery of the Notes.  On the
basis of the representations, warranties and agreements herein contained, but
subject to the terms and conditions herein set forth, the Seller agrees to
cause the Trust to sell to the Underwriter, and the Underwriter agrees, to
purchase from the Trust, the principal amount of each class of Notes set forth
on Schedule II hereto at a purchase price equal to "Price $" as specified on
Schedule II hereto, plus accrued interest from March 15, 2000.

                 The Seller will deliver the Notes to the Underwriter, against
payment of the purchase price to or upon the order of the Seller by wire
transfer or check in Federal (same day) Funds, at the office of Morrison &
Foerster LLP, 1290 Avenue of the Americas, New York, NY 10104, at 10:00 a.m.,
New York time on March 28, 2000, or at such other time not later than seven
full business days thereafter as the Underwriter and the Seller determine, such
time being herein referred to as the "Closing Date."  The Notes to be so
delivered will be initially represented by one or more Notes registered in the
name of Cede & Co., the nominee of The Depository Trust Company ("DTC").  The
interests of beneficial owners of the Notes will be represented by book entries
on the records of DTC and participating members thereof.  Definitive Notes will
be available only under the limited circumstances specified in the Basic
Documents.

                 4.       Offering by Underwriter.  It is understood that,
after the Registration Statement becomes effective, the Underwriter proposes to
offer the Notes for sale to the public (which may include selected dealers), on
the terms set forth in the Prospectus.

                 5.       Covenants of the Seller and Franklin Capital.  Each
of the Seller and Franklin Capital, jointly and severally, covenants and agrees
with the Underwriter that:

                 (a)      The Seller will file the Prospectus, properly
completed, with the Commission pursuant to and in accordance with subparagraph
(2) (or, if applicable and if consented to by the Underwriter, subparagraph
(5)) of Rule 424(b) no later than the second business day following the earlier
of the date of determination of the offering price or the date it is first
used.  The Seller and Franklin Capital will advise the Underwriter promptly of
any such filing pursuant to Rule 424(b).

                 (b)      The Seller and Franklin Capital will advise the
Underwriter promptly of any proposal to amend or supplement the Registration
Statement or the Prospectus and will not effect such amendment or
supplementation without the consent of the Underwriter, which consent shall not
be unreasonably withheld or delayed; and the Seller and Franklin Capital will
advise the Underwriter promptly of any amendment or supplementation of the
Registration





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Statement or the Prospectus and of the institution by the Commission of any
stop order proceedings in respect of the Registration Statement and will use
its best efforts to prevent the issuance of any such stop order and to obtain
as soon as possible its lifting, if issued.

                 (c)      If, at any time when a prospectus relating to the
Notes is required to be delivered by an Underwriter or dealer either (i) any
event occurs as a result of which the Prospectus as then amended or
supplemented would include an untrue statement of a material fact or omit to
state any material fact necessary in order to make the statements therein, in
the light of the circumstances under which they were made not misleading, or
(ii) for any other reason it shall be necessary to amend or supplement the
Prospectus to comply with the Act, the Seller and Franklin Capital promptly
will notify the Underwriter of such event and promptly will prepare, at their
own expense, an amendment or supplement which will correct such statement or
omission.  Neither the Underwriter's consent to, nor the Underwriter's
distribution of any amendment or supplement to the Prospectus shall constitute
a waiver of any of the conditions set forth in Section 6 hereof.

                 (d)      The Seller and Franklin Capital will furnish to the
Underwriter copies of any preliminary prospectus, the Prospectus, the
Registration Statement and all amendments and supplements to such documents, in
each case as soon as available and in such quantities as the Underwriter
reasonably requests.

                 (e)      The Seller and Franklin Capital will take all actions
which are reasonably necessary to arrange for the qualification of the Notes
for offering and sale under the laws of such jurisdictions as the Underwriter
designates and will continue such qualifications in effect so long as required
under such laws for the distribution of the Notes; provided, however, that in
no event shall the Seller be obligated to qualify as a foreign corporation or
to execute a general or unlimited consent to service of process in any such
jurisdiction.

                 (f)      The Seller and Franklin Capital shall furnish or make
available to the Underwriter or its counsel such additional documents and
information regarding the Seller and Franklin Capital and their respective
affairs as the Underwriter may from time to time reasonably request, including
any and all documentation reasonably requested in connection with its due
diligence efforts regarding information in the Registration Statement and the
Prospectus and in order to evidence the accuracy or completeness of any of the
conditions contained in this Underwriting Agreement; and all actions taken by
the Seller to authorize the sale of the Notes shall be reasonably satisfactory
in form and substance to the Underwriter.

                 (g)      The Seller and Franklin Capital shall, at all times
upon request of the Underwriter or its advisors, or both, from the date hereof
through the Closing Date, (i) make available to the Underwriter or its
advisors, or both, prior to acceptance of its purchase, such information (in
addition to that contained in the Registration Statement and the Prospectus)
concerning the offering, the Seller and any other relevant matters as they
possess or can acquire without unreasonable effort or expense and (ii) provide
the Underwriter or its advisors, or both, prior to acceptance of its
subscription, the opportunity to ask questions of, and receive answers from,
the Seller and Franklin Capital with respect to such matters.





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                 (h)      The Seller and Franklin Capital will cause the Trust
to make generally available to Noteholders, as soon as practicable, but no
later than sixteen months after the date hereof, an earnings statement of the
Trust covering a period of at least twelve consecutive months beginning after
the later of (i) the effective date of the registration statement relating to
the Notes and (ii) the effective date of the most recent post-effective
amendment to the Registration Statement to become effective prior to the date
of this Agreement and, in each case, satisfying the provisions of Section 11(a)
of the Act (including Rule 158 promulgated thereunder).

                 (i)      Until the retirement of the Notes, the Seller will
deliver to the Underwriter the annual statements of compliance and the annual
independent certified public accountants' reports furnished to the Trustee
pursuant to the Basic Documents, as soon as such statements and reports are
furnished to the Trustee.

                 (j)      So long as any of the Notes are outstanding, the
Seller will furnish to the Underwriter (i) as soon as practicable after the end
of the fiscal year all documents required to be distributed to Noteholders or
filed with the Commission on behalf of the Trust pursuant to the Exchange Act,
or any order of the Commission thereunder and (ii) from time to time, any other
information concerning the Seller or Franklin Capital as the Underwriter may
reasonably request only insofar as such information reasonably relates to the
Registration Statement or the Prospectus or the transactions contemplated by
the Basic Documents.

                 (k)      On or before the Closing Date, the Seller and
Franklin Capital shall cause the computer records of the Seller and Franklin
Capital relating to the Receivables to show the absolute ownership by the Owner
Trustee on behalf of the Trust of the Receivables, and from and after the
Closing Date neither the Seller nor Franklin Capital shall take any action
inconsistent with the ownership by the Owner Trustee on behalf of the Trust of
such Receivables, other than as permitted by the Sale and Servicing Agreement.

                 (l)      To the extent, if any, that any of the ratings
provided with respect to the Notes by the rating agency or agencies that
initially rate any of the Notes are conditional upon the furnishing of
documents or the taking of any other actions by the Seller or Franklin Capital
on or prior to the Closing Date, one of the Seller or Franklin Capital shall
furnish such documents and take any such other actions.  A copy of any such
document shall be provided to the Underwriter at the time it is delivered to
the rating agencies.

                 (m)      Franklin Capital will pay all expenses incident to
the performance of its obligations under this Agreement, including (i) the
printing and filing of the documents (including the Registration Statement and
the Prospectus), (ii) the preparation, issuance and delivery of the Notes to
the Underwriter, (iii) the fees and disbursements of Franklin Capital's, the
Seller's and Franklin Resources' counsel (including without limitation, local
counsel in the State of Utah) and accountants, (iv) the qualification of the
Notes under state securities laws, including filing fees and the fees and
disbursements of counsel for the Underwriter in connection therewith and in
connection with the preparation of any blue sky or legal investment survey, if





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any is requested, (v) the printing and delivery to the Underwriter of copies of
the Registration Statement and the Prospectus and each amendment thereto, (vi)
the fees and reasonable expenses of the Underwriter and its counsel, (vii) any
fees charged by rating agencies for the rating of the Notes, (viii) the fees
and expenses of the Trustee and its counsel, (ix) the fees and expenses of the
Owner Trustee, the Trust and each of their counsel and (x) the fees and
expenses of the Security Insurer and its counsel.

                 6.       Conditions of the Obligations of the Underwriter.
The obligations of the Underwriter to purchase and pay for the Notes will be
subject to the accuracy, as of the date hereof and as of the Closing Date, of
the representations and warranties on the part of the Seller and Franklin
Capital herein, to the accuracy of the written statements of officers of the
Seller and Franklin Capital made pursuant to the provisions of this Section, to
the performance by the Seller and Franklin Capital of its obligations hereunder
and to the following additional conditions precedent:

                 (a)      The Underwriter shall have received a letter, dated
the date hereof, of PricewaterhouseCoopers LLP, confirming that such
accountants are independent public accountants within the meaning of the Act
and the Rules and Regulations, and substantially in the form of the drafts to
which the Underwriter has previously agreed and otherwise in form and substance
reasonably satisfactory to the Underwriter and counsel for the Underwriter (i)
regarding certain numerical information contained in the Prospectus and (ii)
relating to certain agreed-upon procedures.

                 (b)      The Prospectus shall have been filed with the
Commission in accordance with the Rules and Regulations and Section 5(a)
hereof.  On or prior to the Closing Date, no stop order suspending the
effectiveness of the Registration Statement shall have been issued and no
proceedings for that purpose shall have been instituted or, to the knowledge of
the Seller or Franklin Capital, shall be contemplated by the Commission.

                 (c)      Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any change, or any development
involving a prospective change, in or affecting the Receivables or particularly
the business or properties of (x) the Trust, the Seller, Franklin Capital or
Franklin Resources or (y) the Security Insurer which, in the reasonable
judgment of the Underwriter, materially impairs the investment quality of the
Notes; (ii) any downgrading in the rating of (x) any securities of Franklin
Resources by any "nationally recognized statistical rating organization" (as
defined for purposes of Rule 436(g) under the Act), or any public announcement
that any such organization has under surveillance or review its rating of any
such debt securities (other than an announcement with positive implications of
a possible upgrading, and no implication of a possible downgrading, of such
rating) or (y) the claims-paying ability of the Security Insurer by any
"nationally recognized statistical rating organization" or if the claims-paying
ability of the Security Insurer has been put on the "watch list" of any such
rating organization with negative implications; (iii) any suspension or
limitation of trading in securities generally on the New York or American Stock
Exchanges, or any setting of minimum prices for trading on such exchange; (iv)
any suspension of trading of any securities of Franklin Resources on any
exchange, the NASDAQ National Market or in the over-the-





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<PAGE>   11
counter market; (v) any banking moratorium declared by Federal or New York
authorities; or (vi) any outbreak or escalation of major hostilities in which
the United States is involved, any declaration of war by Congress, or any other
substantial national or international calamity or emergency if, in the judgment
of a the Underwriter, the effect of any such outbreak, escalation, declaration,
calamity or emergency makes it impractical or inadvisable to proceed with
completion of the sale of and payment for the Notes.

                 (d)      On the Closing Date, each of the Basic Documents and
the Securities shall have been duly authorized, executed and delivered by the
parties thereto, shall be in full force and effect and no default shall exist
thereunder, and the Owner Trustee shall have received a fully executed copy
thereof or, with respect to the Notes, a conformed copy thereof.  The Basic
Documents and the Securities shall be substantially in the forms heretofore
provided to the Underwriter.

                 (e)      The Underwriter shall have received an opinion of
Morrison & Foerster LLP, special counsel to Franklin Capital, the Seller and
Franklin Resources, dated the Closing Date, satisfactory in form and substance
to the Underwriter, to the effect that:

                  (i)         The Seller has been duly formed and is validly
                 existing as a limited liability company in good standing under
                 the laws of the state of its incorporation, with full
                 corporate power and authority to own its properties and
                 conduct its business, and is duly qualified to transact
                 business and is in good standing in each jurisdiction in which
                 its failure to qualify would have a material adverse effect
                 upon the business or the ownership of its property.

                  (ii)        This Agreement has been duly authorized, executed
                 and delivered by the Seller.  The Basic Documents to which it
                 is a party have been duly authorized, executed and delivered
                 by the Seller.

                  (iii)       The Seller has full power and authority to sell
                 and assign the property to be sold and assigned to the Trust
                 by it pursuant to the Sale and Servicing Agreement and has
                 duly authorized such sale and assignment to the Trust by all
                 necessary corporate action.

                  (iv)        Assuming that this Agreement and the Basic
                 Documents have been duly authorized, executed and delivered by
                 Franklin Capital, Franklin Resources and FCC Receivables
                 Corp., this Agreement and the Basic Documents to which each of
                 Franklin Capital, Franklin Resources and the Registrants is a
                 party are the legal, valid and binding obligation of Franklin
                 Capital, Franklin Resources and the Registrants, enforceable
                 against Franklin Capital, Franklin Resources and the
                 Registrants in accordance with their terms, subject as to
                 enforceability to the effects of applicable bankruptcy,
                 insolvency, reorganization, fraudulent conveyance, moratorium
                 and similar laws now or hereafter in effect relating to
                 creditors' rights generally and subject to general principles
                 of equity (whether in a proceeding at law or in equity).





                                      -11-
<PAGE>   12
                  (v)         The Seller has duly authorized, executed and
                 delivered the written order to the Owner Trustee to execute
                 and deliver the Issuer Order to the Trustee.

                  (vi)        The Seller has duly authorized, executed and
                 delivered the written order to the Owner Trustee to execute
                 and deliver the Certificates.

                  (vii)       When the Notes have been executed, authenticated
                 and delivered in accordance with the Indenture and paid for
                 pursuant to this Agreement, the Notes will be validly issued
                 and outstanding and enforceable in accordance with their
                 terms, subject as to enforceability to the effects of
                 applicable bankruptcy, insolvency, reorganization, fraudulent
                 conveyance, moratorium and similar laws now or hereafter in
                 effect relating to creditors' rights generally and subject to
                 general principles of equity (whether in a proceeding at law
                 or in equity).

                  (viii)      Neither the transfer of certain of the
                 Receivables by the Seller to the Trustee on behalf of the
                 Trust, nor the assignment by the Seller of the Trust Estate to
                 the Trust, nor the grant by the Trust of the security interest
                 in the Collateral to the Owner Trustee pursuant to the
                 Indenture, nor the execution, delivery and performance by the
                 Seller of the Basic Documents to which it is a party, nor the
                 consummation by the Seller of the transactions contemplated
                 thereby will conflict with or result in a breach of any of the
                 terms or provisions of, or constitute a default under, or
                 result in the creation or imposition of any lien, charge or
                 encumbrance upon any of the property or assets of the Seller,
                 pursuant to the terms of the formation documents of the Seller
                 or any statute, rule, regulation or order of any governmental
                 agency or body, or any court having jurisdiction over the
                 Seller or its properties, or any agreement or instrument known
                 to me after due investigation to which the Seller is a party
                 or by which the Seller or any of its properties is bound.

                  (ix)        No authorization, license, approval, consent or
                 order of, or filing with, any court or governmental agency or
                 authority is necessary in connection with the execution,
                 delivery and performance of this Agreement and each of the
                 Basic Documents to which it is a party by Franklin Capital,
                 the Seller or Franklin Resources.

                  (x)         To the best of such counsel's knowledge, there
                 are no contracts or documents of the Registrants which are
                 required to be filed as exhibits to the Registration Statement
                 pursuant to the Act or the Rules or Regulations which have not
                 been so filed.

                  (xi)        The Registration Statement became effective under
                 the Act as of September 18, 1998 and, to the best of such
                 counsel's knowledge, no stop order suspending the
                 effectiveness of the Registration Statement or any part
                 thereof or any amendment thereto has been issued under the Act
                 and no proceeding for that





                                      -12-
<PAGE>   13
                 purpose has been instituted or threatened by the Commission.

                  (xii)       The Seller is not, and will not as a result of
                 the offer and sale of the Notes as contemplated in the
                 Prospectus and this Agreement become, an "investment company"
                 as defined in the Investment Company Act of 1940, as amended
                 (the "Investment Company Act"), or a company "controlled by"
                 an "investment company" within the meaning of the Investment
                 Company Act.

                  (xiii)      The Trust Agreement need not be qualified under
                 the Trust Indenture Act and the Trust is not required to
                 register under the Investment Company Act.

                  (xiv)       The Indenture has been duly qualified under the
                 Trust Indenture Act.

                  (xv)        The statements in the Prospectus Supplement under
                 the headings "Summary of Terms of the Notes -- Tax Status,"
                 "Federal Income Tax Consequences,"  "Summary of Terms of the
                 Notes -- ERISA Considerations," and "ERISA Considerations,"
                 and in the Base Prospectus under the headings "Prospectus
                 Summary -- Tax Status," "Federal Income Tax Consequences,"  "
                 Prospectus Summary -- ERISA Considerations," and "ERISA
                 Considerations," to the extent that they constitute statements
                 of matters of law or legal conclusions with respect thereto,
                 have been reviewed by such counsel and accurately describe the
                 material consequences to holders of the Notes under the Code
                 and ERISA.

                  (xvi)       The Registration Statement relating to the Notes
                 as of its effective date and the Prospectus as of the date of
                 this Agreement, and any amendment or supplement thereto, as of
                 its date, complied as to form in all material respects with
                 the requirements of the Act and the applicable Rules and
                 Regulations.  Such counsel need express no opinion with
                 respect to the financial statements, the exhibits, annexes and
                 other financial, statistical, numerical or portfolio data,
                 economic conditions or financial condition of the portfolio
                 information included in or incorporated by reference into the
                 Registration Statement relating to the Notes, the Prospectus
                 or any amendment or supplement thereto.

                  (xvii)      Such counsel shall state that they have
                 participated in the preparation of the Registration Statement
                 and the Prospectus, and that no facts have come to their
                 attention which cause them to believe that the Registration
                 Statement relating to the Notes as of its effective date, and
                 the Prospectus (other than information regarding the Security
                 Insurer under the caption "The Insurer"), as of the date of
                 this Agreement, and any amendment or supplement thereto, as of
                 its date when it became effective, contained any untrue
                 statement of a material fact or omitted to state a material
                 fact required to be stated therein or necessary to make the
                 statements therein not misleading or that the Prospectus
                 (other than information regarding the Security Insurer under
                 the caption "The Insurer") on its date contained or on the
                 Closing Date contains, any untrue statement of a material fact
                 necessary in order to make the statements therein, in the
                 light of the





                                      -13-
<PAGE>   14
                 circumstances under which they were made, not misleading;
                 provided that such counsel need not express any view with
                 respect to the financial, statistical or computational
                 material included in or incorporated by reference into the
                 Registration Statement relating to the Notes, the Prospectus
                 or any amendment or supplement thereto.

                 Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter.  In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York.

                 (f)      The Underwriter shall have received an opinion of
in-house counsel to Franklin Capital, the Registrants and Franklin Resources,
dated the Closing Date, satisfactory in form and substance to the Underwriter,
to the effect that:

                  (i)     Each of FCC Receivables Corp. and Franklin Resources
                 has been duly incorporated and is validly existing as a
                 corporation in good standing under the laws of the state of
                 its incorporation, with full corporate power and authority to
                 own its properties and conduct its business, and is duly
                 qualified to transact business and is in good standing in each
                 jurisdiction in which its failure to qualify would have a
                 material adverse effect upon the business or the ownership of
                 its property.

                  (ii)    This Agreement has been duly authorized, executed and
                 delivered by FCC Receivables Corp.  The Basic Documents to
                 which it is a party have been duly authorized, executed and
                 delivered by each of the Seller and Franklin Resources.

                  (iii)   Franklin Resources has full power and authority to
                 enter into the Basic Documents to which it is a party and has
                 duly authorized entering into such documents by all necessary
                 corporate action.

                  (iv)    Neither the execution, delivery and performance by
                 Franklin Resources of the Basic Documents to which it is a
                 party, nor the consummation by Franklin Resources of the
                 transactions contemplated thereby will conflict with or result
                 in a breach of any of the terms or provisions of, or
                 constitute a default under, or result in the creation or
                 imposition of any lien, charge or encumbrance upon any of the
                 property or assets of Franklin Resources, pursuant to the
                 terms of the certificate of incorporation or the by-laws of
                 Franklin Resources or any statute, rule, regulation or order
                 of any governmental agency or body, or any court having
                 jurisdiction over Franklin Resources or its properties, or any
                 agreement or instrument known to me after due investigation to
                 which Franklin Resources is a party or by which Franklin
                 Resources or any of its properties is bound.

                  (v)         To the best of the knowledge of such counsel,
                 there are no legal or



                                      -14-
<PAGE>   15

                 governmental proceedings pending to which Franklin Capital,
                 the Seller or Franklin Resources is a party or of which any
                 property of Franklin Capital, the Seller or Franklin Resources
                 is the subject, and no such proceedings are known to such
                 counsel to be threatened or contemplated by governmental
                 authorities or threatened by others (i) asserting the
                 invalidity of all or any part of this Agreement or any of the
                 Basic Documents or (ii) that could materially adversely affect
                 the ability of Franklin Capital, the Seller or Franklin
                 Resources to perform their obligations under any of the Basic
                 Documents to which either is a party.

                  (vi)        Such counsel is familiar with Franklin Capital's
                 standard operating procedures relating to the acquisition of a
                 perfected first priority security interest in the vehicles
                 financed by Franklin Capital pursuant to retail installment
                 sale contracts in the ordinary course of their business.
                 Assuming that these standard procedures are followed with
                 respect to the perfection of security interests in the
                 Financed Vehicles, Franklin Capital has acquired or will
                 acquire a perfected first priority security interests in the
                 Financed Vehicles with respect to which it has originated
                 Receivables sold by it to the Seller.

                  (vii)       Immediately prior to the transfer of certain of
                 the Receivables by Franklin Capital pursuant to the Loan
                 Purchase Agreement, Franklin Capital was the sole owner of all
                 right, title and interest in the Receivables and the other
                 property transferred by it to the Seller.  Immediately prior
                 to the transfer of certain of the Receivables by the Seller
                 pursuant to the Sale and Servicing Agreement, the Seller was
                 the sole owner of all right, title and interest in the
                 Receivables and the other property transferred by it to the
                 Trust.

                  (viii)      Franklin Capital has all necessary licenses
                 required by law in connection with its performance as Servicer
                 pursuant to the Sale and Servicing Agreement.

                  (ix)        To such counsel's knowledge, there are no
                 material legal or governmental proceedings pending or
                 threatened against Franklin Capital, the Registrants or
                 Franklin Resources other than those disclosed in the
                 Registration Statement and the Prospectus.

                 Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter.  In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of Delaware and Utah.

                 (g)      The Underwriter shall have received the opinion of
Morrison & Foerster LLP, special counsel to the Trust, dated the Closing Date,
satisfactory in form and substance to the Underwriter and counsel for the
Underwriter, regarding the creation and attachment of a security interest in
the Receivables with respect to the transfer of the Receivables from Franklin





                                      -15-
<PAGE>   16
Capital to the Seller and the Seller to the Trust and the pledge of the
Receivables from the Trust to the Trustee.  Such opinion may contain such
assumptions, qualifications and limitations as are customary in opinions of
this type and are reasonably acceptable to counsel to the Underwriter.  In
rendering such opinion, such counsel may state that they express no opinion as
to the laws of any jurisdiction other than the federal law of the United States
of America and the laws of the State of New York.

                 (h)      The Underwriter shall have received the opinion of
Callister, Nebeker & McCullough, counsel to Franklin Capital or such other
counsel acceptable to the Underwriter and counsel for the Underwriter, dated
the Closing Date, satisfactory in form and substance to the Underwriter and
counsel for the Underwriter to the effect that:

                  (i)         Franklin Capital has been duly incorporated and
                 is validly existing as a corporation in good standing under
                 the laws of the state of its incorporation, with full
                 corporate power and authority to own its properties and
                 conduct its business, and is duly qualified to transact
                 business and is in good standing in each jurisdiction in which
                 its failure to qualify would have a material adverse effect
                 upon the business or the ownership of its property.

                  (ii)        Franklin Capital has full power and authority to
                 sell and assign the property to be sold and assigned to the
                 Seller by it pursuant to the Loan Purchase Agreement and has
                 duly authorized such sale and assignment to the Trust by all
                 necessary corporate action.

                  (iii)       This Agreement and each of the Basic Documents to
                 which it is a party have been duly authorized, executed and
                 delivered by Franklin Capital.

                  (iv)        Neither the transfer of the Receivables by
                 Franklin Capital to the Seller or the Seller to the Trustee on
                 behalf of the Trust, nor the assignment by the Seller of the
                 Trust Estate to the Trust, nor the grant by the Trust of the
                 security interest in the Collateral to the Trustee pursuant to
                 the Indenture, nor the execution, delivery and performance by
                 the Registrants or Franklin Capital of this Agreement and the
                 Basic Documents to which it is a party, nor the consummation
                 of the transactions contemplated thereby will conflict with or
                 result in a breach of any of the terms or provisions of, or
                 constitute a default under, or result in the creation or
                 imposition of any lien, charge or encumbrance upon any of the
                 property or assets of Franklin Capital, pursuant to the terms
                 of the certificate of incorporation or the by-laws of Franklin
                 Capital or any statute, rule, regulation or order of any
                 governmental agency or body, or any court having jurisdiction
                 over Franklin Capital or the Seller or their properties, or
                 any agreement or instrument known to me after due
                 investigation to which Franklin Capital is a party or by which
                 Franklin Capital or any of its properties is bound.

                  (v)         Such counsel shall deliver an opinion regarding
                 Utah state tax consequences in form and substance reasonably
                 acceptable to the Underwriter and





                                      -16-
<PAGE>   17
                 counsel to the Underwriter.

                  (vi)        The Receivables conveyed by Franklin Capital to
                 the Seller are chattel paper as defined in the Uniform
                 Commercial Code as in effect in the State of Utah.

                  (vii)       If the transfer of Receivables from Franklin
                 Capital to the Seller is considered a sale, such sale will be
                 perfected upon the filing of financing statements with the
                 Secretary of State of the State of Utah and Salt Lake County,
                 Utah.  If the transfer of Receivables from Franklin Capital to
                 the Seller is considered a financing, such financing will
                 create a first priority perfected interest upon the filing of
                 financing statements with the Secretary of State of the State
                 of Utah and Salt Lake County, Utah.

                  (viii)      The Receivables conveyed by the Seller to the
                 Trust are chattel paper as defined in the Uniform Commercial
                 Code as in effect in the State of Utah.

                  (ix)        If the transfer of Receivables from the Seller to
                 the Trust is considered a sale, such sale will be perfected
                 upon the filing of financing statements with the Secretary of
                 State of the State of Utah and Salt Lake County, Utah.  If the
                 transfer of Receivables from the Seller to the Trust is
                 considered a financing, such financing will create a first
                 priority perfected interest upon the filing of financing
                 statements with the Secretary of State of the State of Utah
                 and Salt Lake County, Utah.

                 Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter.  In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York and Utah.

                 (i)      The Underwriter shall have received an opinion
addressed to it of Morrison & Foerster LLP, in its capacity as counsel to the
Seller, dated the Closing Date, with respect to (i) the consolidation of the
assets and liabilities of the Seller with those of each of (x) Franklin Capital
and (y) Franklin Resources, under the doctrine of substantive consolidation and
(ii) the creation of (x) a "true sale" with respect to the transfers of the
Receivables from Franklin Capital to the Seller and (y) with respect to the
transfer of the Receivables to the Trust, a valid and binding security interest
in the Receivables and the Seller shall have furnished or caused to be
furnished to such counsel such documents as they may reasonably request for the
purpose of enabling them to pass upon such matters.  Such opinions shall be
limited to the laws of the State of New York and United States federal law.

                 (j)      The Underwriter shall have received an opinion of
Thacher, Proffitt & Wood, counsel to the Trustee, dated the Closing Date and
satisfactory in form and substance to the Underwriter and counsel for the
Underwriter, to the effect that:





                                      -17-
<PAGE>   18
                  (i)         The Trustee has been duly organized as a banking
                 corporation and is validly existing and in good standing under
                 the laws of the State of New York.

                  (ii)        The Trustee has the requisite power and authority
                 to execute, deliver and perform its obligations under the
                 Indenture and has taken all necessary action to authorize the
                 execution, delivery and performance by it of the Indenture.

                  (iii)       The Indenture has been duly executed and
                 delivered by the Trustee and constitutes a legal, valid and
                 binding obligation of the Trustee, enforceable against the
                 Trustee in accordance with its respective terms, except that
                 such enforcement may be limited by bankruptcy, insolvency,
                 reorganization, moratorium, or other similar laws affecting
                 the enforcement of creditors' rights generally, and by general
                 principles of equity (regardless of whether such
                 enforceability is considered in a proceeding in equity or at
                 law).

                  (iv)        The Notes have been duly authenticated by the
                 Trustee in accordance with the terms of the Indenture.

                 Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter.  In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York.

                 (k)      The Underwriter shall have received an opinion of
Richards, Layton & Finger, counsel to the Owner Trustee, dated the Closing Date
and satisfactory in form and substance to the Underwriter and counsel for the
Underwriter, to the effect that:

                  (i)         The Owner Trustee is a banking corporation duly
                 incorporated and organized and validly existing under the laws
                 of the Delaware.

                  (ii)        The Owner Trustee has the full corporate trust
                 power to accept the office of owner trustee under the Trust
                 Agreement and to enter into and perform its obligations under
                 the Trust Agreement, the Indenture and the Sale and Servicing
                 Agreement.

                  (iii)       The execution and delivery of the Trust
                 Agreement, the Indenture and the Sale and Servicing Agreement,
                 and the performance by the Owner Trustee of its obligations
                 under the Trust Agreement, the Sale and Servicing Agreement
                 and the Indenture have been duly authorized by all necessary
                 action of the Owner Trustee and each has been duly executed
                 and delivered by the Owner Trustee.

                  (iv)        The Trust Agreement constitutes the valid and
                 binding obligations of the Owner Trustee enforceable against
                 the Owner Trustee in accordance with its





                                      -18-
<PAGE>   19
                 terms.

                  (v)         The execution and delivery by the Owner Trustee
                 of the Trust Agreement, the Indenture and the Sale and
                 Servicing Agreement do not require any consent, approval or
                 authorization of, or any registration or filing with, any
                 applicable governmental authority.

                  (vi)        Each of the Notes and Certificates has been duly
                 executed and delivered by the Owner Trustee, on behalf of the
                 Trust.

                  (vii)       Neither the consummation by the Owner Trustee of
                 the transactions contemplated in the Sale and Servicing
                 Agreement, the Indenture or the Trust Agreement nor the
                 fulfillment of the terms thereof by the Owner Trustee will
                 conflict with, result in a breach or violation of, or
                 constitute a default under any law of the United States of
                 America or the State of New York governing its banking or
                 trust powers or the charter, by-laws or other organizational
                 documents of the Owner Trustee.

                  (viii)      No approval, authorization or other action by, or
                 filing with, any governmental authority of the United States
                 of America or the State of New York having jurisdiction over
                 the banking or trust powers of the Owner Trustee is required
                 in connection with the execution and delivery by the Owner
                 Trustee of the Trust Agreement, the Indenture or the Sale and
                 Servicing Agreement.

                 Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter.  In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of New York and Delaware.

                 (l)      The Underwriter shall have received an opinion of
Richards, Layton & Finger, special Delaware counsel for the Trust, dated the
Closing Date, satisfactory in form and substance to the Underwriter and counsel
for the Underwriter, to the effect that:

                  (i)         The Trust Agreement constitutes the valid and
                 binding obligation of the Owner Trustee and the Seller
                 enforceable against the Owner Trustee and the Seller in
                 accordance with its terms subject to (i) applicable
                 bankruptcy, insolvency, moratorium, receivership,
                 reorganization, fraudulent conveyance and similar laws
                 relating to and affecting the rights and remedies of creditors
                 generally, and (ii) principles of equity (regardless of
                 whether considered and applied in a proceeding in equity or at
                 law).

                  (ii)        The Certificate of Trust has been duly filed with
                 the Secretary of State.  The Trust has been duly formed and is
                 validly existing as a business trust under the Delaware
                 Business Trust Act (the "Business Trust Act").  The Trust has
                 the





                                      -19-
<PAGE>   20
                 power and authority under the Trust Agreement and the Act to
                 execute and deliver the Indenture and the Sale and Servicing
                 Agreement, to issue the Notes and the Certificates and to
                 pledge the Trust Estate to the Trustee as security for the
                 Notes.

                  (iii)       Assuming that the Certificates have been duly
                 executed and issued by the Trust and duly authenticated by the
                 Owner Trustee in accordance with the Trust Agreement and
                 delivered to and paid for pursuant to the Underwriter
                 Agreement, the Certificates have been validly issued and are
                 entitled to the benefits of the Trust Agreement.

                  (iv)        To the extent that Article 9 of the Uniform
                 Commercial Code as in effect in the State of Delaware (the
                 "Delaware UCC") is applicable (without regard to conflicts of
                 laws principles), and assuming that the security interest
                 created by each of the Sale and Servicing Agreement and the
                 Indenture in the Receivables has been duly created and has
                 attached, upon the filing of UCC-1 financing statements with
                 the Secretary of State of the State of Delaware the Trust will
                 have a perfected security interest in the transfer of
                 Receivables pursuant to the Sale and Servicing Agreement and
                 the proceeds thereof, and such security interest will be prior
                 to any other security interest that is perfected solely by the
                 filing of financing statements under the Delaware UCC,
                 excluding purchase money security interests under Section
                 9-312(4) of the UCC and temporarily perfected security
                 interests in proceeds under Section 9-306(3) of the Delaware
                 UCC and the Trustee will have a perfected security interest in
                 such Receivables and the proceeds thereof, and such security
                 interest will be prior to any other security interest that is
                 perfected solely by the filing of financing statements under
                 the Delaware UCC, excluding purchase money security interests
                 under Section 9-312(4) of the UCC and temporarily perfected
                 security interests in proceeds under Section 9-306(3) of the
                 Delaware UCC.

                  (v)         No re-filing or other action is necessary under
                 the Delaware UCC in order to maintain the perfection of such
                 security interests except for the filing of continuation
                 statements at five year intervals.

                  (vi)        Under Section 3805(b) of the Business Trust Act,
                 no creditor of any Certificateholder shall have any right to
                 obtain possession of, or otherwise exercise legal or equitable
                 remedies with respect to, the property of the Trust except in
                 accordance with the terms of the Trust Agreement.

                  (vii)       Under Section 3805(c) of the Business Trust Act,
                 and assuming that the Sale and Servicing Agreement conveys
                 good title to the Receivables to the Trust as a true sale and
                 not as a security arrangement, the Trust rather than the
                 Certificateholders is the owner of the Receivables.

                  (viii)      The execution and delivery by the Owner Trustee
                 of the Trust Agreement and, on behalf of the Trust, the
                 Indenture and the Sale and Servicing





                                      -20-
<PAGE>   21
                 Agreement do not require any consent, approval or
                 authorization of, or any registration or filing with, any
                 governmental authority of the State of Delaware, except for
                 the filing of the Certificate of Trust with the Secretary of
                 State.

                  (ix)        Neither the consummation by the Owner Trustee of
                 the transactions contemplated in the Trust Agreement or, on
                 behalf of the Trust, the transactions contemplated in the
                 Indenture and the Sale and Servicing Agreement nor the
                 fulfillment of the terms thereof by the Owner Trustee will
                 conflict with or result in a breach or violation of any law of
                 the State of Delaware.

                 Such opinion may contain such assumptions, qualifications and
limitations as are customary in opinions of this type and are reasonably
acceptable to counsel to the Underwriter.  In rendering such opinion, such
counsel may state that they express no opinion as to the laws of any
jurisdiction other than the federal law of the United States of America and the
laws of the State of Delaware.

                 (m)      The Note Policy shall have been duly executed and
issued at or prior to the Closing Date and shall conform in all material
respects to the description thereof in the Prospectus.

                 (n)      The Underwriter shall have received an opinion of
Shaw, Pittman, Potts & Trowbridge, counsel for the Security Insurer, dated the
Closing Date, satisfactory in form and substance to the Underwriter and counsel
for the Underwriter, to the effect that:

                 (i)      The Security Insurer is validly existing under the
         laws of the jurisdiction of its incorporation, is duly qualified
         and/or licensed to do business in all jurisdictions where the nature
         of its operations as contemplated in the Note Policy, the
         Indemnification Agreement and the Insurance and Indemnity Agreement
         requires such qualification, and has the power and authority
         (corporate and other) to issue the Note Policy and to enter into the
         Note Policy, the Indemnification Agreement and the Insurance and
         Indemnity Agreement and to perform its obligations under the Note
         Policy, the Indemnification Agreement and the Insurance and Indemnity
         Agreement.

                 (ii)     The execution, delivery and performance by the
         Security Insurer of the Note Policy, the Indemnification Agreement and
         the Insurance and Indemnity Agreement have been duly authorized by all
         necessary corporate action on the part of the Security Insurer.

                 (iii)    The execution, delivery and performance by the
         Security Insurer of the Note Policy, the Indemnification Agreement and
         the Insurance and Indemnity Agreement do not require the consent or
         approval of, the giving of notice to, the registration with, or the
         taking of any other action in respect of any state or other
         governmental agency or authority which has not previously been
         effected.





                                      -21-
<PAGE>   22
                 (iv)     The Note Policy, the Indemnification Agreement and
         the Insurance and Indemnity Agreement have been duly authorized,
         executed and delivered by the Security Insurer, and constitute legal,
         valid and binding obligations of the Security Insurer, enforceable
         against the Security Insurer in accordance with their respective
         terms, except to the extent that the enforceability thereof may be
         subject to bankruptcy, insolvency, reorganization, conservatorship,
         moratorium or other similar laws now or hereafter in effect relating
         to creditors' rights as such laws would apply in the event of the
         insolvency, liquidation or reorganization or other similar occurrence
         with respect to the Security Insurer or the event of any moratorium or
         similar occurrence affecting the Security Insurer.

                 (v)      The obligations of the Security Insurer under the
         Note Policy will rank equally with the general obligations and all
         other unsecured indebtedness of the Security Insurer outstanding on
         the Closing Date or thereafter that are not contractually subordinated
         to the payment of such obligations under the Note Policy.

                 (vi)     The Note Policy is not required to be registered
         under the Act in connection with the offer and sale of the
         Certificates in the manner contemplated in the Prospectus.

                 Such opinions may be subject to such counsel's customary
practices and limitations relating to the scope of such counsel's participation
in the preparation of the Registration Statement and the Prospectus and its
investigation or verification of information contained therein, such counsel
also shall state that it has no reason to believe that as of the Closing Date
any of the information contained in the Prospectus Supplement in (x) the
paragraph titled "The Note Policy" under the heading "Summary of Terms of the
Notes" or (y) under the captions "The Insurer" and "The Note Policy" includes
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading (other than financial,
numerical and statistical information contained therein as to which such
counsel need express no opinion).

                 (o)      On or prior to the Closing Date there shall not have
occurred any downgrading, nor shall any notice have been given of (A) any
intended or potential downgrading or (B) any review or possible change in
rating the direction of which has not been indicated, in the rating accorded
the Security Insurer's claims paying ability by any "nationally recognized
statistical rating organization."

                 (p)      Franklin Capital shall have received from the
Security Insurer a certificate, signed by the President, a senior vice
president or a vice president of the Security Insurer, dated the Closing Date,
to the effect that the signer of such certificate has carefully examined the
Policy and the related documents and that, to the best of his or her knowledge
based on reasonable investigation:

                  (i)         The information in the Prospectus Supplement as
                 of the date hereof under the captions "The Insurer" and "The
                 Note Policy" (the "Security Insurer





                                      -22-
<PAGE>   23
                 Information") is true and correct in all material respects and
                 does not contain any untrue statement of a fact that is
                 material to the Security Insurer's ability to perform its
                 obligations under the Note Policy.  There has been no material
                 adverse change in the financial condition of the Security
                 Insurer since March 31, 1999.

                  (ii)        There are no actions, suits, proceedings or
                 investigations pending or, to the best of the Security
                 Insurer's knowledge, threatened against it at law or in equity
                 or before or by any court, governmental agency, board or
                 commission or any arbitrator which, if decided adversely,
                 would materially and adversely affect its condition (financial
                 or otherwise) or operations of it or would materially and
                 adversely affect its ability to perform its obligations under
                 the Note Policy or the Insurance Agreement.

                  (iii)       The execution and delivery of the Insurance
                 Agreement, the Indemnification Agreement and the Note Policy
                 and the compliance with the terms and provisions thereof will
                 not conflict with, result in a breach of, or constitute a
                 default under any of the terms, provisions or conditions of,
                 the Restated Charter or By-Laws of the Security Insurer, or
                 any agreement, indenture or other instrument to which the
                 Security Insurer is a party.

                  (iv)        The issuance of the Note Policy and the
                 execution, delivery and performance of the Indemnification
                 Agreement and the Insurance Agreement have been duly
                 authorized by all necessary corporate proceedings.  No further
                 approvals or filings of any kind, including, without
                 limitation, any further approvals of or further filing with
                 any governmental agency or other governmental authority, or
                 any approval of the Security Insurer's board of directors or
                 stockholders, are necessary for the Note Policy, the
                 Indemnification Agreement and the Insurance Agreement to
                 constitute the legal, valid and binding obligations of the
                 Security Insurer.

                 (q)      The Underwriter shall have received copies of each
opinion of counsel delivered to either rating agency or the Security Insurer,
together with a letter addressed to the Underwriter, dated the Closing Date, to
the effect that the Underwriter may rely on each such opinion to the same
extent as though such opinion was addressed to each as of its date.

                 (r)      The Underwriter shall have received a certificate
dated the Closing Date of the Seller, executed by any two of the Chairman of
the Board, the President, any Executive Vice President, Senior Vice President
or Vice President, the Treasurer, any Assistant Treasurer, the Secretary, the
principal financial officer or the principal accounting officer of the Seller,
in which such officer shall state that, to the best of its knowledge after
reasonable investigation, (i) the representations and warranties of the Seller,
contained in this Agreement and the Basic Documents to which it is a party are
true and correct in all material respects, (ii) that the Seller, has complied
with all agreements and satisfied all conditions on its part to be performed or
satisfied under such agreements at or prior to the Closing Date, and (iii)
since the date of its incorporation, except as may be disclosed in the
Prospectus or in such certificate, no material





                                      -23-
<PAGE>   24
adverse change, or any development involving a prospective material adverse
change, in or affecting particularly the business or properties of the Trust,
Franklin Capital or the Seller, has occurred.

                 (s)      The Underwriter shall have received a certificate
dated the Closing Date of Franklin Capital, executed by any two of the Chairman
of the Board, the President, any Executive Vice President, Senior Vice
President or Vice President, the Treasurer, any Assistant Treasurer, the
Secretary, the principal financial officer or the principal accounting officer
of Franklin Capital in which such officer shall state that, to the best of its
knowledge after reasonable investigation, (i) the representations and
warranties of Franklin Capital contained in this Agreement, the Loan Purchase
Agreement and the Sale and Servicing Agreement are true and correct in all
material respects, (ii) that Franklin Capital has complied with all agreements
and satisfied all conditions on its part to be performed or satisfied under
such agreements at or prior to the Closing Date and (iii) since December 31,
1999, except as may be disclosed in the Prospectus or in such certificate, no
material adverse change, or any development involving a prospective material
adverse change, in or affecting particularly the business or properties of the
Trust, Franklin Capital or the Seller, has occurred.

                 (t)      The Underwriter shall have received evidence
satisfactory to it and counsel for the Underwriter that, on or before the
Closing Date, UCC-1 financing statements shall have been submitted to the Owner
Trustee or Trustee, as the case may be, for filing in the appropriate filing
offices reflecting (1) the transfer of the interest in the Receivables, certain
other property and the proceeds thereof (A) from Franklin Capital to the Seller
and (B) from the Seller to the Trust, and (2) the grant of the security
interest by the Trust in the Receivables, certain other property and the
proceeds thereof to the Trustee.

                 (u)      The Class A-1 Notes and the Class A-2 Notes shall be
rated "AAA" or its equivalent, in each case by Moody's and S&P and neither
corporation shall have placed the Notes under surveillance or review with
possible negative implications.

                 The Seller will provide or cause to be provided to the
Underwriter such conformed copies of such of the foregoing opinions,
certificates, letters and documents as the Underwriter shall reasonably
request.

                 7.       Indemnification and Contribution.

                 (a)      The Seller and Franklin Capital, jointly and
severally, agree to indemnify and hold harmless the Underwriter against any and
all losses, claims, damages or liabilities, joint or several, or any action in
respect thereof (including but not limited to, any loss, claim, damage or
liability (or action relating to purchases and sales of the Notes)), to which
the Underwriter may become subject, under the Act, the Exchange Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue statement or
alleged untrue statement of any material fact contained or incorporated in the
Registration Statement, the Prospectus, or any amendment or supplement thereto,
or any related preliminary prospectus, or arise out of or are based upon the
omission or alleged omission to





                                      -24-
<PAGE>   25
state therein a material fact required to be stated therein or necessary to
make the statements therein, in the light of the circumstances in which they
were made, not misleading, and will reimburse the Underwriter for any legal or
other expenses reasonably incurred by the Underwriter in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred; provided, however, that neither the Seller nor
Franklin Capital shall be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon an untrue
statement or alleged untrue statement in or omission or alleged omission from
any of such documents in reliance upon and in conformity with the Underwriter's
Information.

                 (b)      The Underwriter severally agrees to indemnify and
hold harmless the Seller and Franklin Capital against any losses, claims,
damages or liabilities to which the Seller or Franklin Capital may become
subject, under the Act, the Exchange Act or otherwise, insofar as such losses,
claims, damages or liabilities (or actions in respect thereof) arise out of or
are based upon any untrue statement or alleged untrue statement of any material
fact contained or incorporated in the Registration Statement, the Prospectus,
or any amendment or supplement thereto or any related preliminary prospectus,
or arise out of or are based upon the omission or the alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, in each case to the extent, but only to the
extent, that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with the
Underwriter's Information, and will reimburse any legal or other expenses
reasonably incurred by Franklin Capital or the Seller in connection with
investigating or defending any such loss, claim, damage, liability or action as
such expenses are incurred.

                 (c)      Promptly after receipt by an indemnified party under
this Section of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the indemnifying
party of the commencement thereof; but the omission to so notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party under subsection (a) or (b) above, except to the extent
it has been materially prejudiced by such failure and, provided further, that
the failure to notify any indemnifying party shall not relieve it from any
liability which it may have to any indemnified party otherwise than under this
Section.  In case any such action is brought against any indemnified party and
it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and to the extent
that it may wish to assume the defense thereof, with counsel reasonably
satisfactory to such indemnified party (which counsel may be counsel to the
indemnifying party, if such counsel is otherwise satisfactory to such
indemnified party), and after notice from the indemnifying party to such
indemnified party of its election so to assume the defense thereof, except to
the extent provided in the next following paragraph, the indemnifying party
will not be liable to such indemnified party under this Section for any legal
or other expenses subsequently incurred by such indemnified party in connection
with the defense thereof other than reasonable costs of investigation.

        Any indemnified party shall have the right to employ separate counsel
in any such action





                                      -25-
<PAGE>   26
and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless: (i) the
employment thereof has been specifically authorized by the indemnifying party
in writing; (ii) such indemnified party shall have been advised by such counsel
that there may be one or more legal defenses available to it which are
different from or additional to those available to the indemnifying party and
in the reasonable judgment of such counsel it is advisable for such indemnified
party to employ separate counsel; or (iii) the indemnifying party has failed to
assume the defense of such action and employ counsel reasonably satisfactory to
the indemnified party, in which case, if such indemnified party notifies the
indemnifying party in writing that it elects to employ separate counsel at the
expense of the indemnifying party, the indemnifying party shall not have the
right to assume the defense of such action on behalf of such indemnified party,
it being understood, however, the indemnifying party shall not, in connection
with any one such action or separate but substantially similar or related
actions arising out of the same general allegations or circumstances, be liable
for the reasonable fees and expenses of more than one separate firm of
attorneys (in addition to local counsel) at any time for all such indemnified
parties, which firm shall be designated in writing by the Underwriter, if the
indemnified parties under this Section 7 consist of the Underwriter, or by the
Seller and Franklin Capital, if the indemnified parties under this Section 7
consist of the Seller and Franklin Capital.

         Each indemnified party, as a condition of the indemnity agreements
contained in Section 7 (a) and (b) hereof, shall use its best efforts to
cooperate with the indemnifying party in the defense of any such action or
claim.  No indemnifying party shall be liable for any settlement of any such
action effected without its written consent (which consent shall not be
unreasonably withheld), but if settled with its written consent or if there be
a final judgment for the plaintiff in any such action, the indemnifying party
agrees to indemnify and hold harmless any indemnified party from and against
any loss or liability by reason of such settlement or judgment.

                 (d)      If the indemnification provided for in this Section
is unavailable or insufficient to hold harmless the indemnified party under
subsection (a) or (b) above then each indemnifying party shall contribute to
the amount paid or payable by such indemnified party as a result of the losses,
claims, damages or liabilities referred to in subsection (a) or (b) above (i)
in such proportion as is appropriate to reflect the relative benefits received
by the Seller and Franklin Capital on the one hand and the Underwriter on the
other from the offering of the Notes or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law or if the indemnified party
failed to give the notice required under subsection (c) above, in such
proportion as is appropriate to reflect not only the relative benefits referred
to in clause (i) above but also the relative fault of the Seller or Franklin
Capital on the one hand and the Underwriter on the other in connection with the
statements or omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations.  The
relative benefits received by the Seller and Franklin Capital on the one hand
and the Underwriter on the other shall be deemed to be in such proportion that
the Underwriter shall be responsible for that portion represented by the
underwriting discounts and commissions received by the Underwriter (the
"Spread"); and the Seller and Franklin Capital shall be responsible for the
balance.  The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material





                                      -26-
<PAGE>   27
fact relates to information supplied by the Seller or Franklin Capital or the
Underwriter and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such untrue statement or omission.  The
Seller, Franklin Capital and the Underwriter agree that it would not be just
and equitable if contributions pursuant to this subsection (f) were to be
determined by pro rata allocation or by any other method of allocation which
does not take into account the equitable considerations referred to herein.

         The amount paid by an indemnified party as a result of the losses,
claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any action or claim which is the subject of this subsection (d).
Notwithstanding the provisions of this subsection (d), in no case shall the
Underwriter be responsible for any amount (not including the fees and expenses
of its counsel) in excess of the Spread received by the Underwriter, as set
forth on the cover page of the Prospectus.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Act) shall be
entitled to contribution from any person who was not guilty of such fraudulent
misrepresentation.

                 (e)      The obligations of the Seller and Franklin Capital
under this Section shall be in addition to any liability which the Seller and
Franklin Capital may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls the Underwriter within the
meaning of the Act or the Exchange Act.  The obligations of the Underwriter
shall be in addition to any liability which the Underwriter may otherwise have
and shall extend, upon the same terms and conditions, to each director of the
Seller, and each of its officers that signed the Registration Statement.

                 (f)      The Underwriter confirms that the information set
forth under the caption "Underwriting" in the Prospectus Supplement (the
"Underwriter's Information") is correct and constitutes the only information
furnished in writing to the Seller by or on behalf of the Underwriter
specifically for inclusion in the Registration Statement and the Prospectus.

                 8.       Survival of Representations and Obligations.  The
respective indemnities, agreements, representations, warranties and other
statements of the Seller or its officers and of the Underwriter set forth in or
made pursuant to this Agreement or contained in certificates of officers of the
Seller submitted pursuant hereto shall remain operative and in full force and
effect, regardless of any investigation or statement as to the results thereof,
made by or on behalf of the Underwriter, the Seller or any of their respective
representatives, officers or directors or any controlling person, and will
survive delivery of and payment for the Notes.  If for any reason the purchase
of the Notes by the Underwriter is not consummated, Franklin Capital shall
remain responsible for the expenses to be paid or reimbursed by Franklin
Capital pursuant to Section 5(m) (other than clause (vi) thereof in the case of
a failure by the Underwriter to comply with its obligations hereunder) and the
respective obligations of the Seller, Franklin Capital and the Underwriter
pursuant to Section 7 shall remain in effect.  If for any reason the purchase
of the Notes by the Underwriter is not consummated (other than because of (a) a
failure by the Underwriter to comply with its obligations hereunder or (b) a
failure to satisfy the conditions set forth in items (i)(y), (iii), (v) and
(vi) of Section 6(c)), Franklin Capital will reimburse the





                                      -27-
<PAGE>   28
Underwriter for all out-of-pocket expenses reasonably incurred by it in
connection with the offering of the Notes.

                 9.       Notices.  Any written request, demand, authorization,
direction, notice, consent or waiver shall be personally delivered or mailed
certified mail, return receipt requested (or in the form of telex or facsimile
notice, followed by written notice as aforesaid) and shall be deemed to have
been duly given upon receipt, if sent to the Underwriter, when delivered to the
Underwriter at 85 Broad Street, New York, New York 10004, Attention: Tom
Lasersohn (fax # (212) 902-4024), if sent to Franklin Capital when delivered to
47 West 200 South, Suite 500, Salt Lake City, UT 84101, Attention:  Jennifer J.
Bolt (Fax # (801) 881-8892), with a copy to Franklin Resources, Inc., 777
Mariners Island Blvd., San Mateo, CA 94404, Attention:  General Counsel and if
sent to the Seller when delivered to 47 West 200 South, Suite 500, Salt Lake
City, UT 84101, Attention:  Jennifer J. Bolt (Fax # (801) 881-8892), with a
copy to Franklin Resources, Inc., 777 Mariners Island Blvd., San Mateo, CA
94404, Attention:  General Counsel.

                 10.      Successors.  This Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and the officers and directors and controlling persons referred to
in Section 7, and no other person will have any right or obligations hereunder.

                 11.      Counterparts.  This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but
all such counterparts shall together constitute one and the same Agreement.

                 12.      Applicable Law.  This Agreement shall be governed by,
and construed in accordance with, the laws of the State of New York without
regard to the choice of law provisions thereof.





                                      -28-
<PAGE>   29
                 If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement among the Registrants, Franklin
Capital and the Underwriter in accordance with its terms.


                                         Very truly yours,

                                     FRANKLIN RECEIVABLES LLC

                                     By:   FRANKLIN CAPITAL CORPORATION,
                                           its managing member


                                     By:   /s/ Harold E. Miller Jr.
                                        --------------------------------
                                         Name: Harold E. Miller Jr.
                                         Title: President and CEO

                                     FCC RECEIVABLES CORP.


                                     By:   /s/ Jennifer J. Bolt
                                        --------------------------------
                                         Name: Jennifer J. Bolt
                                         Title: Executive Vice President

                                     FRANKLIN CAPITAL CORPORATION


                                     By:   /s/ Harold E. Miller Jr.
                                        --------------------------------
                                         Name: Harold E. Miller Jr.
                                         Title: President and CEO

The foregoing Underwriting
Agreement is hereby confirmed
and accepted as of the date
first written above.

GOLDMAN, SACHS AND CO.


By: /s/ GOLDMAN, SACHS AND CO.
   ---------------------------





                                      -29-
<PAGE>   30
                                   SCHEDULE I

                                    OFFICES







<PAGE>   31

<TABLE>
<CAPTION>
                                             SCHEDULE II
                     Original
                    Principal      Investor        Investor
 Security           Balance $      Price %         Price $         Price %         Price $       Rate %
 --------           ---------      -------         -------         -------         -------       ------

<S>                 <C>            <C>           <C>               <C>           <C>             <C>
 Class A-1 Notes    $76,000,000    99.995370%    $75,996,481.20    99.695370%    $75,768,481.20   7.02%

 Class A-2 Notes    $47,002,000    99.433475%    $46,735,721.92    98.871780%    $46,471,714.04   7.25%
</TABLE>


<TABLE>
<S>                       <C>
Total Price to Public:    $122,732,203.12
Total Price to Seller:    $122,240,195.24
Underwriting Discounts
 and Commissions:         $    492,007.88
</TABLE>







<PAGE>   32
                                   EXHIBIT A







<PAGE>   33

                                                                  March 17, 2000



Goldman, Sachs & Co.
85 Broad Street
New York, NY 10004


Re:      Underwriting Agreement for Franklin Auto Trust 2000-1, dated March 17,
2000 the "Underwriting Agreement") among FCC Receivables Corp., Franklin
Receivables LLC, Franklin Capital Corporation ("Franklin Capital") and Goldman,
Sachs & Co. (the "Underwriter").

Ladies and Gentlemen:

         Pursuant to the Underwriting Agreement, Franklin Capital has
undertaken certain financial obligations with respect to the indemnification of
the Underwriter with respect to the Registration Statement, and the Prospectus
described in the Underwriting Agreement.  Any financial obligations of Franklin
Capital under the Underwriting Agreement, whether or not specifically
enumerated in this paragraph, are hereinafter referred to as the "Joint and
Several Obligations;" provided, however, that "Joint and Several Obligations"
shall mean only the financial obligations of Franklin Capital under the
Underwriting Agreement (including the payment of money damages for a breach of
any of Franklin Capital's obligations under the Underwriting Agreement, whether
financial or otherwise) but shall not include any obligations not relating to
the payment of money.

         As a condition of its execution of the Underwriting Agreement, the
Underwriter has required the undersigned, Franklin Resources, Inc. ("Franklin
Resources"), the parent corporation of Franklin Capital, to acknowledge its
joint and several liability with Franklin Capital for the payment of the Joint
and Several Obligations under the Underwriting Agreement.

         Now, therefore, the Underwriter and Franklin Resources do hereby agree
that:

1.       Franklin Resources hereby agrees to be absolutely and unconditionally
jointly and severally liable with Franklin Capital to the Underwriter for the
payment of the Joint and Several Obligations under the Underwriting Agreement.







<PAGE>   34
2.       Franklin Resources may honor its obligations hereunder either by
direct payment of any Joint and Several Obligations or by causing any Joint and
Several Obligations to be paid to the Underwriter by Franklin Capital or
another affiliate of Franklin Resources.

         Capitalized terms used herein and not defined herein shall have their
respective meanings as set forth in the Underwriting Agreement.


                                        Very truly yours,

                                        FRANKLIN RESOURCES, INC.


                                        By: Jennifer J. Bolt
                                            -----------------------------
                                            Name: Jennifer J. Bolt
                                            Title: Vice President


GOLDMAN, SACHS & CO.


By: /s/ GOLDMAN, SACHS & CO.
    ----------------------------
    Name:
    Title:






                                      -2-