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                                                                  EXHIBIT 10.106


                           [FIRST UNION LETTERHEAD]

                                                                  April 7, 1999

Keith B. Stein, Chief Executive Officer
National Auto Finance Company, Inc. ("NAFI")
10302 Deerwood Park Blvd., Suite 100
Jacksonville, FL 32256

Dear Mr. Stein:

         We are pleased to advise you that the Credit Committee of First Union
National Bank (the "Bank") has approved the purchase, from the date hereof to
and including March 31, 2001, of up to $20,000,000 aggregate original principal
balance in Subordinated Asset-Backed Notes (the "Subordinated Notes") to be
issued in connection with securitization transactions of vehicle finance
contracts originated by NAFI. Each purchase is subject to the general terms and
conditions in the attached Outline of Terms dated April 8, 1999, which is
incorporated into this letter by reference, and to no development occurring
prior to the closing date for each purchase which would, in the good faith
judgment of the Bank, materially adversely affect any then existing and/or such
particular issue of Subordinated Notes.

         Our purchase of any Subordinated Notes is additionally subject to the
execution of satisfactory agreements containing the customary covenants, terms
and conditions for a transaction of this nature for each such purchase, and to
satisfactory legal structure, portfolio, servicing, credit enhancement and
documentation (including legal opinions) for each securitization transaction,
consistent with the terms and conditions set forth in the attached Outline of
Terms. As such, the text of this letter and the Outline of Terms is intended to
provide a brief description of the transactions as contemplated by us and will
not be considered as prejudicing the terms and conditions to be contained in
the final documentation related to each issue of Subordinated Notes.

         If this letter correctly sets forth your understanding of the terms
that we have discussed, please indicate your approval by signing and returning
this letter to us no later than April 9, 1999. Based upon your acceptance of
this letter, when the time arises for each such purchase we shall authorize our
attorneys to prepare the necessary documentation to reflect our purchase of the
Subordinated Notes, the costs and charges which shall be for your account
whether or not the transactions are completed.

                                         Very truly yours,

                                         FIRST UNION NATIONAL BANK




                                         By: /s/ EXECUTED BY AUTHORIZED OFFICER
                                            -----------------------------------

                                         Title: VICE PRESIDENT



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Accepted this 7th day of April, 1999.


FOR: National Auto Finance Company, Inc.


By: /s/ KEITH B. STEIN
   -----------------------------------------
Keith B. Stein, Chief Executive Officer



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                      NATIONAL AUTO FINANCE COMPANY, INC.
               $20,000,000 SUBORDINATED ASSET-BACKED NOTE PROGRAM

                   SUMMARY OF INDICATIVE TERMS AND CONDITIONS
                                 APRIL 8, 1999

This summary of indicative term ("Summary") is prepared by First Union National
Bank ("First Union"). Please note that the terms herein are summaries of a
possible transaction, and are not intended to define or describe all of the
terms and conditions of such possible transaction. Consummation of the
transactions contemplated herein is subject to final documentation and other
provisions as set forth on the cover letter attached hereto. Where
discrepancies exist between this Summary (or any subsequent summary) and final
documentation, the final documentation shall govern.

Except as required for the completion or funding of the possible transaction or
as required by law or regulatory requirements, each party to whom this Summary
is delivered acknowledges that this Summary is confidential and agrees that it
will not disclose this Summary or its contents to any other party without the
consent of First Union.


PARTIES

Seller:                    National Auto Finance Trust 1999-1, a special purpose
                           bankruptcy remote entity, and other entities that
                           will purchase auto loans from the Originator,
                           together with the associated receivables and
                           security interest in the related automobile or light
                           truck (together, the "Receivables").

Originator:                National Auto Finance Company, Inc. ("NAFI" or the
                           "Company").

Servicer:                  NAFI.

Back-Up Servicer           Loan Servicing Enterprise.

Custodian:                 Harris Trust and Savings Bank.

Trustee:                   Harris Trust and Savings Bank, or such other trustee
                           acceptable to First Union, in its good faith
                           judgment.

Purchaser:                 First Union National Bank.








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THE PROGRAM


Commitment Amount:         Up to $20,000,000, aggregate initial principal
                           balance.

Program Term:              The purchase commitment will extend through March 31,
                           2001 (the "Scheduled Program Termination Date").

Initial Closing Date:      Concurrent with closing of first Qualified ABS
                           Transaction (projected 1st or 2nd calendar quarter
                           of 1999).

Program Description:       Purchaser will purchase Subordinated Asset-Backed
                           Notes (the "Subordinated Notes") issued by the
                           Seller in Qualified ABS Transactions, in an
                           aggregate amount up to the Commitment Amount. Each
                           purchase will be subject to the Originator and
                           Seller meeting certain conditions precedent.

Qualified  ABS

Transaction:               1.       All obligations senior in interest to the
                                    Subordinated Notes (the "Senior Notes")
                                    must be rated:

                                    a.       At least BBB by S&P and Baa by
                                             Moody's for transactions carrying
                                             bond insurance.

                                    b.       At least BBB- by S&P or Baa3 by
                                             Moody's for all other
                                             transactions.

                                    Approved rating level(s) must take into
                                    account the terms of the Subordinated Notes
                                    (i.e. rating levels must be set after
                                    giving effect to the amount, coupon and
                                    other structural attributes of the
                                    Subordinated Notes).

                           2.       Priority of payments to provide that
                                    interest on the Subordinated Notes shall be
                                    paid immediately after payment of interest
                                    on the Senior Notes, and before payment of
                                    principal on the Senior Notes.

                           3.       Priority of Payments to provide that
                                    reimbursement claims of any Credit
                                    Enhancement provider are to be subordinated
                                    in interest to the Subordinated Notes.

                           4.       If a transaction includes Credit
                                    Enhancement provided by a party other than
                                    the Seller or its affiliates, then the
                                    following additional requirements shall
                                    apply:

                                    a.        Financial guaranty insurance
                                              policy, if provided, to be issued
                                              by Financial Security Assurance
                                              Inc. ("FSA") or MBIA Insurance
                                              Corporation ("MBIA"), for so long
                                              as a credit rating of such insurer
                                              is not downgraded.

                                    b.        Any financial guaranty insurance
                                              policy is to provide for timely
                                              payment of interest and ultimate
                                              payment of principal.




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                                    c.       Form, terms and provider (other
                                             than FSA or MBIA of Credit
                                             Enhancement subject to approval by
                                             Purchaser in its good faith
                                             judgment.

FEES

PROGRAM FEE RATE:          LIBOR + 5.00% per annum, payable monthly, based on a
                           360 day year.

STRUCTURING FEE:           None.

COMMITMENT FEE:            None.

LEGAL FEES:                Legal, ratings agency, audit fees, and all out of
                           pocket expenses shall be for the account of the
                           Seller.

PURCHASE LIMIT

PURCHASE LIMIT:            The Purchase Limit for each Note shall be determined
                           in accordance with Condition Precedent 1 set forth
                           below. The first Subordinated Note purchased in
                           connection with a Qualified ABS Transaction (the
                           currently proposed terms of which are summarized in
                           the offering letter from Prudential Investments
                           dated as of January 28, 1999, and attached hereto)
                           will, additionally, be subject to an absolute
                           purchase limit in an amount equal to the product of
                           (a) 17.4%, and (b) the ultimate Credit Enhancement
                           level required for the related Qualified ABS
                           Transaction.

                           "Credit Enhancement" means overcollateralization,
                           subordination, cash reserves, the par amount of any
                           letter of credit or standby letter of credit (plus
                           the par amount of any re-insurance policy), or the
                           par amount of any other credit-enhancing instrument.

CONDITIONS PRECEDENT, RESTRICTIONS, DEFAULT, OTHER

CONDITIONS PRECEDENT
TO ANY NOTE PURCHASE:      1.       A.       THE SELLER may elect to obtain
                                             Qualifying Ratings for any
                                             Subordinated Note prior to the
                                             closing of the related Qualifying
                                             ABS Transaction, in which case the
                                             rating agencies providing such
                                             Qualifying Ratings shall determine
                                             the Purchase Limit for such
                                             Subordinated Note.

                                             Qualifying Ratings shall mean both
                                             (i) and (ii) below:


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                                             i.  a rating of BB or higher from
                                                 S&P or a rating of Ba2 or
                                                 higher from Moody's; and

                                             ii. a rating of BB or higher from
                                                 Duff and Phelps or from Fitch
                                                 IBCA.

                                    b.       If the Seller does not obtain
                                             Qualifying Ratings for any
                                             Subordinated Note prior to the
                                             closing of the related Qualifying
                                             ABS Transaction then the Purchase
                                             Limit for such Subordinated Note
                                             shall be consistent, in the good
                                             faith judgment of First Union,
                                             with the criteria for a BB rating,
                                             as published by S&P from time to
                                             time (Note: Current published S&P
                                             guidance is that BB rating
                                             requires sufficient Credit
                                             Enhancement to provide 1.5 - 1.7
                                             times coverage of expected
                                             lifetime net losses. Maintenance
                                             of such coverage may require a
                                             downward adjustment in the above
                                             estimated formula for determining
                                             the Purchase Limit).

                           2.       No default exists under any transaction
                                    document relating to or giving rise to a
                                    Subordinated Note purchase.


                           3.       No material adverse change in the financial
                                    position or operations of the Company
                                    (including, without limitation,
                                    maintenance, in the aggregate, of at least
                                    $5.0 million in unrestricted cash balances
                                    and borrowing availability under the
                                    Revolving Credit, Term Loan and Security
                                    Agreement dated as of March 31, 1999).

                           4.       Receipt of all required legal opinions.
                                    Form, substance, and provider(s) of legal
                                    opinions must be satisfactory to First
                                    Union in its good faith judgment.

                           5.       Documentation (not otherwise inconsistent
                                    with this Summary and the cover letter
                                    attached hereto) satisfactory to First
                                    Union in its sole discretion

RESTRICTIONS ON USE
OF PROCEEDS:               Proceeds from sale of the Subordinated Notes shall be
                           used by the Originator solely for the purposes of
                           originating new receivables and for repayment of
                           outstandings under the National Financial Auto
                           Receivables Master Trust credit facility with First
                           Union National Bank. Any other use of proceeds by
                           the Originator, Seller, or any Affiliate for any
                           other purpose (including, but not limited to,
                           payment of dividends to any equity holder, payment
                           to any creditor other than First Union, or payment
                           to any other investor) is prohibited.


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Restrictions on
Other Indebtedness:        No interest-bearing obligation (other than Senior
                           Notes) of any Seller may exist that is equal or
                           senior in interest to the Subordinated Notes.

Termination of
Commitment:                The purchase commitment will terminate upon the
                           earliest to occur of:

                           1.       The Scheduled Program Termination Date.

                           2.       Events of Default as defined in this
                                    Summary or as set forth in any transaction
                                    document relating to or giving rise to a
                                    Subordinated Note purchase.

                           3.       Notification by FSA or MBIA that such
                                    insurer elects not to provide bond guaranty
                                    insurance in the event that (a) NAFI has
                                    requested that FSA or MBIA provide such
                                    insurance in conjunction with a
                                    contemplated securitization transaction,
                                    and (b) an Approved Institutional Investor
                                    or Investors has not committed to purchase,
                                    without insurance provided by FSA or MBIA,
                                    all of the Senior Notes to be issued
                                    pursuant to such securitization
                                    transaction.

                                    Approved Institutional Investor means:

                                    a.       Prudential Insurance, its
                                             affiliates and subsidiaries; or

                                    b.       An entity (i) rated at least A and
                                             A2 by S&P and Moody's,
                                             respectively, and (ii) which has
                                             consolidated tangible net worth of
                                             at least $100 million.

                           4.       Upon breach of any Performance Measure
                                    trigger for any Qualifying ABS Transaction:

                                    With respect to each Qualifying ABS
                                    transaction, the trigger level for each
                                    Performance Measure shall be set at a level
                                    that is 1.0% more restrictive (i.e. lower,
                                    in the case of default rate, net loss rate,
                                    and delinquency rate) than the respective
                                    trigger level then effective (but as set
                                    forth in the transaction documents for such
                                    Qualifying ABS Transaction on its Closing
                                    Date or as revised with the consent of the
                                    Purchaser) for portfolio and/or asset
                                    performance related Events of Default,
                                    Insurance Agreement Events of Default, or
                                    similar events in such Qualified ABS
                                    Transactions that entitle the
                                    securityholders, the trustee on behalf of
                                    the securityholders or guarantor or other
                                    credit support provider to liquidate the
                                    receivables pool securing the securities or
                                    to terminate the servicer.

                                    Performance Measures shall include
                                    portfolio and asset performance measures
                                    set forth in the relevant Qualified ABS



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                                    Transactions, including, but not limited to,
                                    default rate, net loss rate, and
                                    delinquency rate (as those terms or like
                                    terms are so defined in the transaction
                                    documents for such Qualified ABS
                                    Transactions).

                           5.       Default under any bond transaction, credit
                                    agreement, or any other similar agreement
                                    to which NAFI or any Seller is a party
                                    (including, but not limited to, any Default
                                    by National Financial Auto Funding Trust,
                                    National Financial Auto Funding Trust II,
                                    or National Financial Auto Receivables
                                    Master Trust under any credit agreement or
                                    other financing agreement with First Union
                                    National Bank).

                           6.       Downgrade of any rated security issued in
                                    conjunction with a Qualifying ABS
                                    Transaction, except (in the case of a
                                    transaction for which FSA or MBIA have
                                    provided a guaranty insurance policy) where
                                    such downgrade resulted solely from a
                                    downgrade of a rating of the bond insurer
                                    for such transaction.

Events of
Default:                   1.       Bankruptcy of NAFI or the Seller.

                           2        Failure to make any payment of principal or
                                    interest on the Subordinated Notes within 2
                                    business days of the due date (any
                                    principal or interest arrearage exists).

                           3.       Event of Default or other equivalent event
                                    (as defined in the particular transaction
                                    documents) under (a) any bond transaction,
                                    credit agreement, or any other similar
                                    agreement for which obligations in the
                                    aggregate exceed $1,000,000 to which NAFI
                                    or any affiliate (including, but not limited
                                    to, National Financial Auto Funding Trust,
                                    National Financial Auto Funding Trust II,
                                    or National Financial Auto Receivables
                                    Master Trust) is a party, or (b) any bond
                                    transaction, credit agreement, or any
                                    other similar agreement between NAFI or its
                                    affiliates and First Union National Bank.

                           4.       Termination of Custodian or Back-Up
                                    Servicer without immediate replacement by a
                                    party acceptable to First Union National
                                    Bank, in its good faith judgment.

                           5.       Occurrence of any Servicer Termination
                                    Event under any bond transaction, credit
                                    agreement or similar agreement to which
                                    NAFI or any Seller is a party.

                           6.       Any other customary events of default (as
                                    determined in good faith by First Union
                                    National Bank) for subordinated, below
                                    investment grade, securitized note
                                    purchases.


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