<PAGE>

                     THIRD AMENDMENT TO AMENDED AND RESTATED
                          REVOLVING CREDIT AGREEMENT

   This Third Amendment to Amended and Restated Revolving Credit Agreement
("Third Amendment") dated as of September 27, 1996 by and among EAGLE FINANCE 
CORP., a Delaware corporation ("Borrower"), CORESTATES BANK, N.A., a national 
banking association, HARRIS TRUST AND SAVINGS BANK, an Illinois banking 
corporation, BANK ONE, CHICAGO, N.A., a national banking association, COLE 
TAYLOR BANK, an Illinois banking corporation, FLEET BANK, N.A. (successor in 
interest to Natwest Bank N.A.), NBD BANK, a Michigan  banking association, 
LASALLE NATIONAL BANK, a national banking association, THE SUMITOMO BANK, 
LIMITED, Chicago branch, a bank organized under the laws of Japan (successor 
in interest to The Daiwa Bank, Limited), THE NORTHERN TRUST COMPANY 
(successor in interest to Northern Trust Bank\O'Hare, N.A.) (each 
individually a "Bank" and collectively the "Banks" and CORESTATES BANK, N.A., 
as agent for the Banks hereunder (in such capacity as "Agent").

                             BACKGROUND

   A. Borrower, Banks and Agent are parties to a certain Amended and Restated 
Revolving Credit Agreement dated as of June 30, 1995, as amended (the "Credit 
Agreement"), which they are willing to further amend on the terms and 
conditions set forth herein.

   B. Capitalized terms used but not otherwise defined in this Third 
Amendment shall have the meanings respectively ascribed to them in the Credit 
Agreement.

<PAGE>

   NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby 
promise and agree as follows:

   1.    AMENDMENTS.

         A.    The Credit Agreement is amended by deleting the definitions of 
"Termination Date" and "Borrowing Base" contained in Section 1.01 of the 
Credit Agreement in their entirety and replacing such definitions with the 
following respective definitions:

              "Termination Date" means the earlier of (1) June 30, 1997, or
         (2) the date of termination of the Commitments pursuant to 
         Section 2.02 or Section 9.01.

               "Borrowing Base" means eighty-five percent (85%) of Eligible 
         Receivables, PROVIDED, HOWEVER, that the rate of advance shall 
         be seventy percent (70%) for Eligible Receivables for which
         there has been a Modification (other than a Pre-Approved
         Modification) during the six (6) month period immediately
         preceding September 15, 1996 and, PROVIDED, FURTHER, HOWEVER,
         that the rate of advance shall be fifty percent (50%) for
         Eligible Receivables rated as D Paper. Aggregate outstanding
         advances on Eligible Receivables rated as D Paper shall not 
         exceed $3,000,000 at any one time.

         B.    The Credit Agreement is amended by adding the following new 
definitions to Section 1.01 of the Credit Agreement:

               "EAFC" shall mean Eagle Auto Funding Corp., a wholly owned
         special purpose Delaware Subsidiary of Borrower, formed for the 
         purpose of acquiring and securitizing a pool of Automobile Finance
         Receivables from Borrower.

               "NET MANAGED RECEIVABLES" means receivables previously owned
         by Borrower which have been sold but are being managed by Borrower
         in the ordinary course of its business.

               "NET OWNED RECEIVABLES" means receivables owned solely by 
         Borrower which are not being managed for any other Person.

                                         -2-

<PAGE>

         C.    The Credit Agreement is amended by modifying the definition of 
"Eligible Receivable" by deleting Subsections "(xii)" and "(xiii)" thereof, 
and inserting the following new Subsections "(xii)" and "(xiii)":

               (xii) there has been no more than one (1) Extension (or two 
         (2) Extensions if two (2) Extensions were already granted during that
         portion of the 6 month period which precedes September 1, 1996) with 
         respect to the receivable during the six (6) month period immediately
         preceding the applicable Borrowing Base calculations;

               (xiii) there has been (A) no more than one (1) Modification 
         with respect to the receivable during the six (6) month period
         ending September 15, 1996 and (B) no Modification with respect to the
         receivable after September 15, 1996.

         D.    The Credit Agreement is amended by deleting the number 
"100,000,000" presently contained in the 29th line of Section 2.01 of the 
Credit Agreement and replacing it with the number "$90,000,000" which such 
number shall automatically be further reduced to "$70,000,000" as of October 
31, 1996, to "$60,000,000" as of December 31, 1996 and "$50,000,000" as of 
March 31, 1997. In connection with each such above-stated reduction in the 
aggregate Commitments of all of the Banks, each Bank's Commitment is (or, as 
the case may be, will be) reduced pro rata to the amount opposite each Bank's 
name on the Schedule "A" attached hereto and made part hereof.

         E.    The Credit Agreement is amended by deleting Subsection 2.05(2) 
thereof in its entirety and replacing such Subsection with the following:

               (2) For any LIBOR Loan at a rate equal to the LIBOR Interest 
         Rate plus two and one-half percent (2 1/2%).


                                  - 3 -

<PAGE>

         F.    The Credit Agreement is amended by deleting Section 2.11 
thereof in its entirety and replacing such Section with the following:

               SECTION 2.11   TERM. The term of the Commitments and the 
         and the Credit Facility under which Revolving Credit Loans shall
         be made available to Borrower under the terms of this Agreement shall
         expire on June 30, 1997, as of which date no further Loans shall be
         made available by Banks to Borrower and on which date all of
         Borrower's obligations of every kind and nature shall, unless
         sooner becoming due under the terms of this Agreement, become due and
         payable in full.

         G.    The Credit Agreement is amended by the following modifications 
to Section 6.11:

               (1)   Subsection 6.11(1) is modified by deleting the number
         "sixty (60)" in the first and second lines thereof and replacing
         it with the number "forty-five (45)."

               (2)   Subsection 6.11(3) is modified to add the following in
         the fourth line of such subsection after the words "month end,":

                  and contemporaneously with the submission of each Advance
                  Request Form, certified as to accuracy by Borrower's chief 
                  financial officer, to the best of his knowledge, a 
                  borrowing base or availability certificate showing the
                  interim calculations for the Borrowing Base  

               (3)   Subsections (12) and (13) of such Section are each
         modified by deleting therefrom the words "forty-five (45) days after 
         each fiscal quarter" and replacing them with the following words:

                  thirty (30) days after each month end

         H.    The Credit Agreement is amended, solely with respect to EAFC, 
to waive the requirements contained in Section 6.13 thereof that (1) Borrower 
provide Agent with at least 30 days written notice of the formation of such 
Subsidiary and (2) Borrower cause EAFC to join in each of the Loan Documents 
as a co-borrower.


                                    - 4 -

<PAGE>

         I.    The Credit Agreement is amended by adding the following 
sentences to the end of Section 6.14:

               In addition to the foregoing examinations, Borrower shall 
            cause BDO Seidman to perform additional examinations requested by
            Agent and to cause a written report thereof to be promptly 
            submitted to Banks (the cost and expenses of which shall be
            the sole responsibility of Borrower), which examinations shall
            in any event include a monthly review of Borrower's reports
            related to underwriting exceptions for newly purchased accounts
            (which review shall include a sampling of such accounts to test
            the validity of the reports) and a monthly review and 
            verification of the calculations of the Borrowing Base.

         J.    (1) The Credit Agreement is amended by (a) deleting clause (x) 
in the first paragraph of Section 7.04 thereof and replacing it with the 
following new clause (x): "that not less than 85% of the consideration for 
any such sale or other disposition shall be paid in cash or cash 
equivalents," and (b) deleting the last three (3) sentences of the first 
paragraph of Section 7.04 (which three (3) sentences had been added in the 
Second Amendment to Amended and Restated Loan and Security Agreement dated as 
of June 28, 1996 among the parties hereto).

               (2) The Credit Agreement is amended by deleting the percentage 
"thirty-five percent (35%)" in the fifth line of the second paragraph of 
Section 7.04 therein and replacing such percentage with "fifty percent (50%)."
 
         K.    The Credit Agreement is amended to add the following 2 new 
clauses at the end of Section 7.05 thereof as additional exceptions to the 
prohibition on the making of investments by Borrower:

               (4)   an investment of not more than $250,000 by Borrower in 
         EAFC reasonably contemporaneously with

                                 - 5 -


<PAGE>


      EAFC'S acquisition and securitization of a pool of Automobile Finance 
      Receivables from Borrower; and

         (5) an investment by Borrower in EAFC (to the extent such 
      transaction would be treated as an investment) in the form of 
      Borrower's receipt of a Class C Certificate for an amount not to exceed 
      $5,000,000 issued by EAFC or any other entity or trust formed by EAFC to 
      facilitate a securitization transaction.

      L.    The Credit Agreement is amended by deleting  Section 8.01 in its 
entirety and replacing such Section with the following:

            SECTION 8.01  MINIMUM TANGIBLE NET WORTH. Borrower will maintain 
      at all times during the fiscal quarter ending June 30, 1996, a Tangible 
      Net Worth of not less than $14,500,000.  For each succeeding fiscal 
      quarter, Borrower shall maintain at all times during such fiscal 
      quarter a Tangible Net Worth of not less than the minimum Tangible Net 
      Worth requirement for the immediately preceding fiscal quarter (as 
      determined in accordance with this Section) plus an amount equal to one 
      hundred percent (100%) of the actual positive Net Income (i.e. without 
      any reduction for losses) of Borrower for the immediately preceding 
      fiscal quarter.

      M.    The Credit Agreement is amended to add the following sentence at 
the end of Section 8.02 thereof:

      If Borrower does an on-balance sheet securitization, there shall be 
      deducted from Tangible Net Worth, solely for the purpose of calculating 
      this covenant, any capital investment by Borrower in its securitization 
      Subsidiary, any certificate, instrument or other obligation owing to 
      Borrower by its securitization Subsidiary, and any reserves required to 
      be maintained by such Subsidiary as part of a securitization 
      transaction.

      N.    The Credit Agreement is amended to add the following sentence at 
the end of Section 8.03 thereof:

      If Borrower does an off-balance sheet securitization, there shall be 
      deducted from Capital Base, solely for the purpose of calculating this 
      covenant, any capital investment by Borrower in its securitization


                                     - 6 -


<PAGE>


      Subsidiary, any certificate, instrument or other obligation owing to 
      Borrower by its securitization Subsidiary, and any reserves required to 
      be maintained by such Subsidiary as part of a securitization 
      transaction.

      O.    The Credit Agreement is amended by deleting Section 8.05 in its 
entirety and replacing such Section with the following:

            SECTION 8.05. INTEREST COVERAGE RATIO.  Borrower will maintain a 
      ratio of (i) the sum of Net Earnings PLUS Interest Expense to 
      (ii) Interest Expense of at least 1.05 to 1 at all times through 
      December 31, 1996 and at least 1.1 to 1 at all times thereafter.


      P.    The Credit Agreement is amended by deleting Section 8.07 in its 
entirety and replacing such Section with the following:

            SECTION 8.07  ASSET QUALITY TEST.

               (1) Borrower shall not permit the sum of aggregate Net Managed 
            Receivables with payments 31 days or more contractually past due 
            to exceed 11.0% of Borrower's Net Managed Receivables at all 
            times.  Borrower shall not permit the sum of aggregate Net 
            Managed Receivables with payments 62 days or more contractually 
            past due to exceed 2.5% of Borrower's Net Managed Receivables at 
            all times.

               (2) Borrower shall not permit the sum of aggregate Net Owned 
            Receivables with payments 31 days or more contractually past due 
            to exceed $12,000,000.  Borrower shall not permit the sum of 
            aggregate Net Owned Receivables with payments 62 days or more 
            contractually past due to exceed $2,500,000.

   2.  EXTENSION FEE.

       Borrower shall, contemporaneously with the execution hereof, pay to 
Agent in good funds, for the benefit of, and to be distributed to Banks based 
on their respective Pro Rata Percentages, an extension fee of $562,500.




                                    - 7 -


<PAGE>

   3. MISCELLANEOUS.

      A.    Borrower represents and warrants to the Banks and Agent that it 
has taken all necessary corporate action to authorize the execution, delivery 
and performance of this Third Amendment.  This Third Amendment is, or when 
executed by the Borrower and delivered to the Agent, will be, duly executed 
and constitute valid and legally binding obligations of the Borrower, 
enforceable against the Borrower in accordance with its terms.  Borrower 
hereby ratifies and restates each of the representations and warranties of 
the Borrower set forth in Article V of the Credit Agreement as being true and 
correct on the date hereof.

      B.    This Third Amendment may be executed in any number of 
counterparts, each of which when so executed shall be deemed to be an 
original and all of which when taken together shall constitute one and the 
same agreement.

      C.    This Third Amendment shall amend and is incorporated into the 
Credit Agreement.  To the extent of any express inconsistency between the 
terms hereof and the terms of the Credit Agreement, the terms hereof shall 
control. Except as expressly amended by this Third Amendment, all of the 
terms and conditions of the Credit Agreement remain in full force and effect.

      D.    Borrower acknowledges, confirms, represents and covenants that as 
of September 26, 1996, (a) it is indebted to Banks, without defense, setoff, 
counterclaim or recoupment of any nature, in the aggregate principal amount 
of $91,600,000.00 for Revolving Credit Loans made pursuant to the Credit 
Agreement and


                                   - 8 -


<PAGE>

(b) all security interests and liens in the Collateral granted to Agent (for 
the benefit of Agent and Banks) under the Credit Agreement continue to be 
first priority perfected security interests and continue to secure all 
obligations and indebtedness of every kind owing from Borrower to the Banks 
and/or Agent.

      IN WITNESS WHEREOF, the parties have caused this Third Amendment to be 
executed by their respective duly authorized officers as of the date first 
above written.














                                     - 9 -




<PAGE>

                                SCHEDULE "A"
                   PRO RATA COMMITMENT SHARES OF BANKS

<TABLE>
<CAPTION>

                    Prior
                  Commitment        % Share          @ 9/30/96        @ 10/31/96         @12/31/96         @ 3/31/97
=======================================================================================================================
<S>             <C>                <C>             <C>               <C>               <C>               <C>
CoreStates      $16,250,000.00     16.250000%      $14,625,000.00    $11,375,000.00    $ 9,750,000.00    $ 8,125,000.00
-----------------------------------------------------------------------------------------------------------------------
Bank One         12,500,000.00     12.500000%       11,250,000.00      8,750,000.00      7,500,000.00      6,250,000.00
-----------------------------------------------------------------------------------------------------------------------
Fleet            12,500,000.00     12.500000%       11,250,000.00      8,750,000.00      7,500,000.00      6,250,000.00
-----------------------------------------------------------------------------------------------------------------------
NBD              12,500,000.00     12.500000%       11,250,000.00      8,750,000.00      7,500,000.00      6,250,000.00
-----------------------------------------------------------------------------------------------------------------------
LaSalle          12,500,000.00     12.500000%       11,250,000.00      8,750,000.00      7,500,000.00      6,250,000.00
-----------------------------------------------------------------------------------------------------------------------
Harris           10,000,000.00     10.000000%        9,000,000.00      7,000,000.00      6,000,000.00      5,000,000.00
-----------------------------------------------------------------------------------------------------------------------
Sumitomo          8,333,333.33      8.333333%        7,500,000.00      5,833,333.33      5,000,000.00      4,166,666.67
-----------------------------------------------------------------------------------------------------------------------
Northern          8,333,333.33      8.333333%        7,500,000.00      5,833,333.33      5,000,000.00      4,166,666.67
-----------------------------------------------------------------------------------------------------------------------
Cole Taylor       7,083,333.34      7.083334%        6,375,000.00      4,958,333.34      4,250,000.00      3,541,666.66
=======================================================================================================================
               $100,000,000.00    100.00000%       $90,000,000.00    $70,000,000.00    $60,000,000.00    $50,000,000.00
=======================================================================================================================
</TABLE>