Exhibit 10.I.1


                               NOVATION AGREEMENT

                                       AND

                   AMENDMENT TO REGISTRATION RIGHTS AGREEMENT


     This  NOVATION  AGREEMENT AND AMENDMENT TO  REGISTRATION  RIGHTS  AGREEMENT
(this  "AGREEMENT"),  dated as of August 23, 2002, by and among The FINOVA Group
Inc., a Delaware  corporation (the "COMPANY"),  Berkadia LLC, a Delaware limited
liability  company  ("BERKADIA"),  and Berkadia  Equity Holdings LLC, a Delaware
limited  liability  company  ("HOLDINGS"),  relates to the  Registration  Rights
Agreement, dated as of August 21, 2001 (the "REGISTRATION RIGHTS AGREEMENT"), by
and between the Company and Berkadia.  Capitalized  terms used but not otherwise
defined  herein  shall have the  meanings  ascribed to them in the  Registration
Rights Agreement.

                                    RECITALS

     WHEREAS,  Berkshire  Hathaway  Inc.,  a Delaware  corporation  and Leucadia
National  Corporation,  a New York corporation,  each indirectly owns 50% of the
membership interests in each of Berkadia and Holdings;

     WHEREAS, Berkadia owns 61,020,581 shares of common stock of the Company;

     WHEREAS,   the  Registration  Rights  Agreement  grants  Berkadia  and  its
permitted  transferees  certain  registration rights with respect to such common
stock;

     WHEREAS,  concurrent  with the execution and delivery of this  Agreement by
the parties hereto, Berkadia is transferring to Holdings all of its right, title
and interest to such common stock (the  "TRANSACTION")  and, as a result of such
transfer, will cease to hold any common stock of the Company; and

     WHEREAS,  in connection with the  Transaction,  the parties hereto wish for
Holdings to replace  Berkadia as a party to the Registration  Rights  Agreement,
for Berkadia to withdraw as a party thereto,  and for Holdings to be entitled to
all of the rights and be subject  to all of the  obligations,  in each case,  of
Berkadia set forth therein;

     NOW THEREFORE,  in consideration of the premises and the mutual  agreements
herein  contained,  the parties  hereto,  intending to be legally bound,  hereby
agree as follows:

                                    AGREEMENT

          1. NOVATION.  Effective upon the consummation of the Transaction,  the
Company,  Berkadia,  and  Holdings  hereby  novate  the  Registration  Rights of
Agreement, thereby extinguishing the contractual relationship thereunder between
the Company and Berkadia and creating a new contractual relationship between the
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Company  and  Holdings  on the same  terms  and  conditions  as set forth in the
Registration  Rights  Agreement  other than the  replacement  of  Berkadia  with
Holdings as a party thereto and as otherwise set forth herein. For the avoidance
of doubt, and without limiting the foregoing, upon such novation:

               (a)  Holdings   shall  be  bound  by  the   Registration   Rights
                    Agreement,   be  entitled  to  all  of   Berkadia's   rights
                    thereunder (including,  without limitation, the registration
                    rights  set  forth  therein),  and  be  subject  to  all  of
                    Berkadia's  obligations  thereunder,  in  each  case,  as if
                    Holdings were the original party thereto;

               (b)  the    Company    shall    recognize    Holdings    as   the
                    successor-in-interest  of  Berkadia  under the  Registration
                    Rights Agreement;

               (c)  all  references  to  Berkadia  in  the  Registration  Rights
                    Agreement shall be deemed to refer to Holdings; and

               (d)  Berkadia  shall be released from all  obligations  under the
                    Registration Rights Agreement.

          2. PERMITTED  TRANSFER.  Notwithstanding  anything in the Registration
Rights  Agreement to the  contrary,  including  Section 11 thereof,  the parties
hereto agree to treat the Transaction as a transfer of Registrable Securities to
a Permitted Transferee for the purposes of the Registration Rights Agreement.

          3. AMENDMENT TO DEFINITION OF PERMITTED  TRANSFEREE.  Section 1 of the
Registration  Rights  Agreement is hereby  amended to delete the  definition  of
"Permitted  Transferee"  in its entirety and  substitute  the  following in lieu
thereof:

          "PERMITTED  TRANSFEREE" means (a) Berkshire  Hathaway Inc., a Delaware
          corporation
          ("BERKSHIRE"),  and/or  Leucadia  National  Corporation,  a  New  York
          corporation
          ("LEUCADIA"),  or (b) any wholly-owned  subsidiary of Berkshire and/or
          Leucadia.

          4. NO OTHER CHANGES.  Except as expressly set forth above,  all of the
provisions of the  Registration  Rights  Agreement shall remain unchanged and in
full force and effect.

          5.  MISCELLANEOUS.  This Agreement shall be governed by, and construed
in accordance  with,  the laws of the State of New York,  regardless of the laws
that might  otherwise  govern under  applicable  principles of conflicts of laws
thereof.  This Agreement may be executed in any number of counterparts,  each of
which shall be deemed to be an original but all of which  together  shall be one
and the same instrument.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.

                                        THE FINOVA GROUP INC.

                                        By: /s/ Richard Lieberman
                                            ------------------------------------
                                            Name:  Richard Lieberman
                                            Title: Senior Vice President
                                                   General Counsel and Secretary


                                        BERKADIA LLC

                                        By: /s/ Marc D. Hamburg
                                            ------------------------------------
                                            Name:  Marc D. Hamburg
                                            Title: President


                                        BERKADIA EQUITY HOLDINGS LLC


                                        By its members:

                                        BHF BERKADIA MEMBER, INC.

                                        By: /s/ Marc D. Hamburg
                                            ------------------------------------
                                            Name:  Marc D. Hamburg
                                            Title: President

                                        and

                                        WMAC INVESTORS, INC.

                                        By: /s/ Joseph A. Orlando
                                            ------------------------------------
                                            Name:  Joseph A. Orlando
                                            Title: Vice President