AMENDMENT NUMBER 1 TO THE AMENDED AND RESTATED
                             NOTE PURCHASE AGREEMENT

                  AMENDMENT  NUMBER 1 TO THE AMENDED AND RESTATED  NOTE PURCHASE
AGREEMENT (this "Amendment"), dated as of June 30, 2000 among ENTERPRISE FUNDING
CORPORATION, a Delaware corporation, as lender (together with its successors and
assigns, the "Company"),  UAFC CORPORATION, a Delaware corporation,  as borrower
(together with its successors and assigns,  the "Issuer"),  and BANK OF AMERICA,
N.A.,  a national  banking  association  ("Bank of  America"),  as agent for the
Company and the Bank Investors (in such capacity,  together with its successors,
the "Agent") and as a Bank Investor,  amending that certain Amended and Restated
Note Purchase  Agreement dated as of May 12, 2000 (such agreement as so amended,
the "Note Purchase Agreement").

                  WHEREAS,  the  parties  hereto  mutually  desire  to  make  an
amendment to the Note Purchase Agreement as hereinafter set forth; and

                  WHEREAS, the Insurer and the Majority Investors have consented
to the execution and delivery of this Amendment by the parties hereto.

                  NOW THEREFORE, the parties hereby agree as follows:

                  SECTION 1. Definitions.  As used in this Amendment, and except
as otherwise  provided in this Section 1, capitalized  terms shall have the same
meanings assigned thereto in the Note Purchase Agreement.

         (a) Section 1.1 of the Note  Purchase  Agreement  is hereby  amended by
deleting the definition of "Facility Limit" and replacing it with the following:

                  ""Facility Limit" shall mean $350,000,000."

                  SECTION  2.   Effectiveness.   This  Amendment   shall  become
effective  upon  receipt  by the  Agent  of (i) a  fully  executed  copy of this
Amendment  and  Amendment  Number  1 to the  Security  Agreement,  of even  date
herewith,  (ii) an executed  replacement Note substantially in the form attached
hereto as Exhibit A, and (iii) an endorsement to the Insurance Policy reflecting
the amended  Facility  Limit and otherwise  acceptable to the Agent (or, in lieu
thereof,  the  Issuer  may  cause to be  delivered  to the  Agent a  replacement
Insurance Policy reflecting the amended Facility Limit and otherwise in the form
of the Insurance Policy issued on the Closing Date).

                  SECTION 3. Limited  Scope.  This  amendment is specific to the
circumstances  described above and does not imply any future amendment or waiver
of rights allocated to the Issuer, the Borrower,  any Bank Investor or the Agent
under the Note Purchase Agreement.

                  SECTION 4. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.

                  SECTION 5. Severability;  Counterparts.  This Amendment may be
executed in any number of copies,  and by the  different  parties  hereto on the
same or separate  counterparts,  each of which shall be deemed to be an original
instrument.   Any  provisions  of  this   Amendment   which  are  prohibited  or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability  without  invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render  unenforceable such provision in any
other jurisdiction.

                  SECTION 6.  Ratification.  Except as expressly affected by the
provisions  hereof,  the Note Purchase Agreement as amended shall remain in full
force and effect in accordance  with its terms and ratified and confirmed by the
parties  hereto.  On and  after  the date  hereof,  each  reference  in the Note
Purchase Agreement to "this Agreement",  "hereunder",  "herein" or words of like
import shall mean and be a reference to the Note  Purchase  Agreement as amended
by the Amendment.

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                  IN WITNESS  WHEREOF,  the parties have  executed and delivered
this Amendment Number 1 as of the day and year first above written.

                                        UAFC CORPORATION,
                                        as Issuer

                                        By: /s/ Leeanne W. Graziani
                                                 Name: Leeanne W. Graziani
                                                 Title:


                                        ENTERPRISE FUNDING CORPORATION,
                                        as Company

                                        By: /s/ Bernard J. Angelo
                                                 Name: Bernard J. Angelo
                                                 Title:


                                        BANK OF AMERICA, N.A., as Agent
                                          and as Bank Investor

                                        By: /s/ Brian D. Krum
                                                 Name: Brian D. Krum
                                                 Title:

Consented and agreed:

MBIA INSURANCE CORPORATION


By: /s/ Denise M
         Name: Denise M
         Title: