NOTE PURCHASE AGREEMENT





                                      among




                             UAC BOAT FUNDING CORP.
                                   as Issuer,


                         ENTERPRISE FUNDING CORPORATION,
                                   as Company,

                                       and

                               NATIONSBANK, N.A.,
                           as Agent and Bank Investor


                            Dated as of April 3, 1997






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                                TABLE OF CONTENTS

                                                                           Page

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.1.  Definitions...................................................  1

                          ARTICLE II

                      FUNDINGS; THE NOTE

SECTION 2.1.  Funding; The Note.............................................  8
SECTION 2.2.  The Surety Bond............................................... 16
SECTION 2.3.  Sharing of Payments, Etc...................................... 16
SECTION 2.4.  Right of Setoff............................................... 17
SECTION 2.5.  Fees.......................................................... 17

                          ARTICLE III

           REPRESENTATIONS, WARRANTIES AND COVENANTS
                         OF THE ISSUER

SECTION 3.1.  Representations and Warranties of the
                      Issuer................................................ 17

                          ARTICLE IV

                        INDEMNIFICATION

SECTION 4.1.  Indemnity..................................................... 20
SECTION 4.2.  Indemnity for Taxes, Reserves and
                      Expenses.............................................. 22
SECTION 4.3.  Other Costs, Expenses and Related
                      Matters............................................... 25

                           ARTICLE V

                  THE AGENT; BANK COMMITMENT

SECTION 5.1.  Authorization and Action....................................... 26
SECTION 5.2.  Agent's Reliance, Etc.......................................... 28
SECTION 5.3.  Credit Decision................................................ 28
SECTION 5.4.  Indemnification of the Agent................................... 29
SECTION 5.5.  Successor Agent................................................ 29


                                                    i

<PAGE>


                                                                         Page
SECTION 5.6.  Payments by the Agent...................................... 30
SECTION 5.7.  Bank Commitment; Assignment to Bank
                      Investors.......................................... 31

                          ARTICLE VI

                         MISCELLANEOUS

SECTION 6.1.  Notices, Etc............................................... 36
SECTION 6.2.  Successors and Assigns..................................... 37
SECTION 6.3.  Severability Clause........................................ 37
SECTION 6.4.  Amendments................................................. 37
SECTION 6.5.  Governing Law.............................................. 38
SECTION 6.6.  No Bankruptcy Petition Against the
                      Company............................................ 38
SECTION 6.7.  Setoff..................................................... 38
SECTION 6.8.  No Recourse................................................ 38
SECTION 6.9.  Further Assurances......................................... 39
SECTION 6.10. No Recourse against Merrill................................ 39
SECTION 6.11. Counterparts............................................... 39
SECTION 6.12. Headings................................................... 39



                                    EXHIBITS

EXHIBIT A     Form of Assignment and Assumption Agreement          A-1
EXHIBIT B     Form of Surety Bond                                  B-1
EXHIBIT C     Form of Funding Request                              C-1
EXHIBIT D     Form of Note                                         D-1
EXHIBIT E     List of Actions, Suit or Proceedings                 E-1
EXHIBIT F     Location of Records                                  F-1



                                       ii




<PAGE>

                             NOTE PURCHASE AGREEMENT


                  NOTE PURCHASE AGREEMENT (this "Agreement"),  dated as of April
3, 1997, among ENTERPRISE FUNDING CORPORATION, a Delaware corporation, as lender
(together  with its successors and assigns,  the  "Company"),  for itself and as
agent  for  the  Liquidity   Provider,   UAC  BOAT  FUNDING  CORP.,  a  Delaware
corporation,  as  borrower  (together  with  its  successors  and  assigns,  the
"Issuer") and NATIONSBANK, N.A., a national banking association ("NationsBank"),
as agent for the Company and the Bank Investors (in such capacity,  the "Agent")
and as a Bank Investor.


                              W I T N E S S E T H :

                  WHEREAS, subject to the terms and conditions of this Agreement
and the Security Agreement, the Issuer desires to obtain funds from time to time
from the Company or the Bank  Investors,  as  applicable,  and to  evidence  the
obligation to repay such amounts,  together with interest  thereon,  through the
issuance of the Note;

                  WHEREAS,  pursuant to the Security Agreement,  the Issuer will
pledge to the  Collateral  Agent for the  benefit  of the  Secured  Parties  its
interest in the  Collateral,  including  the Issuer's  security  interest in the
Boats;

                  NOW THEREFORE, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  SECTION 1.1. Definitions.  All capitalized terms not otherwise
defined herein shall have the meanings specified in the Security Agreement.  The
following terms shall have the meanings  specified  below,  and shall include in
the singular number the plural and in the plural number the singular:




<PAGE>



                  "Administrative  Agent"  shall  mean  NationsBank,   N.A.,  as
administrative agent for the Company.

                  "Advance Termination Date" shall have the meaning specified in
the Security Agreement.

                  "Agent" means NationsBank,  N.A., in its capacity as agent for
the Company and the Bank Investors, and any successor thereto appointed pursuant
to Article V of this Agreement.

                  "Agreement" shall mean this Note Purchase Agreement, as it may
from time to time be amended,  supplemented or otherwise  modified in accordance
with the terms hereof.

                  "Assignment Amount" with respect to a Bank Investor shall mean
at any time an amount equal to the lesser of (i) such Bank  Investor's  Pro Rata
Share of the Net  Investment at such time and (ii) such Bank  Investor's  unused
Commitment.

                  "Assignment and Assumption  Agreement" means an Assignment and
Assumption Agreement substantially in the form of Exhibit A attached hereto.

                  "Available  Collections"  shall have the meaning  specified in
the Security Agreement.

                  "Available  Funds"  shall have the  meaning  specified  in the
Security Agreement.

                  "Bank Investors" shall mean  NationsBank,  N.A. and each other
financial institution identified as such on the signature pages hereof and their
respective successors and assigns.

                  "Boat" shall mean,  with respect to a  Receivable,  any new or
used boat,  boat motor,  accompanying  boat trailer or Personal  Watercraft  and
accompanying trailer, together with all accessions thereto, securing the related
Obligor's indebtedness thereunder.

                  "Borrowing  Base (Boats)" shall have the meaning  specified in
the Security Agreement.



                                                    2

<PAGE>



                  "Borrowing Base (Personal  Watercraft)" shall have the meaning
specified in the Security Agreement.

                  "CapMAC" shall mean Capital Markets Assurance Corporation.

                  "Carrying  Costs"  shall  have the  meaning  specified  in the
Security Agreement.

                  "Closing Date" shall mean April 3, 1997.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1986,  as
amended from time to time (including any successor statute), and the regulations
promulgated and the rulings issued thereunder.

                  "Collateral"  shall have the meaning set forth in the Security
Agreement.

                  "Collateral  Agent"  shall  mean  NationsBank,  N.A.,  or  any
successor thereto, as Collateral Agent under the Security Agreement.

                  "Collections" shall have the meaning specified in the Security
Agreement.

                  "Commercial  Paper" shall mean promissory notes of the Company
issued by the Company in the commercial paper market.

                  "Commitment"  means for each Bank Investor,  the commitment of
such Bank  Investor  to make  acquisitions  from the  Issuer or the  Company  in
accordance  herewith  in an amount  not to exceed  the  dollar  amount set forth
opposite such Bank  Investor's  signature on the signature page hereto under the
heading "Commitment".

                  "Commitment  Termination  Date" means  April 2, 1998,  or such
later  date to which the  Commitment  Termination  Date may be  extended  by the
Issuer,  the Agent and the Bank  Investors  not later  than 90 days prior to the
then current Commitment Termination Date.

                  "Common  Stock"  shall  have  the  meaning  set  forth  in the
Security Agreement.



                                                    3

<PAGE>



                  "Company"  shall  mean  Enterprise  Funding   Corporation,   a
Delaware corporation, together with its successors and assigns.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended.

                  "ERISA  Affiliate"  shall have the  meaning  specified  in the
Security Agreement.

                  "Facility  Limit"  shall  have the  meaning  specified  in the
Security Agreement.

                  "Funding"  shall have the meaning  specified in Section 2.1(a)
hereof.

                  "Governmental  Authority" shall have the meaning  specified in
the Security Agreement.

                  "Indemnified  Amounts"  shall  have the  meaning  set forth in
Section 4.1 hereof.

                  "Indemnified  Parties"  shall  have the  meaning  set forth in
Section 4.1 hereof.

                  "Initial  Funding" shall have the meaning specified in Section
2.1(a) hereof.

                  "Interest  Component" shall have the meaning  specified in the
Security Agreement.

                  "Issuer"  shall  mean  UAC  Boat  Funding  Corp.,  a  Delaware
corporation, and its successors and permitted assigns.

                  "Law"  shall  have  the  meaning  specified  in  the  Security
Agreement.

                  "Liquidation Proceeds" shall have the meaning specified in the
Security Agreement.

                  "Liquidity  Agreement"  shall mean the  agreement  between the
Company and the Liquidity  Provider  evidencing  the obligation of the Liquidity
Provider  to provide  liquidity  support to the Company in  connection  with the
issuance of Commercial Paper.



                                                    4

<PAGE>




                  "Liquidity Provider" shall mean the Person or Persons who will
provide  liquidity support to the Company in connection with the issuance by the
Company of its Commercial  Paper,  and shall include any Person which acquires a
participation interest therein.

                  "Majority  Investors"  shall  have the  meaning  specified  in
Section 5.1(a) hereof.

                  "Maximum  Permitted  Borrowing  Base"  shall have the  meaning
specified in the Security Agreement.

                  "Monthly  Debtor's  Certificate"  shall have the  meaning  set
forth in the Security Agreement.

                  "Moody's" shall mean Moody's Investors Service, Inc.

                  "Multiemployer  Plan" shall have the meaning  specified in the
Security Agreement.

                  "Net Asset  Test" shall mean either (a) (i) the Surety Bond is
in full force and effect and (ii) no Surety Bond  Provider  Default has occurred
and is  continuing  or (b) the Net  Investment  is not greater  than the Maximum
Permitted Borrowing Base.

                  "Net Yield"  shall have the meaning  specified in the Security
Agreement.

                  "Note"  shall mean the note issued to the Company  pursuant to
Section 2.1 of this Agreement.

                  "Obligor"  shall have the  meaning  set forth in the  Security
Agreement.

                  "Official  Body"  shall  have  the  meaning  set  forth in the
Security Agreement.

                  "Other Transferor" shall mean any Person other than the Issuer
that  has  entered  into  a  receivables   purchase   agreement,   transfer  and
administration agreement or other similar agreement with the Company.

                  "Pay Out  Commencement  Date" shall have the meaning set forth
in the Security Agreement.



                                                    5

<PAGE>



                  "Person"  shall have the  meaning  specified  in the  Security
Agreement.

                  "Personal  Watercraft" shall have the meaning specified in the
Security Agreement.

                  "Plan"  shall  have  the  meaning  specified  in the  Security
Agreement.

                  "Plan Event" shall have the meaning  specified in the Security
Agreement.

                  "Potential Termination Event" shall have the meaning specified
in the Security Agreement.

                  "Potential  Wind-Down Event" shall have the meaning  specified
in the Security Agreement.

                  "Pro Rata Share" means, for a Bank Investor, the Commitment of
such Bank Investor divided by the sum of the Commitments of all Bank Investors.

                  "Program Fee" shall have the meaning specified in the Security
Agreement.

                  "Purchase  Agreement" shall have the meaning  specified in the
Security Agreement.

                  "Purchased  Interest"  shall  mean  any  interest  in the Note
acquired by the Liquidity Provider.

                  "Receivable"  shall have the meaning specified in the Security
Agreement.

                  "Receivable  Schedule" shall have the meaning specified in the
Security Agreement.

                  "Related Commercial Paper" shall have the meaning specified in
the Security Agreement.

                  "Remittance  Date"  shall have the  meaning  specified  in the
Security Agreement.

                  "Requirements of Law" shall have the meaning  specified in the
Security Agreement.



                                                    6

<PAGE>



                  "Reserve  Account"  shall have the  meaning  specified  in the
Security Agreement.

                  "S&P" shall mean Standard & Poor's  Ratings  Group, a Division
of The McGraw-Hill Companies.

                  "Secured  Parties"  shall have the  meaning  specified  in the
Security Agreement.

                  "Security  Agreement" shall mean the Security  Agreement dated
as of April 3,  1997  among  UAC,  as  Seller  and  Servicer,  the  Issuer,  the
Collateral Agent, the Company and the Surety Bond Provider.

                  "Seller" means Union Acceptance Corporation.

                  "Servicer"  shall  mean UAC as  servicer  under the  Servicing
Agreement or any successor Servicer.

                  "Servicer  Advance"  shall have the meaning  specified  in the
Security Agreement.

                  "Servicing  Agreement" shall have the meaning specified in the
Security Agreement.

                  "Servicing  Fee"  shall  have  the  meaning  specified  in the
Security Agreement.

                  "Subsequent  Funding"  shall  have the  meaning  specified  in
Section 2.1(a) hereof.

                  "Subsidiary"  shall have the meaning specified in the Security
Agreement.

                  "Surety   Bond"   shall  mean  that   certain   unconditional,
irrevocable surety bond,  substantially in the form annexed hereto as Exhibit B,
to be issued by the Surety Bond Provider and naming the Agent as beneficiary.

                  "Surety Bond Provider" shall mean CapMAC.

                  "Surety  Bond  Provider   Default"   shall  have  the  meaning
specified in the Security Agreement.

                  "Targeted  Monthly  Principal  Payment" shall have the meaning
specified in the Security Agreement.



                                                    7

<PAGE>



                  "Termination  Date"  shall have the meaning  specified  in the
Security Agreement.

                  "Termination  Event"  shall have the meaning  specified in the
Security Agreement.

                  "Transaction  Costs"  shall  have  the  meaning  specified  in
Section 4.3 hereto.

                  "UAC" shall mean Union Acceptance Corporation.

                  "Uniform  Commercial  Code" or "UCC"  shall  have the  meaning
specified in the Security Agreement.

                  "Wind-Down  Event" shall have the meaning specified in Section
6.2 of the Security Agreement.

                  "Yield Supplement Account" shall have the meaning specified in
the Security Agreement.


                                   ARTICLE II

                               FUNDINGS; THE NOTE

                  SECTION 2.1. Funding; The Note. (a) Initial Funding.  Upon the
terms  and  subject  to  the  conditions  set  forth  herein  (x)  prior  to the
Termination Date or the Advance  Termination Date and provided that no Wind-Down
Event shall have  occurred,  the Company  may,  and (y) prior to the  Commitment
Termination Date and provided that no Termination Event shall have occurred, the
Bank  Investors  shall,  if  requested,  make an advance  (any such  advance,  a
"Funding," the first such advance,  the "Initial  Funding," each such additional
funding, a "Subsequent Funding") to the Issuer from time to time on or after the
Closing Date.  In  connection  with the Initial  Funding,  the Issuer shall,  by
notice request such Funding at least one Business Day prior to the proposed date
of such Initial  Funding.  Such notice shall  specify the amount of the proposed
Funding (which shall be at least $1,000,000 or integral multiples of $100,000 in
excess  thereof)  and the  proposed  date of the  Funding.  On any  Business Day
occurring  after the Initial  Funding under this Section,  upon one Business Day
notice to the Agent,  which shall be in the form of Exhibit C hereto and satisfy
the requirements of Section 2.1(b)(iii) below (the "Funding Request"), the


                                                    8

<PAGE>



Issuer may request that the Company or the Bank Investors, as appropriate,  make
Subsequent Fundings (which shall be at least $1,000,000 or integral multiples of
$100,000  in excess  thereof).  No more  than one  Subsequent  Funding  shall be
permitted each calendar week, unless the Agent and the Company shall have agreed
to more frequent Fundings.

                  (b)  Conditions  to Funding.  Neither the Company nor the Bank
Investors  shall  have any  obligation  to  advance  any funds to the  Issuer in
connection  with any Funding  unless on the date of such  Funding (i) either (a)
the sum of the Net Investment, plus the aggregate Interest Component, if the Net
Investment  is  funded by the  Company,  or (b) the Net  Investment,  if the Net
Investment  is funded by the Bank  Investors,  would not (after giving effect to
such Funding) exceed the Facility Limit;  (ii) the Net Investment,  after giving
effect  to such  Funding,  would  not be  greater  than  the  Maximum  Permitted
Borrowing Base; (iii) the Issuer has provided a Funding Request to the Agent and
the Surety Bond  Provider,  which shall  include the  calculations  necessary to
satisfy the  requirements set forth in clauses (i) and (ii) above and shall also
include a certification by an authorized  officer of the Issuer that to the best
of such officer's knowledge, no event has occurred since the most recent Funding
(or, the Closing  Date,  in the case of the Initial  Funding)  that would have a
material and adverse effect on the Receivables, the Servicer or the Issuer; (iv)
the Surety Bond is in full force and effect and no Surety Bond Provider  Default
has  occurred  and is  continuing;  (v) the Issuer  shall have  deposited in the
Reserve Account,  or shall have given  irrevocable  instructions to the Agent to
withhold  from the  proceeds  of such  Funding  and to  deposit  in the  Reserve
Account,  an amount equal to the amount necessary to cause the amount on deposit
in the Reserve  Account to at least equal the Required  Reserve  Account Balance
(calculated as if such Funding shall have  occurred);  (vi) each  representation
and warranty of the Issuer herein or in the Security Agreement shall be true and
correct  with respect to the Issuer and each  Receivable  included in either the
Borrowing Base (Boats) or Borrowing Base (Personal  Watercraft),  as of the date
of such Funding;  (vii) a Potential  Wind-Down  Event or a Wind-Down Event (each
only  in the  case  of a  Funding  to be made  by the  Company)  or a  Potential
Termination Event or a Termination Event, (in the case of a Funding to be made


                                                    9

<PAGE>



by the Bank  Investors or the Company) shall not have occurred or be continuing;
(viii) the Advance Termination Date shall not have occurred (only in the case of
a Funding to be made by the  Company);  (ix) the Company is able to obtain funds
for the making of such Funding in the commercial paper market or pursuant to the
Liquidity  Agreement  (only in the case of a Funding to be made by the Company);
and (x) in connection  with the Initial  Funding,  the conditions  precedent set
forth in paragraph (f) of this Section shall be satisfied.

                  (c) Funding  Request  Irrevocable.  The notice of the proposed
Initial  Funding and any Subsequent  Funding shall be irrevocable and binding on
the Issuer and the Issuer  shall  indemnify  the Company and the Bank  Investors
against  any loss or expense  incurred  by the  Company  or the Bank  Investors,
either directly or indirectly  (including through the Liquidity  Agreement) as a
result of any failure by the Issuer to complete the requested Funding including,
without limitation,  any loss (including loss of anticipated profits) or expense
incurred by the Company or the Bank  Investors,  either  directly or  indirectly
(including pursuant to the Liquidity Agreement), by reason of the liquidation or
reemployment  of funds  acquired  by the  Company  (or the  Liquidity  Provider)
(including,  without  limitation,  funds obtained by issuing commercial paper or
promissory  notes or  obtaining  deposits or loans from third  parties)  for the
Company or the Bank Investors to complete the requested Funding.

                  (d)  Disbursement  of Funds. No later than 4:30 p.m. (New York
City time) on the date on which a Funding is to be made, the Company or the Bank
Investors,  as  applicable,  will make  available  to the Issuer in  immediately
available  funds,  the amount of the Funding to be made on such day by remitting
the required  amount  thereof to an account of the Issuer as  designated  in the
related notice requesting such Funding.

                  (e)      The Note.

                                    (i)  The Issuer's obligation to
         pay the  principal  of and  interest  on all  amounts  advanced  by the
         Company  or the  Bank  Investors  pursuant  to  any  Funding  shall  be
         evidenced by a single note of the Issuer (the  "Note")  which shall (1)
         be dated the Closing


                                               10

<PAGE>



         Date; (2) be in the stated principal amount equal to the Facility Limit
         (as reflected from time to time on the grid attached thereto); (3) bear
         interest as provided therein;  (4) be payable to the order of the Agent
         for the account of the Company or the Bank  Investors and mature on the
         Remittance  Date occurring in the calendar month following the calendar
         month in which the latest  maturing  Receivable  (determined  as of the
         Termination  Date) is scheduled to mature (without regard to extensions
         subsequently  granted on any  Receivable by the Issuer or any servicing
         agent);  (5) be  entitled  to the  benefits  of the Surety Bond and the
         Security  Agreement;  and (6) be substantially in the form of Exhibit D
         to this Agreement,  with blanks  appropriately  completed in conformity
         herewith.  The  Company  shall,  and is hereby  authorized  to,  make a
         notation  on the  schedule  attached  to the  Note of the  date and the
         amount  of each  Funding  and the date and  amount  of the  payment  of
         principal  thereon,  and prior to any transfer of the Note, the Company
         shall  endorse  the  outstanding  principal  amount  of the Note on the
         schedule attached thereto; provided, however, that failure to make such
         notation shall not adversely  affect the Company's  rights with respect
         to the Note.

                                    (ii)  Although the Note shall be
         dated the Closing  Date,  interest in respect  thereof shall be payable
         only for the periods during which amounts are outstanding thereun- der.
         In addition,  although the stated principal amount of the Note shall be
         equal to the Facility Limit, the Note shall be enforceable with respect
         to the Issuer's  obligation  to pay the  principal  thereof only to the
         extent  of the  unpaid  principal  amount of the  Fundings  outstanding
         thereunder at the time such enforcement shall be sought.

                           (f)  Conditions Precedent. The Company's
and the Bank  Investors'  obligations  under this  Agreement  are subject to the
accuracy  of the  representations  and  warranties  on the  part  of the  Issuer
contained herein, as of the date hereof, and as of the Closing Date (as if


                                                    11

<PAGE>



made on such date),  and as of the Initial  Funding Date, to the  performance by
the Issuer of its  obligations  under this Agreement and to the  satisfaction of
the following further conditions on the Closing Date:

                                    (i) The Agent shall have received letters of
         Barnes & Thornburg,  special counsel to the Issuer, that it may rely on
         such counsel's opinions to Moody's and S&P as to the "true sale" of the
         Receivables   by   the   Seller   to   the   Issuer   and   substantive
         nonconsolidation  of the  Seller and the  Issuer  under the  Bankruptcy
         Code.

                                    (ii)  The  Agent  shall  have   received  an
         opinion,  dated the  Closing  Date  from  Barnes &  Thornburg,  special
         counsel  for  the  Issuer,  in form  and  substance  acceptable  to it,
         addressing corporate matters and the characterization of the Collateral
         Agent's  security  interest  in the  Receivables  as a  first  priority
         perfected security interest.

                                    (iii)  The  Agent  shall  have  received  an
         opinion,  dated the Closing Date,  from Barnes & Thornburg,  counsel to
         the  Seller,  in  form  and  substance  acceptable  to  it,  addressing
         corporate and security interest matters.

                                    (iv)  The  Agent   shall  have   received  a
         certificate of the Issuer, dated the Closing Date, stating that (i) its
         representations   and  warranties  made  herein  and  in  the  Security
         Agreement  are true and  correct as of the Closing  Date,  and (ii) the
         Issuer has complied with all agreements and satisfied all conditions to
         be satisfied on its part  pursuant to this  Agreement  and the Security
         Agreement at or prior to the Closing Date.

                                    (v)   All   conditions   precedent   to  the
         authentication and delivery of the Note under this Agreement shall have
         been satisfied.

                                    (vi) Each  party  shall have  performed  and
         complied with all agreements and conditions contained herein and in the
         Security


                                               12

<PAGE>



         Agreement and all other documents  delivered in connection  herewith or
         therewith  which are required to be performed or complied  with by such
         party before or at the Closing Date.

                                    (vii)   This    Agreement,    the   Purchase
         Agreement,  the  Security  Agreement,  the Surety Bond,  the  Insurance
         Agreement and the Servicing  Agreement shall have been duly authorized,
         executed and delivered by the respective  parties thereto,  shall be in
         full  force  and  effect on the  Closing  Date and shall be in form and
         substance satisfactory to the Agent.

                                    (viii)  The Agent  shall have  received  the
         following, in each case in form and substance satisfactory to it:

                                    (1) copy of the  resolutions of the Board of
         Directors  of the Issuer,  certified  by the  Secretary or an Assistant
         Secretary  as of the Closing  Date,  duly  authorizing  the  execution,
         delivery and performance by the Issuer of the documents  executed by or
         on  behalf  of  the  Issuer  in   connection   with  the   transactions
         contemplated  by  this  Agreement  and  the  Security  Agreement;   and
         attesting  to the names and true  signatures  of the  person or persons
         executing and delivering each such document;

                                    (2) a copy of the  resolutions  of the Board
         of Directors of the Seller,  certified by the Secretary or an Assistant
         Secretary of the Seller as of the Closing Date,  duly  authorizing  the
         execution,  delivery  and  performance  by the  Seller of the  Purchase
         Agreement  and any  other  documents  executed  by or on  behalf of the
         Seller in connection with the transactions contemplated thereby; and an
         incumbency  certificate  of the  Seller  as to the  person  or  persons
         executing and delivering each such document; and

                                    (3) such other  documents  and evidence with
         respect to the Issuer,  the Seller and the  Servicer as the Company may
         reasonably  request in order to establish the  corporate  existence and
         good  standing of each thereof,  the proper  taking of all  appropriate


                                               13

<PAGE>



         corporate proceedings in connection with the transactions  contemplated
         by this  Agreement,  the Note,  the Security  Agreement,  the Servicing
         Agreement,  the Insurance Agreement, and the Purchase Agreement and the
         compliance with the conditions set forth herein and therein.

                                    (ix) No fact or condition  shall exist under
         applicable law or applicable  regulations thereunder or interpretations
         thereof by any  regulatory  authority  which in the Agent's  reasonable
         opinion  would make it  unlawful to issue the Note or for the Issuer or
         any  of  the  other  parties   thereto  to  perform  their   respective
         obligations under this Agreement,  the Security Agreement, the Purchase
         Agreement,  the Servicing  Agreement,  the  Insurance  Agreement or the
         Surety Bond.

                                    (x) On or prior  to the  Closing  Date,  the
         Seller and the Issuer  shall have  filed any  financing  statements  or
         amendments  thereto,  wherever  necessary  or  advisable,  in  order to
         perfect the transfer and  assignment of the  Receivables  to the Issuer
         and the grant of the security  interest therein to the Collateral Agent
         and  shall  have  delivered   file-stamped  copies  of  such  financing
         statements or other evidence of the filing thereof to the Agent.

                                    (xi) All  taxes  and fees due in  connection
         with the filing of the financing  statements  referred to in clause (x)
         of this Section  2.1(f)  shall have been paid in full or duly  provided
         for.

                                    (xii) The Surety  Bond  Provider  shall have
         issued the  Surety  Bond,  in form and  substance  satisfactory  to the
         Agent, dated as of the Closing Date.

                                    (xiii) No action or  proceeding  shall  have
         been instituted nor shall any governmental  action be threatened before
         any court


                                               14

<PAGE>



         or  governmental  agency nor shall any order,  judgment  or decree have
         been  issued or  proposed  to be  issued  by any court or  governmental
         agency to set aside,  restrain,  enjoin or prevent the  performance  of
         this  Agreement  or any of the  other  agreements  or the  transactions
         contemplated hereby.

                                    (xiv) The Agent  shall  have been  furnished
         with such other  documents  and opinions  (including  executed  copies,
         addressed to it or otherwise  expressly  allowing it to rely thereon of
         such documents or opinions  delivered to any other person in connection
         with  the  transactions  contemplated  herein)  as  it  may  reasonably
         require,  and  all  documents  and  opinions  as well  as  actions  and
         proceedings  taken by the Issuer in  connection  with the  issuance and
         sale of the Note shall be  satisfactory  in form and  substance  to the
         Agent and its counsel.

                                    (xv) An  opinion of Shaw,  Pittman,  Potts &
         Trowbridge,  counsel to the Surety  Bond  Provider,  pertaining  to the
         Surety Bond Provider and the  enforceability  of the Surety Bond and in
         form and substance satisfactory to the Agent, shall have been delivered
         to the Agent.

                                    (xvi)  The Agent  shall  have  received,  in
         substance reasonably satisfactory to the Agent, the Fee Letter dated as
         of the Closing Date.


                                    (xvii)  The Agent  shall have  received,  in
         substance  reasonably  satisfactory  to the Agent,  the Bank Fee Letter
         dated as of the Closing Date.

                                    (xviii) The Reserve  Account shall have been
         established  at NationsBank  N.A. and funded to the extent  required by
         the Secu- rity Agreement.



                                               15

<PAGE>



                                    (xix) The  Yield  Supplement  Account  shall
         have been  established  at  NationsBank  N.A.  and funded to the extent
         required by the Security Agreement.

                                    (xx) The Carrying  Cost  Account  shall have
         been  established at NationsBank N.A. and funded to the extent required
         by the Security Agreement.

                                    (g)  Maturity  of  Commercial   Paper.   The
         Company shall not issue any Related Commercial Paper with a maturity in
         excess of 60 days in connection with any financing or refinancing of an
         increase in the Note.

                  SECTION  2.2.  The Surety  Bond.  The Issuer has  obtained the
Surety  Bond for the  benefit of the Agent on behalf of the Company and the Bank
Investors.  The Issuer  acknowledges  that the Agent is entitled,  in accordance
with the terms  thereof,  to demand  funds  thereunder  for the  benefit  of the
Company and the Bank Investors. The Agent shall have no liability to the Issuer,
and the Issuer shall indemnify and hold the Agent  harmless,  in connection with
any  demands  made by the Agent  under the Surety Bond except to the extent that
the Agent shall have acted with gross negligence in making any such demand.

                  SECTION 2.3.  Sharing of Payments,  Etc. If the Company or any
Bank Investor (for purposes of this Section  only,  being a  "Recipient")  shall
obtain any payment (whether voluntary,  involuntary, through the exercise of any
right of setoff,  or  otherwise) on account of any interest in the Note owned by
it in excess of its ratable  share of payments on account of any interest in the
Note obtained by the Company and/or the Bank Investors  entitled  thereto,  such
Recipient  shall  forthwith  purchase from the Company and/or the Bank Investors
entitled to a share of such amount  participations  in the percentage  interests
owned by such Persons as shall be necessary to cause such Recipient to share the
excess payment ratably with each such other Person entitled  thereto;  provided,
however,  that  if all or any  portion  of such  excess  payment  is  thereafter
recovered from such  Recipient,  such purchase from each such other Person shall
be  rescinded  and each such  other  Person  shall  repay to the  Recipient  the
purchase  price paid by such Recipient for such  participation  to the extent of
such recovery, together with


                                                 16

<PAGE>



an  amount  equal  to  such  other  Person's  ratable  share  (according  to the
proportion of (a) the amount of such other Person's  required payment to (b) the
total amount so recovered  from the  Recipient)  of any interest or other amount
paid or payable by the Recipient in respect of the total amount so recovered.

                  SECTION 2.4. Right of Setoff.  Without in any way limiting the
provisions of Section 2.3, each of the Company and the Bank  Investors is hereby
authorized  (in  addition to any other rights it may have) at any time after the
occurrence  of a  Termination  Event or during the  continuance  of a  Potential
Termination  Event to  set-off,  appropriate  and  apply  (without  presentment,
demand,  protest or other notice which are hereby expressly waived) any deposits
and any other  indebtedness  held or owing by the Company or such Bank  Investor
to, or for the  account of, the Issuer  against  the amount  owing by the Issuer
hereunder to such Person (even if contingent or unmatured).

                  SECTION 2.5.  Fees.  The Issuer shall pay, in accordance  with
the Fee Letter, the following non-refund- able fees on each Remittance Date, (i)
to the  Company,  the  Program  Fee,  (ii)  to  the  Administrative  Agent,  the
Administrative  Fee and (iii) to the Agent,  the  Liquidity  Fee and (iv) to the
Agent,  any accrued and unpaid  commercial  paper dealer or placement agent fees
described in clause (c) of the definition of Carrying Costs.


                                   ARTICLE III

                    REPRESENTATIONS, WARRANTIES AND COVENANTS
                                  OF THE ISSUER

                  SECTION 3.1. Representations and Warranties of the Issuer. The
Issuer  represents  and warrants to and covenants  with the Company and the Bank
Investors  as of the Closing Date and the Initial  Funding  Date and,  except as
otherwise provided herein, as of each date of any Subsequent Funding that:

                                    (a)  Corporate   Existence  and  Power.  The
         Issuer is a corporation  duly organized,  validly  existing and in good
         standing under the laws of its  jurisdiction of  incorporation  and has
         all corporate power and all


                                                 17

<PAGE>



material governmental licenses, authorizations,  consents and approvals required
to carry on its  business  in each  jurisdiction  in which its  business  is now
conducted.

                                    (b)     Corporate      and      Governmental
         Authorization;  Contravention.  The execution, delivery and performance
         by the Issuer of this Agreement,  the Purchase Agreement, the Servicing
         Agreement, the Security Agreement, the Fee Letter, the Bank Fee Letter,
         the Insurance  Agreement and the Note are within the Issuer's corporate
         powers,  have been duly authorized by all necessary  corporate  action,
         require no action by or in respect of, or filing with, any governmental
         body,  agency or  official,  and do not  contravene,  or  constitute  a
         default under,  any provision of applicable law or regulation or of the
         Certificate  of  Incorporation  or  Bylaws  of  the  Issuer  or of  any
         agreement,  judgment,  injunction,  order,  decree or other  instrument
         binding upon the Issuer or result in the creation or  imposition of any
         lien on assets of the Issuer, or require the consent or approval of, or
         the filing of any notice or other  documentation with, any governmental
         authority or other Person.

                                    (c) Binding Effect.  Each of this Agreement,
         the  Security  Agreement,   the  Purchase   Agreement,   the  Servicing
         Agreement, the Fee Letter, the Bank Fee Letter, the Insurance Agreement
         and the Note constitutes the legal, valid and binding obligation of the
         Issuer,  enforceable  against the Issuer in accordance  with its terms,
         subject  to  applicable  bankruptcy,  insolvency,  moratorium  or other
         similar laws affecting the rights of creditors.

                                    (d) Accuracy of Information. All information
         heretofore  furnished by the Issuer (including without limitation,  the
         Monthly  Debtor's  Certificate and UAC's  financial  statements) to the
         Company,  the  Bank  Investors  or  the  Agent  for  purposes  of or in
         connection with this Agreement or any transaction  contemplated  hereby
         is, and all such information  hereafter  furnished by the Issuer to the
         Company,  the Bank Investors or the Agent will be, true and accurate in
         every  material  respect,  on the date  such  information  is stated or
         certified.

                                    (e) Tax Status.  All tax  returns  (federal,
         state and local) required to be filed with respect to


                                                 18

<PAGE>



the Issuer have been filed  (which  filings may be made by an  Affiliate  of the
Issuer on a consolidated  basis covering the Issuer and other Persons) and there
has  been  paid or  adequate  provision  made  for  the  payment  of all  taxes,
assessments and other  governmental  charges in respect of the Issuer (or in the
event consolidated  returns have been filed, with respect to the Persons subject
to such returns).

                  (f)  Action,  Suits.  Except as set forth in Exhibit E hereto,
there are no actions,  suits or proceedings  pending, or to the knowledge of the
Issuer  threatened,  against or  affecting  the Issuer or any  Affiliate  of the
Issuer or their  respective  properties,  in or before any court,  arbitrator or
other body,  which may have a material adverse effect on the Issuer's ability to
perform its obligations hereunder or under the Purchase Agreement.

                  (g) Use of Proceeds.  The proceeds of any Funding will be used
by the Issuer to acquire the  Receivables  and  related  property  with  respect
thereto from UAC pursuant to the Purchase Agreement.

                  (h) Place of  Business.  The chief place of business and chief
executive  office  of the  Issuer  are  located  at the  address  of the  Issuer
indicated  in Section 6.1 hereof and the offices  where the Issuer keeps all its
records, are located at the address(es) described on Exhibit F.

                  (i) Merger and Consolidation. As of the date hereof the Issuer
has not changed  its name,  merged  with or into or been  consolidated  with any
other  corporation or been the subject of any proceeding  under Title 11, United
States Code (Bankruptcy).

                  (j)  Solvency.  The Issuer is not insol-  vent and will not be
rendered  insolvent  immediately  following the consummation on the Closing Date
and the Initial Funding Date of the transactions  contemplated by this Agreement
and the Security Agreement, including the pledge by the Issuer to the Collateral
Agent of the Collateral specified in Section 2.1 of the Security Agreement.



                                                 19

<PAGE>



                  (k) No Termination  Event. After giving effect to the Funding,
no Potential Termination Event or Termination Event exists.

                  (l)  Compliance.  The  Issuer  has  complied  in all  material
respects with all  Requirements of Law in respect of the conduct of its business
and ownership of its property.

                  (m)  Not  an  Investment   Company.   The  Issuer  is  not  an
"investment  company" within the meaning of the Investment  Company Act of 1940,
as amended, or is exempt from all provisions of such Act.

                  (n)  ERISA.  The  Issuer  is in  compliance  in  all  material
respects  with ERISA and no lien in favor of the PBGC on any of the  Receivables
shall exist.

                  (o) Subsidiaries. The Issuer does not have any Subsidiaries.

                  (p) Capital Stock. The Issuer has neither sold nor pledged any
of its Common Stock to any entity other than UAC.

                  Any document,  instrument,  certificate or notice delivered to
the  Company  by the  Issuer  hereunder  shall be  deemed a  representation  and
warranty by the Issuer.

                  The  representations  and warranties set forth in this Section
3.1 shall survive the pledge and  assignment of the Collateral to the Collateral
Agent for the benefit of the Secured Parties.  Upon discovery by the Issuer, the
Company,  the  Agent  or a Bank  Investor  of a breach  of any of the  foregoing
representations  and warranties,  the party  discovering  such breach shall give
prompt written notice to the others.


                                             ARTICLE IV

                                           INDEMNIFICATION

                  SECTION  4.1.  Indemnity.  Without  limiting  any other rights
which the Company or the Bank Investors may have  hereunder or under  applicable
law,  the Issuer  agrees to  indemnify  the  Company,  the Bank  Investors,  the
Collateral Agent, the Agent, the Administrative  Agent, the Liquidity  Provider,
the Credit  Support  Provider  and any  permitted  assigns and their  respective
agents, officers, directors and employees (collectively,  "Indemnified Parties")
from and against any and all damages,  losses,  claims,  liabilities,  costs and


                                                 20

<PAGE>



expenses,  including  reasonable  attorneys'  fees (which such  attorneys may be
employees of the Company,  the Bank Investors,  the Agent, the Collateral Agent,
the  Administrative  Agent,  the  Liquidity  Provider  and  the  Credit  Support
Provider) and disbursements (all of the foregoing being collectively referred to
as "Indemnified Amounts") awarded against or incurred by any of them arising out
of or as a  result  of this  Agreement  or the  ownership,  either  directly  or
indirectly,  by the Company,  the Bank Investors,  the Agent, the Administrative
Agent,  the  Liquidity  Provider  or the  Credit  Support  Provider  of the Note
excluding,  however,  (i) Indemnified Amounts to the extent resulting from gross
negligence  or willful  misconduct on the part of an  Indemnified  Party or (ii)
recourse  (except as  otherwise  specifically  provided in this  Agreement)  for
uncollect-  ible  Receivables.   Such  Indemnified  Amounts  shall  be  paid  in
accordance with Section 5.1(a)(xiii) of the Security Agreement. Without limiting
the generality of the  foregoing,  the Issuer shall  indemnify each  Indemnified
Party for Indemnified Amounts relating to or resulting from:

                  (a)  reliance on any  representation  or warranty  made by the
Issuer or the Servicer (or any officers of the Issuer or the Servicer)  under or
in  connection  with this  Agreement,  the  Security  Agreement,  the  Servicing
Agreement,  any Funding Request,  any Monthly Debtor's  Certificate or any other
information or report delivered by the Issuer or the Servicer pursuant hereto or
thereto,  which shall have been false or incorrect in any material  respect when
made or deemed made;

                  (b) the  failure by the Issuer or the  Servicer to comply with
any applicable law, rule or regulation  with respect to the  Collateral,  or the
nonconformity   of  the  Collateral  with  any  such  applicable  law,  rule  or
regulation;

                  (c) the failure to vest and maintain  vested in the Collateral
Agent a first priority perfected  security interest in the Collateral,  free and
clear of any Lien;


                                                 21

<PAGE>




                  (d) the  failure to file,  or any delay in  filing,  financing
statements,  continuation statements,  or other similar instruments or documents
under  the UCC of any  applicable  jurisdiction  or other  applicable  laws with
respect to all or any part of the Collateral which failure has an adverse effect
on the validity,  perfected status or priority of the security  interest granted
to the Collateral Agent under the Security Agreement;

                  (e) any valid  dispute,  claim,  offset or defense (other than
discharge in  bankruptcy  of the Obli- gor) of the Obligor to the payment of any
Receivable  (including,  without limitation,  a defense based on such Receivable
not being  legal,  valid and  binding  obligation  of such  Obligor  enforceable
against it in accordance with its terms),  or any other claim resulting from the
sale of a Boat or  services  related to such  Receivable  or the  furnishing  or
failure to furnish such Boat or services;

                  (f) any  failure  of the  Issuer  to  perform  its  duties  or
obligations  in  accordance  with the provi-  sions of  Articles IV and V of the
Security Agreement; or

                  (g)  any  products  liability  claim  or  personal  injury  or
property  damage  suit or other  similar or related  claim or action of whatever
sort  arising  out  of or  in  connection  with  the  related  Boat  or  related
merchandise or services which are the subject of any Receivable;

provided,  however,  that if the Company enters into agreements for the purchase
of  interests in  receivables  from one or more Other  Transferors,  the Company
shall  allocate  such  Indemnified  Amounts  which  are in  connection  with the
Liquidity Agreement or the Credit Support Agreement to the Issuer and each Other
Transferor;  and  provided,  further,  that  if  such  Indemnified  Amounts  are
attributable  to the Issuer and not  attributable to any Other Transfer- or, the
Issuer  shall  be  solely  liable  for  such  Indemnified  Amounts  or  if  such
Indemnified  Amounts are attributable to Other  Transferors and not attributable
to  the  Issuer,  such  Other  Transferors  shall  be  solely  liable  for  such
Indemnified Amounts.

                  SECTION 4.2. Indemnity for Taxes,  Reserves and Expenses.  (a)
If after the date hereof,  the adoption of any Law or bank regulatory  guideline
or any amendment or


                                                 22

<PAGE>



change in the  interpretation  of any existing or future Law or bank  regulatory
guideline by any Official Body charged with the  administration,  interpretation
or application  thereof,  or the  compliance  with any directive of any Official
Body (in the case of any bank  regulatory  guideline,  whether or not having the
force of Law):

                  (1) shall  subject any  Indemnified  Party to any tax, duty or
other charge with respect to this Agreement,  the Security Agreement,  the Note,
the Net  Investment,  the  Collateral or payments of amounts due  hereunder,  or
shall  change the basis of  taxation of  payments  to any  Indemnified  Party of
amounts payable in respect of this Agreement, the Note, the Net Investment,  the
Collateral  or payments of amounts due  hereunder or its  obligation  to advance
funds under the Liquidity  Agreement,  the Credit Support Agreement or otherwise
in  respect  of this  Agreement,  the  Security  Agreement,  the  Note,  the Net
Investment  or the  Collateral  (except  for  changes  in the  rate  of  general
corporate, franchise, net income or other income tax imposed on such Indemnified
Party by the jurisdiction in which such Indemnified  Party's principal executive
office is located); or

                  (2) shall  impose,  modify or deem  applica-  ble any reserve,
special deposit or similar requirement (including,  without limitation, any such
requirement  imposed by the Board of  Governors of the Federal  Reserve  System)
against assets of,  deposits with or for the account of, or credit  extended by,
any Indemnified  Party or shall impose on any Indemnified Party or on the United
States market for  certificates  of deposit or the London  interbank  market any
other condition affecting this Agreement,  the Security Agreement, the Note, the
Net  Investment,  the  Collateral  or payments of amounts due  hereunder  or its
obligation to advance funds under the Liquidity  Agreement,  the Credit  Support
Agreement  or  otherwise  in  respect  of  this  Agreement,  the  Note,  the Net
Investment or the Collateral;

                  (3)  imposes  upon any  Indemnified  Party any  other  expense
(including,  without limitation,  reasonable  attorneys' fees and expenses,  and
expenses  of  litigation  or  preparation  therefor  in  contesting  any  of the
foregoing) with respect to this Agreement, the Security Agreement, the Note, the
Net  Investment,  the  Collateral  or payments of amounts due  hereunder  or its
obligation to


                                                 23

<PAGE>



advance funds under the Liquidity  Agreement or the Credit Support  Agreement or
otherwise in respect of this  Agreement,  the Note,  the Net  Investment  or the
Collateral;

and  the  result  of any of the  foregoing  is to  increase  the  cost  to  such
Indemnified Party with respect to this Agreement,  the Security  Agreement,  the
Note, the Net Investment, the Collateral, the obligations hereunder, the funding
of any  purchases  hereunder,  the  Liquidity  Agreement  or the Credit  Support
Agreement,  by an  amount  reasonably  deemed  by such  Indemnified  Party to be
material,  then within 10 days after demand by the Company, the Issuer shall pay
to the  Company  such  additional  amount or  amounts  as will  compensate  such
Indemnified  Party for such increased cost provided that no such amount shall be
payable  with  respect to any period  commencing  more than 90 days prior to the
date  the  Company  first  notifies  the  Issuer  of  its  intention  to  demand
compensation therefor under this Section 4.2(a).

                  (b) If any Indemnified  Party shall have determined that after
the date hereof, the adoption of any applicable Law or bank regulatory guideline
regarding  capital  adequacy,  or  any  change  therein,  or any  change  in the
interpretation  thereof by any Official Body, or any directive regarding capital
adequacy (in the case of any bank  regulatory  guideline,  whether or not having
the force of law) of any such  Official  Body,  has or would  have the effect of
reducing the rate of return on capital of such Indemnified Party (or its parent)
as a  consequence  of such  Indemnified  Party's  obligations  hereunder or with
respect  hereto to a level  below  that  which  such  Indemnified  Party (or its
parent) could have achieved but for such adoption,  change, request or directive
(taking into  consideration its policies with respect to capital adequacy) by an
amount  reasonably  deemed by such Indemnified  Party to be material,  then from
time to time,  within 10 days after demand by the Company,  the Issuer shall pay
to the  Company  such  additional  amount or  amounts  as will  compensate  such
Indemnified  Party (or its parent)  for such  reduction;  provided  that no such
amount shall be payable with respect to any period  commencing less than 30 days
after the date the Company first  notifies the Issuer of its intention to demand
compensation under this Section 4.2(b).



                                                 24

<PAGE>



                  (c) The Company will  promptly  notify the Issuer of any event
of which it has knowledge,  occurring after the date hereof,  which will entitle
an Indemnified  Party to compensation  pursuant to this Section 4.2. A notice by
the Company  claiming  compensation  under this  Section  and setting  forth the
additional  amount or amounts to be paid to it hereunder  shall be conclusive in
the absence of manifest error. In determining  such amount,  the Company may use
any reasonable averaging and attributing methods.

                  (d)   Anything   in   this   Section   4.2  to  the   contrary
notwithstanding,  if the Company enters into  agreements for the  acquisition of
interests in receivables from one or more Other  Transferors,  the Company shall
allocate the  liability  for any amounts  under this Section 4.2  ("Section  4.2
Costs") ratably to the Issuer and each Other Transferor; and provided,  further,
that  if  such  Section  4.2  Costs  are  attributable  to the  Issuer  and  not
attributable to any Other Transferor, the Issuer shall be solely liable for such
Section 4.2 Costs or if such Section 4.2 Costs are  attributable to Other Trans-
ferors and not  attributable  to the  Issuer,  such Other  Transferors  shall be
solely liable for such Section 4.2 Costs.

                  SECTION 4.3. Other Costs,  Expenses and Related  Matters.  (a)
The Issuer  agrees,  upon  receipt of a written  invoice,  to pay or cause to be
paid, and to save the Company,  the Bank Investors,  the Collateral  Agent,  the
Agent and the  Administrative  Agent harmless against  liability for the payment
of, all reasonable  out-of-pocket expenses (including,  without limitation,  all
reasonable attorneys',  accountant's and other third parties' fees and expenses,
any filing fees and expenses incurred by officers or employees of the Company or
any Bank Investor)  incurred by or on behalf of the Company,  any Bank Investor,
the Collateral  Agent, the Agent or the  Administrative  Agent (i) in connection
with the negotiation, execution, delivery and preparation of this Agreement, the
Note and the  Security  Agreement  and any  documents or  instruments  delivered
pursuant hereto or thereto and the transactions  contemplated hereby and thereby
and (ii) from time to time (a) relating to any  amendments,  waivers or consents
under  this  Agreement,  the Note and the  Security  Agreement,  (b)  arising in
connection with the Company's or its agent's enforcement or preservation of


                                                 25

<PAGE>



rights  (including,  without  limitation,  the  perfection and protection of the
Collateral  Agent's  security  interest  in the  Collateral),  or (c) arising in
connection with any audit, dispute, disagreement,  litigation or preparation for
litigation  involving  this  Agreement  (all  of  such  amounts,   collectively,
"Transaction Costs").


                                              ARTICLE V

                                     THE AGENT; BANK COMMITMENT

                  SECTION  5.1.  Authorization  and Action.  (a) The Company and
each Bank Investor  hereby appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under this  Agreement and the
Security  Agreement  as are  delegated  to the  Agent by the  terms  hereof  and
thereof,  together with such powers as are  reasonably  incidental  thereto.  In
furtherance,  and without limiting the generality, of the foregoing, the Company
and each Bank  Investor  hereby  appoints  the Agent as its agent to execute and
deliver all further instruments and documents,  and take all further action that
the  Agent may deem  necessary  or  appropriate  or that the  Company  or a Bank
Investor  may  reasonably  request  in order to  perfect,  protect or more fully
evidence the interests transferred or to be transferred from time to time by the
Issuer  hereunder,  or to enable any of them to exercise or enforce any of their
respective rights hereunder, including, without limitation, the execution by the
Agent as secured party/assignee of such financing or continuation statements, or
amendments  thereto  or  assignments  thereof,  relative  to  all  or any of the
Receivables  now existing or hereafter  arising,  and such other  instruments or
notices, as may be necessary or appropriate for the purposes stated hereinabove.
The Company  and the  Majority  Investors  may direct the Agent to take any such
incidental action hereunder.  With respect to other actions which are incidental
to the actions  specifically  delegated to the Agent hereunder,  the Agent shall
not be  required  to take any such  incidental  action  hereunder,  but shall be
required  to act or to refrain  from  acting  (and shall be fully  protected  in
acting or refraining from acting) upon the direction of the Majority  Investors;
provided, however, that Agent shall not be required to take any action hereunder
if the taking of such  action,  in the  reasonable  determination  of the Agent,
shall


                                                 26

<PAGE>



be in violation of any  applicable  law,  rule or  regulation or contrary to any
provision of this Agreement or shall expose the Agent to liability  hereunder or
otherwise.  Upon the  occurrence and during the  continuance of any  Termination
Event or Potential  Termination  Event the Agent shall take no action  hereunder
(other than ministerial actions or such actions as are specifically provided for
herein)  without the prior  consent of the Majority  Investors.  The Agent shall
not, without the prior written consent of all Bank Investors and the Surety Bond
Provider (which consent shall not be unreasonably withheld or delayed, and which
consent  shall only be required by the Surety  Bond  Provider  for so long as no
Surety Bond  Provider  Default has  occurred  and is  continuing),  agree to (i)
amend,  modify or waive any  provision of this  Agreement in any way which would
(A) reduce or impair Collections or the payment of fees payable hereunder to the
Bank  Investors or delay the scheduled  dates for payment of such  amounts,  (B)
increase the  Servicing  Fee to a percentage  greater than 1.50% per annum,  (C)
modify any provisions of this Agreement or the Purchase  Agreement or any Surety
Bond relating to the timing of payments required to be made by the Issuer or the
Seller and/or Surety Bond  Provider or the  application  of the proceeds of such
payments,  (D) the appointment of any Person (other than the Agent) as successor
Servicer or (E) release any property  from the lien  provided by this  Agreement
(other than as expressly  contemplated herein). The Agent shall not agree to any
amendment  of  this  Agreement  which  increases  the  dollar  amount  of a Bank
Investor's  Commitment  without  the prior  consent  of such Bank  Investor.  In
addition,  the Agent  shall not agree to any  amendment  of this  Agreement  not
specifically described in the two preceding sentences without the consent of the
related Majority  Investors(which  consent shall not be unreasonably withheld or
delayed). "Majority Investors" shall mean, at any time, the Agent and those Bank
Investors  which hold  Commitments  aggregating  in excess of 66 and 2/3% of the
Facility Limit as of such date. In the event the Agent requests the Company's or
a Bank  Investor's  consent  pursuant to the foregoing  provisions and the Agent
does not receive a consent  (either  positive or  negative)  from the Company or
such Bank Investor  within 10 Business Days of the Company's or Bank  Investor's
receipt  of such  request,  then the  Company  or such  Bank  Investor  (and its
percentage interest hereun-


                                                 27

<PAGE>



der) shall be disregarded  in determining  whether the Agent shall have obtained
sufficient consent hereunder.

                  (b) The Agent shall  exercise such rights and powers vested in
it by this Agreement and the Security Agreement, and use the same degree of care
and skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

                  SECTION 5.2. Agent's Reliance,  Etc. Neither the Agent nor any
of its directors,  officers,  agents or employees shall be liable for any action
taken or omitted to be taken by it or them as Agent under or in connection  with
this  Agreement  or the  Security  Agreement,  except for its or their own gross
negligence or willful misconduct. Without limiting the foregoing, the Agent: (i)
may consult with legal counsel (including counsel for the Issuer or the Seller),
independent public accountants and other experts selected by it and shall not be
liable  for any  action  taken or  omitted  to be  taken in good  faith by it in
accordance with the advice of such counsel,  accountants or experts;  (ii) makes
no warranty or  representation to the Company or any Bank Investor and shall not
be  responsible  to the  Company  or  any  Bank  Investor  for  any  statements,
warranties  or  representations  made in or in connection  with this  Agreement;
(iii) shall not have any duty to ascertain  or to inquire as to the  performance
or observance of any of the terms,  covenants or conditions of this Agreement or
of the Security Agreement on the part of the Issuer, or Seller or to inspect the
property  (including the books and records) of the Issuer or Seller;  (iv) shall
not be  responsible  to the Company or any Bank Investor for the due  execution,
legality, validity,  enforceability,  genuineness,  sufficiency or value of this
Agreement,  the Security Agreement or any other instrument or document furnished
pursuant hereto or thereto; and (v) shall incur no liability under or in respect
of this Agreement,  the Security  Agreement by acting upon any notice (including
notice by telephone), consent, certificate or other instrument or writing (which
may be by telex)  believed  by it to be genuine and signed or sent by the proper
party or parties.

                  SECTION  5.3.  Credit  Decision.  The  Company  and each  Bank
Investor  acknowledges that it has,  independently and without reliance upon the
Agent, any of the


                                                 28

<PAGE>



Agent's  Affiliates,  any other Bank Investor or the Company (in the case of any
Bank  Investor) and based upon such  documents and  information as it has deemed
appropriate,  made its own  evaluation and decision to enter into this Agreement
to which it is a party and, if so required,  to acquire an interest in the Note.
The Company and each Bank Investor also acknowledges that it will, independently
and without  reliance upon the Agent, any of the Agent's  Affiliates,  any other
Bank  Investor or the Company  (in the case of any Bank  Investor)  and based on
such  documents  and  information  as it shall  deem  appropriate  at the  time,
continue to make its own  decisions  in taking or not taking  action  under this
Agreement and the other Transaction Documents to which it is a party.

                  SECTION 5.4.  Indemnification of the Agent. The Bank Investors
agree to  indemnify  the Agent (to the extent  not  reimbursed  by the  Issuer),
ratably in accordance  with their Pro Rata Shares,  from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs,  expenses or disbursements of any kind or nature  whatsoever which may be
imposed on, incurred by, or asserted against the Agent in any way relating to or
arising  out of this  Agreement  or any  action  taken or  omitted by the Agent,
provided  that the Bank  Investors  shall not be liable for any  portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements  resulting from the Agent's gross negligence or
willful  misconduct.  Without  limitation of the  foregoing,  the Bank Investors
agree to reimburse the Agent,  ratably in accordance with their Pro Rata Shares,
promptly upon demand for any  out-of-pocket  expenses  (including  counsel fees)
incurred  by the  Agent in  connection  with the  administration,  modification,
amendment or enforcement  (whether through  negotiations,  legal  proceedings or
otherwise) of, or legal advice in respect of rights or  responsibilities  under,
this  Agreement,  to the extent that such expenses are incurred in the interests
of or otherwise in respect of the Bank Investors hereunder and/or thereunder and
to the extent that the Agent is not reimbursed for such expenses by the Issuer.

                  SECTION 5.5. Successor Agent. The Agent may resign at any time
by giving written notice thereof to each Bank Investor,  the Company, the Surety
Bond Provider and the Issuer and may be removed at any time with cause


                                                 29

<PAGE>



by the Majority Investors. Upon any such resignation or removal, the Company and
the Majority  Investors  shall appoint a successor  Agent.  The Company and each
Bank  Investor  agrees  that it shall  not  unreasonably  withhold  or delay its
approval of the  appointment of a successor  Agent.  If no such successor  Agent
shall have been so appointed,  and shall have accepted such appointment,  within
30 days  after the  retiring  Agent's  giving of  notice of  resignation  or the
Majority  Investors' removal of the retiring Agent, then the retiring Agent may,
on behalf of the Company and the Bank Investors, appoint a successor Agent which
successor  Agent shall be either (i) a commercial  bank organized under the laws
of the United  States or of any state  thereof  and have a combined  capital and
surplus of at least  $50,000,000  or (ii) an Affiliate of such a bank.  Upon the
acceptance of any  appointment  as Agent  hereunder by a successor  Agent,  such
successor  Agent  shall  thereupon  succeed  to and become  vested  with all the
rights,  powers,  privileges and duties of the retiring Agent,  and the retiring
Agent shall be discharged from its duties and obligations  under this Agreement.
After any  retiring  Agent's  resignation  or removal  hereunder  as Agent,  the
provisions  of this  Article V shall  continue to inure to its benefit as to any
actions  taken or  omitted  to be taken by it  while  it was  Agent  under  this
Agreement.

                  SECTION  5.6.  Payments  by  the  Agent.  Unless  specifically
allocated  to a Bank  Investor  pursuant  to the  terms of this  Agreement,  all
amounts  received by the Agent on behalf of the Bank Investors  shall be paid by
the Agent to the Bank Investors (at their respective accounts specified in their
respective  Assignment  and  Assumption  Agreements)  in  accordance  with their
respective  related pro rata interests in the Net Investment on the Business Day
received by the Agent, unless such amounts are received after 12:00 noon on such
Business  Day, in which case the Agent shall use its  reasonable  efforts to pay
such amounts to the Bank  Investors  on such  Business  Day,  but, in any event,
shall pay such amounts to the Bank Investors in accordance with their respective
related pro rata  interests in the Net  Investment  not later than the following
Business Day.



                                                 30

<PAGE>



                  SECTION 5.7. Bank Commitment; Assignment to Bank Investors.

                  (a) Bank Commitment. At any time on or prior to the Commitment
Termination  Date,  in the event  that the  Company  does not make a  Subsequent
Funding as requested  under Section 2.1, then at any time, the Issuer shall have
the right to require the Company to assign its  interest in the Note in whole to
the Bank Investors pursuant to this Section 5.7. In addition,  at any time on or
prior  to  the  Commitment  Termination  Date  (i)  upon  the  occurrence  of  a
Termination  Event,  or a Wind-Down  Event or the  Termination  Date or (ii) the
Company elects to give notice to the Issuer of an Advance  Termination Date, the
Issuer hereby  requests and directs that the Company  assign its interest in the
Note in whole to the Bank Investors  pursuant to this Section 5.7 and the Issuer
hereby agrees to pay the amounts  described in Section  5.7(d)  below.  Provided
that (i) the Net Asset Test is satisfied  and (ii) the Issuer shall have paid to
the Company all amounts due as described in Section 5.7(d) hereof, upon any such
election by the Company or any such  request by the  Issuer,  the Company  shall
make such  assignment  and the Bank Investors  shall accept such  assignment and
shall assume all of the Company's obligations hereunder.  In connection with any
assignment from the Company to the Bank Investors  pursuant to this Section 5.7,
each Bank Investor shall, on the date of such assignment,  pay to the Company an
amount equal to its Assignment  Amount. In addition,  at any time on or prior to
the  Commitment  Termination  Date the  Issuer  shall  have the right to request
funding under this Agreement  directly from the Bank Investors  provided that at
such  time  all  conditions  precedent  set  forth  herein  and in the  Security
Agreement for a Subsequent  Funding shall be satisfied and provided further that
in connection with such funding by the Bank Investors, the Bank Investors accept
the  assignment  of the Note from the  Company  and assume all of the  Company's
obligations hereunder concurrently with or prior to any such Subsequent Funding.
Upon any assignment by the Company to the Bank Investors contemplated hereunder,
the Company shall cease to make any further advances to the Issuer hereunder.

                  (b)  Assignment.  No Bank Investor may assign all or a portion
of its  interest  in the Note and its rights and  obligations  hereunder  to any
Person unless


                                                 31

<PAGE>



approved in writing by the Agent. In the case of an assignment by the Company to
the Bank Investors or by a Bank Investor to another  Person,  the assignor shall
deliver  to  the  assignee(s)  an  Assignment  and  Assumption  Agreement,  duly
executed,  assigning  to the  assignee a pro rata  interest  in the Note and the
assignor's  rights and  obligations  hereunder and the assignor  shall  promptly
execute and deliver all further instruments and documents,  and take all further
action,  that the assignee may reasonably  request, in order to protect, or more
fully evidence the assignee's right,  title and interest in and to such interest
and to enable the Agent, on behalf of such assignee,  to exercise or enforce any
rights  hereunder  and under the other  documents to which such  assignor is or,
immediately prior to such assignment, was a party. Upon any such assignment, (i)
the  assignee  shall  have all of the  rights and  obligations  of the  assignor
hereunder  and  under  the  other  documents  to  which  such  assignor  is  or,
immediately prior to such assignment,  was a party with respect to such interest
for all purposes of this  Agreement and under the other  documents to which such
assignor  is or,  immediately  prior to such  assignment,  was a party (it being
understood  that the Bank  Investors,  as  assignees,  shall (x) be obligated to
effect  Subsequent  Fundings  under  Section  2.1 in  accordance  with the terms
thereof,  notwithstanding that the Company was not so obligated and (y) not have
the  right to  deliver  a  notice  specifying  an  "Advance  Termination  Date,"
notwithstanding  that the Company had such right) and (ii) the assignor  shall
relinquish  its rights with  respect to such  interest  for all purposes of this
Agreement  and  under  the  other  documents  to  which  such  assignor  is  or,
immediately  prior to such assignment,  was a party. No such assignment shall be
effective unless a fully executed copy of the related  Assignment and Assumption
Agreement shall be delivered to the Agent and the Issuer.  All reasonable  costs
and  expenses  of the Agent and the  assignor  incurred in  connection  with any
assignment hereunder shall be borne by the Issuer and not by the assignor or any
such  assignee.  No Bank  Investor  shall  assign any portion of its  Commitment
hereunder without also simultaneously assigning an equal portion of its interest
in the Liquidity Agreement.

                  (c) Effects of  Assignment.  By executing  and  delivering  an
Assignment  and  Assumption  Agreement,  the assignor  and  assignee  thereunder
confirm to and agree


                                                 32

<PAGE>



with each  other and the other  parties  hereto as  follows:  (i) other  than as
provided in such  Assignment  and  Assumption  Agreement,  the assignor makes no
representation  or warranty  and assumes no  responsibility  with respect to any
statements,  warranties or  representations  made in or in connection  with this
Agreement,  the other  documents or any other  instrument or document  furnished
pursuant hereto or thereto or the execution, legality, validity, enforceability,
genuineness,  sufficiency or value or this Agreement, the other documents or any
such other instrument or document;  (ii) the assignor makes no representation or
warranty and assumes no responsibility  with respect to the financial  condition
of the Issuer or the Seller or the  performance  or  observance by the Issuer or
the  Seller  of  any of its  obligations  under  this  Agreement,  the  Purchase
Agreement,  the Security Agreement or any other instrument or document furnished
pursuant  hereto;  (iii) such  assignee  confirms that it has received a copy of
this Agreement,  the Security Agreement, the Purchase Agreement, the Surety Bond
and  such  other  instruments,  documents  and  information  as  it  has  deemed
appropriate  to make its own credit  analysis  and  decision  to enter into such
Assignment  and Assumption  Agreement and to purchase such  interest;  (iv) such
assignee will,  independently and without reliance upon the Agent, or any of its
Affiliates,  or the  assignor  and  based  on  such  agreements,  documents  and
information as it shall deem  appropriate at the time,  continue to make its own
credit  decisions in taking or not taking  action under this  Agreement  and the
other  documents;  (v) such assignee  appoints and  authorizes the Agent to take
such  action as agent on its  behalf  and to  exercise  such  powers  under this
Agreement,  the other documents and any other  instrument or document  furnished
pursuant  hereto or thereto as are delegated to the Agent by the terms hereof or
thereof,  together with such powers as are reasonably  incidental thereto and to
enforce its  respective  rights and interests in and under this  Agreement,  the
Security  Agreement and the other  documents;  (vi) such assignee agrees that it
will perform in accordance with their terms all of the obligations  which by the
terms of this Agreement and the other  documents are required to be performed by
it as the assignee of the assignor;  and (vii) such assignee agrees that it will
not  institute  against the Company any  proceeding  of the type  referred to in
Section 6.6 prior to the date which is one year and one day after the payment in
full of all Commercial Paper issued by the Company.



                                                 33

<PAGE>




                  (d) Issuer's  Obligation  to Pay Certain  Amounts;  Additional
Assignment  Amount.  The Issuer  shall pay to the Agent,  for the account of the
Company,  in connection with any assignment by the Company to the Bank Investors
pursuant to this Section 5.7, an aggregate amount equal to all Carrying Costs to
accrue with  respect to  obligations  already  entered  into by the Company as a
result of or in connection with this Agreement. To the extent that such Carrying
Costs  relate to  interest or discount  on  Commercial  Paper  issued to fund or
refinance  the Net  Investment,  if the  Issuer  fails to make  payment  of such
amounts  at or  prior  to the  time of  assignment  by the  Company  to the Bank
Investors,  such amount shall be paid by the Bank Investors (in accordance  with
their respective Pro Rata Shares) to the Company as additional consideration for
the  interests  assigned  to the  Bank  Investors  and  the  amount  of the  Net
Investment  hereunder held by the Bank Investors shall be increased by an amount
equal to the additional amount so paid by the Bank Investors.

                  (e)  Administration of Agreement After  Assignment.  After any
assignment  by the Company to the Bank  Investors  pursuant to this  Section 5.7
(and the payment of all amounts owing to the Company in  connection  therewith),
all rights of the Administrative Agent and the Collateral Agent set forth herein
shall be deemed  to be  afforded  to the  Agent on behalf of the Bank  Investors
instead of either such party.

                  (f) Payments.  After any assignment by the Company to the Bank
Investors pursuant to this Section 5.7, all payments to be made hereunder by the
Issuer  or the  Collection  Agent  to the  Bank  Investors  shall be made to the
Agent's account as such account shall have been notified to the Issuer.

                  (g)  Downgrade of Bank  Investor.  If at any time prior to any
assignment by the Company to the Bank Investors as contemplated pursuant to this
Section 5.7, the short term debt rating of any Bank  Investor  shall be "A-2" or
"P-2" with negative credit implications from S&P or Moody's, respectively,  such
Bank Investor, upon request of the Agent, shall, within 30 days of such


                                                 34

<PAGE>



request,  assign its  rights  and  obligations  hereunder  to another  financial
institution (which  institution's  short term debt shall be rated at least "A-2"
and "P-2" from S&P and  Moody's,  respectively,  and which shall not be so rated
with  negative  credit  implications).  If the short term debt  rating of a Bank
Investor shall be "A-3" or "P-3",  or lower,  from S&P or Moody's,  respectively
(or such  rating  shall  have been  withdrawn  by S&P's or  Moody's),  such Bank
Investor,  upon request of the Agent,  shall,  within five (5) Business  Days of
such request,  assign its rights and obligations  hereunder to another financial
institution (which  institution's  short term debt shall be rated at least "A-2"
and "P-2" from S&P and  Moody's,  respectively,  and which shall not be so rated
with  negative  credit  implications).  In either  such  case,  if any such Bank
Investor shall not have assigned its rights and obligations under this Agreement
within the applicable time period  described  above,  the Company shall have the
right to  require  such Bank  Investor  to accept  the  assignment  of such Bank
Investor's Pro Rata Share of the Net Investment;  such assignment shall occur in
accordance  with the  applicable  provisions  of this  Section  5.7.  Such  Bank
Investor  shall be  obligated  to pay to the Company,  in  connection  with such
assignment,  in addition to the Pro Rata Share of the Net Investment,  an amount
equal to the interest  component of the outstanding  Commercial  Paper issued to
fund the portion of the Net Investment being assigned to such Bank Investor,  as
reasonably determined by the Agent. Notwithstanding anything contained herein to
the  contrary,  upon  any such  assignment  to a  downgraded  Bank  Investor  as
contemplated  pursuant to the  immediately  preceding  sentence,  the  aggregate
available  amount of the Facility  Limit,  solely as it relates to new Fundings,
shall be reduced  by the amount of unused  Commitment  of such  downgraded  Bank
Investor;  it being understood and agreed,  that nothing in this sentence or the
two preceding  sentences shall affect or diminish in any way any such downgraded
Bank  Investor's  Commitment to the Issuer or such  downgraded  Bank  Investor's
other obligations and liabilities hereunder and under the other documents.




                                                 35

<PAGE>



                                             ARTICLE VI

                                            MISCELLANEOUS

                  SECTION   6.1.   Notices,   Etc.   Except   where   telephonic
instructions or notices are authorized herein to be given, all notices, demands,
instructions  and other  communications  required or permitted to be given to or
made upon any party  hereto  shall be in writing and shall be sent by  facsimile
transmission  with a confirmation  of the receipt thereof and shall be deemed to
be given for  purposes  of this  Agreement  on the day that the  receipt of such
facsimile  transmission  is confirmed in accordance  with the provisions of this
Section  6.1.  Unless  otherwise  specified  in a notice  sent or  delivered  in
accordance  with the foregoing  provisions of this  Section,  notices,  demands,
instructions and other  communications in writing shall be given to or made upon
the respective  parties hereto at their  respective  addresses  indicated below,
and, in the case of telephonic instructions or notices, by calling the telephone
number or numbers indicated for such party below:

                  If to the Company:

                           Enterprise Funding Corporation
                           c/o Merrill Lynch Money Markets Inc.
                           World Financial Center - South Tower
                           225 Liberty Street
                           New York, New York  10281
                           Attention: Gary Carlin
                           Telephone: (212) 236-7200
                           Telecopy:  (212) 236-7584

                           (with a copy to the Administrative Agent)

                  If to the Issuer:

                           UAC Boat Funding Corp.
                           250 North Shadeland Avenue, Suite 230-A
                           Indianapolis, Indiana  46219
                           Attention: Melanie Otto
                           Telephone:  (317) 231-6311
                           Telecopy:   (317) 231-7926



                                                 36

<PAGE>



                  If to the Agent:

                           NationsBank N.A.
                           NationsBank Corporate Center
                           100 North Tryon Street
                           NC1-007-10-07
                           Charlotte, North Carolina  28255-0001
                           Attention:  Michelle M. Heath
                                            Investment Banking
                           Telephone:  (704) 386-7922
                           Telecopy:   (704) 388-9169

                  SECTION 6.2.  Successors and Assigns.  This Agreement shall be
binding  upon the Issuer and the Company  and their  respective  successors  and
assigns and shall inure to the benefit of the Issuer,  and the Company and their
respective  successors and assigns  including the Liquidity  Provider;  provided
that the Issuer  shall not assign  any of its  rights or  obligations  hereunder
without the prior written consent of the Company and the Collateral  Agent.  The
Issuer hereby  acknowledges that the Company has assigned and granted a security
interest in all of its rights  hereunder to the Collateral  Agent.  In addition,
the Issuer hereby acknowledges that the Company may at any time and from time to
time assign all or a portion of its rights  hereunder to the Liquidity  Provider
pursuant to the Liquidity Agreement.  Except as expressly permitted hereunder or
in the agreements  establishing  the Company's  commercial  paper  program,  the
Company shall not assign any of its rights or obligations  hereunder without the
prior written consent of the Issuer.

                  SECTION  6.3.  Severability  Clause.  Any  provisions  of this
Agreement which are prohibited or unen- forceable 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 6.4.  Amendments.  This  Agreement  and the rights and
obligations  of the parties  hereunder may not be changed  orally but only by an
instrument in writing  signed by the parties  hereto;  provided that the written
consent of the Surety Bond Provider shall be


                                                 37

<PAGE>



required  prior to any amendment or  modification  of Section 2.1,  Section 4.2,
Section  4.3,  the sixth  sentence of Section  5.1,  Section  6.2,  Section 6.4,
Section  6.8 or Section  6.9 of this  Agreement  and prior to any  amendment  or
modification   which  shall  materially  and  adversely  affect  the  rights  or
obligations of the Surety Bond Provider.

                  SECTION 6.5.  Governing Law. This Agreement shall be construed
in accordance with and governed by the laws of the State of New York.

                  SECTION 6.6. No Bankruptcy  Petition Against the Company.  The
Issuer  covenants and agrees that and each of the other parties hereto  covenant
and agree that,  and each such Person agrees that they shall cause any successor
servicer appointed pursuant to Section 4.1 of the Security Agreement to covenant
and  agree  that,  prior to the date  which  is one year and one day  after  the
payment  in full of all  Commercial  Paper  issued by the  Company,  it will not
institute against, or join any other Person in instituting  against, the Company
or the  Issuer,  any  bankruptcy,  reorganization,  arrangement,  insolvency  or
liquidation  proceedings,  or  other  proceedings  under  any  federal  or state
bankruptcy or similar law.

                  SECTION  6.7.  Setoff.   The  Issuer  hereby  irrevocably  and
unconditionally  waives  all right of  setoff  that it may have  under  contract
(including  this  Agreement),  applicable  law or otherwise  with respect to any
funds or monies of the Company at any time held by or in the  possession  of the
Company.

                  SECTION 6.8. No Recourse.  The Issuer's  obligations under the
Note are payable solely from the Collateral and no general recourse shall be had
on the Note against the Issuer;  provided that nothing in this  Agreement  shall
affect  the  ability  of the Agent to demand  funds  under  the  Surety  Bond in
accordance  with the terms thereof.  Except as otherwise  expressly  provided in
this Agreement,  it is understood and agreed that the Issuer shall not be liable
for the  payment  of  Purchased  Interests,  Commercial  Paper or for any losses
suffered by the Company in respect of the Note. The foregoing sentence shall not
relieve the Issuer from any liability  hereunder or under the Security Agreement
with respect to its


                                                 38

<PAGE>



representations,   warranties,  covenants  and  other  payment  and  performance
obligations herein or therein described.

                  SECTION 6.9. Further Assurances.  The Issuer agrees to do such
further  acts and things  and to execute  and  deliver  to the  Company,  or the
Collateral Agent such additional assignments, agreements, powers and instruments
as are  required  by the  Company to carry  into  effect  the  purposes  of this
Agreement  or the Security  Agreement  or to better  assure and confirm unto the
Company or the  Collateral  Agent its rights,  powers and remedies  hereunder or
thereunder.

                  SECTION 6.10. No Recourse against Merrill.  The obligations of
the Company under this  Agreement are solely the  corporate  obligations  of the
Company.  No recourse  shall be had for the payment of any amount owing  against
Merrill  Lynch Money  Markets,  Inc.  ("Merrill")  or against  any  stockholder,
employee, officer, director or incorporator of the Company. For purposes of this
Section  6.10,  the term  "Merrill"  shall  mean  and  include  Merrill  and all
affiliates   thereof  and  any  employee,   officer,   director,   incorporator,
shareholder  or  beneficial  owner of any of them;  provided  however,  that the
Company  shall not be  considered  to be an affiliate of Merrill for purposes of
this Section 6.10.

                  SECTION 6.11. Counterparts.  This Agreement 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.

                  SECTION  6.12.   Headings.   Section  headings  used  in  this
Agreement  are for  convenience  of  reference  only and  shall not  affect  the
construction or interpretation of this Agreement.



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<PAGE>



                  IN WITNESS WHEREOF, the Issuer, the Company and the Agent have
caused this Agreement to be executed by their respective officers thereunto duly
authorized as of the day and year first above written.


                             UAC BOAT FUNDING CORP.
                                              as Issuer


                                            By:  /s/ Melanie S. Otto
                                                 Name: Melanie S. Otto
                                            Title: Vice President


                         ENTERPRISE FUNDING CORPORATION,
                                             as Company


                                            By:  /s/ Stewart L. Culter
                                      Name: Stewart L. Culter
                                     Title: Vice President


                           NATIONSBANK, N.A., as Agent
                              and as Bank Investor


$75,000,000                                 By: /s/ Stan Meihaus
 Commitment                                    Name: Stan Meihaus
                                               Title:  Vice President



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