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                  AMENDED AND RESTATED NOTE PURCHASE AGREEMENT



                                      among

                                UAFC CORPORATION
                                   as Issuer,


                         ENTERPRISE FUNDING CORPORATION,
                                   as Company,

                                       and

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

                            Dated as of May 12, 2000




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<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.1.  Definitions......................................................2

                                   ARTICLE II

                               FUNDINGS; THE NOTE

SECTION 2.1.      Funding; The Note............................................8
SECTION 2.2.      Sharing of Payments, Etc....................................12
SECTION 2.3.      Right of Setoff.............................................12
SECTION 2.4.      Fees........................................................13

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES
                                  OF THE ISSUER

SECTION 3.1.      Representations and Warranties of the Issuer................13

                                   ARTICLE IV

                                 INDEMNIFICATION

SECTION 4.1.      Indemnity...................................................16
SECTION 4.2.      Indemnity for Taxes, Reserves and
                           Expenses...........................................18
SECTION 4.3.      Other Costs, Expenses and Related

                           Matters............................................20

                                    ARTICLE V

                           THE AGENT; BANK COMMITMENT

SECTION 5.1.      Authorization and Action....................................21


                                                         i


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                                                                             age

SECTION 5.2.      Agent's Reliance, Etc.......................................22
SECTION 5.3.      Credit Decision.............................................22
SECTION 5.4.      Indemnification of the Agent................................23
SECTION 5.5.      Successor Agent.............................................23
SECTION 5.6.      Payments by the Agent.......................................24
SECTION 5.7.      Bank Commitment; Assignment to Bank
                           Investors..........................................24

                                   ARTICLE VI

                                  MISCELLANEOUS

SECTION 6.1.      Notices, Etc................................................28
SECTION 6.2.      Successors and Assigns......................................29
SECTION 6.3.      Severability Clause.........................................31
SECTION 6.4.      Amendments..................................................31
SECTION 6.5.      Governing Law...............................................32
SECTION 6.6.      No Bankruptcy Petition Against the
                           Company............................................32
SECTION 6.7.      Setoff......................................................32
SECTION 6.8.      No Recourse.................................................33
SECTION 6.9.      Further Assurances..........................................33
SECTION 6.10.     No Recourse Against Stockholders, Officers or Directors.....33
SECTION 6.11.     Counterparts................................................33
SECTION 6.12.     Headings....................................................33


                                    EXHIBITS

EXHIBIT A                  Form of Assignment and Assumption
                           Agreement                                         A-1
EXHIBIT B                  Form of Initial Funding Request                   B-1
EXHIBIT C                  Form of Prefunding Notice                         C-1
EXHIBIT D                  Form of Note                                      D-1



                                                        ii

<PAGE>

                            AMENDED AND RESTATED NOTE PURCHASE AGREEMENT


                  THIS  AMENDED  AND  RESTATED  NOTE  PURCHASE  AGREE MENT (this
"Agreement"),  dated as of May 12, 2000 among ENTERPRISE FUND ING CORPORATION, a
Delaware corporation,  as lender (together with its succes sors and assigns, the
"Company"), UAFC CORPORATION, a Delaware corporation, as borrower (together with
its successors and assigns, the "Issuer") and BANK OF AMERICA,  N.A., a national
banking  association ("Bank of America"),  as agent for the Company and the Bank
Investors (in such capacity, together with its successors, the "Agent") and as a
Bank Investor.

                              W I T N E S S E T H :
                               - - - - - - - - - -

                  WHEREAS,  the parties  identified in the  preceding  paragraph
desire to amend and restate the Note  Purchase  Agreement  dated as of September
18, 1998 among the Issuer,  the Company and Bank of America (the "Note  Purchase
Agree ment");

                  WHEREAS,  Union  Acceptance  Funding  Corporation,  a Delaware
corporation,  referred to in the Note Purchase Agreement has changed its name to
UAFC Corporation;

                  WHEREAS, subject to the terms and conditions of this Agreement
and the Security Agreement,  the Issuer desires to obtain funds 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
Contracts;

                  NOW THEREFORE, the parties hereto agree as follows:

                                                  1


<PAGE>



                                              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:

                  "Administrative Agent" shall mean Bank of America, N.A., as
administrative agent for the Company.

                  "Affiliate"  shall have the meaning  specified in the Security
Agree ment.

                  "Agent" means Bank of America,  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,  (ii) such Bank  Investor's  Pro Rata
Share of the aggregate  Outstanding Balance of Receivables  (excluding Defaulted
Receivables) at such time, and (iii) 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.

                  "Assignment  Date" shall have the meaning specified in Section
2.1(g) herein.

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

                                                  2


<PAGE>



                  "Bank of  America"  shall have the  meaning  specified  in the
preamble hereto.

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

                  "Closing Date" shall mean September 18, 1998.

                  "Collateral"  shall have the meaning set forth in the Security
Agree ment.

                  "Collateral  Agent" shall mean Bank of America,  N.A.,  or any
succes sor thereto, as Collateral Agent under the Security Agreement.

                  "Collection  Agent" shall mean UAC as  collection  agent under
the Security Agreement, or any of its successors or assigns.

                  "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 accor
dance  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
"Commit ment".

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

                  "Common  Stock" shall mean 1000 shares of the Issuer's  common
stock, par value $1.00 per share.

                  "Company"  shall have the meaning  specified  in the  preamble
hereto.

                  "Conduit  Assignee"  shall mean any  commercial  paper conduit
administered by Bank of America and designated by Bank of America from time to

                                                  3


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time to accept  an  assignment  of the  Company  of all or a portion  of the Net
Investment.

                  "Credit  and   Collection   Policy"  shall  have  the  meaning
specified in the Security Agreement.

                  "Defaulting Bank Investor" shall have the meaning set forth in
Section 2.1 hereof.

                  "Deficit"  shall have the  meaning  set forth in  Section  2.1
hereof.

                  "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 mean $500,000,000.

                  "Funding"  shall mean the Initial  Funding and any  Prefunding
Deposit.

                  "Funding  Date"  shall  mean the date upon  which any  Funding
occurs.

                  "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and  pronouncements of the Accounting  Principles Board of
the American  Institute of Certified  Public  Accountants  and statements of the
Financial   Accounting   Standards   Board  or  in  such  other   statements  or
pronouncements by such other entity as approved by a significant  segment of the
accounting profession, which are in effect from time to time.

                  "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 set forth in Section
2.1(a) hereof.



                                                  4


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

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

                  "Issuer"  shall have the  meaning  specified  in the  preamble
hereto.

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

                  "Liquidity   Provider  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.

                  "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.

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

                  "Net Asset  Test" shall mean a test that is  satisfied  if the
Net Invest ment less the quotient of (a) the amount on deposit in the Prefunding
Account  Account and (b) 100% less the  quotient of (x) the  percentage  used to
determine  the  Required   Reserve  Account  Amount  and  (y)  the  Noteholder's
Percentage is equal to or less than the product of the  Noteholder's  Percentage
and the Net Receivables Balance.

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

                  "Non-Defaulting  Bank  Investor"  shall have the  meaning  set
forth in Section 2.1 hereof.

                                                  5


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                  "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, security agreement or other similar agreement with the
Company.

                  "Outstanding  Balance" shall have the meaning specified in the
Security Agreement.

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

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

                  "Prefunding  Deposit"  shall  have the  meaning  specified  in
Section 2.1(c) hereof.

                  "Prefunding  Notice"  shall  have  the  meaning  specified  in
Section 2.1 hereof.

                  "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.

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

                  "Requirements  of Law" for any Person means the certificate of
incorporation or articles of association and by-laws or other  organizational or
governing documents of such Person, and any law, treaty, rule or regulation,  or
determination  of  an  arbitrator  or  governmental   authority,  in  each  case
applicable  to or binding  upon such  Person or to which such Person is subject,
whether federal, state or local (including,  without limitation, usury laws, the
Federal Truth in Lending

                                                  6


<PAGE>



Act and  Regulation Z and  Regulation B of the Board of Governors of the Federal
Reserve System).

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

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

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

                  "Security  Agreement"  shall  mean the  Amended  and  Restated
Security Agreement, dated as of May 12, 2000 among UAC, as Collection Agent, the
Seller,  the Issuer,  the  Collateral  Agent,  the Insurer and the  Company,  as
amended and restated.

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

                  "Subsidiary"  shall mean any corporation  more than 50% of the
outstanding voting securities of which shall at any time be owned or controlled,
directly  or  indirectly,  by the  Issuer  or one or more  Subsidiaries,  or any
similar business organization which is so owned or controlled.

                  "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.

                  "Transaction  Documents"  shall have the meaning  specified in
the Security Agreement.

                  "UAC"  shall mean  Union  Acceptance  Corporation,  an Indiana
corporation, and its permitted successors and assigns.

                                                  7


<PAGE>



                  "Uniform Commercial Code" or "UCC" shall mean, with respect to
any state,  the Uniform  Commercial  Code as from time to time in effect in such
state.

                                             ARTICLE II

                                         FUNDINGS; THE NOTE

                  SECTION 2.1. Funding; The Note. (a) Initial Funding.  Upon the
terms and subject to the  conditions  herein set forth,  the Company may, at its
option,  or the Bank Investors  shall,  if so requested by the Company,  make an
initial  advance (the  "Initial  Funding") to the Issuer on or after the Closing
Date and prior to the Termination  Date. In connection with the Initial Funding,
the  Issuer  shall,  by notice in the form of  Exhibit  B hereto  (the  "Initial
Funding  Request")  request  such Funding at least one Business Day prior to the
proposed  date of such Initial  Funding.  Such notice shall specify the proposed
Funding Amount (which shall be at least $1,000,000) and the proposed date of the
Initial Funding.

                  (b) Conditions to Initial Funding. Neither the Company nor the
Bank Investors  shall, and shall have no obligation to, advance any funds to the
Issuer in  connection  with the  Initial  Funding if on the date of the  Initial
Funding, (i) either (x) if the Initial Funding is to be made by the Company, the
sum of the Net In vestment  after giving effect to the Initial  Funding plus the
Interest  Component of Commercial  Paper issued in connection  with such Funding
would exceed the Facility  Limit, or (y) if the Initial Funding is to be made by
the Bank  Investors,  the Net  Investment,  after  giving  effect to the Initial
Funding,  would exceed the  Facility  Limit,  (ii) after  giving  effect to such
Funding,  the Net Asset Test is not  satisfied,  (iii) if the Net  Investment is
funded by the  Company,  the Company is unable to obtain  funds  therefor in the
commercial  paper market or under the  Liquidity  Provider  Agreement,  (iv) the
Issuer shall have failed to deposit any Required  Yield Deposit  Amount into the
Yield  Supplement  Account  required  pursuant to Section  2.13 of the  Security
Agreement,  (v) the Issuer is not in compliance with Section 5.3 of the Security
Agreement,  (vi) the Policy shall not be in full force and effect or the Insurer
shall have  failed to make any  required  payment  thereunder;  (vii) the Issuer
shall  not have  deposited  in the  Reserve  Account,  or shall  not have  given
irrevocable  instruc  tions to the Agent to  withhold  from the  proceeds of the
Initial Funding,  an amount equal to the amount necessary to cause the amount on
deposit in the Reserve Ac count to equal the  Required  Reserve  Account  Amount
(calculated as if the Initial Funding shall have  occurred);  (viii) a Potential
Termination  Event  or  the  Termina  tion  Date  shall  have  occurred  and  be
continuing,  or (ix) the  conditions  precedent  set forth in Section 4.1 of the
Security Agreement shall not be satisfied.

                  (c)  Prefunding  Deposits.  On the  Business Day prior to each
Prefunding  Date,  the Issuer  shall  provide the Agent and the  Insurer  with a
written notice in  substantially  the form of Exhibit C (a "Prefunding  Notice")
setting forth the Issuer's  reasonable best estimate of the aggregate  amount of
Receivables  projected to be acquired or  originated by UAC and purchased by the
Issuer pursuant to the Sale and Purchase  Agreement  during the period from such
Prefunding  Date to but not including the next succeeding  Prefunding  Date. The
Company  and the Bank  Investors  agree  that on the  related  Prefunding  Date,
provided that (i) no Potential  Termination Event has occurred,  (ii) the Issuer
shall have made the Interest Reserve Deposit to the Prefunding  Interest Reserve
Account as required by Section  2.11(b) of the  Security  Agreement on such day,
(iii) after giving effect to any such deposit (x) if the Net  Investment is held
by the Company,  the Net  Investment  plus the aggregate  Interest  Component of
Related Commercial Paper (as estimated by the Agent and provided to the Issuer),
after giving effect to such  Prefunding  Deposit,  would not exceed the Facility
Limit,  or (y) if the Net  Investment  is held by the  Bank  Investors,  the Net
Investment, after giving effect to such Prefunding Deposit, would not exceed the
Facility  Limit,  (iv) after giving effect to such Prefunding  Deposit,  the Net
Asset Test shall be satisfied,  (v) the Collection  Agent shall be in compliance
with the re  quirements  of Section 5.3 of the Security  Agreement in respect of
such  Prefunding  Date,  (vi) the Issuer shall have deposited all Required Yield
Deposit Amounts into the Yield Supplement  Account required  pursuant to Section
2.13 of the Security  Agreement,  (vii) the Policy shall  continue to be in full
force  and  effect  and the  Insurer  shall  have  made  all  required  payments
thereunder,  (viii) the amount on deposit in the  Reserve  Account  shall not be
less than the Required Reserve Account Amount  (calculated (x) immediately prior
to such  Prefunding  Date  and  (y) as if such  Prefunding  Deposit  shall  have
occurred),  and (ix) the Company  (if the deposit is to be made by the  Company)
shall be able to obtain  funds  therefor in the  commercial  paper  market,  the
Company or the Bank Investors, if the Company is not so able to obtain funds and
the  Company  shall have  assigned  the Note to the Bank  Investors  pursuant to
Section 5.7 hereof,  shall deposit in the Prefunding  Account an amount equal to
the  product  of  the  Noteholder's  Percentage  and  the  aggregate  amount  of
Receivables  so  projected  to be  acquired or  originated  (such  product,  the
"Prefunding Deposit").  Funds equal to the product of (i) the percentage used to
determine the Required  Reserve  Account Amount and (ii) the Prefunding  Deposit
divided  by the  Noteholder's  Percentage  will be removed  from the  Prefunding
Account and trans ferred to the Reserve Account.

                                                  8


<PAGE>




                  (d)   Initial   Funding   Request   and   Prefunding   Notices
Irrevocable.  The Initial  Funding  Request and any  Prefunding  Notice shall be
irrevo  cable 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  Provider  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 Provider Agreement),  by reason of the liquida tion 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.

                  (e)  Disbursement  of Funds.  (i) No later than 4:30 p.m. (New
York City  time) on the date on which the  Initial  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.

                  (ii) No later than 4:30 p.m.  (New York City time) on the date
on  which  any  Prefunding  Deposit  is to be  made,  the  Company  or the  Bank
Investors,  as applicable,  will deposit in  immediately  available  funds,  the
amount of the Funding to be made on such day by remitting  the  required  amount
thereof to the Prefunding Account.

                  (f)      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 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 fourth calendar month following

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the calendar month in which the latest  maturing  Receivable  (deter mined as of
the  Termination  Date) is scheduled  to mature  (without  regard to  extensions
subsequently  granted on any Receivable by the Issuer or the  Collection  Agent)
(5) be entitled to the benefit of the Policy 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 Agent 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 Agent  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 or any Bank Investor'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 thereunder.  In addi tion, 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.


                  (g) Defaulting Bank Investor.  If, by 2:00 p.m. (New York City
time), one or more Bank Investors (each, a "Defaulting Bank Investor",  and each
Bank Investor  other than any  Defaulting  Bank Investor  being referred to as a
"Non-Defaulting  Bank Investor") fails to make its Pro Rata Share of any Funding
available  pursuant to Section 2.1(a) or (c), as  applicable,  or any Assignment
Amount  payable by it pursuant to Section  5.7(a) (the  aggregate  amount not so
made available being herein called in either case the "Deficit"), then the Agent
shall, by no later than 2:30 p.m. (New York City time) on the applicable Funding
Date or the  applicable  date  that  such  Assignment  Amount  is  payable  (the
"Assignment  Date"),  as the  case may be,  instruct  each  Non-Defaulting  Bank
Investor to pay or deposit,  by no later than 3:00 p.m. (New York City time), in
immediately  available  funds,  to the  Issuer,  the  Prefunding  Account or the
Company,  as the  case  may be,  an  amount  equal  to the  lesser  of (i)  such
Non-Defaulting  Bank  Investor's  proportionate  share  (based upon the relative
Commitments of the  Non-Defaulting  Bank  Investors) of the Deficit and (ii) its
unused Commitment. A Defaulting Bank Investor shall forthwith, upon

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demand,  pay to the Agent for the  ratable  benefit of the  Non-Defaulting  Bank
Investors  all amounts paid by each  Non-Defaulting  Bank  Investor on behalf of
such Defaulting Bank Investor, together with interest thereon, for each day from
the date a payment was made by a  Non-Defaulting  Bank  Investor  until the date
such  Non-Defaulting Bank Investor has been paid such amounts in full, at a rate
per annum equal to the sum of the Base Rate,  plus 2.00% per annum. In addition,
if, after giving effect to the provisions of the immediately preceding sentence,
any Deficit with respect to any Assignment  Amount continues to exist, each such
Defaulting Bank Investor shall pay interest to the Agent, for the account of the
Company,  on such Defaulting Bank Investor's  portion of such remaining Deficit,
at a rate per annum,  equal to the sum of the Base  Rate,  plus 2.00% per annum,
for each day from the applicable  Assignment Date until the date such Defaulting
Bank  Investor  shall pay its portion of such  remaining  Deficit in full to the
Company.

                  SECTION 2.2.  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 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 2.3. Right of Setoff.  Without in any way limiting the
provisions of Section 2.2, 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
occur  rence of a  Termination  Event or during the  continuance  of a Potential
Termination  Event to  set-off,  appropriate  and  apply  (without  presentment,
demand, protest or

                                                 11


<PAGE>



other  notice  which are hereby  expressly  waived) any  deposits  and any other
indebt  edness 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 2.4.  Fees.  The Issuer shall pay, in accordance  with
the Fee  Letter,  such  fees as are  described  therein,  all of which  shall be
non-refundable.


                                             ARTICLE III

                                   REPRESENTATIONS AND WARRANTIES
                                            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, except as otherwise provided herein, as of
any Funding Date 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  material
governmen tal 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 and the
other Transaction  Documents 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  governmen tal authority or other
Person.

                  (c)  Binding  Effect.  Each of this  Agreement  and the  other
Transaction Documents constitutes the legal, valid and binding obligation of the


                                                 12


<PAGE>



Issuer,  enforceable against the Issuer in accordance with its terms, subject to
applica ble 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 Settlement Statement
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 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. 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,  under the
Security  Agreement,  the Note,  the Sale and  Purchase  Agreement  or any other
Transaction Document.

                  (g) Use of Proceeds.  The proceeds of any Funding will be used
by the Issuer to (a) acquire the Receivables,  the Contracts related thereto and
the Related  Security with respect thereto from UAC pursuant to the Sale and Pur
chase  Agreement,  (b) to pay down debt in  connection  with the purchase of the
Receivables and Contracts pursuant to the Sale and Purchase Agreement, or (c) to
make distributions constituting a return of capital.

                  (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 9.3 of the  Security  Agreement  and the offices  where the
Issuer  keeps all its records,  are located at the address  indicated in Section
9.3 of the Security Agreement.

                                                 13


<PAGE>



                  (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  insolvent  and will not be
rendered insolvent immediately following the consummation on the Closing 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.

                  (k) No Termination Event. After giving effect to each 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,  any Bank  Investor or the Agent 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

                                                 14


<PAGE>



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 dam ages, losses,  claims,  liabilities,  costs and
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 Adminis trative
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
uncollectible Receivables.  Such Indemnified Amounts shall be paid in accordance
with  Section  2.3(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,  UAC or the  Collection  Agent  (or any  officers  of the  Issuer or the
Collection  Agent)  under or in  connection  with this  Agreement,  the Security
Agreement,  the Initial Funding Request,  any Prefunding  Notice, any Settlement
Statement or any other information or report delivered by the Issuer, UAC or the
Collection  Agent  pursuant  hereto or  thereto,  which shall have been false or
incorrect in any material respect when made or deemed made;

                                                 15


<PAGE>



                  (b) the failure by the Issuer,  UAC or the Collection Agent 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 regula tion;

                  (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;

                  (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,  per fected 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  Obligor) 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 services  related to such  Receivable  or the  furnishing  or failure to
furnish such services;

                  (f) any  failure  of the  Issuer  to  perform  its  duties  or
obligations in accordance with the provisions 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 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  Provider  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 Transferor, the
Issuer  shall  be  solely  liable  for  such  Indemnified  Amounts  or  if  such
Indemnified Amounts are attributable

                                                 16


<PAGE>



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 change in the  interpretation  of any existing or future Law
or  bank   regulatory   guideline  by  any   Official   Body  charged  with  the
administration,  interpre tation 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  Provider  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 federal,
state or local  general  corporate,  franchise,  net  income or other  income or
similar 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  applicable  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 Provider  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

                                                 17


<PAGE>



or payments of amounts due  hereunder or its  obligation  to advance funds under
the Liquidity Provider 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  Provider  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 Agent, the Issuer shall pay
to the  Agent  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 Agent 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 Agent, the Issuer shall pay to
the Agent 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 Agent first  notifies the Issuer of its  intention to demand  compensa  tion
under this Section 4.2(b).

                  (c) The Agent or 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 Agent claiming compensation under this Section and setting forth
the additional  amount or amounts to be paid to it hereunder shall be conclusive
in the

                                                 18


<PAGE>



absence of manifest  error.  In determining  such amount,  the Agent may use any
reasonable averaging and attributing methods.

                  (d)  Anything  in this  Section  4.2 to the  contrary  notwith
standing, 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; provided, however, 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  Transferors  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.  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  other  Transaction   Document  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,  any
Bank Investor's or any of their agent's  agent's  enforcement or preservation of
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  involv  ing  this  Agreement  (all  of such  amounts,  collectively,
"Transaction Costs").

                                                 19


<PAGE>



                                              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 instru ments 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 the Agent  shall not be  required  to take any  action
hereunder if the taking of such action,  in the reasonable  determination of the
Agent,  shall 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.  "Majority  Investors"  shall mean, at any time,  the Agent and those
Bank  Investors  which  hold  Commitments  aggregating  in  excess of 50% 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

                                                 20


<PAGE>



receipt  of such  request,  then the  Company  or such  Bank  Investor  (and its
percentage  interest  hereunder) 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 Agree  ment 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 UAC),
independent  public accoun tants 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 perfor mance
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 UAC or to inspect  the
property  (including the books and records) of the Issuer or UAC; (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 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  Agree  ment 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

                                                 21


<PAGE>



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  Agree  ment 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 and the
Issuer and may be removed at any time with cause 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 accep tance of any  appointment  as
Agent hereunder by a successor Agent, such successor

                                                 22


<PAGE>



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.

                  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 Bank Investors elect to make
a Prefunding  Deposit as requested  under  Section  2.1,  then at any time,  the
Issuer shall be  considered  to have directed the Company to assign its interest
in the Note in whole to the Bank  Investors  pursuant to this  Section  5.7, the
Bank Investors agree to accept such assignment,  and the Issuer hereby agrees to
pay the amounts  described in Section 5.7(d) below. In addition,  at any time on
or prior to the Commitment Termination Date upon the occurrence of a Termination
Event or the  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.  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  assign  ment 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 Commit ment Termination Date the Issuer
shall have the right to request funding under this

                                                 23


<PAGE>



Agreement and the Security  Agreement  directly from the Bank Investors provided
that at such time all conditions  precedent set forth herein and in the Security
Agree ment for a Prefunding Deposit shall be satisfied and provided further that
in connec  tion with such  funding  by the Bank  Investors,  the Bank  Investors
accept  the  assign  ment of the Note from the  Company  and  assume  all of the
Company's  obligations  hereunder   concurrently  with  or  prior  to  any  such
Prefunding  Deposit.  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.  No  documentation  or action shall be required to effect
such  assignment of the Note by the Company to the Bank Investors other than the
giving of written notice by the Issuer of such direction to the Insurer,  to the
Administrative  Agent on behalf of the Company and to the Agent on behalf of the
Bank  Investors,  and by the  delivery  of a copy of such notice by the Agent to
each Bank Investor.

                  (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 approved in writing by the Agent and the Issuer. In the case of an
assignment 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 docu  ments,  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
Agree  ment and  under  the  other  documents  to  which  such  assignor  is or,
immediately  prior to such  assignment,  was a party 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

                                                 24


<PAGE>



Commitment  hereunder without also simultaneously  assigning an equal portion of
its interest in the Liquidity Provider Agreement.

                  (c) Effects of  Assignment.  By executing  and  delivering  an
Assignment  and  Assumption  Agreement,  the assignor  and  assignee  thereunder
confirm to and agree 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,  genuine ness, 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 UAC or the performance or observance
by the Issuer or UAC of any of its obliga tions under this  Agreement,  the Sale
and Purchase  Agreement,  the  Security  Agree ment or any other  instrument  or
document  furnished  pursuant hereto;  (iii) such assignee  confirms that it has
received  a copy of this  Agreement,  the  Security  Agree  ment,  the  Sale and
Purchase Agreement 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 docu ments;  (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 proceed ing 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 or the Conduit  Assignee,  as
applicable.

                                                 25


<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 Inves tors.

                  (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.  In the
event that the sum of the  Assignment  Amount paid by the Bank Investors and the
amounts paid to the Company  pursuant to Section 5.7(d) in connection  with such
assignment  is less  than  the  sum of the  Net  Investment  plus  the  Interest
Component  of all  outstanding  Related  Commercial  Paper,  then to the  extent
payments made hereunder in respect of the Net  Investment  exceed the Assignment
Amount, such excess shall be remitted by the Agent to the Company.

                  (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 request,
assign its rights and  obligations  hereunder to another  financial  institution
(which institution's

                                                 26


<PAGE>



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 advance to the Agent an amount  equal to its  Commitment  for
deposit by the Agent into an account,  in the name of the Agent,  which shall be
in  satisfaction  of such Bank  Investor's  obligations  to make Fundings and to
accept an assignment  from the Company in accordance with Section 5.7(a) hereof.
The amount on deposit in such account shall be invested by the Agent in Eligible
Investments and such Eligible  Investments  shall have a term of no more than 30
days,  at the  Agent's  sole  discretion.  The  Agent  shall  remit to such Bank
Investor,  monthly,  the income thereon.  Nothing in 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.

                                             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,

                                                 27


<PAGE>



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 Global Securitization Services, LLC
                           25 West 43rd St., Suite 704
                           New York, New York  10036
                           Attn: Kevin Burns
                           Telephone:  (212) 302-8331
                           Telecopy:   (212) 302-8767

                           (with a copy to the Administrative Agent)

                  If to the Issuer:

                           UAFC Corporation
                           9240 Bonita Beach Road, Suite 1109-C
                           Bonita Springs, Florida 34135-4250
                           Attn: Leeanne W. Graziani, President
                           Telephone:  (941) 948-1852
                           Telecopy:   (941) 948-1855

                  If to the Agent:

                           Bank of America, N.A.
                           Bank of America 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


                                                 28


<PAGE>



successors and assigns including the Liquidity Provider; provided, however, that
the Issuer shall not assign any of its rights or obligations  hereunder  without
the prior written consent of the Company,  the Collateral Agent and the Insurer.
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  Provider  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.

                  Without limiting the foregoing,  the Company may, from time to
time, with prior or concurrent notice to the Issuer and the Collection Agent, in
one transaction or a series of transactions,  assign all or a portion of the Net
Investment  and its rights and  obligations  under this  Agreement and any other
Transaction Documents to which it is a party to a Conduit Assignee.  Upon and to
the extent of such  assignment  by the Company to a Conduit  Assignee,  (i) such
Conduit  Assignee  shall  be  the  owner  of the  assigned  portion  of the  Net
Investment,  (ii) the related  administrative or managing agent for such Conduit
Assignee will act as the Adminis trative Agent for such Conduit  Assignee,  with
all  corresponding  rights and  powers,  expressed  or  implied,  granted to the
Administrative Agent hereunder or under the other Transaction  Documents,  (iii)
such Conduit Assignee and its liquidity  support  provider(s) and credit support
provider(s)  and other related  parties shall have the benefit of all the rights
and protections provided to the Company and its Liquidity Provider(s) and Credit
Support Provider(s), respectively, herein and in the other Transaction Documents
(including,  without limitation, any limitation on recourse against such Conduit
Assignee or related parties,  any agreement not to file or join in the filing of
a petition to commence an insolvency  proceeding  against such Conduit Assignee,
and the  right to  assign  to  another  Conduit  Assignee  as  provided  in this
paragraph),  (iv) such  Conduit  Assignee  shall  assume all (or the assigned or
assumed portion) of the Company's  obligations,  if any,  hereunder or any other
Transaction  Document,  and the Company shall be released from such obligations,
in each  case to the  extent  of such  assignment,  and the  obligations  of the
Company  and such  Conduit  Assignee  shall be several  and not  joint,  (v) all
distributions in respect of the Net Investment and the Note shall be made to the
applicable  agent or  administrative  agent,  as  applicable,  on  behalf of the
Company  and such  Conduit  Assignee  on a pro  rata  basis  according  to their
respective  interests,  (vi) the  definition of the term  "Carrying  Costs" with
respect to the portion of the Net Investment funded with

                                                 29


<PAGE>



commercial  paper  issued by the  Conduit  Assignee  from time to time  shall be
determined  on  the  basis  of the  interest  rate  or  discount  applicable  to
commercial  paper issued by such  Conduit  Assignee  (rather than the  Company),
(vii) the defined terms and other terms and provisions of this Agreement and the
other  Transaction  Documents  shall  be  interpreted  in  accordance  with  the
foregoing,  and (viii) if requested by the Agent or the agent of  administrative
agent with respect to the Conduit Assignee, the parties will execute and deliver
such further  agreements  and documents and take such other actions as the Agent
or such agent or  administrative  agent may  reasonably  request to evidence and
give effect to the foregoing. No Assignment by the Company to a Conduit Assignee
of all or any  portion  of the Net  Investment  shall  in any way  diminish  the
related Bank  Investors'  obligation  under  Section  2.1(a) to fund the Initial
Funding if not funded by the Company or such Conduit  Assignee or under  Section
5.7(a) to acquire from the Company or such  Conduit  Assignee all or any portion
of the Net Investment.

                  SECTION 6.3. Severability Clause. Any provisions of this Agree
ment which are prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

                  SECTION 6.4.  Amendments.  (a) No failure or delay on the part
of the Agent, the Company and the Bank Investors in exercising any power,  right
or remedy under this Agreement shall operate as a waiver thereof,  nor shall any
single or partial exercise of any such power, right or remedy preclude any other
further  exercise  thereof or the exercise of any other power,  right or remedy.
The rights and remedies herein provided shall be cumulative and  nonexclusive of
any rights or remedies provided by law.

                  (b) Any  provision of this  Agreement may be amended or waived
if, but only if, such  amendment is in writing and is signed by the Issuer,  the
Company, the Insurer and the Majority Investors (and, if Article V or the rights
or duties of the Agent are affected thereby,  by the Agent);  provided,  that no
such  amendment or waiver shall,  unless  signed by each Bank Investor  directly
affected  thereby,  (i) increase the Commitment of a Bank Investor,  (ii) reduce
the Net  Investment  or rate of interest to accrue  thereon or any fees or other
amounts payable hereunder,  (iii) postpone any date fixed for the payment of any
scheduled distribution in respect of the Net Investment or interest with respect
thereto or any fees or other amounts

                                                 30


<PAGE>



payable  hereunder  or  for  termination  of any  Commitment,  (iv)  change  the
percentage of the  Commitments or the number of Bank  Investors,  which shall be
required  for the Bank  Investors  or any of them to take any action  under this
Section  or any other  provision  of this  Agreement,  (v)  extend or permit the
extension of the Commitment  Termination Date, (vi) 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, (vii) increase the Servicing Fee to
a percentage greater than 1.0% per annum of the aggregate Outstanding Balance of
the  Receivables as of the first day of the related  Settlement  Period,  (viii)
modify any  provisions  of this  Agreement  or the Sale and  Purchase  Agreement
relating to the timing of  payments  required to be made by the Issuer or UAC or
the  application  of the  proceeds  of such  payments,  or (ix)  provide for the
appointment  of any  Person  (other  than the Agent) as a  successor  Collection
Agent.  In the event the Agent  requests  the  Company's  or a Bank Inves  tor'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
hereunder)  shall be  disregarded  in  determining  whether the Agent shall have
obtained sufficient consent hereunder.

                  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
Collec tion Agent appointed  pursuant to 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 (or, if the Net  Investment
(or any portion thereof) has been assigned to a Conduit  Assignee,  one year and
one day after the payment in full of all Commercial Paper issued by such Conduit
Assignee),  it  will  not  institute  against,  or  join  any  other  Person  in
instituting  against,  the  Company,  the  Issuer or any  Conduit  Assignee  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


                                                 31


<PAGE>



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 or UAC. Except as otherwise expressly provided in
this  Agreement,  it is  understood  and agreed that  neither the Issuer nor UAC
shall be liable for the payment of 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  representations,  warranties,  covenants  and other  payment and
performance obliga tions 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  Stockholders,  Officers or
Directors. Notwithstanding anything to the contrary contained in this Agreement,
the  obligations of the Company under this  Agreement and all other  Transaction
Documents  are solely the  corporate  obligations  of the  Company  and shall be
payable  solely to the extent of funds  received  from the Issuer in  accordance
herewith or from any party to any  Transaction  Document in accordance  with the
terms  thereof  in  excess  of  funds  necessary  to pay  matured  and  maturing
Commercial Paper.

                  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 interpre tation of this Agreement.



                                                 32


<PAGE>



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

                           UAFC CORPORATION,
                             as Issuer

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


                           ENTERPRISE FUNDING CORPORATION,
                            as Company

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


                         BANK OF AMERICA, N.A., as Agent

                             and as Bank Investor

$500,000,000                        By: /s/ Michelle M. Heath
 -----------
 Commitment                                 Name: Michelle M. Heath
                                            Title:



                                                 33