NOTE PURCHASE AGREEMENT

EXHIBIT 4.6(a)

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NOTE PURCHASE AGREEMENT

between

UAC SECURITIZATION CORPORATION

as Issuer,

WACHOVIA CAPITAL MARKETS, LLC,

as Deal Agent

the NOTE PURCHASERS

named herein

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Liquidity Agent

and as initial Committed Note Purchaser

and

VARIABLE FUNDING CAPITAL CORPORATION,

as an Initial Note Purchaser,

Dated as of October 7, 2003

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TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS..........................................................2

SECTION 1.1 DEFINITIONS..................................................2

ARTICLE II SALE AND DELIVERY OF THE NOTES......................................5

SECTION 2.1 SALE AND DELIVERY OF THE NOTES...............................5

SECTION 2.2 ACCEPTANCE AND CUSTODY OF NOTES..............................5

ARTICLE III CONDITIONS PRECEDENT...............................................5

SECTION 3.1 CONDITIONS PRECEDENT TO CLOSING..............................5

SECTION 3.2 CONDITIONS PRECEDENT TO EACH PURCHASE OF A SERIES OF NOTES...6

ARTICLE IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE ISSUER.............7

SECTION 4.1 REPRESENTATIONS AND WARRANTIES OF THE ISSUER.................7

SECTION 4.2 COVENANTS OF ISSUER..........................................9

ARTICLE V INDEMNIFICATION.....................................................10

SECTION 5.1 INDEMNITIES BY THE ISSUER...................................10

ARTICLE VI THE DEAL AGENT AND THE LIQUIDITY AGENT.............................10

SECTION 6.1 AUTHORIZATION AND ACTION....................................10

SECTION 6.2 DELEGATION OF DUTIES........................................11

SECTION 6.3 EXCULPATORY PROVISIONS......................................11

SECTION 6.4 RELIANCE....................................................12

SECTION 6.5 NON-RELIANCE ON DEAL AGENT, LIQUIDITY AGENT

AND OTHER NOTE PURCHASERS.............................13

SECTION 6.6 REIMBURSEMENT AND INDEMNIFICATION...........................13

SECTION 6.7 DEAL AGENT AND LIQUIDITY AGENT IN THEIR

INDIVIDUAL CAPACITIES.................................14

SECTION 6.8 SUCCESSOR DEAL AGENT OR LIQUIDITY AGENT.....................14

ARTICLE VII ASSIGNMENTS; PARTICIPATIONS.......................................15

SECTION 7.1 ASSIGNMENTS AND PARTICIPATIONS..............................15

ARTICLE VIII MISCELLANEOUS....................................................17

SECTION 8.1 NOTICES, ETC................................................17

SECTION 8.2 SUCCESSORS AND ASSIGNS......................................17

SECTION 8.3 AMENDMENTS..................................................17

SECTION 8.4 NO BANKRUPTCY PETITION AGAINST VFCC.........................18

SECTION 8.5 OTHER COSTS AND EXPENSES....................................18

SECTION 8.6 SETOFF......................................................19

SECTION 8.7 RECOURSE AGAINST CERTAIN PARTIES............................19

SECTION 8.8 FURTHER ASSURANCES..........................................19

SECTION 8.9 GOVERNING LAW; CONSENT TO JURISDICTION;

WAIVER OF OBJECTION TO VENUE..........................20

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SECTION 8.10 WAIVER OF JURY TRIAL........................................20

SECTION 8.11 EXECUTION IN COUNTERPARTS; SEVERABILITY; INTEGRATION........20

SECTION 8.12 HEADINGS....................................................20

EXHIBITS

EXHIBIT A FORM OF PURCHASE NOTICE FOR NEW SERIES

EXHIBIT B FORM OF ASSIGNMENT AND ACCEPTANCE

SCHEDULE A CLOSING CONDITIONS

SCHEDULE B ELIGIBLE TRUSTS

SCHEDULE C CONDITIONS TO EACH PURCHASE

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NOTE PURCHASE AGREEMENT

NOTE PURCHASE AGREEMENT, dated as of October 7, 2003, by and among:

(1) UAC SECURITIZATION CORPORATION, a Delaware corporation, as Issuer

(together with its successors and assigns, the "Issuer").

(2) the financial institutions listed on the signature pages of this

Agreement under the heading "Note Purchasers" and their respective

permitted successors and assigns (but excluding participants under

Section 6.1) (the "Note Purchasers");

(3) VARIABLE FUNDING CAPITAL CORPORATION, a Delaware corporation ("VFCC");

(4) WACHOVIA CAPITAL MARKETS, LLC, a Delaware limited liability company

("Wachovia Securities"), as the deal agent (the "Deal Agent"); and

(5) WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association

("Wachovia"), as the liquidity agent (the "Liquidity Agent") and as

initial Committed Note Purchaser.

RECITALS

WHEREAS, the Issuer has acquired and may from time to time hereafter

acquire certain motor vehicle Receivables by exercising clean up calls under

certain indentures and pooling and servicing agreements (each, a "Clean Up

Call");

WHEREAS, the Issuer intends to use the proceeds of the Notes issued

hereunder to pay the Purchase Price for the related Receivables;

WHEREAS, MBIA Insurance Corporation (the "Insurer") has agreed to issue its

financial guaranty insurance policy in respect of each Series (as defined

herein) of Notes (as defined herein) issued by the Issuer;

WHEREAS, the Initial Note Purchaser has agreed to acquire the Series of

Notes to be issued under the Indenture (as defined herein) and the related

Series Supplement on the Series Closing Date (as defined herein) and to commit

to acquire subsequently issued Series of Notes issued under the Indenture and

related Series Supplements and meeting the requirements of this Agreement;

NOW, THEREFORE, in consideration of the foregoing, other good and valuable

consideration, and the mutual terms and covenants contained herein, the parties

hereto agree as follows:

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Article I

Definitions

Section 1.1 Definitions.

Unless otherwise defined herein, all capitalized terms used herein shall

have the meanings given to such terms in the Indenture, dated as of October 7,

2003 (the "Indenture"), by and among the Issuer, Wilmington Trust Company, as

Indenture Trustee, and JPMorgan Chase Bank, as Paying Agent and Note Registrar,

as amended, modified and supplemented from time to time or if not defined

therein, as defined in the Servicing Agreement, dated as of October 7, 2003 (the

"Servicing Agreement"), by and between the Issuer and Systems & Services

Technologies, Inc. The following terms shall have the following meanings:

Aggregate Purchase Price: On any day, the aggregate of the Purchase Prices paid

and to be paid on such date of determination by the Note Purchasers hereunder.

Agreement: This Note Purchase Agreement, as it may from time to time be amended,

supplemented or otherwise modified in accordance with the terms hereof.

Amended and Restated Administration Agreement: The Amended and Restated

Administration Agreement, dated as of July 1, 1998, by and between VFCC and

Wachovia Securities, as the Administrator, as the same may be amended,

supplemented or otherwise modified from time to time.

Assignment and Acceptance: An assignment and acceptance entered into by a Note

Purchaser and an Eligible Assignee, and accepted by the Deal Agent, in

substantially the form of Exhibit A hereto.

Breakage Costs: Any amount or amounts as shall compensate a Noteholder for any

loss, cost or expense incurred by such Noteholder (as determined by such

Noteholder (and by the Deal Agent on behalf of VFCC) in such Person's sole

discretion) as a result of any redemption of any Series of Notes pursuant to the

provisions of Section 11.2(f) of the Indenture.

Clean Up Call: With respect to any Eligible Trust, the exercise by the Issuer,

of an option to either (i) redeem all outstanding securities issued by such

Eligible Trust and acquire all of the assets of such Eligible Trust or (ii)

acquire all of the assets of such Eligible Trust, thereby resulting in a

redemption of all outstanding securities issued by such Eligible Trust, in all

cases (x) on the terms and conditions provided for in documents relating to such

Eligible Trust and the issuance of the related securities and (y) which Clean Up

Call shall occur on or after the first date permitted under such documentation.

Commitment Termination Date: The earlier of (i) the Liquidity Termination Date

and (ii) the occurrence of a Termination Event.

Committed Note Purchaser: Wachovia Bank, National Association and its successors

and assigns.

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Contract List: With respect to any Eligible Trust and the related Purchased

Assets, a list of the Receivables specified as securing the related Series of

Notes as of the related Cutoff Date specifying, with respect to each such

Receivable, the Principal Balance, the Contract Rate, the loan number, the

maturity date, the Obligor's name and address.

Eligible Assignee: (i) A Person whose short-term rating is at least A-1 from

Standard & Poor's and P-1 from Moody's, or whose obligations under this

Agreement are guaranteed by a Person whose short-term rating is at least A-1

from Standard & Poor's and P-1 from Moody's, or (ii) such other Person

satisfactory to VFCC, the Deal Agent and each of the rating agencies rating the

Commercial Paper Notes.

Eligible Collateral: Any Purchased Asset acquired by the Issuer from any of the

Eligible Trusts in connection with the exercise by the Issuer of a Clean Up Call

regarding such Eligible Trust.

Eligible Trust: On any day any of the trusts listed on Schedule B hereto, as

amended from time to time with the consents of the Issuer, the Insurer, the Deal

Agent and the Note Purchasers.

Indemnified Amounts: Has the meaning specified in Section 5.1.

Indemnified Parties: Has the meaning specified in Section 5.1.

Initial Series 2003-A Principal Amount: $120,327,809.42.

Initial Noteholder: VFCC.

Liquidity Termination Date: October 5, 2004.

Note Purchaser: VFCC, the Committed Note Purchaser and any other Person who

becomes a party to this Agreement.

Notes: Any Note of any Series of Notes issued pursuant to Section 2.3 of the

Indenture.

Obligor: For a Receivable means the purchaser or the co-purchasers of the

Financed Vehicle or any other Person who owes payments under the Receivable.

Other Costs and Expenses: Has the meaning specified in Section 8.5.

Outstanding Contract Balance: The Principal Balance as of the end of the last

Collection Period of all non-charged-off Receivables.

Purchased Assets: With respect to any Eligible Trust, (i) the Receivables listed

on Schedule A to the related Purchase Notice, (ii) the security interests in the

Financed Vehicles or in any other property granted by Obligors pursuant to such

Receivables, (iii) any Liquidation Proceeds and any proceeds from claims or

refunds of premiums on any Insurance Policies covering Financed Vehicles or

Obligors relating to such Receivables, (iv) the interest of the Issuer in any

proceeds from recourse to Dealers relating to such Receivables (excluding rights

to reimbursement of dealer premium or rebate of "dealer reserve"), (v) all

Insurance Policies and all documents contained in the Receivables Files relating

to such Receivables, (vi) with respect to the period

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commencing on the related Cutoff Date, all monies paid and all monies due,

including Accrued Interest, with respect to the Receivables to the extent not

previously paid with respect to any such Receivable and subsequently distributed

by the related Eligible Trust and (vii) all proceeds (including, without

limitation, "proceeds" as defined in the UCC of the jurisdiction the law of

which governs the perfection of the interest in such Receivables so transferred)

of any of the foregoing.

Purchase Date: With respect to any Series of Notes to be purchased by the Note

Purchasers hereunder, the Business Day specified as the "Purchase Date" by the

Issuer in the related Purchase Notice.

Purchase Limit: $150,000,000.

Purchase Notice: Any notice given by the Issuer to the Deal Agent with respect

to any purchase of any Series of Notes, such notice to be in the form of Exhibit

A hereto and delivered pursuant to the provisions of Section 2.1(a).

Purchase Price: With respect to any Series of Notes, the initial Principal

Balance of such Series of Notes which shall not exceed the price required to be

paid for the related Purchased Assets to be acquired by the Issuer with the

proceeds of such Series of Notes.

Register: Has the meaning specified in Section 6.1(c).

Series Closing Date: With respect to the Series 2003-A Notes, October 8, 2003,

and, with respect to subsequent Series, the date set forth as such in the

related Series Supplement.

Series Note Rate: With respect to a Series of Notes, the interest rate set forth

in the related Series Supplement, which interest rate must be acceptable to the

Deal Agent.

Termination Event: The occurrence of any (i) Event of Default, (ii) Event of

Servicer Default or (iii) Insurer Default.

Transaction Documents: The Indenture, each Series Supplement, each Purchase

Notice, each of the Notes issued pursuant to a Series Supplement, this

Agreement, the Servicing Agreement, the Servicing Transfer Agreement, the

Insurance Agreement, each Policy, the Master Trust Agreement and each document,

agreement, certificate and opinion from time to time executed and/or delivered

in connection with any of the foregoing.

UAC: Union Acceptance Corporation, an Indiana corporation, and its successors

and assigns.

UCC: With respect to any jurisdiction, the Uniform Commercial Code as in effect

in the respective jurisdiction.

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Article II

Sale and Delivery of the Notes

Section 2.1 Sale and Delivery of the Notes.

(a) Purchase of Series 2003-A Notes. On the basis of the representations

and warranties and subject to the terms and conditions herein set forth, the

Issuer agrees to deliver to the Deal Agent, for the benefit of the Initial

Noteholder and the Initial Noteholder agrees to purchase on the Closing Date,

the Series 2003-A Notes, with a principal balance equal to the Initial Series

2003-A Principal Amount for a price equal to the Purchase Price therefor.

Each such Note shall be duly executed by the Issuer, duly authenticated by

the Indenture Trustee and registered in the name of the related Initial

Noteholder.

(b) Purchase of Subsequent Series of Notes. The Issuer may from time to

time prior to the Commitment Termination Date, request that the Note Purchasers

acquire additional Series of Notes on terms and conditions satisfactory to the

Noteholders. Each such request shall be made to the Deal Agent at least ten (10)

Business Days prior to the requested Purchase Date in the form of Exhibit A

hereto. VFCC may, but shall not be obligated to acquire any such additional

Series of Notes and the Committed Note Purchaser hereby agrees that it shall,

subject to the terms and conditions of this Agreement and the satisfaction of

the conditions precedent under the Indenture and the related Series Supplement

to the issuance of an additional Series of Notes, acquire each additional Series

of Notes so offered to the Note Purchasers by the Issuer hereunder; provided,

however, that the Note Purchasers shall not have any obligation to acquire any

additional Series of Notes if (i) the Aggregate Purchase Price of all Notes,

after giving effect to the purchase of any such additional Series of Notes,

exceeds the Purchase Limit, (ii) an Event of Default shall have occurred and has

not been waived by each of the Note Purchasers (regardless of whether any Note

Purchaser has the right to waive such Event of Default); or (iii) the Commitment

Termination Date shall have occurred.

Section 2.2 Acceptance and Custody of Notes.

On the Closing Date and each Purchase Date, the Deal Agent, for the benefit

of the Noteholders, shall take delivery of the Notes issued on such date and

maintain custody thereof on behalf of the related Noteholders.

Article III

Conditions Precedent

Section 3.1 Conditions Precedent to Closing.

The obligations of the Note Purchasers under this Agreement are subject to

the accuracy of the representations and warranties on the part of the Issuer

contained herein and in the other Transaction Documents to be executed and

delivered on or before the Closing Date and to the satisfaction on or before the

Closing Date of each of the conditions set forth in Schedule A hereto.

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Section 3.2 Conditions Precedent to Each Purchase of a Series of Notes.

The obligations of the Note Purchasers under this Agreement to purchase any

Series of Notes, including without limitation the Series 2003-A Notes, are

subject to on any Purchase Date each of the following conditions:

(a) The Commitment Termination Date shall not have occurred;

(b) The Aggregate Purchase Price paid to the Issuer under this Agreement,

after giving effect to such purchase, shall not exceed the Purchase Limit;

(c) No Default or Event of Default shall have occurred and has not been

waived by each of the Note Purchasers (regardless of whether any Note Purchaser

has the right to waive such Event of Default) or, would, after giving effect to

such purchase, occur;

(d) The Series Collateral to be acquired with the Purchase Price of such

Series of Notes shall constitute Eligible Collateral;

(e) No Insurer Default shall have occurred or, after giving effect to such

purchase, shall occur;

(f) The Insurer shall have issued a Policy guaranteeing payment in full to

the Noteholders of the principal of, and accrued interest on, the Series of

Notes to be purchased on such Purchase Date;

(g) No Event of Servicer Default (as defined in the Servicing Agreement)

shall have occurred or, after giving effect to such purchase, shall occur; and

(h) The Series of Notes to be purchased shall have a Note Rate acceptable

to the Note Purchasers;

(i) The Issuer shall have obtained all governmental authorizations required

in connection with the issuance and sale of such Series of Notes and the

performance of its obligations hereunder and under the Transaction Documents to

which it is a party.

(j) The Issuer shall have furnished to the Deal Agent, the Insurer and the

Note Purchasers a certificate signed by its principal executive, financial or

accounting officer, dated the applicable Purchase Date, to the effect that:

(i) the representations and warranties of the Issuer in this Agreement

and each Transaction Document to which it is a party are true and correct

as if made on and as of such Purchase Date, and the Issuer has performed

all covenants and agreements and satisfied all conditions on its part to be

performed or satisfied at or prior to such Purchase Date; and

(ii) there has not been any materially adverse change or development

involving a prospective materially adverse change, in the condition

(financial

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or otherwise), management, earnings, properties, business affairs or

business prospects of the Issuer.

(k) The conditions precedent to the performance by the Issuer of its

obligations under the Indenture and the Series Supplement related to the Series

of Notes to be issued on such Purchase Date shall have been satisfied.

(l) Prior to such Purchase Date, the Issuer shall furnish to the Deal Agent

and the Insurer such further information, certificates and documents as the Deal

Agent or the Insurer may reasonably request.

If any of the conditions specified in this Section 3.2 shall not have been

fulfilled in all material respects when and as provided in this Agreement, or if

any of the opinions and certificates referred to in or contemplated by this

Agreement shall not be satisfactory in form and substance to the Deal Agent or

the Insurer and their respective counsel, all obligations of the Note Purchasers

hereunder may be canceled by the Note Purchasers at, or at any time prior to,

such Purchase Date.

Article IV

Representations, Warranties and Covenants of the Issuer

Section 4.1 Representations and Warranties of the Issuer.

The Issuer represents and warrants, as of the Closing Date and each

Purchase Date, to the Note Purchasers, the Deal Agent and the Liquidity Agent as

follows:

(a) Organization and Good Standing. The Issuer is a corporation duly

organized and validly existing in good standing under the laws of the State of

Delaware, and has full corporate powers, authority and legal right to own its

properties and conduct its business as such properties are presently owned and

such business is presently conducted, and to execute, deliver and perform its

obligations under this Agreement, the Indenture and (with respect to any

Purchase Date on which this representation and warranty is made) the related

Series Supplement and each other Transaction Document to which it is or will be

a party and to execute, deliver and perform its obligations under the Notes and

the other Transaction Documents to which it is or will be a party.

(b) Due Qualification. The Issuer is duly qualified to do business and is

in good standing in each jurisdiction required in order to conduct its business,

and has obtained all necessary licenses and approvals, in each jurisdiction in

which failure to so qualify or to obtain such licenses and approvals would have

a material adverse effect on the Issuer.

(c) Due Authorization. The Issuer has the power and authority to execute

and deliver this Agreement, the Indenture, the Notes and each other Transaction

Document to which it is or will be a party. The execution and delivery of this

Agreement, the Indenture and (with respect to any Purchase Date on which this

representation and warranty is made) the related Series Supplement, the Notes

and each other Transaction Document to which it is or will be a party by the

Issuer and the consummation of the transactions provided for in this Agreement,

the

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Indenture and (with respect to any Purchase Date on which this representation

and warranty is made) the related Series Supplement, the Notes and each other

Transaction Document to which it is or will be a party have been duly authorized

by the Issuer by all necessary corporate action on the part of the Issuer.

(d) No Conflict. The execution and delivery of this Agreement, the

Indenture, the Notes and each other Transaction Document to which it is or will

be a party, the performance of the transactions contemplated by this Agreement,

the Indenture and (with respect to any Purchase Date on which this

representation and warranty is made) the related Series Supplement and each

other Transaction Document to which it is or will be a party and the fulfillment

of the terms hereof will not conflict with, result in any breach of any of the

terms and provisions of, or constitute (with or without notice or lapse of time

or both) a default under, any Applicable Law or any indenture, contract,

agreement, mortgage, deed of trust, or other material instrument to which the

Issuer is a party or by which it or any of its properties are bound.

(e) No Proceedings. There are no proceedings or investigations pending or,

to the best knowledge of the Issuer, threatened, before any court, regulatory

body, administrative agency, arbitrator or other tribunal or governmental

instrumentality (i) asserting the invalidity of this Agreement, the Indenture

and (with respect to any Purchase Date on which this representation and warranty

is made) the related Series Supplement, the Notes or any other Transaction

Document to which it is or will be a party, (ii) seeking to prevent the issuance

of the Notes or the consummation of any of the transactions contemplated by this

Agreement, the Indenture and (with respect to any Purchase Date on which this

representation and warranty is made) the related Series Supplement, the Notes or

any other Transaction Document to which it is or will be a party, (iii) seeking

any determination or ruling that adversely affects the performance by the Issuer

of its obligations under this Agreement, the Indenture and (with respect to any

Purchase Date on which this representation and warranty is made) the related

Series Supplement, the Notes or any other Transaction Document to which it is or

will be a party, or (iv) seeking any determination or ruling that could

adversely affect the validity or enforceability of this Agreement, the Indenture

and (with respect to any Purchase Date on which this representation and warranty

is made) the related Series Supplement, the Notes or any other Transaction

Document to which it is or will be a party.

(f) All Consents Required. All approvals, authorizations, consents, orders

or other actions of any Person or of any governmental body or official required

to be obtained on or prior to the date hereof in connection with the execution

and delivery of this Agreement, the Indenture and (with respect to any Purchase

Date on which this representation and warranty is made) the related Series

Supplement, the Notes and the other Transaction Documents to which it is or will

be a party, the performance by the Issuer of the transactions contemplated by

this Agreement, the Indenture and (with respect to any Purchase Date on which

this representation and warranty is made) the related Series Supplement, the

Notes or any other Transaction Document to which it is or will be a party and

the fulfillment by the Issuer of the terms hereof, have been obtained.

(g) Solvency. The Issuer is not insolvent and will not be rendered

insolvent immediately following the consummation on such Purchase Date of the

transactions contemplated by this Agreement, the Indenture and (with respect to

any Purchase Date on which this representation and warranty is made) the related

Series Supplement and any other

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Transaction Document to which it is or will be a party, including the pledges by

the Issuer to the Indenture Trustee of the Series Collateral specified in the

Granting Clause of the related Series Supplement.

(h) No Event of Default. After giving effect to the issuance of the Notes

on such Purchase Date and the transactions contemplated by the Transaction

Documents, no Event of Default or Event of Servicer Default, Insurer Default or

Trigger Event exists.

(i) Information Furnished to the Deal Agent and the Indenture Trustee. All

information furnished by or on behalf of the Issuer to the Deal Agent or the

Indenture Trustee was true and complete in all material respects.

(j) Taxes. The Issuer has filed all tax returns required to be filed and

has paid or made adequate provision for the payment of all its taxes,

assessments and other governmental charges.

(k) Compliance. The Issuer has complied in all material respects with all

Applicable Laws in respect of the conduct of its business and ownership of its

property.

(l) Investment Company. The Issuer is not an "investment company" within

the meaning of the Investment Company Act of 1940, as amended.

The representations and warranties set forth in this Section 4.1 shall

survive the Closing Date, each Purchase Date and each Grant to the Indenture

Trustee on behalf of the Secured Parties. Upon discovery by the Issuer, any Note

Purchaser, the Deal Agent, the Insurer or the Liquidity Agent of a breach of any

of the foregoing representations and warranties, the party discovering such

b