0001162318-04-000988 Sample Contracts

Contract
Purchase Agreement • December 28th, 2004 • Franklin Auto Trust 2004-2 • Asset-backed securities • New York

PURCHASE AGREEMENT dated as of December 1, 2004 between FRANKLIN CAPITAL CORPORATION, a Utah corporation (the “Seller”), and FRANKLIN RECEIVABLES LLC, a Delaware limited liability company (the “Purchaser”).

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Citigroup Global Markets Inc. New York, New York 10013
Underwriting Agreement • December 28th, 2004 • Franklin Auto Trust 2004-2 • Asset-backed securities

Underwriting Agreement for Franklin Auto Trust 2004-2, dated December 2, 2004 the “Underwriting Agreement”) among Franklin Receivables LLC, Franklin Capital Corporation (“Franklin Capital”) and Citigroup Global Markets Inc. (the “Underwriter”).

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