<PAGE>

                                                                   EXHIBIT 10.23

               AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT

                          DATED AS OF FEBRUARY 4, 2005

                                      AMONG

                   FSI RECEIVABLES COMPANY LLC, AS TRANSFEROR,

               FISHER SCIENTIFIC INTERNATIONAL INC., AS SERVICER,

                      ATLANTIC ASSET SECURITIZATION CORP.,

           CALYON NEW YORK BRANCH, INDIVIDUALLY AND AS ATLANTIC AGENT,

                          LIBERTY STREET FUNDING CORP.

                                       AND

      THE BANK OF NOVA SCOTIA, INDIVIDUALLY, AS LIBERTY STREET AGENT AND AS
                              ADMINISTRATIVE AGENT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
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                                                                               Page
                                                                               ----
<S>                                                                            <C>
ARTICLE I. TRANSFER ARRANGEMENTS.............................................   2

  Section 1.1 Transfer Facility..............................................   2
  Section 1.2 Increases......................................................   3
  Section 1.3 Decreases......................................................   4
  Section 1.4 Payment Requirements...........................................   4
  Section 1.5 Computations...................................................   5
  Section 1.6 Extension of  Liquidity Termination Date.......................   5

ARTICLE II. PAYMENTS AND COLLECTIONS.........................................   5

  Section 2.1 Payments.......................................................   5
  Section 2.2 Collections and Reinvestments prior to Amortization............   6
  Section 2.3 Collections Following Amortization.............................   6
  Section 2.4 Payment Rescission.............................................   8
  Section 2.5 Maximum Receivable Interests...................................   8
  Section 2.6 Clean Up Call..................................................   8

ARTICLE III. CONDUIT FUNDING.................................................   8

  Section 3.1 CP Costs.......................................................   8
  Section 3.2 CP Costs Payments..............................................   9
  Section 3.3 Calculation of CP Costs........................................   9

ARTICLE IV. LIQUIDITY BANK FUNDING...........................................   9

  Section 4.1 Liquidity Bank Funding.........................................   9
  Section 4.2 Yield Payments.................................................   9
  Section 4.3 Selection and Continuation of Tranche Periods..................   9
  Section 4.4 Liquidity Bank Discount Rates..................................  10
  Section 4.5 Suspension of the LIBO Rate....................................  10

ARTICLE V. REPRESENTATIONS AND WARRANTIES....................................  11

  Section 5.1 Representations and Warranties of the Transferor Parties.......  11

ARTICLE VI. CONDITIONS OF PURCHASES..........................................  15

  Section 6.1 Conditions Precedent to Initial Incremental Transfer...........  15
  Section 6.2 Conditions Precedent to All Transfers and Reinvestments........  15

ARTICLE VII. COVENANTS.......................................................  16

  Section 7.1 Affirmative Covenants of the Transferor Parties................  16
  Section 7.2 Negative Covenants of the Transferor Parties...................  23

ARTICLE VIII. ADMINISTRATION AND COLLECTION..................................  25

  Section 8.1 Designation of Servicer........................................  25
  Section 8.2 Duties of Servicer.............................................  26
  Section 8.3 Collection Notices.............................................  28
  Section 8.4 Responsibilities of Transferor.................................  28
  Section 8.5 Reports........................................................  28
  Section 8.6 Servicing Fees.................................................  29

ARTICLE IX. AMORTIZATION EVENTS..............................................  29

  Section 9.1 Amortization Events............................................  29
  Section 9.2 Remedies.......................................................  31
</TABLE>

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<TABLE>
<S>                                                                            <C>
ARTICLE X. INDEMNIFICATION...................................................  32

  Section 10.1  Indemnities by the Transferor Parties........................  32
  Section 10.2  Withholding Taxes............................................  35
  Section 10.3  Increased Cost and Reduced Return............................  37
  Section 10.4  Other Costs and Expenses.....................................  37

ARTICLE XI. THE AGENTS.......................................................  38

  Section 11.1  Appointment..................................................  38
  Section 11.2  Delegation of Duties.........................................  39
  Section 11.3  Exculpatory Provisions.......................................  39
  Section 11.4  Reliance by Agents...........................................  40
  Section 11.5  Notice of Amortization Events................................  41
  Section 11.6  Non-Reliance on Agents and Other Transferees.................  41
  Section 11.7  Indemnification of Agents....................................  41
  Section 11.8  Agents in their Individual Capacities........................  42
  Section 11.9  Successor Administrative Agent...............................  42
  Section 11.10 Agents' Conflict Waivers.....................................  43
  Section 11.11 UCC Filings..................................................  43

ARTICLE XII. ASSIGNMENTS; PARTICIPATIONS.....................................  44

  Section 12.1  Assignments..................................................  44
  Section 12.2  Participations...............................................  45
  Section 12.3  Limitation on Assignments and Participations.................  46

ARTICLE XIII. MISCELLANEOUS..................................................  46

  Section 13.1  Waivers and Amendments.......................................  46
  Section 13.2  Notices......................................................  47
  Section 13.3  Ratable Payments.............................................  47
  Section 13.4  Protection of Ownership Interests of the Transferees.........  47
  Section 13.5  Confidentiality..............................................  48
  Section 13.6  Bankruptcy Petition..........................................  49
  Section 13.7  Limitation of Liability......................................  49
  Section 13.8  CHOICE OF LAW................................................  49
  Section 13.9  CONSENT TO JURISDICTION......................................  49
  Section 13.10 WAIVER OF JURY TRIAL.........................................  50
  Section 13.11 Integration; Binding Effect; Survival of Terms...............  50
  Section 13.12 Counterparts; Severability; Section References...............  50
  Section 13.13 Characterization.............................................  50
  Section 13.14 Nonrecourse Nature of Transactions...........................  51
</TABLE>

                                       ii
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                             EXHIBITS AND SCHEDULES
<TABLE>
<S>           <C>
Exhibit I     Definitions

Exhibit II    Form of Transfer Notice

Exhibit III      Transferor's State of Organization; Chief Executive Office;
                 Locations of Records; Federal Employer and Organizational
                 Identification Numbers

Exhibit IV    Names of Collection Banks; Collection Accounts

Exhibit V     Form of Compliance Certificate

Exhibit VI    Form of Assignment Agreement

Exhibit VII   Credit and Collection Policy

Exhibit VIII  Form of Performance Undertaking

Exhibit IX    Form of Settlement Report

Exhibit X     Form of Interim Settlement Report

Schedule A    Commitments

Schedule B    Closing Documents
</TABLE>

                                      iii
<PAGE>

               AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT

            THIS AMENDED AND RESTATED RECEIVABLES TRANSFER AGREEMENT dated as of
February 4, 2005 (as amended, restated or otherwise modified from time to time,
the "AGREEMENT"), among:

            (a) FSI Receivables Company LLC, a Delaware limited liability
      company formerly known as FSI Receivables Corp. ("TRANSFEROR"),

            (b) Fisher Scientific International Inc., a Delaware corporation
      ("PARENT"), as initial Servicer,

            (c) Atlantic Asset Securitization Corp., a Delaware corporation
      ("ATLANTIC" or a "CONDUIT"), and Liberty Street Funding Corp., a Delaware
      corporation ("LIBERTY STREET" or a "CONDUIT"),

            (d) Calyon New York Branch, a French chartered bank acting through
      its New York branch ("CALYON"), and its assigns (collectively, the
      "ATLANTIC LIQUIDITY BANKS" and, together with Atlantic, the "ATLANTIC
      GROUP"), The Bank of Nova Scotia, a Canadian chartered bank acting through
      its New York Agency ("SCOTIABANK"), and its assigns (collectively, the
      "LIBERTY STREET LIQUIDITY BANKS" and, together with Liberty Street, the
      "LIBERTY STREET GROUP"),

            (e) Calyon, in its capacity as agent for the Atlantic Group (the
      "ATLANTIC AGENT" or a "CO-AGENT"), Scotiabank, in its capacity as agent
      for the Liberty Street Group (the "LIBERTY STREET AGENT" or a "CO-AGENT"),

            (f) Scotiabank, in its capacity as administrative agent for the
      Atlantic Group, the Liberty Street Group and each Co-Agent (in such
      capacity, together with its successors and assigns, the "ADMINISTRATIVE
      AGENT" and, together with each of the Co-Agents, the "AGENTS"),

amends and restates that certain Receivables Transfer Agreement dated as of
February 14, 2003, by and among Transferor, Parent, as initial Servicer, Blue
Ridge Asset Funding Corporation, Liberty Street, Scotiabank, individually and as
a co-agent, and Wachovia Bank, National Association, individually, as a co-agent
and as administrative agent (the "EXISTING AGREEMENT"). UNLESS DEFINED ELSEWHERE
HEREIN, CAPITALIZED TERMS USED IN THIS AGREEMENT SHALL HAVE THE MEANINGS
ASSIGNED TO SUCH TERMS IN EXHIBIT I (OR, IF NOT DEFINED IN EXHIBIT I HERETO, THE
MEANING ASSIGNED TO SUCH TERM IN EXHIBIT I TO THE RECEIVABLES PURCHASE
AGREEMENT).

                             PRELIMINARY STATEMENTS

            With the consent of Transferor and Servicer, on the date hereof,
      Blue Ridge Asset Funding Corporation and Wachovia Bank, National
      Association have assigned all of their right, title and interest in, to
      and under the Existing Agreement and the other Transaction Documents to
      the Conduits and the Agents hereunder. Accordingly, the parties hereto
      desire to amend and restate the Existing Agreement as hereinafter set
      forth.

                                       1
<PAGE>

            Transferor desires to continue to transfer and assign from time to
      time Receivable Interests to certain of the Transferees.

            Upon a Co-Agent's receipt of a notice of proposed transfer, its
      Conduit may, in its absolute and sole discretion, acquire the applicable
      Receivable Interest from Transferor, and in the event that such Conduit
      declines to make any such acquisition and if so requested by Transferor,
      no other Conduit is able to acquire such Receivable Interest, the
      declining Conduit's Liquidity Banks shall, at the request of Transferor,
      make such acquisition.

            Calyon has been requested and is willing to act as Atlantic Agent on
      behalf of the Atlantic Group in accordance with the terms hereof.

            Scotiabank has been requested and is willing to act as Liberty
      Street Agent on behalf of the Liberty Street Group in accordance with the
      terms hereof.

            Scotiabank has also been requested and is willing to act as
      Administrative Agent on behalf of the Transferees in accordance with the
      terms hereof.

                                   ARTICLE I.
                              TRANSFER ARRANGEMENTS

      Section 1.1 Transfer Facility.

            (a) On the terms and subject to the conditions set forth in this
      Agreement:

            (i) Transferor (or the Servicer on Transferor's behalf) may from
      time to time on and after the Closing Date and prior to the Amortization
      Date for each applicable Group, transfer and assign Receivable Interests
      to one or more of the Groups of its choosing by delivering a Transfer
      Notice to the applicable Co-Agents in accordance with Section 1.2; and

            (ii) Not later than 12:00 p.m. (New York time) on the proposed date
      of transfer, each of the recipient Co-Agents shall determine whether its
      Conduit will acquire its Group's Receivable Interest, and in the event
      that any applicable Conduit elects not to make any such acquisition, its
      Co-Agent shall promptly notify Transferor and that Conduit's Liquidity
      Banks of such fact, whereupon, except as set forth in Section 1.1(a)(iii),
      each of its Liquidity Banks severally agrees to acquire on such proposed
      date of transfer its Ratable Share of such Receivable Interest, on the
      terms and subject to the conditions hereof, PROVIDED that (A) at no time
      may the Group Invested Amount of any Group at any one time outstanding
      exceed such Group's Group Limit, and (B) at no time may the Aggregate
      Invested Amount outstanding hereunder exceed the lesser of the Transfer
      Limit and the Adjusted Pool Balance.

                                       2
<PAGE>

            (iii) In the event that pursuant to Section 1.1(a)(ii), a Co-Agent
      notifies Transferor that its Conduit will not acquire its Group's
      Receivable Interest on a proposed date of transfer (such Conduit, a
      "DECLINING CONDUIT"), then, Transferor may offer that Group's Receivable
      Interest to a different Group by delivery of another written Transfer
      Notice (a "SUBSTITUTE TRANSFER NOTICE") to the applicable Co-Agent not
      later than 1:00 p.m. (New York time). Following receipt of a Substitute
      Transfer Notice, the recipient Co-Agent shall promptly notify Transferor
      whether its Conduit will acquire the offered Receivable Interest. If such
      Co-Agent notifies Transferor that its Conduit will not acquire such
      Receivables Interest, then Transferor (A) shall promptly and irrevocably
      cancel the Substitute Transfer Notice by written notice delivered to the
      applicable Co-Agent not later than 2:00 p.m. (New York time) on such date
      and (B) shall either (1) cancel the original Transfer Notice by
      irrevocable written notice to the applicable Co-Agent delivered not later
      than 2:00 p.m. (New York time) on such date, or (2) deliver a further
      irrevocable written Transfer Notice (a "SECOND TRANSFER NOTICE") to the
      Co-Agent that received the original Transfer Notice with respect to the
      such Receivable Interest stating that the Transferor elects to have the
      Receivable Interest acquired by such Co-Agent's Group's Liquidity Banks,
      whereupon the applicable Liquidity Banks shall be obligated to acquire
      their respective Ratable Shares of such Receivable Interest on the next
      Business Day following the delivery of the Second Transfer Notice.

            (b) Each Group's Liquidity Banks' Commitments to Transferor under
this Agreement shall terminate on such Group's Amortization Date (although their
Liquidity Commitments to their respective Conduits may continue beyond such
date). Nothing contained in this Agreement shall, or shall be deemed to,
constitute a commitment by any Conduit to acquire any Receivable Interest.

            (c) Transferor may upon at least ten (10) Business Days' irrevocable
notice to the applicable Co-Agent, with a copy to the Administrative Agent,
terminate in whole or reduce in part the unused portion of any Group's Group
Limit; PROVIDED that (i) each partial reduction of a Group Limit shall be in an
aggregate amount at least equal to $10,000,000 and any larger integral multiple
of $1,000,000, (ii) in no event shall any Group's Group Limit be reduced to less
than $40,000,000 unless it is reduced to $0, (iii) each partial reduction of a
Group Limit shall reduce that Group's Liquidity Banks' Commitments ratably in
accordance with their respective Ratable Shares, and (iv) each reduction of a
Group Limit shall reduce the Transfer Limit in a like amount.

      Section 1.2 Increases. Transferor shall determine to which Groups it will
transfer Receivable Interests on any given Business Day and provide each
applicable Co-Agent (with a copy to the Administrative Agent) with at least one
(1) Business Day's prior written notice in the form set forth as Exhibit II
hereto of each Incremental Transfer (each, a "TRANSFER NOTICE"). If any Transfer
Notice is received by a Co-Agent later than 3:00 p.m. (New York time) on the
Business Day prior to the proposed transfer date, the acquisition by its Group
of a Receivable Interest on the following Business Day shall be on a
best-efforts basis only. Each Transfer Notice shall be subject to Section 6.2
hereof, shall be irrevocable, and shall specify:

                                       3
<PAGE>

            (a) the participating Group(s),

            (b) the requested Transfer Price(s) for each Receivable Interest
      (which shall not be less than $1,000,000 for any Group) or, to the extent
      that the then available Transfer Limit is less than such amount, such
      lesser amount equal to such available portion of the Transfer Limit),

            (c) the proposed date of transfer, and

            (d) in case the Incremental Transfer is ultimately funded by any
      Group's Liquidity Banks, the requested Discount Rate and Tranche Period.

Following receipt of a Transfer Notice, each recipient Co-Agent will determine
whether its Conduit agrees to acquire the Receivable Interest being offered to
it. If any applicable Conduit declines to make a proposed acquisition and no
other Conduit elects to acquire such Receivable Interests, then following
delivery of a Second Transfer Notice in accordance with Section 1.1(a)(iii) the
Incremental Transfer to that Group will be funded by such Conduit's Liquidity
Banks. On the date of each Incremental Transfer, subject to prior satisfaction
of the applicable conditions precedent set forth in Article VI, each of the
applicable Conduits or its Liquidity Banks, as applicable, shall deposit to the
Facility Account, in immediately available funds, no later than 4:00 p.m. (New
York time), an amount equal to (i) in the case of a Conduit, the Transfer Price
for the Receivable Interest then being transferred to it or (ii) in the case of
a Liquidity Bank, such Liquidity Bank's Ratable Share of such Transfer Price.

      Section 1.3 Decreases. Transferor shall provide each of the affected
Co-Agents with prior written notice in conformity with the Required Notice
Period (each, a "REDUCTION NOTICE") of any proposed reduction in its Group's
Group Invested Amount. Each Reduction Notice shall be irrevocable and shall
designate (a) the applicable Group or Groups, (b) the date (the "PROPOSED
REDUCTION DATE") upon which any such reduction shall occur (which date shall
give effect to the applicable Required Notice Period), and (c) the amount of
each applicable Group's Group Reduction. Only one (1) Reduction Notice per Group
shall be outstanding at any time.

      Section 1.4 Payment Requirements. All amounts to be paid or deposited by
any Transferor Party pursuant to any provision of this Agreement shall be paid
or deposited in accordance with the terms hereof no later than 11:00 a.m. (New
York time) on the day when due in immediately available funds, and if not
received before 11:00 a.m. (New York time) shall be deemed to be received on the
next succeeding Business Day. If such amounts are payable to the Atlantic Agent
or to a member of the Atlantic Group, they shall be paid to account no.
01-25680-0001-00-001 at Calyon New York Branch, in New York, New York, ABA No.
026 008 073 until otherwise notified by the Atlantic Agent (the "ATLANTIC GROUP
ACCOUNT"). If such amounts are payable to the Liberty Street Agent, the
Administrative Agent or to a member of the Liberty Street Group, they shall be
paid to Liberty Street Funding Corp.'s account no. 2158-13 at The Bank of Nova
Scotia - New York Agency, in New York, New York, ABA No. 026-002532, until
otherwise notified by the Liberty Street Agent or the Administrative Agent (the
"LIBERTY STREET GROUP ACCOUNT"). If any amount hereunder shall be payable on a
day which is not a Business Day, such amount shall be payable on the next
succeeding Business Day.

                                       4
<PAGE>

      Section 1.5 Computations. All computations of Yield, per annum fees
calculated as part of any Conduit's CP Costs, and per annum fees hereunder and
under the Fee Letters, shall be made on the basis of a year of 360 days for the
actual number of days elapsed for the Calculation Period then most recently
ended.

      Section 1.6 Extension of Liquidity Termination Date. If any Conduit's
Liquidity Banks fail to approve an extension of the applicable Group's Liquidity
Termination Date by the 60th day prior thereto, the Transferor will first offer
such Conduit's Group's Group Limit to the other Conduits. If neither of the
other Conduits wishes to increase its Group Limit, the Transferor will then have
until the originally scheduled Liquidity Termination Date for such Group to find
another A1/P1 or better rated multi-seller commercial paper conduit (and
liquidity providers) to accept an assignment of the non-approving Conduit's and
Liquidity Banks' Receivable Interests and, as applicable, Commitments. If such
replacements cannot be located within such period, the applicable Conduit's and
its Liquidity Banks' Receivable Interests will amortize as originally scheduled,
but the remaining Conduits' Liquidity Banks' Liquidity Termination Dates will be
extended for another 364 days. If one or both of the other Conduits agrees to
increase its Group's Group Limit, or if such replacements are located, the
non-approving Conduit and its Liquidity Banks shall assign their investments and
commitments, as of the existing Liquidity Termination Date, to such other
Conduit(s) or replacements, as the case may be, whereupon its assignees'
Liquidity Termination Date, as well as the Liquidity Termination Date for all
remaining Conduits and their Liquidity Banks, shall be extended for 364-days.
Each Co-Agent shall notify each rating agency that is then rating its Conduit's
Commercial Paper of any increase in such Conduit's Liquidity Banks' Commitments.

                                  ARTICLE II.
                            PAYMENTS AND COLLECTIONS

      Section 2.1 Payments. Notwithstanding any limitation on recourse contained
in this Agreement, Transferor shall immediately pay to each of the Co-Agents
when due, for the account of the relevant Transferee or Transferees in its
Group, on a full recourse basis, all of the following (collectively, the
"OBLIGATIONS"):

            (a) such fees as set forth in the Fee Letters (which fees shall be
      sufficient to pay all fees owing to each Conduit's Liquidity Banks),

            (b) all CP Costs,

            (c) all amounts payable as Yield,

            (d) all amounts payable as Deemed Collections (which shall be
      immediately due and payable by Transferor and applied to reduce
      outstanding Aggregate Invested Amount hereunder in accordance with
      Sections 2.2 and 2.3 hereof),

            (e) all amounts required pursuant to Section 2.6,

                                       5
<PAGE>

            (f) all amounts payable pursuant to Article X, if any,

            (g) all Servicer costs and expenses, including the Servicing Fee, in
      connection with servicing, administering and collecting the Receivables,
      such amounts to be paid to the Servicer on behalf of the Transferees,

            (h) all Broken Funding Costs (which shall be immediately due and
      payable by Transferor upon the occurrence of any Group Reduction giving
      rise thereto), and

            (i) all Default Fees (which shall be immediately due and payable by
      Transferor upon demand).

If Transferor fails to pay any of the Obligations when due, Transferor agrees to
pay, on demand, the Default Fee in respect thereof until paid. Notwithstanding
the foregoing, no provision of this Agreement or the Fee Letters shall require
the payment or permit the collection of any amounts hereunder in excess of the
maximum permitted by applicable law.

      Section 2.2 Collections and Reinvestments prior to Amortization.

                  (a) On each day prior to a particular Group's Amortization
      Date, such Group's Outstanding Percentage as of the end of the prior
      Business Day of (i) all Deemed Collections and (ii) all Collections
      received or deemed received pursuant to the definition of Deemed
      Collections by any Transferor Party on such day (such Group's "GROUP
      COLLECTIONS") shall either be set aside and held in trust by the Servicer
      (or, following delivery of a Collection Notice, by the Administrative
      Agent) for the payment of any accrued and unpaid Aggregate Unpaids owing
      to the members of such Group or used to make a Reinvestment by such Group
      as provided in this Section 2.2 (which obligation of the Servicer to hold
      in trust shall be satisfied, prior to the applicable Settlement Date, upon
      the marking by the Servicer on its books and records to reflect the
      interest of the applicable Group in such Collections and Deemed
      Collections; PROVIDED, HOWEVER, that at all times following delivery of a
      Collection Notice and prior to such Group's Amortization Date, the
      Administrative Agent shall be entitled to withhold from Reinvestment or
      payment to the Transferor a portion of such Group's Collections equal to
      the unpaid CP Costs, Yield and fees accrued and to accrue prior to the
      next succeeding Settlement Date (such Group's "ACCRUAL AMOUNT").

                  (b) If on any day prior to a particular Group's Amortization
      Date, provided that no Amortization Event exists and is continuing, any
      Group Collections are received for the account of such Group pursuant to
      Section 2.2(a) and subject to the proviso therein, Transferor hereby
      requests -- and the Transferees in that Group hereby agree to make,
      simultaneously with such receipt -- a reinvestment (each, a
      "REINVESTMENT") with all or a portion of such Group Collections such that
      after giving effect to such receipt and Reinvestment, that

                                       6
<PAGE>

      Group's Group Invested Amount will equal its Group Invested Amount
      immediately prior to such receipt and Reinvestment.

                  (c) On each Settlement Date prior to the occurrence of a
      particular Group's Amortization Date, the Servicer (or, following delivery
      of a Collection Notice, the Administrative Agent) shall remit to the
      applicable Group Account such Group's Group Collections set aside pursuant
      to Section 2.2(a) during the preceding Settlement Period that have not
      been subject to a Reinvestment (including, if applicable, such Group's
      Accrual Amount) and apply such amounts (if not previously paid in
      accordance with Section 2.1) to reduce unpaid Obligations owing to the
      members of that Group. Once such Group's Obligations have been reduced to
      zero, any of its remaining Group Collections shall (i) if applicable, be
      remitted to the applicable Group Account no later than 11:00 a.m. (New
      York time) to the extent required to fund any applicable Group Reduction
      on such Settlement Date and (ii) thereafter be remitted to Transferor on
      such Settlement Date.

      Section 2.3 Collections Following Amortization.

            (a) On each day on or after the occurrence of an Amortization Event
which has not been waived but which has not yet resulted in the occurrence of a
particular Group's Amortization Date, such Group's Group Collections shall be
set aside in a separate segregated Collection Account and held in trust therein
by the Servicer for the payment on the next Settlement Date of any accrued and
unpaid Aggregate Unpaids owing to the members of such Group as provided in
Section 2.3(b), or, in the event such Amortization Event is waived, for
Reinvestment pursuant to Section 2.2(b) on the effective date of such waiver. On
each day on or after the occurrence of a particular Group's Amortization Date,
such Group's Group Collections shall be set aside in a separate segregated
Collection Account and held in trust therein by the Servicer for the payment on
the next Settlement Date of any accrued and unpaid Aggregate Unpaids owing to
the members of such Group as provided in Section 2.3(b).

            (b) On each Settlement Date occurring on or after a particular
Group's Amortization Date, the Servicer shall remit to the applicable Group
Account such Group's Group Collections and apply such amounts in the following
order of priority:

            FIRST, to payment of such Group's Outstanding Percentage as of the
      end of the prior Business Day of all Servicer costs and expenses,
      including the Servicing Fee, in connection with servicing, administering
      and collecting the Receivables,

            SECOND, to such Group's Outstanding Percentage as of the end of the
      prior Business Day of the Administrative Agent's costs of collection and
      enforcement of this Agreement,

            THIRD, ratably to the payment of all accrued and unpaid fees under
      such Group's Fee Letter, and to all CP Costs and Yield owing to members of
      that Group,

                                       7
<PAGE>

            FOURTH, ratably to reduction of the Group Invested Amount,

            FIFTH, for the ratable payment of all other unpaid Obligations
      (including, without limitation, any Default Fees owing to such Group), and

            SIXTH, after the Aggregate Unpaids owing to such Group have been
      reduced to zero, to Transferor.

      Section 2.4 Payment Rescission. No payment of any Aggregate Unpaids shall
be considered paid or applied hereunder to the extent that, at any time, all or
any portion of such payment or application is rescinded by application of law or
judicial authority, or must otherwise be returned or refunded for any reason.
Transferor shall remain obligated, only to the extent it was obligated prior to
such rescission, for the amount of any payment or application so rescinded,
returned or refunded, and shall promptly pay to the applicable Co-Agent (for
application to the Person or Persons who suffered such rescission, return or
refund) the full amount thereof, plus the Default Fee from the date of any such
rescission, return or refunding.

      Section 2.5 Maximum Receivable Interests. Transferor shall ensure that the
Receivable Interests of all Transferees at no time exceed in the aggregate 100%.
If the aggregate of the Receivable Interests of the Transferees exceeds 100%,
Transferor shall pay to one or more of the Co-Agents within one (1) Business Day
an aggregate amount to be applied to reduce such Co-Agents' Group Invested
Amount (as allocated by such Co-Agent), such that after giving effect to such
payment, the aggregate of the Receivable Interests does not exceed 100%.

      Section 2.6 Clean Up Call. In addition to Transferor's rights pursuant to
Sections 1.1(c) and 1.3, Transferor shall have the right (after providing
written notice to the Agents in accordance with the Required Notice Period), on
any Settlement Date following the reduction of the Aggregate Invested Amount to
a level that is less than 10.0% of the highest Transfer Limit applicable at any
time under this Agreement, to reacquire from the Transferees all, but not less
than all, of the then outstanding Receivable Interests. The reacquisition price
in respect thereof shall be an amount equal to the Aggregate Unpaids through the
date of such reacquisition, payable in immediately available funds. Such
reacquisition shall be without representation, warranty or recourse of any kind
by, on the part of, or against any Transferee or any Agent other than a warranty
that Transferee or any Agent has not created any Adverse Claims with respect to
the Receivable Interest.

                                  ARTICLE III.
                                 CONDUIT FUNDING

      Section 3.1 CP Costs. Transferor shall pay CP Costs with respect to the
Invested Amount associated with each Receivable Interest of a Conduit funded
through the issuance of Commercial Paper for each day that any Invested Amount
in respect of such Receivable Interest is outstanding. Each Receivable Interest
of any Conduit that is funded substantially with Pooled Commercial Paper will
accrue CP Costs each day on a pro rata basis, based upon the percentage share
the Invested Amount in respect of such Receivable Interest represents in
relation to all assets held by such Conduit and funded substantially with
related Pooled Commercial Paper

                                       8
<PAGE>

      Section 3.2 CP Costs Payments. On each Settlement Date, Transferor shall
pay to each of the Co-Agents (for the benefit of its Conduit) an aggregate
amount equal to all accrued and unpaid CP Costs in respect of the Invested
Amount associated with all Receivable Interests funded with Commercial Paper of
such Conduit for the immediately preceding Settlement Period in accordance with
Article II.

      Section 3.3 Calculation of CP Costs. Not later than the 5th Business Day
after the end of each Accrual Period, each Co-Agent shall calculate the
aggregate amount of CP Costs allocated to the Invested Amount of its Conduit's
Receivable Interests for the applicable Accrual Period and shall notify
Transferor of such aggregate amount. Such calculation shall represent actual CP
Costs for the Accrual Period then most recently ended in the case of Atlantic or
Liberty Street.

                                  ARTICLE IV.
                             LIQUIDITY BANK FUNDING

      Section 4.1 Liquidity Bank Funding. Each Receivable Interest of any
Conduit's Liquidity Banks shall accrue Yield for each day during its Tranche
Period at either the LIBO Rate or the Alternate Base Rate in accordance with the
terms and conditions hereof. Until Transferor gives notice to the applicable
Co-Agent of another Discount Rate in accordance with Section 4.4, the initial
Discount Rate for any Receivable Interest transferred by a Conduit to its
Liquidity Banks pursuant to the terms and conditions of its Liquidity Agreement,
or funded by the Liquidity Banks pursuant to this Agreement, shall be the
Alternate Base Rate. If any Conduit's Liquidity Banks acquire by assignment from
such Conduit any Receivable Interest pursuant to the applicable Liquidity
Agreement, each Receivable Interest so assigned shall each be deemed to have a
new Tranche Period commencing on the date of any such assignment.

      Section 4.2 Yield Payments. On the Settlement Date for each Receivable
Interest of a Conduit's Liquidity Banks, Transferor shall pay to the applicable
Co-Agent (for the ratable benefit of the Liquidity Banks in its Group) an
aggregate amount equal to the accrued and unpaid Yield for the entire Tranche
Period of each such Receivable Interest in accordance with Article II.

      Section 4.3 Selection and Continuation of Tranche Periods.

            (a) With consultation from (and approval by) the applicable
Co-Agent, Transferor shall from time to time request Tranche Periods for the
Receivable Interests of the Liquidity Banks in such Co-Agent's Group, PROVIDED
that if at any time such Liquidity Banks shall have a Receivable Interest
outstanding, Transferor shall always request Tranche Periods such that at least
one Tranche Period shall end on the date specified in clause (a) of the
definition of Settlement Date.

            (b) Transferor or the applicable Co-Agent, upon notice to and
consent by the other received at least three (3) Business Days prior to the end
of a Tranche Period (the "TERMINATING TRANCHE") for any Receivable Interest,
may, effective on the last day of the Terminating Tranche: (i) divide any such
Receivable Interest into multiple Receivable Interests,

                                       9
<PAGE>

(ii) combine any such Receivable Interest with one or more other Receivable
Interests that have a Terminating Tranche ending on the same day as such
Terminating Tranche or (iii) combine any such Receivable Interest with a new
Receivable Interest to be acquired by such Co-Agent's Group on the day such
Terminating Tranche ends, PROVIDED that in no event may a Receivable Interest of
a Conduit be combined with a Receivable Interest of its Liquidity Banks.

      Section 4.4 Liquidity Bank Discount Rates. Transferor may select the LIBO
Rate or the Alternate Base Rate for each Receivable Interest of any Conduit's
Liquidity Banks. Transferor shall by 12:00 p.m. (New York time): (i) at least
three (3) Business Days prior to the expiration of any Terminating Tranche with
respect to which the LIBO Rate is being requested as a new Discount Rate and
(ii) at least one (1) Business Day prior to the expiration of any Terminating
Tranche with respect to which the Alternate Base Rate is being requested as a
new Discount Rate, give the applicable Co-Agent irrevocable notice of the new
Discount Rate and Tranche Period for the Receivable Interest associated with
such Terminating Tranche. Until Transferor gives notice to the applicable
Co-Agent of another Discount Rate, the initial Discount Rate for any Receivable
Interest transferred to the Liquidity Banks in its Group pursuant to the terms
and conditions of the applicable Liquidity Agreement shall be the Alternate Base
Rate.

      Section 4.5 Suspension of the LIBO Rate

            (a) If any Liquidity Bank notifies the applicable Co-Agent that it
has determined that funding its Ratable Share of the Receivable Interests of the
Liquidity Banks in its Group at a LIBO Rate would violate any applicable law,
rule, regulation, or directive of any governmental or regulatory authority, due
to a Regulatory Change, or that (i) deposits of a type and maturity appropriate
to match fund its Receivable Interests at such LIBO Rate are not available or
(ii) such LIBO Rate does not accurately reflect the cost of acquiring or
maintaining a Receivable Interest at such LIBO Rate, then such Co-Agent shall
suspend the availability of such LIBO Rate for its Group and require Transferor
to select the Alternate Base Rate for any Receivable Interest of its Group
funded by its Liquidity Banks.

            (b) If less than all of the Liquidity Banks in a Group give a notice
to their applicable Co-Agent pursuant to Section 4.5(a), each Liquidity Bank
which gave such a notice shall be obliged, at the request of Transferor, the
applicable Conduit or the applicable Co-Agent, to assign all of its rights and
obligations hereunder to (i) another Liquidity Bank or (ii) another funding
entity nominated by Transferor or such Co-Agent that is acceptable to the
applicable Conduit and willing to participate in this Agreement through the
Liquidity Termination Date in the place of such notifying Liquidity Bank;
PROVIDED that (A) the notifying Liquidity Bank receives payment in full,
pursuant to an Assignment Agreement, of an amount equal to such notifying
Liquidity Bank's Ratable Share of the Invested Amount owing to all of the
Liquidity Banks in its Group and all accrued but unpaid fees and other costs and
expenses payable in respect of its Ratable Share of the Receivable Interests of
such Liquidity Banks, and (B) the replacement Liquidity Bank otherwise satisfies
the requirements of Section 12.1(b).

                                       10
<PAGE>

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      Section 5.1 Representations and Warranties of the Transferor Parties. Each
Transferor Party hereby represents and warrants to the Agents and the
Transferees, as to itself, as of the date hereof and as of the date of each
Incremental Transfer and the date of each Reinvestment that:

            (a) Existence and Power. Such Transferor Party is duly organized,
validly existing and in good standing under the laws of its state of
organization. Except for Transferor, which has taken, on the date hereof, all
necessary steps to be qualified in New Hampshire, such Transferor Party is duly
qualified to do business and is in good standing as a foreign corporation or
limited liability company, as the case may be, and has and holds all corporate
power and all governmental licenses, authorizations, consents and approvals
required to carry on its business in each jurisdiction in which its business is
conducted except where the failure to so qualify or so hold would not reasonably
be expected to have a Material Adverse Effect on such Transferor Party or the
Receivables.

            (b) Power and Authority; Due Authorization, Execution and Delivery.
The execution and delivery by such Transferor Party of this Agreement and each
other Transaction Document to which it is a party, and the performance of its
obligations hereunder and thereunder and, in the case of Transferor,
Transferor's use of the proceeds of transfers made hereunder, are within its
corporate powers and authority and have been duly authorized by all necessary
corporate action on its part. This Agreement and each other Transaction Document
to which such Transferor Party is a party has been duly executed and delivered
by such Transferor Party.

            (c) No Conflict. The execution and delivery by such Transferor Party
of this Agreement and each other Transaction Document to which it is a party,
and the performance of its obligations hereunder and thereunder do not
contravene or violate (i) its certificate or articles of incorporation or
by-laws, (ii) any law, rule or regulation applicable to it, (iii) any
restrictions under any agreement, contract or instrument to which it is a party
or by which it or any of its property is bound, or (iv) any order, writ,
judgment, award, injunction or decree binding on or affecting it or its property
except, in any case described in the foregoing clauses (ii), (iii) and (iv),
where such contravention or violation would not reasonably be expected to have a
Material Adverse Effect, and do not result in the creation or imposition of any
Adverse Claim on assets of such Transferor Party or its Subsidiaries (except as
created under the Transaction Documents); and no transaction contemplated hereby
requires compliance with any bulk sales act or similar law.

            (d) Governmental Authorization. Other than the filing of the
financing statements required hereunder, no authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution and delivery by such
Transferor Party of this Agreement and each other Transaction Document to which
it is a party and the performance of its obligations hereunder and thereunder.

            (e) Actions, Suits. There are no actions, suits or proceedings
pending, or to the best of such Transferor Party's knowledge, threatened,
against or affecting such Transferor

                                       11
<PAGE>

Party, or any of its properties, in or before any court, arbitrator or other
body, that would reasonably be expected to have a Material Adverse Effect on
such Transferor Party or the Receivables. Such Transferor Party is not in
default with respect to any order of any court, arbitrator or governmental body
if such default would result in a Material Adverse Effect.

            (f) Binding Effect. This Agreement and each other Transaction
Document to which such Transferor Party is a party constitute the legal, valid
and binding obligations of such Transferor Party enforceable against such
Transferor Party in accordance with their respective terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization
or other similar laws relating to or limiting creditors' rights generally and by
general principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

            (g) Accuracy of Information. All information heretofore furnished by
such Transferor Party or any of its Affiliates to any of the Agents or the
Transferees for purposes of or in connection with this Agreement, any of the
other Transaction Documents or any transaction contemplated hereby or thereby
is, and all such information hereafter furnished by such Transferor Party or any
of its Affiliates to any of the Agents or the Transferees will be, true and
accurate in every material respect on the date such information is stated or
certified (or, if such information specifies another date, such other date) and
does not and will not contain any material misstatement of fact or omit to state
a material fact or any fact necessary to make the statements contained therein
not misleading; PROVIDED, HOWEVER, with respect to projected financial
information and forward looking statements that involve factors such as general
economic and business conditions; industry trends; overseas expansion; the loss
of major customers and suppliers; the timing of orders received from customers;
cost and availability of energy and raw materials; changes in business strategy
or development plans; availability and quality of management; and availability,
terms and deployment of capital, if any, such Transferor Party represents only
that such information was prepared in good faith based on assumptions believed
to be reasonable at the time.

            (h) Use of Proceeds. No use of the proceeds of any transfer
hereunder will violate the Securities Act of 1933, as amended, or the
regulations issued pursuant thereto, or the Securities Exchange Act of 1934, as
amended, or the regulations issued pursuant thereto, or Regulation T, U or X
promulgated by the Board of Governors of the Federal Reserve System.

            (i) Good Title. Except with respect to the Purchased Receivables (as
defined in the recitals of the Receivables Purchase Agreement) and associated
Related Security on each of which all Adverse Claims will be extinguished
concurrently with the initial transfer under the Receivables Purchase Agreement,
Transferor shall be the legal and beneficial owner of the Receivables and
Related Security with respect thereto, free and clear of any Adverse Claim,
except as created by the Transaction Documents. There have been duly filed or
delivered for filing all financing statements or other similar instruments or
documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect Transferor's ownership interest in each Receivable, the
Collections and the Related Security.

                                       12
<PAGE>

            (j) Perfection. This Agreement, together with the filing of the
financing statements contemplated hereby, is effective to, and shall, upon each
transfer hereunder, transfer to the Administrative Agent for the benefit of the
relevant Transferee or Transferees (and the Administrative Agent for the benefit
of such Transferee or Transferees shall acquire from Transferor) a valid and
perfected first priority undivided percentage ownership or security interest in
each Receivable existing or hereafter arising and in the Related Security and
Collections with respect thereto, free and clear of any Adverse Claim, except as
created or permitted by the Transactions Documents. There have been duly filed
or delivered for filing all financing statements or other similar instruments or
documents necessary under the UCC (or any comparable law) of all appropriate
jurisdictions to perfect the Administrative Agent's (on behalf of the
Transferees) ownership or security interest in the Receivables, the Related
Security and the Collections.

            (k) Places of Business and Locations of Records. Transferor's state
of organization and chief executive office and the offices where it or the
Servicer keeps all of the Records are located at the address(es) listed on
Exhibit III or such other locations of which the Agents have been notified in
accordance with Section 7.2(a) in jurisdictions where all action required by
Section 13.4(a) has been taken and completed. Transferor's Federal Employer
Identification Number and Organizational Identification Number (if any) are
correctly set forth on Exhibit III.

            (l) Collections. The conditions and requirements set forth in
Section 7.1(j) and Section 8.2 have at all times been satisfied and duly
performed. The names and addresses of all Collection Banks, together with the
account numbers of the Collection Accounts of Transferor at each Collection Bank
and the post office box number of each Lock-Box, are listed on Exhibit IV (as
updated from time to time). Transferor has not granted any Person, other than
the Administrative Agent as contemplated by this Agreement, dominion and control
of any Lock-Box or Collection Account, or the right to take dominion and control
of any such Lock-Box or Collection Account at a future time or upon the
occurrence of a future event.

            (m) Material Adverse Effect. Except as otherwise disclosed in any
public filing or otherwise disclosed to the Agents, in each case prior to the
date hereof, each Transferor Party represents and warrants that since September
30, 2002, no event has occurred that constitutes a Material Adverse Effect.

            (n) Names. In the past five (5) years, Transferor has not used any
corporate names, trade names or assumed names other than the name in which it
has executed this Agreement.

            (o) Ownership of Transferor. Parent owns, directly or indirectly,
100% of the issued and outstanding Equity Interests of Transferor. Such capital
stock is validly issued, fully paid and nonassessable, and there are no options,
warrants or other rights to acquire securities of Transferor.

            (p) Not a Holding Company or an Investment Company. Such Transferor
Party is not a "holding company" or a "subsidiary holding company" of a "holding
company" within the

                                       13
<PAGE>

meaning of the Public Utility Holding Company Act of 1935, as amended, or any
successor statute. Such Transferor Party is not an "investment company" within
the meaning of the Investment Company Act of 1940, as amended, or any successor
statute.

            (q) Compliance with Law. Such Transferor Party has complied in all
respects with all applicable laws, rules, regulations, orders, writs, judgments,
injunctions, decrees or awards to which it may be subject, except where the
failure to so comply would not reasonably be expected to have a Material Adverse
Effect. Each Receivable, together with the Contract related thereto, does not
contravene any laws, rules or regulations applicable thereto (including, without
limitation, laws, rules and regulations relating to truth in lending, fair
credit billing, fair credit reporting, equal credit opportunity, fair debt
collection practices and privacy), and no part of such Contract is in violation
of any such law, rule or regulation, except where such contravention or
violation would not reasonably be expected to have a Material Adverse Effect.

            (r) Compliance with Credit and Collection Policy. Such Transferor
Party has complied in all material respects with the Credit and Collection
Policy with regard to each Receivable and the related Contract, and has not made
any material change to such Credit and Collection Policy, except such material
change as to which the Agents have been notified in accordance with Section
7.1(a)(vii).

            (s) Payments to Applicable Originator. With respect to each
Receivable transferred to Transferor under the Receivables Purchase Agreement,
Transferor has given reasonably equivalent value to the applicable Originator in
consideration therefor and such transfer was not made for or on account of an
antecedent debt. No transfer by any Originator of any Receivable under the
Receivables Purchase Agreement is or may be voidable under any section of the
Bankruptcy Reform Act of 1978 (11 U.S.C. Sections 101 et seq.), as amended.

            (t) Enforceability of Contracts. Each Contract with respect to each
Receivable is effective to create, and has created, a legal, valid and binding
obligation of the related Obligor to pay the Outstanding Balance of the
Receivable created thereunder and any accrued interest thereon, enforceable
against the Obligor in accordance with its terms except as such enforcement may
be limited by applicable bankruptcy, insolvency, reorganization or other similar
laws relating to or limiting creditors' rights generally and by general
principles of equity (regardless of whether enforcement is sought in a
proceeding in equity or at law).

            (u) Eligible Receivables. Each Receivable included in the Net Pool
Balance as an Eligible Receivable on a Settlement Report Date was an Eligible
Receivable on such date.

            (v) Net Pool Balance. (i) On the date of each Incremental Transfer
or Reinvestment hereunder, immediately after giving effect thereto, the Net Pool
Balance as of the last day covered by the most recent Settlement Report or
Interim Settlement Report is at least equal to the sum of (A) the Aggregate
Invested Amount (as of the date of such transfer), plus (B) the Required
Reserves as of the last day covered by the most recent Settlement Report or
Interim Settlement Report, and (ii) immediately after giving effect to each
Reinvestment hereunder, since the last day covered by the most recent Settlement
Report or Interim Settlement Report, nothing has come to either Transferor
Party's attention to lead it to believe that it would reasonably be

                                       14
<PAGE>

expected that the Net Pool Balance does not equal or exceed the sum of (A) the
Aggregate Invested Amount as of such date, plus (B) the Required Reserves as of
the last day covered by the most recent Settlement Report or Interim Settlement
Report.

            (w) Accounting. Such Transferor Party will not, and will not permit
any controlled Affiliate to, financially account (whether in financial
statements or otherwise) for the transactions contemplated by the Receivables
Purchase Agreement in any manner other than the sale or other outright
conveyance or in any other respect account for or treat the transactions
contemplated by the Receivables Purchase Agreement in any manner other than as a
sale except to the extent that such transactions are not recognized on account
of consolidated financial reporting in accordance with generally accepted
accounting principles.

                                  ARTICLE VI.
                             CONDITIONS OF PURCHASES

      Section 6.1 Conditions Precedent to Effectiveness of this Agreement. This
Agreement shall become effective on the Restatement Date upon (a) receipt by the
Administrative Agent of the documents listed on Schedule B, and (b) receipt by
each of the Agents of all fees and expenses required to be paid on or before the
Restatement Date pursuant to the terms of the Existing Agreement, this Agreement
and the applicable Fee Letter(s).

      Section 6.2 Conditions Precedent to All Transfers and Reinvestments. Each
Incremental Transfer of a Receivable Interest and each Reinvestment shall be
subject to the further conditions precedent that (a) in the case of each such
Incremental Transfer or Reinvestment: (i) the Servicer shall have delivered to
the Co-Agents on or prior to the date of such transfer, in form and substance
reasonably satisfactory to each of the Co-Agents, all Settlement Reports or
Interim Settlement Reports as and when due under Section 8.5 and (ii) in the
event that Transferor is requesting an Incremental Transfer in excess of the
amount that would be allowed by the most recently delivered Settlement Report or
Interim Settlement Report, as applicable, the Servicer shall have delivered to
the Co-Agents at least three (3) days prior to such Incremental Transfer an
Interim Settlement Report showing a sufficient Net Pool Balance to support the
requested Incremental Transfer; (b) the Amortization Date for the Group for
which such Incremental Transfer has been effected shall not have occurred; (c)
the Agents shall have received such other approvals, opinions or documents as
any of them may reasonably request and (d) on the date of each such Incremental
Transfer or Reinvestment and after giving effect thereto, the following
statements shall be true (and acceptance of the proceeds of such Incremental
Transfer or Reinvestment shall be deemed a representation and warranty by
Transferor that such statements are then true):

                  (i) the representations and warranties set forth in Section
5.1 are true and correct in all material respects on and as of the date of such
Incremental Transfer or Reinvestment as though made on and as of such date;

                  (ii) no event has occurred and is continuing, or would result
from such Incremental Transfer or Reinvestment, that will constitute an
Amortization Event, and no event

                                       15
<PAGE>

has occurred and is continuing, or would result from such Incremental Transfer
or Reinvestment, that would constitute a Potential Amortization Event; and

                  (iii) the Aggregate Invested Amount does not exceed the
Transfer Limit.

It is expressly understood that each Reinvestment shall, unless otherwise
directed by any Agent or Transferee, occur automatically on each day that the
Servicer shall receive any Collections without the requirement that any further
action be taken on the part of any Person and notwithstanding the failure of
Transferor to satisfy any of the foregoing conditions precedent in respect of
such Reinvestment. The failure of Transferor to satisfy any of the foregoing
conditions precedent in respect of any Reinvestment shall give rise to a right
of each Co-Agent, which right may be exercised at any time on demand of such
Co-Agent, to rescind the related transfer and direct Transferor to pay to the
Co-Agents for the benefit of the Transferees in their respective Group's their
respective Percentages of the Collections prior to the Amortization Date that
shall have been applied to the affected Reinvestment.

                                  ARTICLE VII.
                                    COVENANTS

      Section 7.1 Affirmative Covenants of the Transferor Parties. From and
after the Closing Date until the date on which the Aggregate Unpaids have been
paid in full and this Agreement terminates in accordance with its terms, each
Transferor Party hereby covenants, as to itself, as set forth below:

            (a) Financial Reporting. Such Transferor Party will maintain, for
itself and each of its Subsidiaries, a system of accounting established and
administered in accordance with GAAP, and furnish or cause to be furnished to
the Agents:

                  (i) Annual Reporting. Within the earlier of (A) 100 days after
the close of each fiscal year of the Parent or (B) one Business Day following
the filing of such annual financial statements with the Securities and Exchange
Commission, a consolidated balance sheet of the Parent and its Subsidiaries as
at the end of such fiscal year, together with related consolidated statements of
income and retained earnings and of cash flows for such fiscal year, setting
forth in comparative form consolidated figures for the preceding fiscal year,
all in reasonable detail and certified by independent certified public
accountants of recognized national standing and whose opinion shall be to the
effect that such consolidated financial statements have been prepared in
accordance with GAAP applied on a consistent basis (except for changes with
which such accountants concur), TOGETHER WITH an unaudited annual balance sheet
and income statement for the Transferor.

                  (ii) Quarterly Reporting. Within the earlier of (A) 50 days
after the close of each fiscal quarter of the Parent or (B) one Business Day
following the filing of such quarterly financial statements with the Securities
and Exchange Commission, a consolidated balance sheet of the Parent and its
Subsidiaries as at the end of such fiscal quarter, together with related
consolidated statements of income and retained earnings and of cash flows for
such fiscal quarter and for the elapsed portion of the fiscal year ended with
the last day of such fiscal

                                       16
<PAGE>

quarter, setting forth in comparative form consolidated figures for the
corresponding period of the preceding fiscal year (except the consolidated
balance sheets shall be compared to the prior year end), and all in reasonable
form and detail acceptable to the Agents, TOGETHER WITH an unaudited balance
sheet and income statement for the Transferor for the calendar year to date.

                  (iii) Compliance Certificate. Together with the financial
statements required hereunder, a compliance certificate in substantially the
form of Exhibit V signed by such Transferor Party's Authorized Officer and dated
the date of such annual financial statement or such quarterly financial
statement, as the case may be.

                  (iv) Other Information. Promptly upon the furnishing thereof,
copies of any filings and registrations with, and reports to, the Securities and
Exchange Commission by the Parent or any of its Subsidiaries and copies of all
financial statements, proxy statements, notices and reports as the Parent or any
of its Subsidiaries shall send generally to analysts, the holders of their
capital stock or of senior indebtedness (in each case to the extent not
theretofore delivered to the Agents pursuant to this Agreement) and, with
reasonable promptness, such other information and documents (financial or
otherwise) as the Agents may reasonably request from time to time; PROVIDED,
HOWEVER, that in no event will Parent or any of its Subsidiaries be required to
disclose any information pursuant to this clause (iv) other than "material
nonpublic information" required to be publicly disclosed pursuant to Regulation
FD of the Securities and Exchange Commission.

                  (v) Copies of Notices. Promptly upon its receipt of any
notice, request for consent, financial statements, certification, report or
other communication under or in connection with any Transaction Document from
any Person other than the Agents or Conduits, copies of the same.

                  (vi) Change in Credit and Collection Policy. At least ten (10)
Business Days prior to the effectiveness of any material change in or material
amendment to the Credit and Collection Policy, a copy of the Credit and
Collection Policy then in effect and a notice (A) indicating such change or
amendment, and (B) if such proposed change or amendment would reasonably be
expected to materially and adversely affect the collectibility of the
Receivables or materially decrease the credit quality of any newly created
Receivables, requesting the Agents' consent thereto.

                  (vii) Other Information. Promptly, from time to time, such
other information, documents, records or reports relating to the Receivables or
the condition or operations, financial or otherwise, of such Transferor Party as
any of the Agents may from time to time reasonably request in order to protect
the interests of the Agents and the Transferees under or as contemplated by this
Agreement.

            (b) Notices. Servicer will notify the Agents in writing of any of
the following promptly (but in any event within four (4) Business Days) upon
learning of the occurrence thereof, describing the same and, if applicable, the
steps being taken with respect thereto:

                                       17
<PAGE>

                  (i) Amortization Events or Potential Amortization Events. The
occurrence of each Amortization Event and each Potential Amortization Event, by
a statement of an Authorized Officer of such Transferor Party.

                  (ii) Judgment and Proceedings. (A) The institution of any
litigation, arbitration proceeding or governmental proceeding against Servicer,
which would reasonably be expected to have a Material Adverse Effect on Servicer
or the Receivables serviced by it, or which seeks to enjoin performance of or
otherwise relates to the Transaction Documents, and (B) the entry of any
judgment or decree or the institution of any litigation, arbitration proceeding
or governmental proceeding against Transferor.

                  (iii) Material Adverse Effect. The occurrence of any event or
condition that has had, or would reasonably be expected to have, a Material
Adverse Effect.

                  (iv) Termination Date. The occurrence of the "TERMINATION
DATE" under and as defined in the Receivables Purchase Agreement with respect to
any Originator unless the Agents have consented thereto.

                  (v) Downgrade of Performance Guarantor. Any downgrade in the
rating of any Indebtedness of Performance Guarantor by S&P or by Moody's,
setting forth the Indebtedness affected and the nature of such change.

            (c) Compliance with Laws and Preservation of Corporate Existence.
Such Transferor Party will comply in all material respects with all applicable
laws, rules, regulations, orders, writs, judgments, injunctions, decrees or
awards to which it may be subject, except where the failure to so comply would
not reasonably be expected to have a Material Adverse Effect. Such Transferor
Party will preserve and maintain its corporate existence, rights, franchises and
privileges in the jurisdiction of its incorporation, and qualify and remain
qualified in good standing as a foreign corporation in each jurisdiction where
such qualification is required, except where the failure to so preserve and
maintain or qualify would not have a Material Adverse Effect.

            (d) Audits. Such Transferor Party will provide access to the Agents
from time to time to such information with respect to it and the Receivables as
any of the Agents may reasonably request upon reasonable notice at the
Servicer's place of business during normal business hours. Such Transferor Party
will, from time to time during regular business hours as requested by any of the
Agents upon reasonable notice (unless an Amortization Event has occurred and is
continuing in which case no notice shall be required) and at the sole cost of
such Transferor Party, permit each of the Agents, or its agents or
representatives (and shall cause each Originator to permit each of the Agents or
its agents or representatives): (i) to examine and make abstracts from all
Records in the possession or under the control of such Person relating to the
Receivables and the Related Security, including, without limitation, the related
Contracts; PROVIDED, HOWEVER, that the Agents may not make and retain copies of
any Contract, and (ii) to visit the offices and properties of such Person for
the purpose of examining such materials described in clause (i) above, and to
discuss matters relating to such Person's financial condition or the origination
and servicing of the Receivables and the Related Security or any Person's

                                       18
<PAGE>

performance under any of the Transaction Documents or any Person's performance
under the Contracts (subject to confidentiality restrictions in the relevant
Contracts) and, in each case, with any of the officers or employees of
Transferor or the Servicer having knowledge of such matters (each of the
foregoing examinations and visits, a "REVIEW"); PROVIDED, HOWEVER, that, so long
as no Amortization Event has occurred and is continuing and Parent maintains its
current unsecured debt rating of "BB-" from S&P and its current bank debt rating
of "Ba3" from Moody's, (A) the Transferor Parties shall only be responsible for
the costs and expenses of two (2) Reviews in any one calendar year, and (B) the
Agents will not request more than four (4) Reviews in any one calendar year.

            (e) Keeping and Marking of Records and Books.

                  (i) The Servicer will (and will cause each Originator to)
maintain and implement administrative and operating procedures (including,
without limitation, an ability to recreate records evidencing Receivables in the
event of the destruction of the originals thereof), and keep and maintain all
documents, books, records and other information reasonably necessary or
advisable for the collection of all Receivables (including, without limitation,
records adequate to permit the prompt identification of each new Receivable and
all Collections of and adjustments to each existing Receivable); PROVIDED,
HOWEVER, that nothing in this sentence shall require any Transferor Party to
retain records for a period longer than three (3) years after creation. The
Servicer will (and will cause each Originator to) give the Agents notice of any
material change in the administrative and operating procedures referred to in
the previous sentence to the extent that such change would reasonably be
expected to result in a Material Adverse Effect.

                  (ii) Such Transferor Party will (and will cause each
Originator to) (A) on or prior to the date hereof, mark its master data
processing records and other books and records relating to the Receivable
Interests with a legend, acceptable to the Agents, describing the Receivable
Interests and (B) upon the request of any of the Agents following the occurrence
and during the continuation of an Amortization Event which is not waived in
writing by the Agents: (x) mark each Contract, if any, constituting an
instrument, promissory note, chattel paper, document or certificated security
(each, as defined in the UCC) with a legend describing the Receivable Interests
and (y) deliver to the Administrative Agent all Contracts that constitute
Chattel Paper or Instruments relating to the Receivables.

            (f) Compliance with Contracts and Credit and Collection Policy. Such
Transferor Party will (and the Parent will require each Originator to) timely
and fully (i) perform and comply in all material respects with all provisions,
covenants and other promises required to be observed by it under the Contracts
related to the Receivables, and (ii) comply in all material respects with the
Credit and Collection Policy in regard to each Receivable and the related
Contract.

            (g) Performance and Enforcement of Receivables Purchase Agreement.
Transferor will, and will require each Originator to, perform each of their
respective obligations and undertakings under and pursuant to the Receivables
Purchase Agreement, will transfer Receivables thereunder in strict compliance
with the terms thereof and shall take all action

                                       19
<PAGE>

necessary or reasonably appropriate to enforce the rights and remedies accorded
to Transferor under the Receivables Purchase Agreement. Transferor will take all
actions reasonably necessary to perfect and enforce its rights and interests
(and the rights and interests of the Agents and the Transferees as assignees of
Transferor) under the Receivables Purchase Agreement as any Agent may from time
to time reasonably request, including, without limitation, making claims to
which it may be entitled under any indemnity, reimbursement or similar provision
contained in the Receivables Purchase Agreement.

            (h) Ownership. Transferor will (or the Servicer will cause each
Originator to) take all necessary action to (i) vest legal and equitable title
to the Receivables, the Related Security and the Collections acquired under the
Receivables Purchase Agreement irrevocably in Transferor, free and clear of any
Adverse Claims other than Adverse Claims in favor of the Administrative Agent
and the Transferees (including, without limitation, the filing of all financing
statements or other similar instruments or documents necessary under the UCC (or
any comparable law) of all appropriate jurisdictions to perfect Transferor's
interest in such Receivables, Related Security and Collections and such other
action to perfect, protect or more fully evidence the interest of Transferor
therein as any Agent may reasonably request), and (ii) establish and maintain,
in favor of the Administrative Agent, for the benefit of the Transferees, a
valid and perfected first priority undivided percentage ownership interest
(and/or a valid and perfected first priority security interest) in all
Receivables, Related Security and Collections to the full extent contemplated
herein, free and clear of any Adverse Claims other than Adverse Claims in favor
of the Administrative Agent for the benefit of the Transferees (including,
without limitation, the filing of all financing statements or other similar
instruments or documents necessary under the UCC (or any comparable law) of all
appropriate jurisdictions to perfect the Administrative Agent's (for the benefit
of the Transferees) interest in such Receivables, Related Security and
Collections and such other action to perfect, protect or more fully evidence the
interest of the Administrative Agent for the benefit of the Transferees as any
Agent may reasonably request).

            (i) Transferees' Reliance. Transferor acknowledges that the Agents
and the Transferees are entering into the transactions contemplated by this
Agreement in reliance upon Transferor's identity as a legal entity that is
separate (other than for certain tax purposes) from each of the Originators, the
Performance Guarantor and their respective Affiliates other than Transferor
(collectively, the "FISHER GROUP"). Therefore, from and after the date of
execution and delivery of this Agreement, Transferor shall take all reasonable
steps, including, without limitation, all steps that any Agent may from time to
time reasonably request, to maintain Transferor's identity as a separate legal
entity and to make it manifest to third parties that Transferor is an entity
with assets and liabilities distinct from those of the members of the Fisher
Group thereof and not merely a division thereof (other than for certain tax
purposes). Without limiting the generality of the foregoing and in addition to
the other covenants set forth herein, Transferor will:

                        (A) conduct its own business in its own name and require
that all full-time employees of Transferor, if any, identify themselves as such
and not as employees of any member of the Fisher Group (including, without
limitation, by means of providing

                                       20
<PAGE>

appropriate employees with business or identification cards identifying such
employees as Transferor's employees);

                        (B) compensate all employees, consultants and agents
directly, from Transferor's own funds, for services provided to Transferor by
such employees, consultants and agents and, to the extent any employee,
consultant or agent of Transferor is also an employee, consultant or agent of a
member of the Fisher Group, allocate the compensation of such employee,
consultant or agent between Transferor and the members of the Fisher Group on a
basis that reflects the services rendered to Transferor and the Fisher Group;

                        (C) clearly identify its offices (by signage or
otherwise) as its offices and, if such office is located in the offices of a
member of the Fisher Group, Transferor shall lease such office at a fair market
rent;

                        (D) have a separate telephone number, which will be
answered only in its name and separate stationery, invoices and checks in its
own name;

                        (E) conduct all transactions with the members of the
Fisher Group strictly on an arm's-length basis, allocate all overhead expenses
(including, without limitation, telephone and other utility charges) for items
shared between Transferor and the Fisher Group on the basis of actual use to the
extent practicable and, to the extent such allocation is not practicable, on a
basis reasonably related to actual use;

                        (F) at all times have a Board of Directors consisting of
not less than three members, at least one member of which is an Independent
Director;

                        (G) observe all corporate formalities as a distinct
entity, and ensure that all corporate actions relating to (A) the selection,
maintenance or replacement of the Independent Director, (B) the dissolution or
liquidation of Transferor or (C) the initiation of, participation in,
acquiescence in or consent to any bankruptcy, insolvency, reorganization or
similar proceeding involving Transferor, are duly authorized by unanimous vote
of its Board of Directors (including the Independent Director);

                        (H) maintain Transferor's books and records separate
from those of the members of the Fisher Group and otherwise identify such books
and records as its own assets rather than assets of a member of the Fisher Group
(other than for certain tax purposes);

                        (I) prepare its financial statements separately from
those of the Fisher Group and insure that any consolidated financial statements
of the Fisher Group (or any member thereof) that include Transferor and that are
filed with the Securities and Exchange Commission or any other governmental
agency have notes clearly stating that Transferor is a separate legal entity and
that its assets will be available first and foremost to satisfy the claims of
the creditors of Transferor;

                        (J) except as herein specifically otherwise provided,
maintain the funds or other assets of Transferor separate from, and not
commingled with, those of the

                                       21
<PAGE>

members of the Fisher Group and only maintain bank accounts or other depository
accounts to which Transferor alone is the account party, into which Transferor
alone makes deposits and from which Transferor alone (and/or the Administrative
Agent hereunder) has the power to make withdrawals;

                        (K) pay all of Transferor's operating expenses, if any,
from Transferor's own assets (except for certain payments by a member of the
Fisher Group or other Persons pursuant to allocation arrangements that comply
with the requirements of this Section 7.1(i));

                        (L) operate its business and activities such that: it
does not engage in any business or activity of any kind, or enter into any
transaction or indenture, mortgage, instrument, agreement, contract, lease or
other undertaking, other than the transactions contemplated and authorized by
this Agreement and the Receivables Purchase Agreement; and does not create,
incur, guarantee, assume or suffer to exist any indebtedness or other
liabilities, whether direct or contingent, other than (1) as a result of the
endorsement of negotiable instruments for deposit or collection or similar
transactions in the ordinary course of business, (2) the incurrence of
obligations under this Agreement or the other Transaction Documents, (3) the
incurrence of obligations, as expressly contemplated in the Receivables Purchase
Agreement, to make payment to Originators thereunder for the transfer of
Receivables from Originators under the Receivables Purchase Agreement, and (4)
the incurrence of operating expenses in the ordinary course of business of the
type otherwise contemplated by this Agreement;

                        (M) maintain its Organic Documents in conformity with
this Agreement, such that it does not amend, restate, supplement or otherwise
modify its Organic Documents in any respect that would reasonably be expected to
impair its ability to comply with the terms or provisions of any of the
Transaction Documents, including, without limitation, this Section 7.1(i);

                        (N) maintain the effectiveness of, and continue to
perform under the Receivables Purchase Agreement and the Performance
Undertaking, such that it does not amend, restate, supplement, cancel, terminate
or otherwise modify the Receivables Purchase Agreement or the Performance
Undertaking, or give any consent, waiver, directive or approval thereunder or
waive any default, action, omission or breach under the Receivables Purchase
Agreement or the Performance Undertaking or otherwise grant any indulgence
thereunder, without (in each case) the prior written consent of each of the
Agents;

                        (O) maintain its legal separate existence such that it
does not merge or consolidate with or into, or convey, transfer, lease or
otherwise dispose of (whether in one transaction or in a series of transactions,
and except as otherwise contemplated herein) all or substantially all of its
assets (whether now owned or hereafter acquired) to, or acquire all or
substantially all of the assets of, any Person, nor at any time create, have,
acquire, maintain or hold any interest in any Subsidiary;

                                       22
<PAGE>

                        (P) maintain at all times a Net Worth of at least
$50,000,000 and refrain from making any dividend, distribution, redemption of
capital stock or payment of any subordinated indebtedness which would cause such
Net Worth to cease to be so maintained; and

                        (Q) take such other actions as are necessary on its part
to ensure that the facts and assumptions set forth in the opinion issued by
Debevoise & Plimpton, as counsel for Transferor, in connection with the closing
or initial Incremental Transfer under this Agreement and relating to substantive
consolidation and true sale issues, and in the certificates accompanying such
opinion, remain true and correct in all material respects at all times.

            (j) Collections. Such Transferor Party will cause (1) all proceeds
from all Lock-Boxes to be directly deposited by a Collection Bank into a
Collection Account and (2) each Lock-Box and Collection Account to be subject at
all times to a Collection Account Agreement that is in full force and effect. In
the event any payments relating to Receivables are remitted directly to
Transferor or any Affiliate of Transferor, Transferor will remit (or will cause
all such payments to be remitted) directly to a Collection Bank and deposited
into a Collection Account within two (2) Business Days following receipt
thereof, and, at all times prior to such remittance, Transferor will itself hold
or, if applicable, will cause such payments to be held in trust for the benefit
of the Agents and the Transferees to the extent of the Receivable Interests or
the Administrative Agent's security interest, as the case may be. Transferor
will maintain exclusive ownership, dominion and control (subject to the terms of
this Agreement) of each Lock-Box and Collection Account and shall not grant the
right to take dominion and control of any Lock-Box or Collection Account at a
future time or upon the occurrence of a future event to any Person, except to
the Administrative Agent as contemplated by this Agreement.

            (k) Taxes. Such Transferor Party will file all material tax returns
and reports required by law to be filed by it and will timely pay all material
taxes and governmental charges at any time owing; PROVIDED, HOWEVER, that no
Transferor Party shall be required to pay any such taxes and governmental
charges which are not yet delinquent or are being diligently contested in good
faith by appropriate proceedings and for which adequate reserves in accordance
with GAAP shall have been set aside on its books unless the failure to make any
such payment (1) shall give rise to an immediate right to foreclose on an
Adverse Claim securing such amounts, (2) shall result in the attachment of an
Adverse Claim on the Receivables, the Collections or the Related Security, or
(3) would have a Material Adverse Effect.

            (l) Payment to Originators. With respect to any Receivable acquired
by Transferor from an Originator, such sale shall be effected under, and in
strict compliance with the terms of, the Receivables Purchase Agreement,
including, without limitation, the terms relating to the amount and timing of
payments to be made to such Originator in respect of the transfer price for such
Receivable.

      Section 7.2 Negative Covenants of the Transferor Parties. From and after
the Closing Date until the date on which the Aggregate Unpaids have been paid in
full and this Agreement terminates in accordance with its terms, each Transferor
Party hereby covenants, as to itself, as set forth below:

                                       23
<PAGE>

            (a) Name Change, Offices and Records. Transferor will not change its
name, identity or legal structure (within the meaning of Section 9-507(c) of any
applicable enactment of the UCC) or change its jurisdiction of organization or
organize in an additional jurisdiction or relocate its chief executive office or
any office where Records are kept unless it shall have: (i) given the Agents at
least two (2) days' prior written notice thereof and (ii) delivered to the
Administrative Agent all financing statements, instruments and other documents
reasonably requested by any of the Agents in connection with such change or
relocation.

            (b) Change in Payment Instructions to Obligors. Except as may be
required by the Administrative Agent pursuant to Section 8.2(b), such Transferor
Party will not add or terminate any bank as a Collection Bank, or make any
change in the instructions to Obligors regarding payments to be made to any
Lock-Box or Collection Account, unless the Agents shall have received, at least
ten (10) days before the proposed effective date therefor, (i) written notice of
such addition, termination or change and (ii) with respect to the addition of a
Collection Bank or a Collection Account or Lock-Box, an executed Collection
Account Agreement with respect to the new Collection Account or Lock-Box;
PROVIDED, HOWEVER, that the Servicer may make changes in instructions to
Obligors regarding payments if such new instructions require such Obligor to
make payments to another existing Collection Account.

            (c) Modifications to Contracts and Credit and Collection Policy.
Without the consent of each of the Agents, such Transferor Party will not, and
will not permit any Originator to, make any change to the Credit and Collection
Policy that could reasonably be expected to materially and adversely affect the
collectibility of the Receivables or materially decrease the credit quality of
any newly created Receivables. Except as provided in Section 8.2(d), the
Servicer will not, and will not permit any Originator to, extend, amend or
otherwise modify the terms of any Receivable or any Contract related thereto
other than in accordance with the Credit and Collection Policy.

            (d) Sales, Liens. Transferor will not sell, assign (by operation of
law or otherwise) or otherwise dispose of, or grant any option with respect to,
or create or suffer to exist any Adverse Claim upon (including, without
limitation, the filing of any financing statement) or with respect to, any
Receivable, Related Security or Collections, or upon or with respect to any
Contract under which any Receivable arises, or any Lock-Box or Collection
Account, or assign any right to receive income with respect thereto (other than,
in each case, the creation of the interests therein in favor of the
Administrative Agent and the Transferees provided for herein), and Transferor
will defend the right, title and interest of the Agents and the Transferees in,
to and under any of the foregoing property, against all claims of third parties
claiming through or under Transferor or any Originator.

            (e) Net Pool Balance. At no time prior to the latest Amortization
Date for any Group shall Transferor permit the Net Pool Balance to be less than
an amount equal to the sum of (i) the Aggregate Invested Amount plus (ii) the
Required Reserves.

            (f) Termination Date Determination. Transferor will not designate
the Termination Date (as defined in the Receivables Purchase Agreement), or send
any written notice to any Originator in respect thereof, without the prior
written consent of the Agents,

                                       24
<PAGE>

except with respect to the occurrence of such Termination Date arising pursuant
to Section 5.1(d) of the Receivables Purchase Agreement.

            (g) Restricted Junior Payments. From and after the occurrence of any
Amortization Event, Transferor will not make any Restricted Junior Payment while
any Aggregate Unpaids remain outstanding if the effect of such Restricted Junior
Payment would be to reduce Transferor's Net Worth below $50,000,000.

            (h) Transferor Indebtedness. Transferor will not incur or permit to
exist any Indebtedness except: (i) the Obligations, and (ii) other current
accounts payable arising in the ordinary course of business and not overdue.

            (i) Prohibition on Additional Negative Pledges. No Transferor Party
will enter into or assume any agreement (other than this Agreement and the other
Transaction Documents) prohibiting the creation or assumption of any Adverse
Claim upon the Receivable, Collections, and Related Security except as
contemplated by the Transaction Documents, or otherwise prohibiting or
restricting any transaction contemplated hereby or by the other Transaction
Documents.

            (j) Amendments to Credit Agreement and Security Documents. No
Transferor Party shall execute or consent to any amendment, restatement or other
modification of or supplement to the Credit Agreement or any Security Document
(as defined therein) that (i) requires Transferor to assume, guarantee or
otherwise become absolutely or contingently liable for, all or any portion of
the Obligations (as defined therein), or to pledge collateral therefor, (ii)
provides that the facility contemplated by this Agreement is not permitted under
the terms of the Credit Agreement and Security Documents, or (iii) encumbers any
of the Receivables or Related Security, and Transferor shall not assume,
guarantee or otherwise become absolutely or contingently liable for, all or any
portion of the Obligations (as defined in the Credit Agreement).

                                 ARTICLE VIII.
                          ADMINISTRATION AND COLLECTION

      Section 8.1 Designation of Servicer.

            (a) The servicing, administration and collection of the Receivables
shall be conducted by such Person (the "SERVICER") so designated from time to
time in accordance with this Section 8.1. Parent is hereby designated as, and
hereby agrees to perform the duties and obligations of, the Servicer pursuant to
the terms of this Agreement. The Agents may at any time designate as Servicer
any Person to succeed Parent or any successor Servicer.

            (b) Parent may delegate, and Parent hereby advises the Transferees
and the Agents that it has delegated, to the Originators, as sub-servicers of
the Servicer, certain of its duties and responsibilities as Servicer hereunder
in respect of the Receivables originated by such Originators. Without the prior
written consent of the Agents, neither Parent nor any of the aforementioned
permitted sub-servicers shall be permitted to delegate any of its duties or
responsibilities as Servicer to any Person other than (i) the Transferor, (ii)
the Originators and (iii) with respect to certain Defaulted Receivables, outside
collection agencies in accordance with

                                       25
<PAGE>

its customary practices. If the Agents shall designate as Servicer any Person
other than Parent, all duties and responsibilities theretofore delegated by
Parent to any other Originator may, at the discretion of any of the Agents, be
terminated forthwith on notice given by any Agent to the other Agents,
Transferor and Parent (who will be responsible for notifying the other
Originators).

            (c) The Servicer shall administer the Collections in accordance with
the procedures described herein and in Article II; PROVIDED THAT nothing in this
sentence shall require the Servicer to segregate Collections on a daily basis
from its other funds prior to the occurrence of a Group's Amortization Date. The
Servicer shall set aside and hold in trust for the account of Transferor and the
Transferees their respective shares of the Collections in accordance with
Article II. The Servicer (or from and after delivery of any Collection Notice,
the Administrative Agent) shall, upon the request of any Agent while any
Aggregate Unpaids remain outstanding, segregate, in a manner reasonably
acceptable to such Agent, all cash, checks and other instruments received by it
from time to time constituting such Agent's Group's Group Collections from the
general funds of the Servicer or Transferor prior to the remittance thereof in
accordance with Article II, in an amount not to exceed the accrued and unpaid
Aggregate Unpaids that will be due and owing to the Agents for the benefit of
their respective Groups on the next Settlement Date pursuant to Section 2.2 or
2.3, as applicable. If the Servicer shall be required to segregate Collections
pursuant to the preceding sentence, the Servicer shall segregate and deposit
with a bank designated by the applicable Agent such allocable share of
Collections of Receivables set aside for the applicable Transferees on the first
Business Day following receipt by the Servicer of such Collections, duly
endorsed or with duly executed instruments of transfer.

      Section 8.2 Duties of Servicer.

            (a) The Servicer shall take or cause to be taken all such actions as
may be necessary or advisable to collect each Receivable from time to time, all
in accordance with applicable laws, rules and regulations, with reasonable care
and diligence, and in accordance with the Credit and Collection Policy.

            (b) The Servicer will instruct all Obligors to pay all Collections
directly to a Lock-Box or Collection Account. The Servicer shall effect a
Collection Account Agreement in a form reasonably acceptable to the Agents and
Transferor with each bank party to a Collection Account at any time. In the case
of any remittances received in any Lock-Box or Collection Account that shall
have been identified, to the satisfaction of the Servicer, to not constitute
Collections or other proceeds of the Receivables or the Related Security, the
Servicer shall promptly remit such items to the Person identified to it as being
the owner of such remittances. From and after the date the Administrative Agent
delivers to any Collection Bank a Collection Notice pursuant to Section 8.3, the
Administrative Agent may request that the Servicer, and the Servicer thereupon
promptly shall instruct all Obligors with respect to the Receivables, to remit
all payments thereon to a new depositary account specified by the Administrative
Agent and, at all times thereafter, Transferor and the Servicer shall use
reasonable efforts not to deposit or otherwise credit, and shall not authorize
any other Person to deposit or otherwise credit to such new depositary account
any cash or payment item other than Collections. No Collection Account Agreement
may be amended, terminated or otherwise modified without the prior

                                       26
<PAGE>

written consent of the Agents; PROVIDED, HOWEVER, that so long as no
Amortization Event has occurred and not been waived by the Agents, the
Administrative Agent will not unreasonably withhold or delay its consent to the
closing of a Collection Account if the Obligors who otherwise would have made
payments to such Collection Account have been directed to make payments to
another Collection Account with respect to which a Collection Account Agreement
has been executed by all requisite parties.

            (c) The Servicer shall administer the Collections in accordance with
the procedures described herein and in Article II; PROVIDED THAT nothing in this
sentence shall require the Servicer to segregate Collections on a daily basis
from its other funds prior to the occurrence of a Group's Amortization Date. The
Servicer shall set aside and hold in trust for the account of Transferor and the
Transferees their respective shares of the Collections in accordance with
Article II. The Servicer shall, upon the request of any Agent following an
Amortization Event or a Potential Amortization Event while any Aggregate Unpaids
remain outstanding, segregate, in a manner reasonably acceptable to such Agent,
all cash, checks and other instruments received by it from time to time
constituting such Agent's Group's Outstanding Percentage of Collections from the
general funds of the Servicer or Transferor prior to the remittance thereof in
accordance with Article II. If the Servicer shall be required to segregate
Collections pursuant to the preceding sentence, the Servicer shall segregate and
deposit with a bank designated by the applicable Agent such allocable share of
Collections of Receivables set aside for the applicable Transferees on the first
Business Day following receipt by the Servicer of such Collections, duly
endorsed or with duly executed instruments of transfer.

            (d) The Servicer may, in accordance with the Credit and Collection
Policy, extend the maturity of any Receivable or adjust the Outstanding Balance
of any Receivable as the Servicer determines to be appropriate to maximize
Collections thereof; PROVIDED, HOWEVER, that such extension or adjustment shall
not alter the status of such Receivable as a Delinquent Receivable or Defaulted
Receivable or limit the rights of the Agents or the Transferees under this
Agreement. Notwithstanding anything to the contrary contained herein, following
the occurrence of an Amortization Event which is not waived in writing by each
of the Agents, the Administrative Agent may give reasonable direction to the
Servicer to commence or settle any legal action with respect to any Receivable
or to foreclose upon or repossess any Related Security.

            (e) The Servicer shall hold in trust for Transferor and the
Transferees all Records that (i) evidence or relate to the Receivables, the
related Contracts and Related Security or (ii) are otherwise necessary or
desirable to collect the Receivables and shall, as soon as practicable upon
demand of any Agent following the occurrence of an Amortization Event which is
not waived in writing by each of the Agents, deliver or make available to the
Administrative Agent all such Records, at a place selected by the Administrative
Agent. The Servicer shall, as soon as practicable following receipt thereof turn
over to Transferor any cash collections or other cash proceeds received with
respect to Indebtedness not constituting Receivables, Related Security,
Collections or proceeds of any of the foregoing. The Servicer shall, from time
to time at the request of any Transferee, furnish to the Transferees (promptly
after any such request) a calculation of the amounts set aside for the
Transferees pursuant to Article II.

                                       27
<PAGE>

            (f) Any payment by an Obligor in respect of any indebtedness owed by
it to an Originator or Transferor shall, except as otherwise specified by such
Obligor or otherwise required by contract or law and unless otherwise instructed
by the Administrative Agent, be applied as a Collection of any Receivable of
such Obligor (starting with the oldest such Receivable) to the extent of any
amounts then due and payable thereunder before being applied to any other
receivable or other obligation of such Obligor.

      Section 8.3 Collection Notices. While any Aggregate Unpaids remain
outstanding, at any time after the occurrence of an Amortization Event or a
Potential Amortization Event, in either case which is not waived in writing by
each of the Agents, the Administrative Agent may, and shall at the direction of
any of the Co-Agents, date and deliver to the Collection Banks the Collection
Notices. Transferor hereby transfers to the Administrative Agent for the benefit
of the Transferees, effective when the Administrative Agent delivers such
notice, the exclusive ownership and control of each Lock-Box and the Collection
Accounts, PROVIDED THAT, unless and until an Amortization Event shall have
occurred and remain outstanding, delivery of any such Collection Notice shall
not entitle the Administrative Agent to retain any Collections received after
delivery of such notice in excess of the Accrual Amounts that will be required
to be paid over to the respective Group Agents on the next succeeding Settlement
Date pursuant to Section 2.2 hereof, and any such excess received in any Lockbox
or Collection Account will be paid over to the Transferor on a same-day basis by
the Administrative Agent as the proceeds of a Reinvestment. In case any
authorized signatory of Transferor whose signature appears on a Collection
Account Agreement shall cease to have such authority before the delivery of such
notice, such Collection Notice shall nevertheless be valid as if such authority
had remained in force. Transferor hereby authorizes the Administrative Agent,
and agrees that the Administrative Agent shall be entitled after the occurrence
of an Amortization Event to (i) endorse Transferor's name on checks and other
instruments representing Collections, (ii) enforce the Receivables, the related
Contracts and the Related Security and (iii) take such action as shall be
necessary or desirable to cause all cash, checks and other instruments
constituting Collections of Receivables to come into the possession of the
Administrative Agent, for the benefit of the Agents and the Transferees, rather
than Transferor.

      Section 8.4 Responsibilities of Transferor. Anything herein to the
contrary notwithstanding, the exercise by the Agents and the Transferees of
their rights hereunder shall not release the Servicer, any Originator or
Transferor from any of their duties or obligations with respect to any
Receivables or under the related Contracts. The Transferees shall have no
obligation or liability with respect to any Receivables or related Contracts,
nor shall any of them be obligated to perform the obligations of Transferor.

      Section 8.5 Reports. The Servicer shall prepare and forward to the
Administrative Agent, who will promptly forward to the Co-Agents:

            (a) on the 15th day of each month, or if such date is not a Business
      Day, the next Business Day (the "MONTHLY REPORTING DATE"), a Settlement
      Report, and

                                       28
<PAGE>

            (b) at such other times as any Agent shall reasonably request and
      with reasonable advance notice, (A) an Interim Settlement Report and/or
      (B) a listing by Obligor of all Receivables together with an aging of such
      Receivables.

      Section 8.6 Servicing Fees. In consideration of Parent's agreement to act
as Servicer hereunder, the Transferees hereby agree that, (a) so long as Parent
shall continue to perform as Servicer hereunder, Transferor shall pay over to
Parent a fully earned and non-refundable servicing fee (the "SERVICING FEE") on
each Settlement Date, in arrears for the immediately preceding month, equal to
1% per annum of the average aggregate Outstanding Balance of all Receivables
during such period, as compensation for its servicing activities or (b) in the
case of the Servicer not being a member of the Fisher Group, the Servicing Fee
will be such reasonable rate as may be charged by the successor Servicer.

                                  ARTICLE IX.
                               AMORTIZATION EVENTS

      Section 9.1 Amortization Events. The occurrence of any one or more of the
following events shall constitute an Amortization Event:

            (a) Any Transferor Party shall fail to make any payment or deposit
required hereunder when due.

            (b) Any representation, warranty, certification or statement made by
any Transferor Party in this Agreement, any other Transaction Document to which
it is a party or in any other document delivered pursuant hereto or thereto
shall prove to have been incorrect in any material respect when made or deemed
made.

            (c) (i) Failure of Transferor to pay any Indebtedness (other than
Aggregate Unpaids) when due taking into account any applicable grace period, and
failure of Performance Guarantor and/or any of its Subsidiaries other than
Transferor to pay Indebtedness in excess of the lesser of (x) the amount set
forth in the comparable event of default provision in the Credit Agreement, and
(y) $20,000,000 in aggregate principal amount when due taking in to account any
applicable grace period; (ii) any Indebtedness described in clause (i) shall be
declared to be due and payable or required to be prepaid (other than by a
regularly scheduled payment) prior to the date of maturity thereof, or (iii) a
Credit Agreement Default shall have occurred and be continuing.

            (d) (i) Any Transferor Party or any of its Subsidiaries shall
generally not pay its debts as such debts become due or shall admit in writing
its inability to pay its debts generally or shall make a general assignment for
the benefit of creditors; (ii) any proceeding shall be instituted by any
Transferor Party or any of its Subsidiaries seeking to adjudicate it bankrupt or
insolvent, or seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or
seeking the entry of an order for relief or the appointment of a receiver,
trustee or other similar official for it or any substantial part of its
property, (iii) any proceeding of the type described in the preceding clause
(ii) shall be instituted

                                       29
<PAGE>

against any Transferor Party and shall continue undismissed, or unstayed and in
effect, for a period of 60 consecutive days; or (iv) an order for relief in
respect of such Person shall be entered in an involuntary case under the federal
bankruptcy laws or other similar laws now or hereafter in effect, or (v) any
Transferor Party or any of its Subsidiaries shall take any corporate action to
authorize any of the actions set forth in clauses (i) or (ii) above in this
subsection (d).

            (e) (i) Transferor shall fail to comply with the terms of Section
2.5 hereof, or (ii) any Transferor Party shall fail to perform or observe any
term, covenant or agreement hereunder (other than as referred to in Section
9.1(a) or clause (i) of this Section 9.1(e)) which failure under this clause
(ii) continues for five (5) consecutive Business Days.

            (f) As at the end of any calendar month:

                  (i) the average of the Dilution Ratios for the three months
            then most recently ended shall exceed 3.10%;

                  (ii) the average of the Delinquency Ratios for the three
            months then most recently ended shall exceed (A) 3.00% at any time
            through and including the Calculation Period ending June 30, 2003 or
            (B) 2.65% at any time thereafter; or

                  (iii) the average of the Default Ratios for the three months
            then most recently ended shall exceed 2.75%.

            (g) A Change of Control shall occur with respect to any Transferor
            Party.

            (h) (i) One or more final judgments or decrees for the payment of
money in excess of $11,624 shall be entered against Transferor or (ii) one or
more final judgments for the payment of money in an amount in excess of the
lesser of (A) the amount set forth in the comparable event of default provision
in the Credit Agreement, and (B) $20,000,000 in the aggregate for all such
judgments or decrees, shall be entered against Servicer or Performance Guarantor
on claims not covered by insurance or as to which the insurance carrier has
denied its responsibility, and such judgment shall not have been vacated,
discharged, stayed or satisfied and in effect for thirty (30) consecutive days
without a stay of execution

            (i) Either (i) the "TERMINATION DATE" under and as defined in the
Receivables Purchase Agreement shall occur under the Receivables Purchase
Agreement or (ii) any Originator shall for any reason cease to transfer, or
cease to have the legal capacity to transfer, or otherwise be incapable of
transferring Receivables to Transferor under the Receivables Purchase Agreement.

            (j) This Agreement shall terminate in whole or in part (except in
accordance with its terms), or shall cease to be effective or to be the legally
valid, binding and enforceable obligation of Transferor or Servicer, or any
Transferor Party shall directly or indirectly contest in any manner such
effectiveness, validity, binding nature or enforceability, or the Administrative
Agent for the benefit of the Transferees shall cease to have a valid and
perfected first priority

                                       30
<PAGE>

security interest in the Receivables, the Related Security and the Collections
with respect thereto and the Collection Accounts.

            (k) Performance Guarantor shall fail to perform or observe any term,
covenant or agreement required to be performed by it under the Performance
Undertaking, or the Performance Undertaking shall cease to be effective or to be
the legally valid, binding and enforceable obligation of Performance Guarantor,
or Performance Guarantor shall directly or indirectly contest in any manner such
effectiveness, validity, binding nature or enforceability.

            (l) The Internal Revenue Service shall file notice of a lien
pursuant to Section 6323 of the Tax Code with regard to any of the Receivables,
Collections or Related Security, or the PBGC shall file notice of a lien
pursuant to Section 4068 of ERISA with regard to any of the Receivables,
Collections or Related Security, and, in either of the foregoing cases, such
lien shall not have been released within fourteen (14) days.

            (m) Any event shall occur which (i) materially and adversely impairs
the ability of the Originators to originate Receivables of a credit quality that
is at least equal to the credit quality of the Receivables sold or contributed
to Transferor on the date of this Agreement and (ii) has, or would be reasonably
expected to have, a Material Adverse Effect.

            (n) On any Settlement Date, after giving effect to the application
of Collections in accordance with this Agreement, the Adjusted Pool Balance is
less than the Aggregate Invested Amount.

            (o) (i) The Credit Agreement or any Security Document (as defined
therein) shall be amended, restated or otherwise supplemented or modified in any
manner that (A) requires Transferor to assume, guarantee or otherwise become
absolutely or contingently liable for, all or any portion of the Obligations (as
defined therein), or to pledge collateral therefor, (B) provides that the
facility contemplated by this Agreement is not permitted under the terms of the
Credit Agreement and Security Documents, or (C) encumbers any of the Receivables
or Related Security, or (ii) Transferor shall assume, guarantee or otherwise
become absolutely or contingently liable for, all or any portion of the
Obligations (as defined in the Credit Agreement), or shall pledge collateral
therefor.

      Section 9.2 Remedies. Upon the occurrence and during the continuation of
an Amortization Event, the Administrative Agent may, and upon the direction of
any of the Co-Agents, shall, take any of the following actions: (i) replace the
Person then acting as Servicer, (ii) declare the Amortization Date to have
occurred, whereupon the Amortization Date shall forthwith occur, without demand,
protest or further notice of any kind, all of which are hereby expressly waived
by each Transferor Party; PROVIDED, HOWEVER, that upon the occurrence of an
Amortization Event described in Section 9.1(d)(ii), or of an actual or deemed
entry of an order for relief with respect to any Transferor Party under the
Federal Bankruptcy Code, the Amortization Date shall automatically occur,
without demand, protest or any notice of any kind, all of which are hereby
expressly waived by each Transferor Party, (iii) to the fullest extent permitted
by applicable law, declare that the Default Fee shall accrue with respect to any
of the Aggregate Unpaids outstanding at such time, (iv) deliver the Collection
Notices to the Collection

                                       31
<PAGE>

Banks, and (v) notify Obligors of the Transferees' interest in the Receivables.
The aforementioned rights and remedies shall be without limitation, and shall be
in addition to all other rights and remedies of the Agents and the Transferees
otherwise available under any other provision of this Agreement, by operation of
law, at equity or otherwise, all of which are hereby expressly preserved,
including, without limitation, all rights and remedies provided under the UCC
(including the right to foreclose upon and sell the Receivables and the Related
Security, or any part thereof), all of which rights shall be cumulative.

                                   ARTICLE X.
                                 INDEMNIFICATION

      Section 10.1 Indemnities by the Transferor Parties. Without limiting any
other rights that any Agent or any Transferee may have hereunder or under
applicable law, (A) Transferor hereby agrees to indemnify (and pay upon demand
to) each of the Agents, the Transferees and their respective assigns, members,
direct or indirect owners, officers, directors, agents and employees (each, an
"INDEMNIFIED PARTY"), from and against any and all damages, losses, claims,
taxes, liabilities, costs, expenses and for all other amounts payable, including
reasonable attorneys' fees and disbursements (all of the foregoing being
collectively referred to as "INDEMNIFIED AMOUNTS") awarded against or incurred
by any of them relating to the Transaction Documents or the transactions
contemplated thereby, and (B) the Servicer hereby agrees to indemnify (and pay
upon demand to) each Indemnified Party, for Indemnified Amounts awarded against
or incurred by any of them arising out of the Servicer's activities as Servicer
hereunder or its written agreement (in its individual capacity) to any
amendment, waiver, supplement or restatement of or to the Credit Agreement or
associated Security Documents of the types described in Section 9.1(o)(i),
EXCLUDING, HOWEVER, in all of the foregoing instances under the preceding
clauses (A) and (B):

            (a) Indemnified Amounts to the extent a final judgment of a court of
competent jurisdiction holds that such Indemnified Amounts resulted from gross
negligence or willful misconduct on the part of the Indemnified Party or any
other member of its Group;

            (b) Indemnified Amounts to the extent the same includes losses in
respect of Receivables that are uncollectible on account of the insolvency,
bankruptcy or lack of creditworthiness of the related Obligor; and

            (c) any withholding taxes which shall by governed by Section 10.2 or
any Excluded Taxes;

PROVIDED, HOWEVER, that nothing contained in this sentence shall limit the
liability of any Transferor Party or limit the recourse of the Agents and the
Transferees to any Transferor Party for amounts otherwise specifically provided
to be paid by such Transferor Party under the terms of this Agreement. Without
limiting the generality of the foregoing indemnification, Transferor (and to the
extent any of the following arise from actions or inactions of the Servicer, the
Servicer) shall indemnify the Indemnified Parties for Indemnified Amounts (other
than Excluded Taxes) (including, without limitation, losses in respect of
uncollectible receivables, regardless of

                                       32
<PAGE>

whether reimbursement therefor would constitute recourse to Transferor or the
Servicer) relating to or resulting from:

            (i) any representation or warranty made by any Transferor Party or
any Originator (or any officers of any such Person) under or in connection with
this Agreement, any other Transaction Document or any other information or
report delivered by any such Person pursuant hereto or thereto, which shall have
been false or incorrect when made or deemed made;

            (ii) the failure by any Transferor Party or any Originator to comply
with any applicable law, rule or regulation with respect to any Receivable or
Contract related thereto, or the nonconformity of any Receivable or Contract
included therein with any such applicable law, rule or regulation or any failure
of any Originator to keep or perform any of its obligations, express or implied,
with respect to any Contract;

            (iii) any failure of any Transferor Party or any Originator to
perform its duties, covenants or other obligations in accordance with the
provisions of this Agreement or any other Transaction Document;

            (iv) any products liability, personal injury or damage suit, or
other similar claim arising out of or in connection with merchandise, insurance
or services that are the subject of any Contract or any Receivable;

            (v) any 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 or the
related Contract not being a 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 the merchandise or service related to such Receivable
or the furnishing or failure to furnish such merchandise or services; PROVIDED
THAT this clause (v) shall not be construed to require indemnity for the
uncollectibility of any Receivable for credit-related reasons relating to any
Obligor;

            (vi) [reserved];

            (vii) any investigation, litigation or proceeding related to or
arising from this Agreement or any other Transaction Document, the transactions
contemplated hereby, the use of the proceeds of an Incremental Transfer or a
Reinvestment, the ownership of the Receivable Interests or any other
investigation, litigation or proceeding relating to any Transferor Party or any
Originator in which any Indemnified Party becomes involved as a result of any of
the transactions contemplated hereby;

            (viii) any inability to litigate any claim against any Obligor in
respect of any Receivable as a result of such Obligor being immune from civil
and commercial law and suit on the grounds of sovereignty or otherwise from any
legal action, suit or proceeding;

            (ix) any Amortization Event described in Section 9.1(d) or (o);

                                       33
<PAGE>

            (x) any failure of Transferor to acquire and maintain legal and
equitable title to, and ownership of any Receivable and the Related Security and
Collections with respect thereto from any Originator, free and clear of any
Adverse Claim (other than as created hereunder); or any failure of Transferor to
give reasonably equivalent value to the applicable Originator under the
Receivables Purchase Agreement in consideration of the transfer by such
Originator of any Receivable, or any attempt by any Person to void such transfer
under statutory provisions or common law or equitable action;

            (xi) any failure to vest and maintain vested in the Administrative
Agent for the benefit of the Transferees, or to transfer to the Administrative
Agent for the benefit of the Transferees, legal and equitable title to, and
ownership of, a first priority perfected undivided percentage ownership interest
(to the extent of the Receivable Interests contemplated hereunder) or security
interest in the Receivables, the Related Security and the Collections, free and
clear of any Adverse Claim (except as created by the Transaction Documents);

            (xii) the failure to have filed, or any delay in filing, financing
statements or other similar instruments or documents under the UCC of any
applicable jurisdiction or other applicable laws with respect to any Receivable,
the Related Security and Collections with respect thereto, and the proceeds of
any thereof, whether at the time of any Incremental Transfer or Reinvestment or
at any subsequent time;

            (xiii) except as otherwise permitted under the Transaction
Documents, any action or omission by any Transferor Party in contravention of
the Transaction Documents which reduces or impairs the rights of the Agents or
the Transferees with respect to any Receivable or the value of any such
Receivable;

            (xiv) any attempt by any Person to void any Incremental Transfer or
Reinvestment hereunder under statutory provisions or common law or equitable
action; and

            (xv) the failure of any Receivable included in the calculation of
the Net Pool Balance as an Eligible Receivable to be an Eligible Receivable at
the time so included.

                                       34
<PAGE>

      Section 10.2 Withholding Taxes.

            (a) Any and all payments made hereunder to any Indemnified Party
shall be made free and clear of and without deduction for any and all current or
future taxes, levies, imposts, deductions, charges or withholdings, and all
liabilities with respect thereto, except as required by law. If the Transferor
shall be required to deduct or withhold any taxes from or in respect of any sum
payable hereunder to any Indemnified Party: (A) the sum payable shall be
increased by the amount (an "ADDITIONAL AMOUNT") necessary so that after making
all required deductions (including deductions applicable to additional sums
payable under this Section 10.2) such Indemnified Party shall receive an amount
equal to the sum it would have received had no such deductions been made, (B)
the Transferor shall make such deductions and (C) the Transferor shall pay the
full amount deducted to the relevant Governmental Authority in accordance with
applicable law.

            (b) The Transferor shall indemnify each Indemnified Party against
any taxes described in Section 10.2(a) paid by such Indemnified Party as a
result of the failure of the Transferor to withhold and pay such taxes to the
relevant Governmental Authority when due.

            (c) As soon as practicable after the date of any payment of taxes by
the Transferor to a Governmental Authority hereunder, the Transferor will (to
the extent available) deliver to the relevant Indemnified Party the original or
a certified copy of a receipt issued by such Governmental Authority evidencing
payment thereof.

            (d) Without prejudice to the survival of any other agreement
contained herein, the agreements and obligations contained in this Section 10.2
shall survive the termination of this Agreement.

            (e) Notwithstanding any other provision of this Section 10.2, the
Transferor shall not be required to indemnify or pay any additional amounts to
any Indemnified Party pursuant to Section 10.2 with respect to taxes (i) if the
obligation to withhold with respect to such taxes results from, or would not
have occurred but for, the failure of such Indemnified Party to deliver the
forms described in this clause (i) (it being understood that the Indemnified
Party shall not have failed to comply with the provisions of this clause (i) if
it is legally unable to deliver the forms described therein): for any period (A)
in the case of an Indemnified Party that is a Non-U.S. Transferee, a complete
and properly executed Internal Revenue Service Form W-8BEN or W-8ECI, as
appropriate, or any successor form prescribed by the Internal Revenue Service,
certifying that such Non-U.S. Transferee is entitled to benefits under an income
tax treaty to which the United States is a party which reduces the rate of
withholding tax on payments due under this Agreement and/or any of the other
Transaction Documents or certifying that the income receivable pursuant to this
Agreement and/or any of the other Transaction Documents is effectively connected
with the conduct of a trade or business in the United States, (B) in the case of
an Indemnified Party that is not a Non-U.S. Transferee, a complete and properly
executed Internal Revenue Service Form W-9 or any successor form prescribed by
the Internal Revenue Service, (C) any other complete and properly executed form
or certificate required by any taxing authority, reasonably requested by the
Transferor (including any certificate required by Sections 871(h) and 881(c) of
the Tax Code), certifying that such Indemnified Party is entitled to a

                                       35
<PAGE>

complete or partial exemption from tax on payments pursuant to this Agreement
and/or any of the other Transaction Documents and (D) in the case of foreign
Person that is an "intermediary" within the meaning of Treasury regulation
section 1.1441-1(c)(15), a complete and properly executed Internal Revenue
Service Form W-8IMY and any related documents required in conjunction with such
W-8IMY, (ii) unless such taxes are due to a change in an income tax treaty to
which the United States is a party (other than, in the case of a tax treaty
which does not have a "limitation of benefits" provision, the addition of a
limitation of benefits provision to such treaty) or the Tax Code occurring
subsequent to the date of this Agreement, (iii) if the Indemnified Party
acquired its interest from a prior Indemnified Party and such taxes are in
effect and would apply to a payment to such subsequent Indemnified Party as of
the date such subsequent Indemnified Party became a party to this Agreement,
except to the extent the prior Indemnified Party would have been entitled to
indemnification or additional amounts with respect to such taxes, (iv) if such
taxes would not have been imposed if the only connection between the Indemnified
Party and the jurisdiction imposing such taxes was the activities of such
Indemnified Party pursuant to or in respect of this Agreement (including
entering into, lending money or extending credit pursuant to, receiving payments
under, or enforcing this Agreement) or (v) if such taxes would not have been
imposed but for the sale of a participating interest to a Participant pursuant
to Section 12.2. Should a Indemnified Party, which is otherwise exempt from or
subject to a reduced rate of withholding tax, become subject to taxes because of
its failure to deliver a form required hereunder, the Transferor shall take such
steps as the Indemnified Party shall reasonably request to assist such
Indemnified Party in recovering such taxes. Upon becoming aware of a change in
law (or interpretation) each Party hereto will use its best effort to provide
the other party with notice of such change.

            (f) Any Indemnified Party claiming any indemnity payment or
additional amounts payable pursuant to this Section 10.2 shall use reasonable
efforts (consistent with legal and regulatory restrictions) to file any
certificate or document reasonably requested in writing by the Transferor or to
change the jurisdiction of its applicable lending office or administrative
office if the making of such a filing or change would avoid the need for or
reduce the amount of any such indemnity payment or additional amounts that may
thereafter accrue and would not, in the good faith determination of such
Indemnified Party, be otherwise inconsistent with the internal policy or
disadvantageous to such Indemnified Party.

            (g) Nothing contained in this Section 10.2 shall require an
Indemnified Party to make available any of its tax returns (or any other
information that it deems to be confidential or proprietary).

            (h) If any Indemnified Party receiving an indemnification payment
hereunder with respect to taxes or liabilities arising therefrom shall
subsequently receive a refund from any taxing authority which is specifically
attributable to such indemnification payment, such Person shall promptly pay
such refund (net of any cost or expenses relating to such refund) to the
Transferor.

                                       36
<PAGE>

      Section 10.3 Increased Cost and Reduced Return.

            (a) If after the date hereof (or, in the case of a Person that
becomes a Funding Source after the date hereof, after the date such Person
becomes a Funding Source), any Funding Source shall be charged any fee, expense
or increased cost, or such Funding Source's return shall be reduced, on account
of the adoption of any applicable law, rule or regulation (including any
applicable law, rule or regulation regarding capital adequacy) or any change
therein, or any change in the interpretation or administration thereof by any
governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance with any request or
directive (whether or not having the force of law) of any such authority,
central bank or comparable agency (a "REGULATORY CHANGE"): (i) that subjects any
Funding Source to any charge or withholding on or with respect to any Funding
Agreement or a Funding Source's obligations under a Funding Agreement, or on or
with respect to the Receivables, or changes the basis of taxation of payments to
any Funding Source of any amounts payable under any Funding Agreement (except
for changes in the rate of tax on the overall net income of a Funding Source or
taxes excluded by Section 10.2) or (ii) that imposes, modifies or deems
applicable any reserve, assessment, insurance charge, special deposit or similar
requirement against assets of, deposits with or for the account of a Funding
Source, or credit extended by a Funding Source, pursuant to a Funding Agreement
or (iii) that imposes or results in any other condition (other than with respect
to taxes) the result of which is to increase the cost to a Funding Source of
performing its obligations under a Funding Agreement, or to reduce the rate of
return on a Funding Source's capital as a consequence of its obligations under a
Funding Agreement, or to reduce the amount of any sum received or receivable by
a Funding Source under a Funding Agreement or to require any payment calculated
by reference to the amount of interests or loans held or interest received by
it, then, such Funding Source shall notify the Agents and the Transferor within
90 days after any Regulatory Change giving rise to any such fee, expense,
increased cost or reduced return and, upon written demand by the applicable
Co-Agent setting forth in reasonable detail the basis for and computation of the
amount of such claim, Transferor shall pay to such Co-Agent, for the benefit of
the relevant Funding Source, such amounts charged to such Funding Source or such
amounts to otherwise compensate such Funding Source for such increased cost or
such reduction. Failure of any Funding Source to give notice within the 90-day
period following a Regulatory Change shall limit the applicable Funding Source's
right to reimbursement to any such fees, expenses, increased costs or reduced
returns that accrue or are incurred from and after the date on which such notice
is actually given.

            (b) In the event that a Funding Source becomes entitled to receive
payment pursuant to this Section 10.3, the applicable Agent shall request such
Funding Source to take such actions (including, without limitation, providing
the Transferor and the Administrative Agent with any forms, certificates or
other documents) as may be reasonably necessary to reduce or eliminate the
imposition of such increased cost unless such actions would impose on the
Funding Source costs, additional costs or legal burdens deemed by the Funding
Source to be material.

      Section 10.4 Other Costs and Expenses. Transferor shall pay to the Agents
and Conduits on demand all costs and out-of-pocket expenses (including any
stamp, documentary or similar taxes but not including any Excluded Taxes or any
other taxes covered by Section 10.1 or

                                       37
<PAGE>

Section 10.2) in connection with the preparation, execution, delivery and
administration of this Agreement, the transactions contemplated hereby and the
other documents to be delivered hereunder, including without limitation, rating
agency fees, the cost of Conduit's or Agent's auditors auditing the books,
records and procedures of Transferor, reasonable fees and out-of-pocket expenses
of legal counsel for Conduits and the Agents with respect thereto and with
respect to advising Conduits and the Agents as to their respective rights and
remedies under this Agreement. Transferor shall pay to the Agents on demand any
and all costs and expenses of the Agents and the Transferees, if any, including
reasonable counsel fees and expenses in connection with the enforcement of this
Agreement and the other documents delivered hereunder and in connection with any
restructuring or workout of this Agreement or such documents, or the
administration of this Agreement following an Amortization Event. Scotia and
Calyon agree that Latham & Watkins LLP shall be their sole outside legal counsel
in connection with the transactions contemplated hereby. Transferor shall have
no obligation to pay any of the aforementioned fees and expenses to any law firm
other than Latham & Watkins LLP.

                                  ARTICLE XI.
                                   THE AGENTS

      Section 11.1 Appointment.

            (a) Each Transferee and Co-Agent hereby irrevocably designates and
appoints The Bank of Nova Scotia as Administrative Agent hereunder, and
authorizes the Administrative Agent to take such action on its behalf under the
provisions of the Transaction Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms
of the Transaction Documents, together with such other powers as are reasonably
incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Transferee or Co-Agent, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities on the part of
the Administrative Agent shall be read into this Agreement or otherwise exist
against the Administrative Agent.

            (b) Each of Atlantic and the Atlantic Liquidity Banks hereby
irrevocably designates and appoints Calyon New York Branch as its Co-Agent
hereunder, and authorizes such Co-Agent to take such action on its behalf under
the provisions of this Agreement, the Co-Agents' Fee Letter and the Atlantic
Liquidity Agreement and to exercise such powers and perform such duties as are
expressly delegated to such Co-Agent by the terms of this Agreement, if any,
together with such other powers as are reasonably incidental thereto. Each of
Liberty Street and the Liberty Street Liquidity Banks hereby irrevocably
designates and appoints Scotiabank as its Co-Agent hereunder, and authorizes
such Co-Agent to take such action on its behalf under the provisions of this
Agreement, the Co-Agents' Fee Letter and the Liberty Street Liquidity Agreement
and to exercise such powers and perform such duties as are expressly delegated
to such Co-Agent by the terms of this Agreement, if any, together with such
other powers as are reasonably incidental thereto. Notwithstanding any provision
to the contrary elsewhere in this Agreement, the Fee Letters or the Liquidity
Agreements, no Co-Agent shall have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary

                                       38
<PAGE>

relationship with any Transferee, Liquidity Bank or other Agent, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities on
the part of such Co-Agent shall be read into this Agreement, the Fee Letters or
the Liquidity Agreements or otherwise exist against such Co-Agent.

            (c) The provisions of this Article XI are solely for the benefit of
the Agents and the Transferees, and neither of the Transferor Parties shall have
any rights as a third-party beneficiary or otherwise under any of the provisions
of this Article XI, except that this Article XI shall not affect any obligations
which any Agent or any Transferee may have to either of the Transferor Parties
under the other provisions of this Agreement. Furthermore, no Transferee or
Liquidity Bank shall have any rights as a third-party beneficiary or otherwise
under any of the provisions hereof in respect of a Co-Agent which is not the
Co-Agent for such Person.

            (d) In performing its functions and duties hereunder, the
Administrative Agent shall act solely as the agent of the Transferees and the
Co-Agents and does not assume nor shall be deemed to have assumed any obligation
or relationship of trust or agency with or for either of the Transferor Parties
or any of their respective successors and assigns. In performing its functions
and duties hereunder, each Co-Agent shall act solely as the agent of its
respective Conduit and its respective Liquidity Bank(s), and does not assume nor
shall be deemed to have assumed any obligation or relationship of trust or
agency with or for either of the Transferor Parties, any other Transferee,
Liquidity Bank or Agent, or any of their respective successors and assigns.

      Section 11.2 Delegation of Duties. Each Agent may execute any of its
duties under the applicable Transaction Documents by or through agents or
attorneys-in-fact and shall be entitled to advice of counsel concerning all
matters pertaining to such duties. No Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

      Section 11.3 Exculpatory Provisions. No Agent nor any of its directors,
officers, agents or employees shall be (i) liable for any action lawfully taken
or omitted to be taken by it or them or any Person described in Section 11.2
under or in connection with the Transaction Documents (except for its, their or
such Person's own bad faith, gross negligence or willful misconduct), or (ii)
responsible in any manner to any of the Transferees or other agents for any
recitals, statements, representations or warranties made by the Transferor
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received under or in connection
with, this Agreement or for the value, validity, effectiveness, genuineness,
enforceability or sufficiency of this Agreement or any other document furnished
in connection herewith, or for any failure of either of the Transferor Parties
to perform its respective obligations hereunder, or for the satisfaction of any
condition specified in Article V, except receipt of items required to be
delivered to such Agent. No Agent shall be under any obligation to any
Transferee, Liquidity Bank or other Agent to ascertain or to inquire as to the
observance or performance of any of the agreements or covenants contained in, or
conditions of, this Agreement, or to inspect the properties, books or records of
the Transferor Parties. This Section 11.3 is intended solely to govern the
relationship between each Agent, on the one hand, and the Transferees and their
respective Liquidity Banks, on the other.

                                       39
<PAGE>

      Section 11.4 Reliance by Agents.

            (a) Each Agent shall in all cases be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice, consent,
certificate, affidavit, letter, cablegram, telegram, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be
genuine and correct and to have been signed, sent or made by the proper Person
or Persons and upon advice and statements of legal counsel (including, without
limitation, counsel to the Transferor Parties), independent accountants and
other experts selected by such Agent. Each Agent shall in all cases be fully
justified in failing or refusing to take any action under this Agreement or any
other document furnished in connection herewith unless it shall first receive
such advice or concurrence of (i) in the case of the Administrative Agent, each
of the Co-Agents (except where another provision of this Agreement specifically
authorizes the Administrative Agent to take action based on the instructions of
any of the Co-Agents) or (ii) in the case of a Co-Agent, such of its Transferees
and Liquidity Banks, as it shall determine to be appropriate under the relevant
circumstances, or it shall first be indemnified to its satisfaction by its
Constituent Liquidity Banks against any and all liability, cost and expense
which may be incurred by it by reason of taking or continuing to take any such
action.

            (b) Any action taken by the Administrative Agent in accordance with
Section 11.4(a) shall be binding upon all Transferees and Agents.

            (c) Each Co-Agent shall determine with its Conduit and, as
applicable, its Liquidity Banks, the number of such Persons which shall be
required to request or direct such Co-Agent to take action, or refrain from
taking action, under this Agreement on behalf of such Persons and whether any
consent of the rating agencies who rate such Conduit's Commercial Paper is
required (such Persons and, if applicable, rating agencies, a "VOTING BLOCK").
Such Co-Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement in accordance with a request of its
appropriate Voting Block, and such request and any action taken or failure to
act pursuant thereto shall be binding upon all of such Co-Agent's Constituents.

            (d) Unless otherwise advised in writing by a Co-Agent or by any
Transferee or Liquidity Bank on whose behalf such Co-Agent is purportedly
acting, each party to this Agreement may assume that (i) such Co-Agent is acting
for the benefit of each of its Constituent Transferees and, as applicable,
Liquidity Banks, as well as for the benefit of each permitted assignee from any
such Person, and (ii) each action taken by such Co-Agent has been duly
authorized and approved by all necessary action on the part of its Voting Block.
Each Conduit (or its Liquidity Banks) shall have the right to designate a new
Co-Agent (which may be itself) to act on its behalf and on behalf of its
assignees and transferees for purposes of this Agreement by giving to the Agents
and the Transferor Parties written notice thereof signed by such Transferee(s)
and the newly designated Co-Agent. Such notice shall be effective when receipt
thereof is acknowledged by the retiring Co-Agent and the Transferor Parties,
which acknowledgments shall not be withheld or unreasonably delayed, and
thereafter the party named as such therein shall be Co-Agent for such
Transferees under this Agreement. Each Co-Agent and its Transferees and
Liquidity Banks shall agree amongst themselves as to the circumstances and
procedures for removal and resignation of such Co-Agent.

                                       40
<PAGE>

      Section 11.5 Notice of Amortization Events. No Agent shall be deemed to
have knowledge or notice of the occurrence of any Amortization Event or
Potential Amortization Event unless such Agent has received notice from another
Agent, a Transferee, a Liquidity Bank or a Transferor Party referring to this
Agreement, stating that an Amortization Event or Potential Amortization Event
has occurred hereunder and describing such Amortization Event or Potential
Amortization Event. In the event that any of the Agents receives such a notice,
it shall promptly give notice thereof to the other Agents for distribution, in
the case of a Co-Agent, to the members of its Group. The Administrative Agent
shall take such action with respect to such Amortization Event or Potential
Amortization Event as shall be directed by any of the Co-Agents.

      Section 11.6 Non-Reliance on Agents and Other Transferees. Each of the
Transferees expressly acknowledges that no Agent, nor any of such Agent's
officers, directors, employees, agents, attorneys-in-fact or affiliates has made
any representations or warranties to it and that no act by any Agent hereafter
taken, including, without limitation, any review of the affairs of the
Transferor Parties, shall be deemed to constitute any representation or warranty
by such Agent. Each of the Transferees also represents and warrants to the
Agents and the other Transferees that it has, independently and without reliance
upon any such Person (or any of their Affiliates) and based on such documents
and information as it has deemed appropriate, made its own appraisal of and
investigation into the business, operations, property, prospects, financial and
other conditions and creditworthiness of the Transferor Parties and made its own
decision to enter into this Agreement. Each of the Transferees also represents
that it will, independently and without reliance upon any Agent or any other
Liquidity Bank or Transferee, and based on such documents and information as it
shall deem appropriate at the time, continue to make its own credit analysis,
appraisals and decisions in taking or not taking action under this Agreement,
and to make such investigation as it deems necessary to inform itself as to the
business, operations, property, prospects, financial and other condition and
creditworthiness of the Transferor Parties. None of the Agents or the
Transferees, nor any of their respective Affiliates, shall have any duty or
responsibility to provide any party to this Agreement with any credit or other
information concerning the business, operations, property, prospects, financial
and other condition or creditworthiness of the Transferor Parties which may come
into the possession of such Person or any of its respective officers, directors,
employees, agents, attorneys-in-fact or affiliates, except that each of the
Co-Agents shall promptly distribute to its related Conduit (and, as applicable,
its Liquidity Banks), copies of financial and other information expressly
provided to such Co-Agent by either of the Transferor Parties pursuant to this
Agreement for distribution to the Agents and/or Transferees.

      Section 11.7 Indemnification of Agents.

            (a) Each Liquidity Bank agrees to indemnify the Administrative Agent
and its officers, directors, employees, representatives and agents (to the
extent not reimbursed by the Transferor Parties and without limiting the
obligation of the Transferor Parties to do so), ratably in accordance with their
respective Percentages or Invested Amount, from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever (including,
without limitation, the reasonable fees and disbursements of counsel for the
Administrative Agent or such Person in connection

                                       41
<PAGE>

with any investigative, administrative or judicial proceeding commenced or
threatened, whether or not the Administrative Agent in its capacity as
Administrative Agent or such Person shall be designated a party thereto) that
may at any time be imposed on, incurred by or asserted against the
Administrative Agent or such Person as a result of, or arising out of, or in any
way related to or by reason of, any of the transactions contemplated hereunder
or the execution, delivery or performance of this Agreement or any other
document furnished in connection herewith (but excluding any such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements to the extent resulting from the bad faith, gross
negligence or willful misconduct of the Administrative Agent or such Person).

            (b) Each Liquidity Bank agrees to indemnify its Co-Agent and such
Co-Agent's officers, directors, employees, representatives and agents (to the
extent not reimbursed by the Transferor and without limiting the obligation of
the Transferor to do so), ratably in accordance with their respective
Percentages or Invested Amount, from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever (including, without
limitation, the fees and disbursements of counsel for such Co-Agent or such
Person in connection with any investigative, administrative or judicial
proceeding commenced or threatened, whether or not such Co-Agent in its capacity
as Co-Agent or such Person shall be designated a party thereto) that may at any
time be imposed on, incurred by or asserted against such Co-Agent or such Person
as a result of, or arising out of, or in any way related to or by reason of, any
of the transactions contemplated hereunder or the execution, delivery or
performance of this Agreement or any other document furnished in connection
herewith (but excluding any such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements to the
extent resulting from the bad faith, gross negligence or willful misconduct of
such Co-Agent or such Person).

      Section 11.8 Agents in their Individual Capacities. Each of the Agents in
its individual capacity and its Affiliates may make loans to, accept deposits
from and generally engage in any kind of business with the Transferor Parties
and any Obligor and their respective Affiliates as though such Agent were not an
Agent hereunder. With respect to its Invested Amount, if any, pursuant to this
Agreement, each Agent shall have the same rights and powers under this Agreement
as any Transferee and may exercise the same as though it were not an Agent, and
the terms "Transferee" and "Transferees" shall include each of the Agents in
their individual capacities.

      Section 11.9 Successor Administrative Agent. The Administrative Agent,
upon fifteen (15) days' notice to the Transferor Parties, the Transferees and
the Co-Agents, may voluntarily resign and may be removed at any time, with or
without cause, and replaced by the Liberty Street Agent, whereupon the Liberty
Street Agent, subject to the approval by the Transferor, shall become the
successor Administrative Agent; PROVIDED, HOWEVER, that Scotiabank shall not
voluntarily resign as the Administrative Agent so long as any of the Liberty
Street Liquidity Banks' respective Commitments remain in effect or Liberty
Street has any outstanding Receivable Interests hereunder. Upon resignation or
replacement of any Administrative Agent in accordance with this Section 11.9,
the retiring Administrative Agent shall authorize the filing of such UCC-3
assignments and amendments, and execute and deliver such assignments and

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<PAGE>

amendments of the Transaction Documents, as may be necessary to give effect to
its replacement by a successor Administrative Agent. After any retiring
Administrative Agent's resignation hereunder as Administrative Agent, the
provisions of this Article XI and Article XIII shall inure to its benefit as to
any actions taken or omitted to be taken by it while it was Administrative Agent
under this Agreement.

      Section 11.10 Agents' Conflict Waivers.

            (a) Calyon acts, or may in the future act, (i) as administrator of
Atlantic, (ii) as issuing and paying agent for Atlantic's Commercial Paper
Notes, (iii) to provide credit or liquidity enhancement for the timely payment
for Atlantic's Commercial Paper notes and (iv) to provide other services from
time to time for Atlantic (collectively, the "CALYON ROLES"). Without limiting
the generality of Sections 11.1 and 11.8, each Agent, Transferee and Liquidity
Bank hereby acknowledges and consents to any and all Calyon Roles and agrees
that in connection with any Calyon Role, Calyon may take, or refrain from
taking, any action which it, in its discretion, deems appropriate, including,
without limitation, in its role as administrative agent for Atlantic, the giving
of notice to Atlantic's Liquidity Banks of a mandatory transfer pursuant to
Atlantic's Liquidity Agreement, and hereby acknowledges that neither Calyon nor
any of its Affiliates has any fiduciary duties hereunder to any Transferee
(other than Atlantic) or to any of Atlantic's Liquidity Banks arising out of any
Calyon Roles.

            (b) Scotiabank and/or one of its affiliates acts, or may in the
future act, (i) as administrative agent for Liberty Street, (ii) as issuing and
paying agent for Liberty Street's Commercial Paper, (iii) to provide credit or
liquidity enhancement for the timely payment for Liberty Street's Commercial
Paper and (iv) to provide other services from time to time for Liberty Street
(collectively, the "SCOTIA ROLES"). Without limiting the generality of Sections
11.1 and 11.8, each of the Agents and the Transferees hereby acknowledges and
consents to any and all Scotia Roles and agrees that in connection with any
Scotia Role, Scotiabank and/or its affiliates may take, or refrain from taking,
any action which it, in its discretion, deems appropriate, including, without
limitation, in its role as administrative agent for Liberty Street, the giving
of notice to Liberty Street's Liquidity Banks of a mandatory transfer pursuant
to Liberty Street's Liquidity Agreement, and hereby acknowledges that neither
Scotiabank nor any of its Affiliates has any fiduciary duties hereunder to any
Transferee or to any of Liberty Street's Liquidity Banks arising out of any
Scotia Roles.

      Section 11.11 UCC Filings. Each of the Secured Parties hereby expressly
recognizes and agrees that the Administrative Agent may be listed as the
assignee or secured party of record on the various UCC filings required to be
made under the Transaction Documents in order to perfect their respective
interests in the Collateral, that such listing shall be for administrative
convenience only in creating a record or nominee holder to take certain actions
hereunder on behalf of the Secured Parties and that such listing will not affect
in any way the status of the Secured Parties as the true parties in interest
with respect to the Receivable, Collections, and Related Security. In addition,
such listing shall impose no duties on the Administrative Agent other than those
expressly and specifically undertaken in accordance with this Article XI.

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<PAGE>

                                  ARTICLE XII.
                           ASSIGNMENTS; PARTICIPATIONS

      Section 12.1 Assignments.

            (a) Subject to the provisions of Section 12.3, each of the parties
hereto hereby agrees and consents to the complete or partial assignment by a
Conduit of all or any portion of its rights under, interest in, title to and
obligations under this Agreement to such Conduit's Liquidity Banks pursuant to
its Liquidity Agreement and, with the prior written consent of the Transferor
which consent shall not be unreasonably withheld or delayed and shall not be
required if an Amortization Event has occurred and is continuing, to any other
Person that (i) is organized under the laws of the United States of America, one
of the states thereof or the District of Columbia and prior to the effectiveness
of the applicable Assignment Agreement deliver to Transferor two (2) duly
executed and completed Internal Revenue Service Form W-9 certifying that such
Person is a "United States person" within the meaning of Section 7701(a)(30) of
the Tax Code, or (ii) prior to the effectiveness of the applicable Assignment
Agreement delivers to Transferor two (2) duly originals of a completed and
executed Internal Revenue Service Form W-8BEN or W-8ECI, as appropriate, or any
successor form prescribed by the Internal Revenue Service, certifying that such
Person is entitled to benefits under an income tax treaty to which the United
States is a party which reduces to zero the rate of withholding tax on payments
due under this Agreement and/or any of the other Transaction Documents or
certifying that the income receivable pursuant to this Agreement and/or any of
the other Transaction Documents is effectively connected with the conduct of a
trade or business in the United States, and upon such assignment, such Conduit
shall be released from its obligations so assigned. Further, each of the parties
hereto hereby agrees that any assignee of a Conduit of this Agreement or all or
any of the Receivable Interests of such Conduit shall have all of the rights and
benefits under this Agreement as if the term "CONDUIT" explicitly referred to
such party, and no such assignment shall in any way impair the rights and
benefits of such Conduit hereunder. Neither Transferor nor the Servicer shall
have the right to assign its rights or obligations under this Agreement;
PROVIDED, HOWEVER, that (A) if the Servicer is a Subsidiary directly or
indirectly wholly owned by the Parent, the Servicer may merge with another
Subsidiary (other than the Transferor) directly or indirectly wholly owned by
the Parent, so long as (1) the surviving entity of such merger expressly assumes
the obligations of Servicer hereunder and (2) the Performance Guarantor confirms
that the guaranty under the Performance Undertaking covers the obligations of
such surviving entity as Servicer or (B) if the Servicer provides 30 days'
written notice to each of the Agents and each of the Agents consents to such
assignment, the Servicer may assign its rights and obligations under this
Agreement, so long as (1) the successor entity expressly assumes the obligations
of Servicer hereunder, and (2) the Performance Guarantor confirms that the
guaranty under the Performance Undertaking covers the obligations of such
successor entity as Servicer.

            (b) Subject to the provisions of Section 12.3 and to the prior
written consent of the applicable Conduit, any Liquidity Bank may at any time
and from time to time assign to one or more Persons ("PURCHASING LIQUIDITY
BANKS") all or any portion of its rights under, interest in, title to and
obligations under this Agreement pursuant to an assignment agreement,
substantially in the form set forth in Exhibit VI hereto (the "ASSIGNMENT
AGREEMENT"), and a simultaneous ratable assignment pursuant to the applicable
Liquidity Agreement executed by

                                       44
<PAGE>

such Purchasing Liquidity Bank and such selling Liquidity Bank, with a copy
thereof delivered to Transferor. Unless an Amortization Event has occurred and
is continuing, the prior written consent of the Transferor, which consent shall
not be unreasonably withheld or delayed, shall also be required prior to the
effective ness of any such Assignment. Each assignee of a Liquidity Bank must
(i) be a Qualifying Liquidity Bank, (ii) agree to deliver to the applicable
Co-Agent, promptly following any request therefor by such Co-Agent or its
Conduit, an enforceability opinion in form and substance satisfactory to such
Co-Agent and Conduit, (iii) shall be bound by the terms of the Transaction
Documents, and (iv) either (A) be organized under the laws of the United States
of America, one of the states thereof or the District of Columbia and, prior to
the effectiveness of the applicable Assignment Agreement, deliver to Transferor
two (2) duly completed and executed Internal Revenue Service Form W-9 certifying
that such assignee is a "United States person" within the meaning of Section
7701(a)(30) of the Tax Code, or (B) prior to the effectiveness of the applicable
Assignment Agreement deliver to Transferor two (2) duly completed and executed
Internal Revenue Service Form W-8BEN or W-8ECI, as appropriate, or any successor
form prescribed by the Internal Revenue Service, certifying that such assignee
is entitled to benefits under an income tax treaty to which the United States is
a party which reduces to zero the rate of withholding tax on payments due under
this Agreement and/or any of the other Transaction Documents or certifying that
the income receivable pursuant to this Agreement and/or any of the other
Transaction Documents is effectively connected with the conduct of a trade or
business in the United States. Upon delivery of the executed Assignment
Agreement, and an assignment pursuant to the applicable Liquidity Agreement to
such Co-Agent, such selling Liquidity Bank shall be released from its
obligations hereunder and under the applicable Liquidity Agreement to the extent
of such assignment. Thereafter the Purchasing Liquidity Bank shall for all
purposes be a Liquidity Bank party to this Agreement and shall have all the
rights and obligations of a Liquidity Bank under this Agreement and the
applicable Liquidity Agreement to the same extent as if it were an original
party hereto and thereto, and no further consent or action by Transferor, the
Transferees or the Agents shall be required.

            (c) Any Person making an assignment of all or any portion of its
rights under, interest in, title to and obligations under this Agreement shall
provide to the Administrative Agent and the Transferor, in a written notice, the
name of the Person to whom such assignment was made and any other information
reasonably requested by the Administrative Agent or the Transferor. The
Administrative Agent shall, as agent for the Transferor, keep a register of each
such assignment permitted hereby and each assignee shall be treated as the
holder of the interest assigned to it for all purposes.

      Section 12.2 Participations. Subject to the provisions of Section 12.3,
any Liquidity Bank may, in the ordinary course of its business, and subject to
the terms of the applicable Liquidity Agreement, at any time sell to one or more
Persons that (a) are organized under the laws of the United States of America,
one of the states thereof or the District of Columbia and prior to the
effectiveness of the applicable participation deliver to such Liquidity Bank two
(2) duly completed and executed Internal Revenue Service Form W-9 certifying
that such Person is a "United States person" within the meaning of Section
7701(a)(30) of the Tax Code, or (b) prior to the effectiveness of the applicable
participation deliver to Transferor two (2) duly completed and executed Internal
Revenue Service Form W-8BEN or W-8ECI, as appropriate, or any successor form
prescribed by the Internal Revenue Service, certifying that such Person is
entitled

                                       45
<PAGE>

to benefits under an income tax treaty to which the United States is a party
which reduces to zero the rate of withholding tax on payments due under this
Agreement and/or any of the other Transaction Documents or certifying that the
income receivable pursuant to this Agreement and/or any of the other Transaction
Documents is effectively connected with the conduct of a trade or business in
the United States (each such Person, a "PARTICIPANT") participating interests in
its Ratable Share of the Commitments and Receivable Interests of the Liquidity
Banks in its Group. Notwithstanding any such sale by a Liquidity Bank of a
participating interest to a Participant, such Liquidity Bank's rights and
obligations under this Agreement shall remain unchanged, such Liquidity Bank
shall remain solely responsible for the performance of its obligations
hereunder, and each of the parties hereto shall continue to deal solely and
directly with such Liquidity Bank in connection with such Liquidity Bank's
rights and obligations under this Agreement. Each Liquidity Bank agrees that any
agreement between such Liquidity Bank and any such Participant in respect of
such participating interest shall not restrict such Liquidity Bank's right to
agree to any amendment, supplement, waiver or modification to this Agreement,
except for any amendment, supplement, waiver or modification described in
Section 13.1(b)(i).

      Section 12.3 Limitation on Assignments and Participations. Neither the
Transferees nor the Transferor shall allow any Receivable Interests or any
participating interest therein to become (i) traded on an established securities
market (as defined in U.S. Department of Treasury (the "TREASURY") regulations
section 1.7704-1(b)) or (ii) readily tradable on a secondary market or the
substantial equivalent thereof (as defined in Treasury regulations section
1.7704-1(c)), and no Transferee shall transfer, assign or participate any
Receivable Interest or any participating interest therein in any such
established securities market or any such secondary market or the substantial
equivalent thereof. In addition, neither the Receivable Interests nor any
participating interest therein may be issued or sold in a transaction or
transactions that are required to be registered under the Securities Act of 1933
(15 U.S.C. 77a et seq.). Any assignment or transfer of the Receivable Interests
or any participating interest therein in violation of the foregoing restrictions
will be void.

                                 ARTICLE XIII.
                                 MISCELLANEOUS

      Section 13.1 Waivers and Amendments.

            (a) No failure or delay on the part of any Agent or any Transferee
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. Any
waiver of this Agreement shall be effective only in the specific instance and
for the specific purpose for which given.

            (b) No provision of this Agreement may be amended, supplemented,
modified or waived except in writing signed by the Transferor and each of the
Agents.

                                       46
<PAGE>

      Section 13.2 Notices. Except as provided in this Section 13.2, all
communications and notices provided for hereunder shall be in writing (including
bank wire, telecopy or electronic facsimile transmission or similar writing) and
shall be given to the other parties hereto at their respective addresses or
telecopy numbers set forth on the signature pages hereof or at such other
address or telecopy number as such Person may hereafter specify for the purpose
of notice to each of the other parties hereto. Each such notice or other
communication shall be effective (i) if given by telecopy, upon the receipt
thereof, (ii) if given by mail, three (3) Business Days after the time such
communication is deposited in the mail with first class postage prepaid or (iii)
if given by any other means, when received at the address specified in this
Section 13.2. Transferor hereby authorizes the Administrative Agent to effect
transfers and Tranche Period and Discount Rate selections based on telephonic
notices made by any Person whom the Administrative Agent in good faith believes
to be acting on behalf of Transferor. Transferor agrees to deliver promptly to
the Administrative Agent a written confirmation of each telephonic notice signed
by an authorized officer of Transferor; PROVIDED, HOWEVER, the absence of such
confirmation shall not affect the validity of such notice. If the written
confirmation differs from the action taken by the Administrative Agent, the
records of the Administrative Agent shall govern absent manifest error.

      Section 13.3 Ratable Payments. If any Transferee, whether by setoff or
otherwise, has payment made to it with respect to any portion of the Aggregate
Unpaids owing to such Transferee (other than payments received pursuant to
Section 10.3 or 10.4) in a greater proportion than that received by any other
Transferee entitled to receive a ratable share of such Aggregate Unpaids, such
Transferee agrees, promptly upon demand, to transfer for cash without recourse
or warranty a portion of such Aggregate Unpaids held by the other Transferees so
that after such transfer each Transferee will hold its ratable proportion of
such Aggregate Unpaids; provided that if all or any portion of such excess
amount is thereafter recovered from such Transferee, such transfer shall be
rescinded and the transfer price restored to the extent of such recovery, but
without interest.

      Section 13.4 Protection of Ownership Interests of the Transferees.

            (a) Transferor agrees that from time to time, at its expense, it
will promptly execute and deliver all instruments and documents, and take all
actions, that may be necessary or desirable, or that the Administrative Agent
may reasonably request, to perfect, protect or more fully evidence the
Receivable Interests, or to enable the Administrative Agent or the Transferees
to exercise and enforce their rights and remedies hereunder. At any time after
the occurrence of an Amortization Event, the Administrative Agent may, or the
Administrative Agent may direct Transferor or the Servicer to, notify the
Obligors of Receivables, at Transferor's expense, of the ownership or security
interests of the Transferees under this Agreement and may also direct that
payments of all amounts due or that become due under any or all Receivables be
made directly to the Administrative Agent or its designee. Transferor or the
Servicer (as applicable) shall, at any Transferee's request, withhold the
identity of such Transferee in any such notification.

            (b) If any Transferor Party fails to perform any of its obligations
hereunder, the Administrative Agent or any Transferee may (but shall not be
required to) perform, or cause performance of, such obligations, and the
Administrative Agent's or such Transferee's costs and

                                       47
<PAGE>

expenses incurred in connection therewith shall be payable by Transferor as
provided in Section 10.4. Each Transferor Party irrevocably authorizes the
Administrative Agent at any time and from time to time in the sole discretion of
the Administrative Agent, and appoints the Administrative Agent as its
attorney-in-fact, to act on behalf of such Transferor Party (i) to execute on
behalf of Transferor as debtor and to file (or to file without Transferor's
signature to the extent permitted by applicable law) financing statements
necessary or desirable in the Administrative Agent's sole discretion to perfect
and to maintain the perfection and priority of the interest of the Transferees
in the Receivables and (ii) to file a carbon, photographic or other reproduction
of this Agreement or any financing statement with respect to the Receivables as
a financing statement in such offices as the Administrative Agent in its sole
discretion deems necessary or desirable to perfect and to maintain the
perfection and priority of the interests of the Transferees in the Receivables.
This appointment is coupled with an interest and is irrevocable.

      Section 13.5 Confidentiality.

            (a) Each Transferor Party, Agent and Transferee and any of their
respective affiliates shall maintain and shall cause each of its employees and
officers to maintain the confidential or proprietary information with respect to
the Agents and Conduits and their respective businesses obtained by it or them
in connection with the structuring, negotiating and execution of the
transactions contemplated herein, except that such Transferor Party, Agent or
Transferee and its officers and employees may disclose such information to its
external accountants and attorneys, its rating agencies, to the banks from time
to time party to the Credit Agreement, in connection with the enforcement
hereof, and as required by any law, rule, regulation, direction, request or
order of any judicial, administrative or regulatory authority or proceedings
(whether or not having the force or effect of law), including disclosure in its
required filings with the Securities and Exchange Commission, PROVIDED that any
person shall be permitted to disclose to any and all persons, without limitation
of any kind, the structure and tax aspects of the transaction, and all materials
of any kind (including opinions or other tax aspects) related to such structure
and tax aspects.

            (b) Anything herein to the contrary notwithstanding, each Transferor
Party hereby consents to the disclosure of any nonpublic information with
respect to it (i) to the Agents or the Transferees by each other, (ii) by the
Agents or the Transferees to any prospective or actual assignee or participant
of any of them and (iii) by each of the Co-Agents to any rating agency,
Commercial Paper dealer or provider of a surety, guaranty or credit or liquidity
enhancement to its Conduit or any entity organized for the purpose of
purchasing, or making loans secured by, financial assets for which such Co-Agent
acts as the administrative agent and to any officers, directors, members, direct
or indirect owners, employees, outside accountants and attorneys of any of the
foregoing, PROVIDED that each such Person is informed of the confidential nature
of such information and agrees to keep it confidential in accordance with the
terms hereof. In addition, the Transferees and the Agents may disclose any such
nonpublic information pursuant to any law, rule, regulation, direction, request
or order of any judicial, administrative or regulatory authority or proceedings
(whether or not having the force or effect of law) or in connection with the
enforcement hereof.

                                       48
<PAGE>

      Section 13.6 Bankruptcy Petition. Each of Transferor, the Servicer, the
Agents and the other Transferees hereby covenants and agrees that, prior to the
date that is one year and one day after the payment in full of all outstanding
indebtedness of a Conduit, it will not institute against, or join any other
Person in instituting against, such Conduit any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceeding
under the laws of the United States or any state of the United States. This
Section 13.6 shall survive termination of this Agreement.

      Section 13.7 Limitation of Liability. Except with respect to any claim
arising out of the willful misconduct or gross negligence of any Agent or any
Transferee, no claim may be made by any Transferor Party or any other Person
against any Agent or Transferee or their respective Affiliates, directors,
members, direct or indirect owners, officers, employees, attorneys or agents for
any special, indirect, consequential or punitive damages in respect of any claim
for breach of contract or any other theory of liability arising out of or
related to the transactions contemplated by this Agreement, or any act, omission
or event occurring in connection therewith; and each Transferor Party hereby
waives, releases, and agrees not to sue upon any claim for any such damages,
whether or not accrued and whether or not known or suspected to exist in its
favor.

      Section 13.8 CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, without regard to the
principles of conflicts of laws thereof OTHER THAN SECTION 5-1401 ET SEQ. OF THE
GENERAL OBLIGATIONS LAW AND EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE
RECEIVABLE INTERESTS OR ANY SECURITY INTEREST GRANTED HEREIN IS GOVERNED BY THE
LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK.

      Section 13.9 CONSENT TO JURISDICTION. EACH TRANSFEROR PARTY HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR STATE COURT SITTING IN NEW YORK, NEW YORK, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED
BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH TRANSFEROR PARTY HEREBY
IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY
BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION
IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.
NOTHING HEREIN SHALL LIMIT THE RIGHT OF ANY AGENT OR ANY TRANSFEREE TO BRING
PROCEEDINGS AGAINST ANY TRANSFEROR PARTY IN THE COURTS OF ANY OTHER
JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY TRANSFEROR PARTY AGAINST ANY AGENT
OR ANY TRANSFEREE OR ANY AFFILIATE OF ANY AGENT OR ANY TRANSFEREE INVOLVING,
DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH TRANSFEROR PARTY
PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW
YORK.

                                       49
<PAGE>

      Section 13.10 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TRIAL
BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,
RELATED TO, OR CONNECTED WITH THIS AGREEMENT, ANY DOCUMENT EXECUTED BY ANY
TRANSFEROR PARTY PURSUANT TO THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED
HEREUNDER OR THEREUNDER.

      Section 13.11 Integration; Binding Effect; Survival of Terms.

            (a) This Agreement and each other Transaction Document contain the
final and complete integration of all prior expressions by the parties hereto
with respect to the subject matter hereof and shall constitute the entire
agreement among the parties hereto with respect to the subject matter hereof
superseding all prior oral or written understandings.

            (b) This Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and permitted assigns
(including any trustee in bankruptcy). This Agreement shall create and
constitute the continuing obligations of the parties hereto in accordance with
its terms and shall remain in full force and effect until terminated in
accordance with its terms; PROVIDED, HOWEVER, that the rights and remedies with
respect to (i) any breach of any representation and warranty made by any
Transferor Party pursuant to Article V, (ii) the indemnification and payment
provisions of Article X, and (iii) Sections 13.5, 13.6 and 13.14 shall be
continuing and shall survive any termination of this Agreement.

      Section 13.12 Counterparts; Severability; Section References. This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which when taken together shall constitute one and
the same Agreement. Delivery of an executed counterpart of a signature page to
this Agreement by telecopier shall be effective as delivery of a manually
executed counterpart of a signature page to this Agreement. Any provisions of
this Agreement 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. Unless otherwise
expressly indicated, all references herein to "ARTICLE," "SECTION," "SCHEDULE"
or "EXHIBIT" shall mean articles and sections of, and schedules and exhibits to,
this Agreement.

      Section 13.13 Characterization.

            (a) It is the intention of the parties hereto that each transfer
hereunder shall constitute and be treated as an absolute and irrevocable sale,
which transfer shall provide the applicable Transferee with the full benefits of
ownership of the applicable Receivable Interest. Except as specifically provided
in this Agreement, each sale of a Receivable Interest hereunder is made without
recourse to Transferor; PROVIDED, HOWEVER, that (i) Transferor shall be liable
to each Transferee and the Administrative Agent for all representations,
warranties, covenants and indemnities made by Transferor pursuant to the terms
of this Agreement, and (ii) such sale does

                                       50
<PAGE>

not constitute and is not intended to result in an assumption by any Transferee
or any Agent or any assignee thereof of any obligation of Transferor or any
Originator or any other Person arising in connection with the Receivables, the
Related Security, or the related Contracts, or any other obligations of
Transferor or any Originator.

            (b) In addition to any ownership interest which the Administrative
Agent may from time to time acquire pursuant hereto, Transferor hereby grants to
the Administrative Agent for the ratable benefit of the Transferees a valid and
perfected security interest in all of Transferor's right, title and interest in,
to and under all Receivables now existing or hereafter arising, the Collections,
each Lock-Box, each Collection Account, all Related Security, all other rights
and payments relating to such Receivables, and all proceeds of any thereof prior
to all other liens on and security interests therein to secure the prompt and
complete payment of the Aggregate Unpaids. The Administrative Agent and the
Transferees shall have, in addition to the rights and remedies that they may
have under this Agreement, all other rights and remedies provided to a secured
creditor under the UCC and other applicable law, which rights and remedies shall
be cumulative.

            (c) Notwithstanding the foregoing the Transferor, Transferees and
the Agents hereby agree to treat the Receivables Interests as indebtedness for
purposes of United States federal and state income tax or state franchise tax to
the extent permitted by applicable law.

      Section 13.14 Nonrecourse Nature of Transactions. Each of the parties
hereto hereby acknowledges and agrees that all transactions with the Conduits
hereunder shall be without recourse of any kind to such Conduit. Each Conduit
shall have no obligation to pay any amounts owing hereunder unless and until
such Conduit has received such amounts pursuant to the Receivable Interests or
the Liquidity Agreement. In addition, each party agrees that each Conduit shall
have no obligation to pay any party, any amounts constituting fees, a
reimbursement for expenses or indemnities, (collectively, "EXPENSE CLAIMS") and
such Expense Claims shall not constitute a claim against such Conduit (as
defined in Section 101 of Title 11 of the United States Bankruptcy Code), unless
or until such Conduit has received amounts sufficient to pay such Expense Claims
pursuant to the Receivable Interests or the Liquidity Agreement and such amounts
are not required to pay the commercial paper of such Conduit. This provision
shall survive termination of the Agreement.

                            <Signature pages follow>

                                       51
<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed and delivered by their duly authorized officers as of the date
hereof.

FSI RECEIVABLES COMPANY LLC, AS TRANSFEROR

By:____________________________________
Name:
Title:

ADDRESS:

FSI Receivables Company LLC
Suite 1404, Nemours Building
1007 Orange Street
Wilmington, DE  19801
Attention:  Mike Doyle
Tel:  (302) 472-9103
Fax:  (302) 472-9189

WITH A COPY TO:

Fisher Scientific International Inc.
Liberty Lane
Hampton, NH 03842
Attention:  Todd M. DuChene
Tel:  (603) 929-2340
Fax:  (603) 929-2703

AND:

Fisher Scientific Company L.L.C.
2000 Park Lane
Pittsburgh, PA 15275
Attention:  Judy Bane
Tel:  (412) 490-8549
Fax:  (412) 490-5709

                                       52
<PAGE>

FISHER SCIENTIFIC INTERNATIONAL INC., AS SERVICER

By:____________________________________
Name:
Title:

ADDRESS:

Liberty Lane
Hampton, NH 03842
Attention: Todd M. Duchene, Esq.
Tel: (603) 929-2340
Fax: (603) 929-2703

WITH A COPY TO:

Fisher Scientific Company L.L.C.
2000 Park Lane
Pittsburgh, PA 15275
Attention:  Judy Bane
Tel:  (412) 490-8549
Fax:  (412) 490-5709

                                       53
<PAGE>

ATLANTIC ASSET SECURITIZATION CORP.

BY: CALYON NEW YORK BRANCH, AS ATTORNEY-IN-FACT

By:____________________________________
Name:
Title:

By:____________________________________
Name:
Title:

ADDRESS:

              Atlantic Asset Securitization Corp.
              c/o Calyon New York Branch
              1301 Avenue of the Americas
              New York, NY 10019
              Attention:  Matthew Croghan

              Phone:  (212) 261-7819
              Fax:  (212) 459-3258

                                       54
<PAGE>

CALYON NEW YORK BRANCH, INDIVIDUALLY AND AS ATLANTIC AGENT

By:____________________________________
Name:
Title:

By:____________________________________
Name:
Title:

ADDRESS:

              Calyon New York Branch
              1301 Avenue of the Americas
              New York, NY 10019
              Attention:  Matthew Croghan

              Phone:  (212) 261-7819
              Fax:  (212) 459-3258

                                       55
<PAGE>

LIBERTY STREET FUNDING CORP.

By:____________________________________
Name:
Title:

ADDRESS:

Liberty Street Funding Corp.
c/o Global Securitization Services, LLC
114 West 47th Street, Suite 1715
New York, NY 10036
Attention:  Andrew L. Stidd
Telephone:  (212) 302-5151
Telecopy:  (212) 302-8767

WITH A COPY TO:

The Bank of Nova Scotia
One Liberty Plaza, 26th Floor
New York, NY 10006
Attention:  Mike Eden, Director
Tel: (212) 225-5237
Fax: (212) 225-5290

                                       56
<PAGE>

THE BANK OF NOVA SCOTIA, INDIVIDUALLY, AS LIBERTY STREET AGENT AND AS
ADMINISTRATIVE AGENT

By:____________________________________
Name:
Title:

ADDRESS:

The Bank of Nova Scotia
One Liberty Plaza, 26th Floor
New York, NY 10006
Attention:  Rick Taiano, Director  [FOR TRANSFER NOTICES]
Tel: (212) 225-5070
Fax: (212) 225-5290
            and
Attention:  Mike Eden, Director [FOR ALL OTHER PURPOSES]
Tel: (212) 225-5237
Fax: (212) 225-5290

                                       57
<PAGE>

                                    EXHIBIT I

                                   DEFINITIONS

            As used in this Agreement, the following terms shall have the
following meanings (such meanings to be equally applicable to both the singular
and plural forms of the terms defined):

            "ACCRUAL PERIOD" means each calendar month, PROVIDED THAT the
initial Accrual Period hereunder means the period from (and including) the date
of the initial transfer hereunder to (and including) the last day of the
calendar month thereafter.

            "ACCRUED VOLUME REBATE" means, on any date of determination, the
amount of volume rebate expense that Fisher Hamilton L.L.C. has accrued in
accordance with GAAP.

            "ADJUSTED DILUTION RATIO" means, at any time, the rolling average of
the Dilution Ratios for the twelve (12) Calculation Periods then most recently
ended.

            "ADJUSTED POOL BALANCE" means, on any date of determination, the Net
Pool Balance minus the Required Reserves.

            "ADMINISTRATIVE AGENT" has the meaning set forth in the preamble to
this Agreement.

            "ADMINISTRATIVE AGENT'S FEE LETTER" means that certain
Administrative Agent's Fee Letter, dated as of the date hereof, by and between
Transferor and the Administrative Agent.

            "ADVERSE CLAIM" means a lien, security interest, charge or
encumbrance, or other right or claim in, of or on any Person's assets or
properties in favor of any other Person.

            "AFFECTED LIQUIDITY BANK" has the meaning specified in Section
12.1(c).

            "AFFILIATE" means, with respect to any Person, any other Person
directly or indirectly controlling, controlled by, or under direct or indirect
common control with, such Person or any Subsidiary of such Person. A Person
shall be deemed to control another Person if the controlling Person owns 10% or
more of any class of voting securities of the controlled Person or possesses,
directly or indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through ownership of
stock, by contract or otherwise.

            "AGENTS" has the meaning set forth in the preamble to this
Agreement.

            "AGGREGATE INVESTED AMOUNT" means, on any date of determination, the
aggregate amount of the Invested Amount of all Receivable Interests outstanding
on such date.

                                       58

<PAGE>

            "AGGREGATE REDUCTION" means the aggregate of all Group Reductions
occurring on any date.

            "AGGREGATE UNPAIDS" means, at any time, an amount equal to the sum
of the Aggregate Invested Amount and all unpaid Obligations (whether due or
accrued) at such time.

            "AGREEMENT" means this Receivables Transfer Agreement, as it may be
amended or modified and in effect from time to time.

            "ALTERNATE BASE RATE" means for any day, the rate per annum equal to
the higher as of such day of (i) each Co-Agent's Prime Rate, or (ii) 0.50 basis
points above the Federal Funds Effective Rate. For purposes of determining the
Alternate Base Rate for any day, changes in any Co-Agent's Prime Rate or the
Federal Funds Effective Rate shall be effective on the date of each such change.

            "AMORTIZATION DATE" means, as to each Group, the earliest to occur
of (i) the Business Day immediately prior to the occurrence of an Amortization
Event set forth in Section 9.1(d)(ii), (ii) the Business Day specified in a
written notice from the applicable Co-Agent following the occurrence of any
other Amortization Event, (iii) the date which is 30 days after the applicable
Co-Agent's receipt of written notice from Transferor that it wishes to terminate
that Group's involvement in the facility evidenced by this Agreement, and (iv)
its Liquidity Termination Date.

            "AMORTIZATION EVENT" has the meaning specified in Article IX.

            "ASSIGNMENT AGREEMENT" has the meaning set forth in Section 12.1(b).

            "ATLANTIC" has the meaning specified in the preamble to this
Agreement.

            "ATLANTIC GROUP ACCOUNT" has the meaning specified in Section 1.4.

            "ATLANTIC LIQUIDITY AGREEMENT" means the Liquidity Asset Transfer
Agreement dated as of February 4, 2005 among Atlantic, the Atlantic Agent, and
the Atlantic Liquidity Banks from time to time party thereto, as the same may be
amended, restated, supplemented, replaced or otherwise modified from time to
time.

            "AUTHORIZED OFFICER" means, with respect to any Person, its
president, corporate controller, treasurer or chief financial officer.

            "BROKEN FUNDING COSTS" means for any Receivable Interest (other than
one accruing Yield at the Alternate Base Rate) which: (i) has its Invested
Amount reduced without compliance by Transferor with the notice requirements
hereunder (or, in the case of any Receivable Interest of a Liquidity Bank that
is accruing Yield at a LIBO Rate, which has its Invested Amount reduced on any
day other than the last day of the applicable Tranche Period) or (ii) does not
become subject to a Group Reduction following the delivery of any Reduction
Notice or (iii) is assigned under a Liquidity Agreement or terminated prior to
the date on which it was originally scheduled to end or (iv) is reduced on a day
when a Conduit has no commercial paper maturing relative to such Receivable
Interest, an amount equal to the excess, if any, of (A)

                                       59

<PAGE>

the Yield or CP Costs (as applicable) that would have accrued during the
remainder of the Tranche Periods or the tranche periods for Commercial Paper
determined by the applicable Co-Agent to relate to such Receivable Interest (as
applicable) subsequent to the date of such reduction, assignment or termination
(or in respect of clause (ii) above, the date such Group Reduction was
designated to occur pursuant to the Reduction Notice) of the Invested Amount of
such Receivable Interest if such reduction, assignment or termination had not
occurred or such Reduction Notice had not been delivered, over (B) the sum of
(x) to the extent all or a portion of such Invested Amount is allocated to
another Receivable Interest, the amount of CP Costs or Yield actually accrued
during the remainder of such period on such Invested Amount for the new
Receivable Interest, and (y) to the extent such Invested Amount is not allocated
to another Receivable Interest, the income, if any, actually received during the
remainder of such period by the holder of such Receivable Interest from
investing the portion of such Invested Amount not so allocated. In the event
that the amount referred to in clause (B) exceeds the amount referred to in
clause (A), the relevant Transferee or Transferees agree to pay to Transferor
the amount of such excess. All Broken Funding Costs shall be due and payable
hereunder within 7 days following written demand, setting forth in reasonable
detail a calculation of the amount thereof.

            "BUSINESS DAY" means any day on which banks are not authorized or
required to close in New York, New York, Atlanta, Georgia, or Boston,
Massachusetts and The Depository Trust Company of New York is open for business,
and, if the applicable Business Day relates to any computation or payment to be
made with respect to the LIBO Rate, any day on which dealings in dollar deposits
are carried on in the London interbank market.

            "CALCULATION PERIOD" means a calendar month.

            "CALYON" has the meaning provided in the preamble of this Agreement.

            "CHANGE OF CONTROL" means (a) Performance Guarantor ceases to own,
directly or indirectly, 100% of the outstanding voting equity interests of
Transferor, or (b) the occurrence of a "Change in Control" under and as defined
in the Credit Agreement; PROVIDED, HOWEVER, that if the Credit Agreement ceases
to define "Change in Control," such term shall be defined as set forth in the
Credit Agreement immediately prior to the amendment, restatement or replacement
which resulted in such term's deletion from the definitions therein.

            "CLOSING DATE" means February 14, 2003.

            "CO-AGENT" has the meaning set forth in the preamble to this
Agreement.

            "CO-AGENTS' FEE LETTER" means that certain Co-Agents' Fee Letter
dated as of February 4, 2005 by and among Transferor and the Co-Agents, as the
same may be amended, restated or otherwise modified from time to time.

            "COLLECTION ACCOUNT" means each concentration account, depositary
account, lock-box account or similar account in which any Collections are
collected or deposited and which is listed on Exhibit IV as updated from time to
time.

                                       60

<PAGE>

            "COLLECTION ACCOUNT AGREEMENT" means an agreement in form reasonably
acceptable to the Agents and Transferor among an Originator, Transferor, the
Administrative Agent and a Collection Bank with respect to a Collection Account
and/or Lock-Box.

            "COLLECTION BANK" means, at any time, any of the banks holding one
or more Collection Accounts.

            "COLLECTION NOTICE" means a notice from the Administrative Agent to
a Collection Bank.

            "COLLECTIONS" means, with respect to any Receivable, all cash
collections and other cash proceeds in respect of such Receivable, including,
without limitation, all Finance Charges or other related amounts accruing in
respect thereof and all cash proceeds of Related Security with respect to such
Receivable.

            "COMMERCIAL PAPER" means promissory notes of a Conduit issued by or
on behalf of such Conduit in the commercial paper market.

            "COMMITMENT" means, for each Liquidity Bank, the commitment of such
Liquidity Bank to acquire Receivable Interests from Transferor in an amount not
to exceed (i) in the aggregate, the amount set forth opposite such Liquidity
Bank's name on Schedule A to this Agreement, as such amount may be modified in
accordance with the terms hereof (including, without limitation, any termination
of Commitments pursuant to Section 13.6 hereof) and (ii) with respect to any
individual transfer hereunder, its Ratable Share of the Transfer Price therefor.

            "CONDUIT" has the meaning set forth in the preamble to this
Agreement.

            "CONSTITUENTS" means, as to any Co-Agent, the Conduit represented by
it as specified in the preamble to this Agreement, and each of such Conduit's
Liquidity Banks, and the term "CONSTITUENT" when used as an adjective shall have
a correlative meaning.

            "CONTINGENT OBLIGATION" of a Person means any agreement, undertaking
or arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to transfer or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement, take-or-pay contract or application for a letter of credit.

            "CONTRACT" means, with respect to any Receivable, any and all
instruments, agreements, invoices or other writings pursuant to which such
Receivable arises or which evidences such Receivable.

            "CP COSTS" means:

            (a)   For Atlantic: For any Settlement Period for any Receivable
Interest owned by Atlantic if and to the extent Atlantic funds the purchase or
maintenance of its Receivable Interest by the issuance of Commercial Paper
during such Settlement Period, the per annum rate

                                       61

<PAGE>

equivalent to the weighted average cost of such Commercial Paper (as determined
by the Atlantic Agent) which shall include commissions of placement agents and
dealers, incremental carrying costs incurred with respect to Commercial Paper
maturing on dates other than those on which corresponding funds are received by
Atlantic, other borrowings by Atlantic (other than under any commercial paper
program support agreement of Atlantic) and any other costs associated with the
issuance of Commercial Paper or related to the issuance of Commercial Paper that
are allocated, in whole or in part, by Atlantic or the Atlantic Agent to fund or
maintain such Receivable Interest (and which may or may not be also allocated in
part to the funding of other assets of Atlantic), plus all Broken Funding Costs
incurred during such Settlement Period relating to any prepayment of any
Invested Amount during such Settlement Period; PROVIDED, HOWEVER, that if any
component of such rate is a discount rate, in calculating the foregoing rate for
such Receivable Interest for such Settlement Period, Atlantic shall for such
component use the rate resulting from converting such discount rate to an
interest bearing equivalent rate per annum; and

            (b)   For Liberty Street: For any Settlement Period for any
Receivable Interest owned by Liberty Street if and to the extent Liberty Street
funds the Purchase or maintenance of its Receivable Interest by the issuance of
Commercial Paper during such Settlement Period, the per annum rate equivalent to
the weighted average cost of such Commercial Paper (as determined by Scotia
Capital, as administrator of Liberty Street) which shall include commissions of
placement agents and dealers, incremental carrying costs incurred with respect
to Commercial Paper maturing on dates other than those on which corresponding
funds are received by Liberty Street, other borrowings by Liberty Street (other
than under any commercial paper program support agreement of Liberty Street) and
any other costs associated with the issuance of Commercial Paper or related to
the issuance of Commercial Paper that are allocated, in whole or in part, by
Liberty Street or the Liberty Street Agent to fund or maintain such Receivable
Interest (and which may be also allocated in part to the funding of other assets
of Liberty Street), plus all Broken Funding Costs incurred during such
Settlement Period relating to any prepayment of any Invested Amount during such
Settlement Period; PROVIDED, HOWEVER, that if any component of such rate is a
discount rate, in calculating the foregoing rate for such Receivable Interest
for such Settlement Period, Liberty Street shall for such component use the rate
resulting from converting such discount rate to an interest bearing equivalent
rate per annum.

            "CREDIT AGREEMENT" means the Credit Agreement, dated as of August 2,
2004, among Performance Guarantor, Bank of America, N.A., as administrative
agent, and the lenders party thereto from time to time, as the same may be
amended, restated, modified, replaced or refinanced from time to time.

            "CREDIT AGREEMENT DEFAULT" means an "Event of Default", as such term
is defined and used in the Credit Agreement, arising as a direct result of
Performance Guarantor's failure to maintain a "Consolidated Interest Coverage
Ratio", a "Consolidated Leverage Ratio", a "Consolidated Senior Leverage Ratio"
or other financial ratio (in each case as specified in the Credit Agreement from
time to time) in accordance with the then-applicable requirements of the Credit
Agreement, but only for as long as the Credit Agreement continues to require the
maintenance of any such ratio, PROVIDED, HOWEVER, that any such Credit Agreement
Default that

                                       62

<PAGE>

may arise shall not continue hereunder beyond the time of any waiver or
amendment by the lenders under the Credit Agreement in accordance with the terms
thereof, the effect of which is to waive (including a temporary waiver or
forebearance) or cause such Credit Agreement Default to cease to exist
thereunder.

            "CREDIT AND COLLECTION POLICY" means the Originators' credit and
collection policies and practices relating to Contracts and Receivables existing
on the date hereof and summarized in Exhibit VII hereto, as modified from time
to time in accordance with this Agreement.

            "CUT-OFF DATE" means the last day of a Calculation Period.

            "DAYS SALES OUTSTANDING" means, as of any day, an amount equal to
the product of (x) 91, multiplied by (y) the amount obtained by dividing (i) the
aggregate outstanding balance of Receivables as of the most recent Cut-Off Date,
by (ii) the aggregate Outstanding Balance of Receivables created during the
three (3) months including and immediately preceding such Cut-Off Date.

            "DEEMED COLLECTIONS" means the aggregate of all amounts Transferor
shall have been deemed to have received as a Collection of a Receivable.
Transferor shall be deemed to have received a Collection of a Receivable if at
any time the Outstanding Balance of any such Receivable is either (a) reduced as
a result of any defective or rejected goods or services, any cash discount or
any other adjustment Transferor or any Affiliate thereof (other than cash
Collections on account of the Receivables) or (b) reduced or canceled as a
result of a setoff in respect of any claim by any Person (whether such claim
arises out of the same or a related transaction or an unrelated transaction), in
each of the foregoing cases, to the extent of such reduction or cancellation,
and Transferor shall be deemed to have received a Collection of a Receivable in
full if at any time any of the representations or warranties in Section 5.1(g)
(to the extent it relates to such Receivable) or any of Sections 5.1(i), (j),
(t) and (u) were not true when made with respect to any Receivable.

            "DEFAULT FEE" means with respect to any amount due and payable by
Transferor in respect of any Aggregate Unpaids, an amount equal to the interest
on any such unpaid Aggregate Unpaids at a rate per annum equal to 2% above the
Alternate Base Rate.

            "DEFAULT HORIZON RATIO" means, as of any Cut-Off Date, the ratio
(expressed as a decimal) computed by dividing (i) the aggregate sales generated
by the Originators during the 4.0 months ending on such Cut-Off Date, by (ii)
the Net Pool Balance as of such Cut-off Date.

            "DEFAULT RATIO" means, as of any Cut-Off Date, the ratio (expressed
as a percentage) computed by dividing (x) the total amount of Receivables which
became Defaulted Receivables during the month that includes such Cut-Off Date,
by (y) the aggregate sales generated by the Originators during the month
occurring five (5) months prior to the month ending on such Cut-Off Date.

            "DEFAULTED RECEIVABLE" means a Receivable: (i) as to which the
obligor thereof has suffered an event of bankruptcy; (ii) which, consistent with
the Originators' credit and

                                       63

<PAGE>

collection policies, should be written off as uncollectible; or (iii) as to
which any payment, or part thereof, remains unpaid for 151 days or more from the
original invoice date.

            "DELINQUENCY RATIO" means, at any time, a percentage equal to (i)
the aggregate Outstanding Balance of all Receivables that were Delinquent
Receivables at such time divided by (ii) the aggregate Outstanding Balance of
all Receivables at such time.

            "DELINQUENT RECEIVABLE" means a Receivable as to which any payment,
or part thereof, remains unpaid for 121-150 days past the original invoice date.

            "DILUTION HORIZON RATIO" means, as of any Cut-off Date, a ratio
(expressed as a decimal), computed by dividing (i) the aggregate sales generated
by the Originators during the 2.00 months ending on such Cut-Off Date, by (ii)
the Net Pool Balance as of such Cut-Off Date.

            "DILUTION RATIO" means, as of any Cut-Off Date, a ratio (expressed
as a percentage), computed by dividing (i) the total amount of decreases in
outstanding principal balances due to Dilutions during the month ending on such
Cut-Off Date, by (ii) the aggregate sales generated by the Originators two
months immediately prior to the current month ending on such Cut-Off Date.

            "DILUTION RESERVE" means, for any month, the product (expressed as a
percentage) of: (a) the sum of (i) 2 times the Adjusted Dilution Ratio as of the
immediately preceding Cut-Off Date, plus (ii) the Dilution Volatility Component
as of the immediately preceding Cut-Off Date, TIMES (b) the Dilution Horizon
Ratio as of the immediately preceding Cut-Off Date.

            "DILUTION VOLATILITY COMPONENT" means the product (expressed as a
percentage) of (i) the difference between (a) the highest three (3)-month
rolling average Dilution Ratio over the past 12 months and (b) the Adjusted
Dilution Ratio, and (ii) a fraction, the numerator of which is equal to the
amount calculated in (i)(a) of this definition and the denominator of which is
equal to the amount calculated in (i)(b) of this definition.

            "DILUTIONS" means, at any time, the aggregate amount of reductions
or cancellations described in clause (a) of the definition of "Deemed
Collections".

            "DISCOUNT RATE" means, the LIBO Rate or the Alternate Base Rate, as
applicable, with respect to each Receivable Interest of the Liquidity Banks.

            "DOWNGRADED LIQUIDITY BANK" means a Liquidity Bank which has been
the subject of a Downgrading Event.

            "DOWNGRADING EVENT" with respect to any Person means the lowering of
the rating with regard to the short-term securities of such Person to below (i)
A-1 by S&P, or (ii) P-1 by Moody's.

            "ELIGIBLE RECEIVABLE" means, at any time, a Receivable:

                                       64

<PAGE>

            (a)   the Obligor of which (i) if a natural person, is a resident of
      the United States or Puerto Rico or, if a corporation or other business
      organization, is organized under the laws of the United States, Puerto
      Rico or any political subdivision of the foregoing and has its chief
      executive office in the United States or Puerto Rico; and (ii) is not an
      Affiliate of any of the parties hereto,

            (b)   which is not owing from an Obligor as to which more than 35%
      of the aggregate outstanding principal balance of all Receivables owing
      from such Obligor are Defaulted Receivables,

            (c)   which was not (on the date it was acquired by Transferor from
      the applicable Originator) and is not (on any subsequent date on which it
      is included in the Net Pool Balance) (i) 91-150 days past the original
      invoice date therefor, or (ii) a Defaulted Receivable,

            (d)   which by its terms is due and payable within 90 days of the
      original invoice date therefor,

            (e)   which is an "account" or a "payment intangible" within the
      meaning of Article 9 of the UCC of all applicable jurisdictions,

            (f)   which is denominated and payable only in United States dollars
      in the United States,

            (g)   which arises under a contract or is evidenced by an invoice
      which, together with such Receivable, is in full force and effect and
      constitutes the legal, valid and binding obligation of the related Obligor
      enforceable against such Obligor in accordance with its terms subject to
      no offset, counterclaim or other defense,

            (h)   which is not subject to a confidentiality provision that
      purports to restrict the ability of the Administrative Agent to exercise
      its rights under the Agreement, including, without limitation, its right
      to review the contract,

            (i)   which represents an obligation to pay a specified sum of
      money, contingent only upon the sale of goods or the provision of services
      by the applicable Originator,

            (j)   which, together with any contract or invoice related thereto,
      does not contravene any law, rule or regulation applicable thereto
      (including, without limitation, any law, rule and regulation relating to
      truth in lending, fair credit billing, fair credit reporting, equal credit
      opportunity, fair debt collection practices and privacy) and with respect
      to which no part of the contract related thereto is in violation of any
      such law, rule or regulation,

            (k)   which satisfies all applicable requirements of the
      Originators' credit and collection policies,

                                       65

<PAGE>

            (l)   which was generated in the ordinary course of the applicable
      Originator's business,

            (m)   which arises solely from the sale of goods or the provision of
      services to the related Obligor by the applicable Originator, and not by
      any other Person (in whole or in part),

            (n)   as to which the Administrative Agent has not notified
      Transferor that the Administrative Agent has determined that such
      Receivable or class of Receivables is not acceptable as an Eligible
      Receivable, including, without limitation, because such Receivable arises
      under a contract that is not acceptable to the Administrative Agent,

            (o)   which is not subject to any dispute, counterclaim, right of
      rescission, set-off, counterclaim or any other defense (including defenses
      arising out of violations of usury laws) of the applicable Obligor against
      the applicable Originator or any other adverse claim, and the Obligor
      thereon holds no right as against such Originator to cause such Originator
      to repurchase the goods or merchandise the sale of which shall have given
      rise to such Receivable (except with respect to sale discounts granted on
      the applicable invoice, or defective goods returned in accordance with the
      applicable Originator's customary practices and policies); PROVIDED,
      HOWEVER, that (i) if such dispute, offset, counterclaim or defense affects
      only a portion of the outstanding principal balance of such Receivable,
      then such Receivable may be deemed an Eligible Receivable to the extent of
      the portion of such outstanding principal balance which is not so
      affected; (ii) Receivables of any Obligor which has any accounts payable
      by the applicable Originator or by a wholly-owned subsidiary of such
      Originator (thus giving rise to a potential offset against such
      Receivables) may be treated as Eligible Receivables to the extent that the
      Obligor of such Receivables has agreed pursuant to a written agreement in
      form and substance satisfactory to the Agents, that such Receivables shall
      not be subject to such offset; and (iii) rights of offset against
      Receivables as to which the Obligor is a government or governmental agency
      shall not render such Receivables ineligible under this clause (o) unless
      an offset is actually asserted or effected,

            (p)   as to which the applicable Originator has satisfied and fully
      performed all obligations on its part with respect to such Receivable
      required to be fulfilled by it, and no further action is required to be
      performed by any Person with respect thereto other than payment thereon by
      the applicable Obligor,

            (q)   as to which each of the representations and warranties
      contained in Section 5.1(g) (to the extent it relates to such Receivable)
      or any of Sections 5.1(i), (j), (r), (s), (t) and (u) is true and correct,
      and

            (r)   all right, title and interest to and in which, together with
      all "supporting obligations" as defined in the UCC as in effect in the
      State of New York, has been validly transferred by the applicable
      Originator to Transferor

                                       66

<PAGE>

      under and in accordance with the Receivables Purchase Agreement, and
      Transferor has good and marketable title thereto free and clear of any
      Adverse Claim (except as created hereunder).

            "EQUITY INTERESTS" means, with respect to any Person, any and all
shares, interests, participations or other equivalents, including membership
interests (however designated, whether voting or non-voting), of capital of such
Person, including, if such Person is a partnership, partnership interests
(whether general or limited) and any other interest or participation that
confers on a Person the right to receive a share of the profits and losses of,
or distributions of assets of, such partnership, whether outstanding on the date
hereof or issued after the date of this Agreement.

            "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended from time to time, and the regulations issued thereunder.

            "EXCLUDED TAXES" means (A) franchise taxes, excise taxes, branch
profits taxes and taxes based on or measured by all or part of the gross or net
income of any Indemnified Party, in each case, imposed (i) by the United States
or any political subdivision or taxing authority thereof or therein or (ii) by
the jurisdiction under the laws of which the Indemnified Party is organized or
has its applicable lending or administrative office or any political subdivision
of any thereof and (B) taxes that would not have been imposed if the only
connection between the Indemnified Party and the jurisdiction imposing such
taxes was the activities of such Indemnified Party pursuant to or in respect of
this Agreement (including entering into, lending money or extending credit
pursuant to, receiving payments under, or enforcing this Agreement).

            "FACILITY ACCOUNT" means Transferor's account no. 037-7094, ABA no.
04300261 at Mellon Bank in Pittsburgh, PA.

            "FEDERAL BANKRUPTCY CODE" means Title 11 of the United States Code
entitled "Bankruptcy," as amended and any successor statute thereto.

            "FEDERAL FUNDS EFFECTIVE RATE" means, for any period, a fluctuating
interest rate per annum for each day during such period equal to (a) the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day, for the preceding
Business Day) by the Federal Reserve Bank of New York in the Composite Closing
Quotations for U.S. Government Securities; or (b) if such rate is not so
published for any day which is a Business Day, the average of the quotations at
approximately 11:30 a.m. (New York time) for such day on such transactions
received by the applicable Co-Agent from three federal funds brokers of
recognized standing selected by it.

            "FEDERAL GOVERNMENT RECEIVABLES" means any Receivables which
constitute obligations incurred by or on behalf of the federal government of the
United States or any agency thereof.

            "FEE LETTERS" means, collectively, the Co-Agents' Fee Letter and the
Administrative Agent's Fee Letter.

                                       67

<PAGE>

            "FINANCE CHARGES" means, with respect to a Contract, any finance,
interest, late payment charges or similar charges owing by an Obligor pursuant
to such Contract.

            "FSI" has the meaning specified in the preamble to this Agreement.

            "FUNDING AGREEMENT" means this Agreement and any agreement or
instrument executed by any Funding Source with or for the benefit of Conduit.

            "FUNDING SOURCE" means (i) any Liquidity Bank or (ii) any insurance
company, bank or other funding entity providing liquidity, credit enhancement or
back-up transfer support or facilities to Conduit.

            "GAAP" means generally accepted accounting principles in effect in
the United States of America as of the date of this Agreement.

            "GOVERNMENTAL AUTHORITY" means any federal, state, local or foreign
court or governmental agency, authority, instrumentality, or regulatory body.

            "GROUP" means the Atlantic Group or the Liberty Street Group.

            "GROUP ACCOUNT" means the Atlantic Group Account or the Liberty
Street Group Account.

            "GROUP COLLECTIONS" has the meaning specified in Section 2.2.

            "GROUP INVESTED AMOUNT" means, as to any Group on any date of
determination, the aggregate of the Invested Amounts associated with all of such
Group's Receivable Interests.

            "GROUP LIMIT" means, as to any Group on any date of determination,
an amount equal to the sum of such Group's Liquidity Banks' Commitments under
this Agreement.

            "GROUP REDUCTION" means the amount by which the Group Invested
Amount of any Group is to be reduced on any date.

            "INCREMENTAL TRANSFER" means a transfer of a Receivable Interest
which increases the total outstanding Aggregate Invested Amount hereunder (and
shall include the initial transfer hereunder).

            "INDEBTEDNESS" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by liens or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) capitalized lease obligations, (vi) net liabilities under
interest rate swap, exchange or cap agreements and (vii) Contingent Obligations.

                                       68

<PAGE>

            "INDEPENDENT DIRECTOR" shall mean a member of the Board of Directors
of Transferor who is not at such time, and has not been at any time during the
preceding five (5) years, (A) a director, officer, employee or Affiliate of any
Transferor Party, any Originator, or any of their respective Subsidiaries or
Affiliates, or (B) the beneficial owner (at the time of such individual's
appointment as an Independent Director or at any time thereafter while serving
as an Independent Director) of any of the outstanding common shares of any
Transferor Party, any Originator, or any of their respective Subsidiaries or
Affiliates, having general voting rights, or a spouse, parent, child or sibling
of any of the foregoing.

            "INTERIM SETTLEMENT REPORT" means a report, in substantially the
form of Exhibit X hereto.

            "INVESTED AMOUNT" of any Transferee's Receivable Interest means, at
any time, (A) the Transfer Price of such Receivable Interest, minus (B) the sum
of the aggregate amount of Collections and other payments received by the
applicable Co-Agent which in each case are applied to reduce such Invested
Amount in accordance with the terms and conditions of this Agreement; PROVIDED
THAT such Invested Amount shall be restored (in accordance with Section 2.4) in
the amount of any Collections or other payments so received and applied if at
any time the distribution of such Collections or payments are rescinded,
returned or refunded for any reason.

            "LIBERTY STREET" has the meaning provided in the preamble of this
Agreement.

            "LIBERTY STREET AGENT" has the meaning provided in the preamble of
this Agreement.

            "LIBERTY STREET GROUP ACCOUNT" has the meaning specified in Section
1.4.

            "LIBERTY STREET LIQUIDITY AGREEMENT" means the Liquidity Asset
Transfer Agreement dated as of the date hereof among Liberty Street, the Liberty
Street Agent, and the Liberty Street Liquidity Banks from time to time party
thereto, as the same may be amended, restated, supplemented, replaced or
otherwise modified from time to time.

            "LIBO RATE" means, for any Tranche Period, the rate per annum
determined on the basis of the offered rate for deposits in U.S. dollars of
amounts equal or comparable to the Invested Amount of the related Receivable
Interest offered for a term comparable to such Tranche Period, which rates
appear on a Bloomberg L.P. terminal, displayed under the address "US0001M
<Index> Q <Go>" or "US0001W <Index> Q <Go>," as the case may be, effective as of
11:00 A.M., London time, two Business Days prior to the first day of such
Tranche Period, PROVIDED that if no such offered rates appear on such page, the
LIBO Rate for such Tranche Period will be the arithmetic average (rounded
upwards, if necessary, to the next higher 1/100th of 1%) of rates quoted by not
less than two major banks in New York, New York, selected by the applicable
Co-Agent, at approximately 10:00 a.m.(New York time), two Business Days prior to
the first day of such Tranche Period, for deposits in U.S. dollars offered by
leading European banks for a period comparable to such Tranche Period in an
amount comparable to the Invested Amount allocated to such Tranche Period,
divided by (b) one minus the maximum aggregate reserve requirement (including
all basic, supplemental, marginal or other reserves) which is

                                       69

<PAGE>

imposed against any Liquidity Bank in respect of Eurocurrency liabilities, as
defined in Regulation D of the Board of Governors of the Federal Reserve System
as in effect from time to time (expressed as a decimal), applicable to such
Tranche Period plus (ii) 2.00% per annum. The LIBO Rate shall be rounded, if
necessary, to the next higher 1/16 of 1%.

            "LIQUIDITY AGREEMENTS" means the Liberty Street Liquidity Agreement
and Atlantic Liquidity Agreement.

            "LIQUIDITY BANKS" means, collectively, the Atlantic Liquidity Banks
and the Liberty Street Liquidity Banks.

            "LIQUIDITY COMMITMENT" means, as to each Liquidity Bank, its
commitment to its Conduit under the applicable Liquidity Agreement, which
commitment shall equal at least 102% of its Commitment hereunder.

            "LIQUIDITY TERMINATION DATE" means, as to each Conduit, the earlier
to occur of the following:

            (a) February 4, 2008; or

            (b) the date on which a Downgrading Event with respect to a
      Liquidity Bank to such Conduit shall have occurred and been continuing for
      not less than 30 days, and either (i) the Downgraded Liquidity Bank shall
      not have been replaced by a Qualified Liquidity Bank pursuant to such
      Conduit's Liquidity Agreement, or (ii) the Liquidity Commitment of such
      Downgraded Liquidity Bank shall not have been funded or collateralized in
      such a manner that will avoid a reduction in or withdrawal of the credit
      rating applied to the Commercial Paper to which such Liquidity Agreement
      applies by any of the rating agencies then rating such Commercial Paper.

            "LOCK-BOX" means each locked postal box with respect to which a bank
who has executed a Collection Account Agreement has been granted exclusive
access for the purpose of retrieving and processing payments made on the
Receivables and which is listed on Exhibit IV.

            "LOSS RESERVE" means, for any month, the product (expressed as a
percentage) of (a) 2.0, times (b) the highest three-month rolling average
Default Ratio during the 12 months ending on the immediately preceding Cut-Off
Date, times (c) the Default Horizon Ratio as of the immediately preceding
Cut-Off Date.

            "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
financial condition or operations of (a) the Performance Guarantor and its
subsidiaries taken as a whole or (b) Transferor, (ii) the ability of any
Transferor Party to perform its obligations under this Agreement or the
Performance Guarantor to perform its obligations under the Performance
Undertaking, (iii) the legality, validity or enforceability of this Agreement or
any other Transaction Document, (iv) the Administrative Agent's security
interest in the Receivables generally or in any significant portion of the
Receivables or the proceeds thereof, or (v) the collectibility of the
Receivables generally or of any material portion of the Receivables.

                                       70

<PAGE>

            "MONTHLY REPORTING DATE" shall have the meaning set forth in Section
8.5.

            "MOODY'S" means Moody's Investors Service, Inc. and its successors.

            "NET POOL BALANCE" means, at any time, Total Accounts Receivable,
MINUS the aggregate Outstanding Balance of all Receivables that are not Eligible
Receivables at such time, MINUS the aggregate amount by which the Outstanding
Balance of all Eligible Receivables of each Obligor and its Affiliates exceeds
the Obligor Concentration Limit for such Obligor, MINUS the amount of Accrued
Volume Rebate at such time.

            "NON-U.S. TRANSFEREE" means each Transferee that is not a "United
States person" within the meaning of Section 7701(a)(30) of the Tax Code.

            "OBLIGATIONS" shall have the meaning set forth in Section 2.1.

            "OBLIGOR" means a Person obligated to make payments pursuant to a
Contract.

            "OBLIGOR CONCENTRATION LIMIT" means, at any time:

            (a)   with respect to all Federal Government Receivables, 6.50% of
the aggregate Outstanding Balance of all Eligible Receivables; and

            (b)   with respect to all other Receivables in relation to the
aggregate outstanding principal balance thereof which are owed by any single
Obligor and its affiliates (if any), the applicable concentration limit shall be
determined as follows for Obligors who have short term unsecured debt ratings
currently assigned to them by S&P and Moody's, the applicable concentration
limit shall be determined according to the following table:

<TABLE>
<CAPTION>
                                                              ALLOWABLE % OF ELIGIBLE
     S&P RATING                     MOODY'S RATING                  RECEIVABLES
----------------------         ----------------------         -----------------------
<S>                            <C>                            <C>
        A-1+                             P-1                           10%
         A-1                             P-1                            8%
         A-2                             P-2                            6%
         A-3                             P-3                            3%
Below A-3 or Not Rated            Below P-3 or Not
   by either S&P or            Rated by either S&P or                   3%
       Moody's                         Moody's
</TABLE>

; PROVIDED, HOWEVER, that (i) if any Obligor has a split rating, the applicable
rating will be the lower of the two, (ii) if any Obligor is rated only by one of
S&P or Moody's, the applicable Obligor Concentration Limit shall be the one set
forth one line below the sole applicable rating agency's rating in the table
above, and (iii) subject to rating agency approval, upon Transferor's request
from time to time, the Agents may agree to a higher percentage of Eligible
Receivables for a particular Obligor and its affiliates (each such higher
percentage, a "SPECIAL CONCENTRATION LIMIT"), it being understood that any
Special Concentration Limit may be cancelled by the

                                       71

<PAGE>

Administrative Agent at the direction of any Co-Agent upon not less than ten
(10) Business Days' written notice to Transferor.

            "ORGANIC DOCUMENT" means, relative to any Person, its certificate of
incorporation, its by-laws, its partnership agreement, its memorandum and
articles of association, its limited liability company agreement and/or
operating agreement, share designations or similar organization documents and
all shareholder agreements, voting trusts and similar arrangements applicable to
any of its authorized Equity Interests.

            "ORIGINATOR" has the meaning specified in the Receivables Purchase
Agreement.

            "OUTSTANDING BALANCE" of any Receivable at any time means the then
outstanding principal balance thereof.

            "OUTSTANDING PERCENTAGE" means, as to each Group on any date of
determination, (a) at any time while the Aggregate Invested Amount is greater
than $0, the ratio which the sum of its members' Invested Amounts as of the
close of business on the preceding Business Day bears to the Aggregate Invested
Amount as of the close of business on the preceding Business Day, and (b) at any
time while the Aggregate Invested Amount is $0, the ratio which its Group Limit
bears to the Transfer Limit.

            "PARENT" means Fisher Scientific International Inc., a Delaware
corporation.

            "PARTICIPANT" has the meaning set forth in Section 12.2.

            "PBGC" means the Pension Benefit Guaranty Corporation or any
successor thereto.

            "PERFORMANCE GUARANTOR" means Parent and its successors.

            "PERFORMANCE UNDERTAKING" means that certain Performance
Undertaking, dated as of February 14, 2003, by Performance Guarantor in favor of
Transferor, substantially in the form of Exhibit VIII, as the same may be
amended, restated or otherwise modified from time to time.

            "PERSON" means an individual, partnership, corporation (including a
business trust), limited liability company, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government or
any political subdivision or agency thereof.

            "POOLED COMMERCIAL PAPER" means Commercial Paper notes of a Conduit
subject to any particular pooling arrangement by such Conduit, but excluding
Commercial Paper issued by such Conduit for a tenor and in an amount
specifically requested or allocated by any Person in connection with any
agreement effected by such Conduit.

            "POTENTIAL AMORTIZATION EVENT" means an event which, with the
passage of time or the giving of notice, or both, would constitute an
Amortization Event.

                                       72

<PAGE>

            "PRIME RATE" means, as to any Group, a rate per annum equal to the
prime rate of interest announced from time to time by the applicable Co-Agent or
its parent at its main office in the United States (which is not necessarily the
lowest rate charged to any customer), changing when and as said prime rate
changes.

            "PROGRAM FEE" has the meaning set forth in the Fee Letters.

            "PROPOSED REDUCTION DATE" has the meaning set forth in Section 1.3.

            "PURCHASING LIQUIDITY BANK" has the meaning set forth in Section
12.1(b).

            "QUALIFYING LIQUIDITY BANK" means a Liquidity Bank with a rating of
its short-term securities equal to or higher than (i) A-1 by S&P and (ii) P-1 by
Moody's.

            "RATABLE SHARE" means with respect to any Liquidity Bank, the ratio
which its Commitment bears to the sum of the Commitments of all Liquidity Banks
for the same Conduit.

            "RECEIVABLE" means each "Receivable" under and as defined in the
Receivables Purchase Agreement in which Transferor now has or hereafter acquires
any right, title or interest.

            "RECEIVABLE INTEREST" means, at any time, an undivided percentage
ownership interest (computed as set forth below) associated with a designated
amount of Invested Amount, selected pursuant to the terms and conditions hereof
in (i) each Receivable arising prior to the time of the most recent computation
or recomputation of such undivided interest, (ii) all Related Security with
respect to each such Receivable, and (iii) all Collections with respect to, and
other proceeds of, each such Receivable. Each such undivided percentage interest
shall equal:

                                       IA
                                    --------
                                    NPB - RR

            WHERE:

            IA  = the Invested Amount of such Receivable Interest.

            RR  = the Required Reserve.

            NPB = the Net Pool Balance.

Such undivided percentage ownership interest shall be initially computed on its
date of transfer. Thereafter, until the Amortization Date, each Receivable
Interest shall be automatically recomputed (or deemed to be recomputed) on each
day prior to the Amortization Date. The variable percentage represented by any
Receivable Interest as computed (or deemed recomputed) as of the close of the
business day immediately preceding the Amortization Date shall remain constant
at all times thereafter.

            "RECEIVABLES PURCHASE AGREEMENT" means that certain Amended and
Restated Receivables Purchase Agreement, dated as of February 14, 2003, among
Parent, as Originator

                                       73

<PAGE>

Agent, Originators and Transferor, as the same may be amended, restated or
otherwise modified from time to time.

            "RECORDS" means, with respect to any Receivable, all Contracts and
other documents, books, records and other information (including, without
limitation, computer programs, tapes, disks, punch cards, data processing
software and related property and rights) in the possession or control of any
Transferor Party relating to such Receivable, any Related Security therefor and
the related Obligor.

            "REDUCTION NOTICE" has the meaning set forth in Section 1.3.

            "REGULATORY CHANGE" has the meaning set forth in Section 10.3(a).

            "REINVESTMENT" has the meaning set forth in Section 2.2.

            "RELATED SECURITY" means, with respect to any Receivable:

            (i)   all "Related Security" under and as defined in the Receivables
Purchase Agreement in which Transferor now has or hereafter acquires any right,
title or interest,

            (ii)  all of Transferor's right, title and interest in, to and under
the Receivables Purchase Agreement in respect of such Receivable and all of
Transferor's right, title and interest in, to and under the Performance
Undertaking, and

            (iii) all proceeds of any of the foregoing.

            "REQUIRED NOTICE PERIOD" means the number of days required notice
set forth opposite the applicable Group Reduction amount in the table below:

<TABLE>
<CAPTION>
     GROUP REDUCTION               REQUIRED NOTICE PERIOD
-------------------------          ----------------------
<S>                                <C>
less than or equal to $25              1 Business Day
million
greater than $25 million               2 Business Days
</TABLE>

            "REQUIRED RESERVE" means, on any day during a month, the product of
(a) the greater of (i) the Required Reserve Factor Floor or (ii) the sum of the
Loss Reserve, the Yield Reserve, the Dilution Reserve and the Servicing Reserve,
times (b) the Net Pool Balance as of the Cut-Off Date immediately preceding such
month.

            "REQUIRED RESERVE FACTOR FLOOR" means, for any month, the sum
(expressed as a percentage) of (a) 18.5%, plus (b) the product of the Adjusted
Dilution Ratio and the Dilution Horizon Ratio, PLUS (c) the Yield Reserve, plus
(d) Servicing Reserve, in each case, as of the immediately preceding Cut-Off
Date, PLUS (e) if Parent fails to maintain its current unsecured debt rating of
"BB-" from S&P or its current bank debt rating of "Ba3" from Moody's, 10%.

            "RESPONSE DATE" has the meaning set forth in Section 1.5 of this
Agreement.

                                       74

<PAGE>

            "RESTATEMENT DATE" means February 4, 2005.

            "RESTRICTED JUNIOR PAYMENT" means (i) any dividend or other
distribution, direct or indirect, on account of any shares of any class of
capital stock of Transferor now or hereafter outstanding, except a dividend
payable solely in shares of that class of stock or in any junior class of stock
of Transferor, (ii) any redemption, retirement, sinking fund or similar payment,
transfer or other acquisition for value, direct or indirect, of any shares of
any class of capital stock of Transferor now or hereafter outstanding, (iii) any
payment or prepayment of principal of, premium, if any, or interest, fees or
other charges on or with respect to, and any redemption, transfer, retirement,
defeasance, sinking fund or similar payment and any claim for rescission with
respect to the Subordinated Loans (as defined in the Receivables Purchase
Agreement), (iv) any payment made to redeem, transfer, retransfer or retire, or
to obtain the surrender of, any outstanding warrants, options or other rights to
acquire shares of any class of capital stock of Transferor now or hereafter
outstanding, and (v) any payment of management fees by Transferor (except for
reasonable management fees to an Originator or its Affiliates in reimbursement
of actual management services performed); PROVIDED, HOWEVER, that payment of the
Facility Fee (under and as defined in the Receivable Purchase Agreement) shall
not constitute a Restricted Junior Payment.

            "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc.

            "SCOTIABANK" has the meaning provided in the preamble of this
Agreement.

            "SERVICER" means at any time the Person (which may be the
Administrative Agent) then authorized pursuant to Article VIII to service,
administer and collect Receivables.

            "SERVICING FEE" has the meaning set forth in Section 8.6.

            "SERVICING RESERVE" means, for any month, the product (expressed as
a percentage) of (a) 1%, times (b) a fraction, the numerator of which is the
highest Days Sales Outstanding for the most recent 12 months and the denominator
of which is 360.

            "SETTLEMENT DATE" means (a) two (2) Business Days after each
Settlement Report Date, and (b) the last day of the relevant Tranche Period in
respect of each Receivable Interest of the Liquidity Banks.

            "SETTLEMENT PERIOD" means (a) in respect of each Receivable Interest
of a Conduit, the immediately preceding Accrual Period, and (b) in respect of
each Receivable Interest of the Liquidity Banks, the entire Tranche Period of
such Receivable Interest.

            "SETTLEMENT REPORT" means a report, in substantially the form of
Exhibit IX hereto (appropriately completed), furnished by the Servicer to the
Co-Agents pursuant to Section 8.5.

            "SETTLEMENT REPORT DATE" means each Monthly Reporting Date and each
other date, if any, on which an Interim Settlement Report is required to be
delivered under Section 8.5.

                                       75

<PAGE>

            "SUBSIDIARY" of a Person means (i) any corporation more than 50% of
the outstanding securities having ordinary voting power of which shall at the
time be owned or controlled, directly or indirectly, by such Person or by one or
more of its Subsidiaries or by such Person and one or more of its Subsidiaries,
or (ii) any partnership, association, limited liability company, joint venture
or similar business organization more than 50% of the ownership interests having
ordinary voting power of which shall at the time be so owned or controlled.

            "TAX CODE" means the Internal Revenue Code of 1986, as the same may
be amended from time to time.

            "TERMINATING TRANCHE" has the meaning set forth in Section 4.3(b).

            "TOTAL ACCOUNTS RECEIVABLE" means, on any date of determination, the
aggregate Outstanding Balance of all Receivables.

            "TRANCHE PERIOD" means, with respect to any Receivable Interest held
by a Liquidity Bank:

            (a)   if Yield for such Receivable Interest is calculated on the
basis of a LIBO Rate, a period of one month or one week beginning on a Business
Day as may be specified by Transferor pursuant to this Agreement. If a one-month
Tranche Period is selected, such Tranche Period shall end on the day in the
applicable succeeding calendar month which corresponds numerically to the
beginning day of such Tranche Period, PROVIDED, HOWEVER, that if there is no
such numerically corresponding day in such succeeding month, such Tranche Period
shall end on the last Business Day of such succeeding month; or

            (b)   if Yield for such Receivable Interest is calculated on the
basis of the Alternate Base Rate, a period commencing on a Business Day selected
by Transferor, PROVIDED that no such period shall exceed one month.

If any Tranche Period would end on a day which is not a Business Day, such
Tranche Period shall end on the next succeeding Business Day, PROVIDED, HOWEVER,
that in the case of Tranche Periods of longer than 1 week which correspond to a
LIBO Rate, if such next succeeding Business Day falls in a new month, such
Tranche Period shall end on the immediately preceding Business Day. In the case
of any Tranche Period for any Receivable Interest which commences before the
applicable Group's Amortization Date and would otherwise end on a date occurring
after such Amortization Date, such Tranche Period shall end on the Amortization
Date. The duration of each Tranche Period which commences after the applicable
Group's Amortization Date shall be of such duration as selected by the
applicable Co-Agent.

            "TRANSACTION DOCUMENTS" means, collectively, this Agreement, each
Transfer Notice, the Receivables Purchase Agreement, each Collection Account
Agreement, each Joinder Agreement, the Performance Undertaking, the Fee Letters,
the Liquidity Agreements, and all other instruments, documents and agreements
executed and delivered in connection herewith.

            "TRANSFER LIMIT" means $225,000,000.

            "TRANSFER NOTICE" has the meaning set forth in Section 1.2.

                                       76

<PAGE>

            "TRANSFER PRICE" means, with respect to any Incremental Transfer of
a Receivable Interest, the amount paid to Transferor for such Receivable
Interest which shall not exceed the least of (i) the amount requested by
Transferor in the applicable Transfer Notice, (ii) the unused portion of the
Transfer Limit on the applicable transfer date and (iii) the excess, if any, of
the Adjusted Pool Balance on the applicable transfer date over the aggregate
outstanding amount of Aggregate Invested Amount determined as of the date of the
most recent Settlement Report, taking into account such proposed Incremental
Transfer.

            "TRANSFEREES" means, collectively, the Conduits and the Liquidity
Banks.

            "TRANSFEROR" has the meaning set forth in the preamble to this
Agreement.

            "TRANSFEROR PARTIES" means, collectively, (a) Transferor and (b) at
any time that Parent or one of its Affiliates is acting as Performance Guarantor
and/or Servicer, Parent.

            "UCC" means the Uniform Commercial Code as from time to time in
effect in the specified jurisdiction.

            "YIELD" means for each respective Tranche Period relating to
Receivable Interests of the Liquidity Banks, an amount equal to the product of
the applicable Discount Rate for each Receivable Interest multiplied by the
Invested Amount of such Receivable Interest for each day elapsed during such
Tranche Period, annualized on a 360 day basis.

            "YIELD RESERVE" means, for any month, the product (expressed as a
percentage) of (i) 1.5 times (ii) the Alternate Base Rate as of the immediately
preceding Cut-Off Date times (iii) a fraction the numerator of which is the
highest Days Sales Outstanding for the most recent 12 months and the denominator
of which is 360.

            ALL ACCOUNTING TERMS NOT SPECIFICALLY DEFINED HEREIN SHALL BE
CONSTRUED IN ACCORDANCE WITH GAAP. ALL TERMS USED IN ARTICLE 9 OF THE UCC IN THE
STATE OF NEW YORK, AND NOT SPECIFICALLY DEFINED HEREIN, ARE USED HEREIN AS
DEFINED IN SUCH ARTICLE 9.

                                       77

<PAGE>

                                   EXHIBIT II

                        FORM OF [SECOND] TRANSFER NOTICE

                                     [DATE]

[Insert Name and Address of
Applicable Co-Agent(s)]

                  RE: [SECOND] TRANSFER NOTICE

Ladies and Gentlemen:

            Reference is hereby made to the Amended and Restated Receivables
Transfer Agreement, dated as of February 4, 2005 among FSI Receivables Company
LLC ("TRANSFEROR"), Fisher Scientific International Inc., as initial Servicer,
Liberty Street Funding Corp., Atlantic Asset Securitization Corp., Calyon Bank
New York Branch, individually and as Atlantic Agent, The Bank of Nova Scotia,
individually, as Liberty Street Agent and as Administrative Agent (the "TRANSFER
AGREEMENT"). Capitalized terms used herein shall have the meanings assigned to
such terms in the Transfer Agreement.

            The above-named Co-Agents are hereby notified of the following
Incremental Transfer:

DATE OF TRANSFER:                                       ______________________

TRANSFER PRICE:                                         $_____________________

a) Atlantic Group's Share of the above Transfer Price      $__________________

b) Liberty Street Group's Share of the above Transfer
Price                                                      $__________________

REQUESTED DISCOUNT RATE (IF NOT FUNDED THROUGH          Alternate Base Rate
COMMERCIAL PAPER):                                      [followed by the LIBO
                                                        Rate 3 Business Days
                                                        thereafter]

REQUESTED TRANCHE PERIOD (IF APPLICABLE):

a) Atlantic Group                                       _____________________

b) Liberty Street Group                                 _____________________

            Please credit the Transfer Price in immediately available funds to
the following account:

                                       78

<PAGE>

            [Account Name]
            [Account No.]
            [Bank Name & Address]
            [ABA #]
            Reference:
            Telephone advice to: [Name] @ tel. no. ( )  _______________.

            Please advise [Name] at telephone no. ( ) _________________ not
later than 12:00 noon (New York time) if your Conduit will not be acquiring its
share of this transfer.

            In connection with the Incremental Transfer to be made on the above
listed "Date of Transfer" (the "TRANSFER DATE"), Transferor hereby certifies
that the following statements are true on the date hereof, and will be true on
the Transfer Date (before and after giving effect to the proposed Incremental
Transfer):

            (i) the representations and warranties set forth in Section 5.1 of
      the Transfer Agreement are true and correct in all material respects on
      and as of the Transfer Date as though made on and as of such date;

            (ii) no event has occurred and is continuing, or would result from
      such Incremental Transfer, that will constitute an Amortization Event, and
      no event has occurred and is continuing, or would result from such
      Incremental Transfer, that would constitute a Potential Amortization
      Event; and

            (iii) the Aggregate Invested Amount does not exceed the Transfer
      Limit.

Very truly yours,

FSI RECEIVABLES COMPANY LLC

By:____________________________
Name:
Title:

                                       79

<PAGE>

                                   EXHIBIT III

           TRANSFEROR'S STATE OF ORGANIZATION; CHIEF EXECUTIVE OFFICE;
           LOCATIONS OF RECORDS; FEDERAL EMPLOYER AND ORGANIZATIONAL
                      IDENTIFICATION NUMBERS, PRIOR NAMES

FSI RECEIVABLES COMPANY LLC (FORMERLY FSI RECEIVABLES CORP.)

      -     Jurisdiction of Organization: Delaware

      -     Location of Chief Executive Office:

                  Suite 1404, Nemours Building
                  1007 Orange Street
                  Wilmington, DE  19801

      -     Location of Records: Wilmington, DE

      -     Federal Employer Identification Number: 98-0228623

      -     Organizational Identification Number: None

      -     Legal, Trade and Assumed Names: None

      -     Prior Names: FSI Receivables Corp.

                                       80

<PAGE>

                                   EXHIBIT IV

                 NAMES OF COLLECTION BANKS; COLLECTION ACCOUNTS

                                 As of 12/31/02

<TABLE>
<CAPTION>
Entity                                        Bank            Location        Lockbox #
---------------------------------            ------         ------------      ---------
<S>                                          <C>            <C>               <C>
Fisher Scientific Company L.L.C.             Mellon         Pittsburgh          360153
Fisher Scientific Company L.L.C.             Mellon         Pittsburgh          371743
Fisher Scientific Company L.L.C.             Mellon         Chicago              10119
Fisher Scientific Company L.L.C.             Mellon         Los Angeles          21160

Fisher Hamilton L.L.C.*                      Mellon         Pittsburgh          371926

Cole-Parmer Instrument Co.*                  Mellon         Chicago              10464

Fisher Clinical Services Inc.*               Mellon         Philadelphia          4155
</TABLE>

* = transferred into Buyer's name

                                       81

<PAGE>

                                    EXHIBIT V

                         FORM OF COMPLIANCE CERTIFICATE

To:   The Bank of Nova Scotia, New York Agency, as Liberty Street Agent and
      Administrative Agent and Calyon Bank New York Branch, as Atlantic Agent

            This Compliance Certificate is furnished pursuant to that certain
Amended and Restated Receivables Transfer Agreement dated as of February 4, 2005
among FSI Receivables Company LLC ("TRANSFEROR"), Fisher Scientific
International Inc., as initial Servicer, Liberty Street Funding Corp., Atlantic
Asset Securitization Corp., Calyon Bank New York Branch, individually and as
Atlantic Agent, and The Bank of Nova Scotia, New York Agency, individually, as
Liberty Street Agent and as Administrative Agent (the "AGREEMENT").

            THE UNDERSIGNED HEREBY CERTIFIES THAT:

            1.    I am the duly elected _________________ of Transferor.

            2.    I have reviewed the terms of the Agreement and I have made, or
have caused to be made under my supervision, a detailed review of the
transactions and conditions of Transferor and its Subsidiaries during the
accounting period covered by the attached financial statements.

            3.    The examinations described in paragraph 2 did not disclose,
and I have no knowledge of, the existence of any condition or event which
constitutes an Amortization Event or Potential Amortization Event, as each such
term is defined under the Agreement, during or at the end of the accounting
period covered by the attached financial statements or as of the date of this
Certificate, except as set forth in paragraph 4 below.

            4.    Described below are the exceptions, if any, to paragraph 3 by
listing, in detail, the nature of the condition or event, the period during
which it has existed and the action which Transferor has taken, is taking, or
proposes to take with respect to each such condition or event: ________________

            The foregoing certifications, together with the financial statements
delivered with this Certificate, are made and delivered this ___ day of
______________, 200_.

                                       82

<PAGE>

                                   EXHIBIT VI

                          FORM OF ASSIGNMENT AGREEMENT

            THIS ASSIGNMENT AGREEMENT (this "ASSIGNMENT AGREEMENT") is entered
into as of the ___ day of ____________, ____, by and between
_____________________ ("ASSIGNOR") and __________________ ("ASSIGNEE").

                             PRELIMINARY STATEMENTS

            A.    This Assignment Agreement is being executed and delivered in
accordance with Section 12.1(b) of that certain Amended and Restated Receivables
Transfer Agreement dated as of February 4, 2005 by and among FSI Receivables
Company LLC ("TRANSFEROR"), Fisher Scientific International Inc., as initial
Servicer, Atlantic Asset Securitization Corp., Liberty Street Funding Corp.,
Calyon Bank New York Branch, individually and as Atlantic Agent, The Bank of
Nova Scotia, a Canadian chartered bank acting through its New York Agency,
individually, as Liberty Street Agent and as Administrative Agent (as amended,
modified or restated from time to time, the "TRANSFER AGREEMENT"), and pursuant
to Section ___ of that certain [Liquidity Asset Transfer Agreement] dated as of
_____________, 200_, by and among Conduit (hereinafter defined), its Liquidity
Banks and its Co-Agent (as amended, modified or restated from time to time, the
"LIQUIDITY AGREEMENT"). As used herein, "CONDUIT" means [Atlantic Asset
Securitization Corp./Liberty Street Funding Corp.] and its applicable "CO-AGENT"
is _____________________________. Capitalized terms used and not otherwise
defined herein are used with the meanings set forth or incorporated by reference
in the Transfer Agreement.

            B.    Assignor is a [Atlantic/Liberty Street] Liquidity Bank party
to the Transfer Agreement and the Liquidity Agreement, and Assignee wishes to
become a [Atlantic/Liberty Street] Liquidity Bank thereunder; and

            C.    Assignor is selling and assigning to Assignee an undivided
____________% (the "TRANSFERRED PERCENTAGE") interest in all of Assignor's
rights and obligations under the Transfer Agreement, the Liquidity Agreement and
the other Transaction Documents, including, without limitation, Assignor's
Commitment[, Liquidity/Transfer Commitment] and (if applicable) the Invested
Amount of Assignor's Receivable Interests as set forth herein.

                                    AGREEMENT

            The parties hereto hereby agree as follows:

            1.    The sale, transfer and assignment effected by this Assignment
Agreement shall become effective (the "ASSIGNMENT EFFECTIVE DATE") two (2)
Business Days (or such other date selected by the Administrative Agent in its
sole discretion) following the date on which a notice substantially in the form
of Schedule II to this Assignment Agreement ("EFFECTIVE NOTICE") is delivered by
the applicable Co-Agent to its Conduit, Assignor and Assignee. From and after
the Assignment Effective Date, Assignee shall be a [Atlantic/Liberty Street]
Liquidity

                                       83

<PAGE>

Bank party to the Transfer Agreement and Liquidity Agreement for all purposes
thereof as if Assignee were an original party thereto and Assignee agrees to be
bound by all of the terms and provisions contained therein.

            2.    If Assignor has no outstanding Invested Amount under the
Transfer Agreement or Liquidity Agreement, on the Assignment Effective Date,
Assignor shall be deemed to have hereby transferred and assigned to Assignee,
without recourse, representation or warranty (except as provided in paragraph 6
below), and the Assignee shall be deemed to have hereby irrevocably taken,
received and assumed from Assignor, the Transferred Percentage of Assignor's
Commitment[, Liquidity/Transfer Commitment] and all rights and obligations
associated therewith under the terms of the Transfer Agreement and/or the
Liquidity Agreement, including, without limitation, the Transferred Percentage
of Assignor's future funding obligations under Section 4.1 of the Transfer
Agreement and under the Liquidity Agreement.

            3.    If Assignor has any outstanding Invested Amount under the
Transfer Agreement or the Liquidity Agreement, at or before 12:00 noon, local
time of Assignor, on the Assignment Effective Date Assignee shall pay to
Assignor, in immediately available funds, an amount equal to the sum of (i) the
Transferred Percentage of the outstanding Invested Amount of Assignor's
Receivable Interests (such amount, being hereinafter referred to as the
"ASSIGNEE'S INVESTED AMOUNT"); (ii) all accrued but unpaid (whether or not then
due) Yield attributable to Assignee's Invested Amount; and (iii) accruing but
unpaid fees and other costs and expenses payable in respect of Assignee's
Invested Amount for the period commencing upon each date such unpaid amounts
commence accruing, to and including the Assignment Effective Date (the
"ASSIGNEE'S ACQUISITION COST"); whereupon, Assignor shall be deemed to have
sold, transferred and assigned to Assignee, without recourse, representation or
warranty (except as provided in paragraph 6 below), and Assignee shall be deemed
to have hereby irrevocably taken, received and assumed from Assignor, the
Transferred Percentage of Assignor's Commitment and the Invested Amount of
Assignor's Receivable Interests (if applicable) and all related rights and
obligations under the Transfer Agreement and the Transaction Documents,
including, without limitation, the Transferred Percentage of Assignor's future
funding obligations under Section 4.1 of the Transfer Agreement and under the
Liquidity Agreement.

            4.    Concurrently with the execution and delivery hereof, Assignor
will provide to Assignee copies of all documents requested by Assignee which
were delivered to Assignor pursuant to the Transfer Agreement.

            5.    Each of the parties to this Assignment Agreement agrees that
at any time and from time to time upon the written request of any other party,
it will execute and deliver such further documents and do such further acts and
things as such other party may reasonably request in order to effect the
purposes of this Assignment Agreement.

            6.    By executing and delivering this Assignment Agreement,
Assignor and Assignee confirm to and agree with each other, the applicable
Co-Agent and the [Atlantic/Liberty Street] Liquidity Banks as follows: (a) other
than the representation and warranty that it has not created any Adverse Claim
upon any interest being transferred hereunder, Assignor makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made by any other Person in or in

                                       84

<PAGE>

connection with the Transfer Agreement, the Liquidity Agreement or the other
Transaction Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of Assignee, the Transfer Agreement or any
other instrument or document furnished pursuant thereto or the perfection,
priority, condition, value or sufficiency of any collateral; (b) Assignor makes
no representation or warranty and assumes no responsibility with respect to the
financial condition of Transferor, any Obligor, any Affiliate of Transferor or
the performance or observance by Transferor, any Obligor, any Affiliate of
Transferor of any of their respective obligations under the Transaction
Documents or any other instrument or document furnished pursuant thereto or in
connection therewith; (c) Assignee confirms that it has received a copy of the
Transfer Agreement, the Liquidity Agreement, and copies of such other
Transaction Documents, and other documents and information as it has requested
and deemed appropriate to make its own credit analysis and decision to enter
into this Assignment Agreement; (d) Assignee will, independently and without
reliance upon any Agent, any Transferee, Transferor or any other Liquidity Bank
or Transferee and based on such 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 the Transfer Agreement, the Liquidity Agreement and the
other Transaction Documents; (e) Assignee appoints and authorizes the
Administrative Agent and the applicable Co-Agent to take such action as agent on
its behalf and to exercise such powers under the Transaction Documents as are
delegated to such Agents by the terms thereof, together with such powers as are
reasonably incidental thereto; and (f) Assignee agrees that it will perform in
accordance with their terms all of the obligations which, by the terms of the
Transfer Agreement, the Liquidity Agreement and the other Transaction Documents,
are required to be performed by it as a Liquidity Bank or, when applicable, as a
Transferee.

            7.    Each party hereto represents and warrants to and agrees with
the Agents that it is aware of and will comply with and be bound by the
provisions of the Liquidity Agreement and the Transfer Agreement, including,
without limitation, Sections 4.1, 12.1 and 13.6 of the Transfer Agreement.

            8.    Schedule I hereto sets forth the revised Commitment [and
Liquidity/Transfer Commitment] of Assignor and the Commitment [and
Liquidity/Transfer Commitment] of Assignee, as well as administrative
information with respect to Assignee.

            9.    THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

            10.   Assignee hereby covenants and agrees that, prior to the date
which is one year and one day after the payment in full of all senior
indebtedness for borrowed money of Conduit, it will not institute against, or
join any other Person in instituting against, Conduit any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
similar proceeding under the laws of the United States or any state of the
United States.

                                       85

<PAGE>

            IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be executed by their respective duly authorized officers of the
date hereof.

                                   [ASSIGNOR]

                                   By: _________________________
                                   Title:

                                   [ASSIGNEE]

                                   By: __________________________
                                   Title:

                                       86

<PAGE>

                       SCHEDULE I TO ASSIGNMENT AGREEMENT

                       LIST OF LENDING OFFICES, ADDRESSES
                       FOR NOTICES AND COMMITMENT AMOUNTS

DATE: _____________, ______
TRANSFERRED PERCENTAGE: ____________%
LIQUIDITY TERMINATION DATE: ______________

<TABLE>
<CAPTION>
                     A-1                      A-2                  B-1                B-2
             -------------------     --------------------    ---------------   ----------------
ASSIGNOR         COMMITMENT/             COMMITMENT/
                 [LIQUIDITY/             [LIQUIDITY/
                  TRANSFER]               TRANSFER]
              COMMITMENT (PRIOR       COMMITMENT (AFTER
             TO GIVING EFFECT TO     GIVING EFFECT TO THE      OUTSTANDING     RATABLE SHARE OF
               THE ASSIGNMENT             ASSIGNMENT         INVESTED AMOUNT      OUTSTANDING
                 AGREEMENT)               AGREEMENT)            (IF ANY)        INVESTED AMOUNT
<S>          <C>                     <C>                     <C>               <C>
</TABLE>

<TABLE>
<CAPTION>
                                              A-2                  B-1                B-2
                                     --------------------    ---------------   ----------------
ASSIGNEE                                 COMMITMENT/
                                         [LIQUIDITY/
                                          TRANSFER]
                                      COMMITMENT (AFTER
                                     GIVING EFFECT TO THE      OUTSTANDING     RATABLE SHARE OF
                                          ASSIGNMENT         INVESTED AMOUNT      OUTSTANDING
                                          AGREEMENT)            (IF ANY)        INVESTED AMOUNT
<S>                                  <C>                     <C>               <C>
</TABLE>

ADDRESS FOR NOTICES
___________________
___________________
Attention:
Phone:
Fax:

                                       87

<PAGE>

                       SCHEDULE II TO ASSIGNMENT AGREEMENT

                                EFFECTIVE NOTICE

TO:   ________________________, Assignor
      ________________________
      ________________________
      ________________________

TO:   ________________________, Assignee
      ________________________
      ________________________
      ________________________

            The undersigned, as the applicable Co-Agent under the Amended and
Restated Receivables Transfer Agreement dated as of February 4, 2005 by and
among FSI Receivables Company LLC ("TRANSFEROR"), Fisher Scientific
International Inc., as initial Servicer, Liberty Street Funding Corp., Atlantic
Asset Securitization Corp., Calyon New York Branch, individually and as Atlantic
Agent, and The Bank of Nova Scotia, a Canadian chartered bank acting through its
New York Agency, individually, as Liberty Street Agent and as Administrative
Agent, hereby acknowledges receipt of executed counterparts of a completed
Assignment Agreement dated as of ____________, ____ between __________________,
as Assignor, and __________________, as Assignee. Terms defined in such
Assignment Agreement are used herein as therein defined.

            1.    Pursuant to such Assignment Agreement, you are advised that
the Assignment Effective Date will be ______________, ____.

            2.    [Atlantic/Liberty Street] hereby consents to the Assignment
Agreement as required by Section 12.1(b) of the Transfer Agreement [and Section
___ of the Liquidity Agreement].

            [3.   Pursuant to such Assignment Agreement, the Assignee is
required to pay $____________ to Assignor at or before 12:00 noon (local time of
Assignor) on the Assignment Effective Date in immediately available funds.]

                                Very truly yours,

                                __________________________________
                                as [Atlantic/Liberty Street] Agent

                                By: ______________________________
                                Title:____________________________

                                       88

<PAGE>

                                [ATLANTIC ASSET SECURITIZATION
                                CORP./LIBERTY STREET FUNDING CORP.]

                                By: ______________________________
                                Authorized Signatory

THE FOREGOING ASSIGNMENT IS HEREBY CONSENTED TO:

[FSI RECEIVABLES COMPANY LLC](1)

By: ____________________________________________
Name:
Title:

[INSERT NAME OF APPLICABLE CONDUIT]

By: ____________________________________________
Name:
Title:

----------
(1) Delete if Transferor does not have consent rights under Section 12.1 due to
    the existence of an Amortization Event

                                       89

<PAGE>

                                   EXHIBIT VII

                          CREDIT AND COLLECTION POLICY

                 SEE EXHIBIT V TO RECEIVABLES PURCHASE AGREEMENT

                                       90

<PAGE>

                                  EXHIBIT VIII

                        [FORM OF] PERFORMANCE UNDERTAKING

            THIS PERFORMANCE UNDERTAKING (this "UNDERTAKING"), dated as of
February 14, 2003, is executed by Fisher Scientific International Inc., a
Delaware corporation (the "PERFORMANCE GUARANTOR"), in favor of FSI Receivables
Company LLC, a Delaware limited liability company (the "SPV"), and its assigns
(collectively, together with their respective successors and assigns,
"RECIPIENT").

                                    RECITALS

            1.    Performance Guarantor, in its capacity as Originator Agent,
Cole-Parmer Instrument Company, an Illinois corporation, Fisher Clinical
Services Inc., a Pennsylvania corporation, Fisher Hamilton L.L.C., a Delaware
limited liability company, and Fisher Scientific Company L.L.C., a Delaware
limited liability company (each of the foregoing other than Performance
Guarantor, together with each other Subsidiary of Performance Guarantor that
hereafter becomes an "Originator" under the Purchase Agreement hereinafter
described, a "SUBSIDIARY ORIGINATOR" and collectively, the "SUBSIDIARY
ORIGINATORS"), and the SPV, are parties to an Amended and Restated Receivables
Purchase Agreement, dated as of February 14, 2003 (as further amended, restated
or otherwise modified from time to time, the "PURCHASE AGREEMENT"), pursuant to
which each of the Subsidiary Originators, subject to the terms and conditions
contained therein, plans to sell its right, title and interest in its
Receivables and Related Security (each, as therein defined) to SPV.

            2.    Performance Guarantor owns, directly or indirectly, 100% of
the Equity Interests of each of the Subsidiary Originators, and each of the
Subsidiary Originators -- and, accordingly, Performance Guarantor -- is expected
to receive substantial benefits from its sale or contribution of Receivables and
Related Security to the SPV pursuant to the Purchase Agreement (which benefits
are hereby acknowledged by Performance Guarantor).

            3.    As an inducement to Recipient to acquire the Subsidiary
Originators' Receivables and Related Security pursuant to the Purchase
Agreement, Performance Guarantor has agreed to guaranty the due and punctual
performance by each of the Subsidiary Originators of its obligations under the
Purchase Agreement.

                                    AGREEMENT

            NOW, THEREFORE, Performance Guarantor hereby agrees as follows:

            Section 1. Definitions. Unless otherwise defined herein, capitalized
terms used in this Undertaking shall have the meanings assigned to such terms in
the Purchase Agreement or the Transfer Agreement referred to therein, as
applicable. In addition:

            "GUARANTEED OBLIGATIONS" means, collectively, all covenants,
agreements, terms, conditions and indemnities to be performed and observed by
any of the Subsidiary Originators under the Purchase Agreement and each other
document

                                       91
<PAGE>
      executed and delivered by such Subsidiary Originator pursuant thereto,
      including, without limitation, the due and punctual payment of all sums
      which are or may become due and owing by such Subsidiary Originator under
      the Purchase Agreement, whether for fees, expenses (including counsel
      fees), indemnified amounts or otherwise, whether upon any termination or
      for any other reason and whether such Subsidiary Originator is an initial
      party to the Purchase Agreement or is hereafter added as an Originator
      thereunder by means of a Joinder Agreement or an amendment.

            Section 2. Guaranty of Performance of Guaranteed Obligations.
Performance Guarantor hereby guarantees to Recipient, the full and punctual
payment and performance by each of the Subsidiary Originators of its Guaranteed
Obligations. This Undertaking is an absolute, unconditional and continuing
guaranty of the full and punctual performance of all Guaranteed Obligations and
is in no way conditioned upon any requirement that Recipient first attempt to
collect any amounts owing from any Subsidiary Originator under the Guaranteed
Obligations or from any other Person or resort to any collateral security, any
credit on the books of Recipient in favor of any Subsidiary Originator or any
other Person or other means of obtaining payment or performance. Should any
Subsidiary Originator default in the payment or performance of any of its
Guaranteed Obligations, Recipient may demand the immediate performance by
Performance Guarantor of the Guaranteed Obligations, whereupon the Guaranteed
Obligations will become forthwith due to Recipient, without additional demand or
notice of any nature (other than as expressly provided herein), all of which are
hereby expressly waived by Performance Guarantor. Notwithstanding the foregoing,
this Undertaking is not a guarantee of the collection of any of the Receivables
and Performance Guarantor shall not be responsible for any Guaranteed
Obligations to the extent the failure to perform such Guaranteed Obligations by
any of the Subsidiary Originators results from Receivables being uncollectible
on account of the insolvency, bankruptcy or lack of creditworthiness of the
related Obligor; provided that nothing herein shall relieve any Subsidiary
Originator from performing in full its Guaranteed Obligations under the Purchase
Agreement or Performance Guarantor of its undertaking hereunder with respect to
the full performance of such duties.

            Section 3. Performance Guarantor's Further Agreements to Pay.
Performance Guarantor further agrees, as the principal obligor and not as a
guarantor only, to pay to Recipient, forthwith upon demand in funds immediately
available to Recipient, all reasonable costs and expenses (including court costs
and reasonable legal expenses) incurred or expended by Recipient in connection
with the Guaranteed Obligations, this Undertaking and the enforcement thereof,
together with interest on amounts recoverable under this Undertaking from the
time when such amounts become due until payment, at a rate of interest (computed
for the actual number of days elapsed based on a 360 day year) equal to the
Prime Rate plus 2% per annum, such rate of interest changing when and as the
Prime Rate changes.

            Section 4. Waivers by Performance Guarantor. Performance Guarantor
waives notice of acceptance of this Undertaking, notice of the addition of any
Subsidiary Originator as an additional Originator under the Purchase Agreement,
notice of the removal of any Subsidiary Originator as an Originator under the
Purchase Agreement, notice of any action taken or omitted by Recipient in
reliance on this Undertaking, and any requirement that Recipient be diligent or
prompt in making demands under this Undertaking, giving notice of any
Termination Event,

                                       92

<PAGE>

Amortization Event, other default or omission by any Subsidiary Originator or
asserting any other rights of Recipient under this Undertaking. Performance
Guarantor warrants that it has adequate means to obtain from each of the
Subsidiary Originators, on a continuing basis, information concerning the
financial condition of any of the Subsidiary Originators, and that it is not
relying on Recipient to provide such information, now or in the future.
Performance Guarantor also irrevocably waives to the extent permitted by
applicable law all defenses (i) that at any time may be available in respect of
the Guaranteed Obligations by virtue of any statute of limitations, valuation,
stay, moratorium law or other similar law now or hereafter in effect or (ii)
that arise under the law of suretyship, including impairment of collateral.
Recipient shall be at liberty, without giving notice to or obtaining the assent
of Performance Guarantor and without relieving Performance Guarantor of any
liability under this Undertaking, to deal with each of the Subsidiary
Originators and with each other party who now is or after the date hereof
becomes liable in any manner for any of the Guaranteed Obligations, in such
manner as Recipient in its sole discretion deems fit, and to this end
Performance Guarantor agrees that the validity and enforceability of this
Undertaking, including without limitation, the provisions of Section 7 hereof,
shall not be impaired or affected by any of the following: (a) any extension,
modification or renewal of, or indulgence with respect to, or substitutions for,
the Guaranteed Obligations or any part thereof or any agreement relating thereto
at any time; (b) any failure or omission to enforce any right, power or remedy
with respect to the Guaranteed Obligations or any part thereof or any agreement
relating thereto, or any collateral securing the Guaranteed Obligations or any
part thereof; (c) any waiver of any right, power or remedy or of any Termination
Event, Amortization Event, or default with respect to the Guaranteed Obligations
or any part thereof or any agreement relating thereto; (d) any release,
surrender, compromise, settlement, waiver, subordination or modification, with
or without consideration, of any other obligation of any person or entity with
respect to the Guaranteed Obligations or any part thereof; (e) the
enforceability or validity of the Guaranteed Obligations or any part thereof or
the genuineness, enforceability or validity of any agreement relating thereto or
with respect to the Guaranteed Obligations or any part thereof; (f) the
application of payments received from any source to the payment of any payment
obligations of any Subsidiary Originator or any part thereof or amounts which
are not covered by this Undertaking even though Recipient might lawfully have
elected to apply such payments to any part or all of the payment obligations of
any Subsidiary Originator or to amounts which are not covered by this
Undertaking; (g) the existence of any claim, setoff or other rights which
Performance Guarantor may have at any time against any Subsidiary Originator in
connection herewith or any unrelated transaction; (h) any assignment or transfer
of the Guaranteed Obligations or any part thereof as permitted pursuant to the
Transfer Agreement; or (i) any addition of Originators to the Purchase Agreement
by means of a Joinder Agreement or amendment; (j) any failure on the part of any
Subsidiary Originator to perform or comply with any term of the Transaction
Documents or any other document executed in connection therewith or delivered
thereunder, all whether or not Performance Guarantor shall have had notice or
knowledge of any act or omission referred to in the foregoing clauses (a)
through (j) of this Section 4.

            Section 5. Unenforceability of Guaranteed Obligations Against the
Applicable Subsidiary Originator. Notwithstanding (a) any change of ownership of
any Subsidiary Originator or the insolvency, bankruptcy or any other change in
the legal status of any Subsidiary Originator; (b) the change in or the
imposition of any law, decree, regulation or other governmental act which does
or might impair, delay or in any way affect the validity,

                                       93

<PAGE>

enforceability or the payment when due of the Guaranteed Obligations; (c) the
failure of any Subsidiary Originator or Performance Guarantor to maintain in
full force, validity or effect or to obtain or renew when required all
governmental and other approvals, licenses or consents required in connection
with the Guaranteed Obligations or this Undertaking, or to take any other action
required in connection with the performance of all obligations pursuant to the
Guaranteed Obligations or this Undertaking; or (d) if any of the moneys included
in the Guaranteed Obligations have become irrecoverable from any Subsidiary
Originator for any other reason other than final payment in full of the payment
Obligations in accordance with their terms, this Undertaking shall nevertheless
be binding on Performance Guarantor. This Undertaking shall be in addition to
any other guaranty or other security for the Guaranteed Obligations, and it
shall not be rendered unenforceable by the invalidity of any such other guaranty
or security. In the event that acceleration of the time for payment of any of
the Guaranteed Obligations is stayed upon the insolvency, bankruptcy or
reorganization of any Subsidiary Originator or for any other reason with respect
to any Subsidiary Originator, all such amounts then due and owing with respect
to the Guaranteed Obligations under the terms of the Purchase Agreement, or any
other agreement evidencing, securing or otherwise executed in connection with
the Guaranteed Obligations, shall be immediately due and payable by Performance
Guarantor.

            Section 6. Representations and Warranties. Performance Guarantor
hereby represents and warrants to Recipient that:

            (a) Authorization, Execution and Delivery; Binding Effect. The
      execution and delivery by Performance Guarantor of this Undertaking, and
      the performance of its obligations hereunder, are within its corporate
      powers and authority and have been duly authorized by all necessary
      corporate action on its part. This Undertaking has been duly executed and
      delivered by Performance Guarantor. This Undertaking constitutes the
      legal, valid and binding obligation of Performance Guarantor enforceable
      against Performance Guarantor in accordance with its terms, except as such
      enforcement may be limited by applicable bankruptcy, insolvency,
      reorganization or other similar laws relating to or limiting creditors'
      rights generally and by general principles of equity (regardless of
      whether enforcement is sought in a proceeding in equity or at law).

            (b) No Conflict; Government Consent. The execution and delivery by
      Performance Guarantor of this Undertaking, and the performance of its
      obligations hereunder do not contravene or violate (i) its certificate or
      articles of incorporation or by-laws, (ii) any law, rule or regulation
      applicable to it, (iii) any restrictions under any agreement, contract or
      instrument to which it is a party or by which it or any of its property is
      bound, or (iv) any order, writ, judgment, award, injunction or decree
      binding on or affecting it or its property, and do not result in the
      creation or imposition of any Adverse Claim on assets of Performance
      Guarantor or its Subsidiaries (except as created hereunder) except, in any
      case, where such contravention or violation could not reasonably be
      expected to have a Material Adverse Effect.

            Section 7. Subrogation. Notwithstanding anything to the contrary
contained herein, until the Guaranteed Obligations are paid in full Performance
Guarantor: (a) will not

                                       94

<PAGE>

enforce or otherwise exercise any right of subrogation to any of the rights of
the SPV, any of the Agents or any of the Transferees against any of the
Subsidiary Originators, (b) will not claim any setoff, recoupment or
counterclaim against any of the Subsidiary Originators in respect of any
liability of Performance Guarantor to such Subsidiary Originator or, after the
occurrence of any default in the payment or performance of any of the Guaranteed
Obligations, demand, sue for or otherwise attempt to collect on any indebtedness
of any of the Subsidiary Originators now or hereafter owed to Performance
Guarantor and (c) waives any benefit of and any right to participate in any
Receivables or Related Security in which Recipient has an interest. The
provisions of this Section 7 shall be supplemental to and not in derogation of
any rights and remedies of Recipient under any separate subordination agreement
which Recipient may at any time and from time to time enter into with
Performance Guarantor.

            Section 8. Termination of Performance Undertaking. Performance
Guarantor's obligations hereunder shall continue in full force and effect until
all Aggregate Unpaids are finally paid and satisfied in full and the Transfer
Agreement is terminated, PROVIDED THAT this Undertaking shall continue to be
effective or shall be reinstated, as the case may be, if at any time payment or
other satisfaction of any of the Guaranteed Obligations is rescinded or must
otherwise be restored or returned upon the bankruptcy, insolvency, or
reorganization of any of the Subsidiary Originators or otherwise, as though such
payment had not been made or other satisfaction occurred, whether or not
Recipient is in possession of this Undertaking. No invalidity, irregularity or
unenforceability by reason of the federal bankruptcy code or any insolvency or
other similar law, or any law or order of any government or agency thereof
purporting to reduce, amend or otherwise affect the Guaranteed Obligations shall
impair, affect, be a defense to or claim against the obligations of Performance
Guarantor under this Undertaking.

            Section 9. Effect of Bankruptcy. This Performance Undertaking shall
survive the insolvency of each Subsidiary Originator and the commencement of any
case or proceeding by or against any Subsidiary Originator under the federal
bankruptcy code or other federal, state or other applicable bankruptcy,
insolvency or reorganization statutes. No automatic stay under the federal
bankruptcy code with respect to any Subsidiary Originator or other federal,
state or other applicable bankruptcy, insolvency or reorganization statutes to
which any Subsidiary Originator is subject shall postpone the obligations of
Performance Guarantor under this Undertaking.

            Section 10. Setoff. Regardless of the other means of obtaining
payment of any of the Guaranteed Obligations, Recipient is hereby authorized at
any time and from time to time after the occurrence and during the continuation
of a Termination Event or an Amortization Event, to the fullest extent permitted
by law, to set off and apply any deposits and other sums against the obligations
of Performance Guarantor due and owing under this Undertaking.

            Section 11. Taxes. All payments to be made by Performance Guarantor
hereunder shall be made free and clear of and without deduction for any and all
current or future taxes, levies, imposts, deductions, charges or withholdings,
and all liabilities with respect thereto, except as required by law. If
Performance Guarantor shall be required to deduct or withhold any taxes from or
in respect of any sum payable hereunder to Recipient: (A) the sum payable shall
be increased by the amount necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section 11) Recipient shall receive

                                       95

<PAGE>

an amount equal to the sum it would have received had no such deductions been
made, (B) Performance Guarantor shall make such deductions and (C) Performance
Guarantor shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

            Section 12. Further Assurances. Performance Guarantor agrees to do
all such things and execute all such documents as Recipient may reasonably
consider necessary or in the Recipient's reasonable judgment desirable to give
full effect to this Undertaking and to perfect and preserve the rights and
powers of Recipient hereunder.

            Section 13. Successors and Assigns. This Performance Undertaking
shall be binding upon Performance Guarantor, its successors and permitted
assigns, and shall inure to the benefit of and be enforceable by Recipient.
Without limiting the generality of the foregoing sentence, the SPV may pledge or
assign, and hereby notifies Performance Guarantor that it has pledged and
assigned, this Performance Undertaking to the Administrative Agent, for the
benefit of the Transferees, as security for the Aggregate Unpaids under the
Transfer Agreement, and Performance Guarantor hereby acknowledges that the
Administrative Agent, may enforce this Performance Undertaking, on behalf of the
SPV, with the same force and effect as though the Administrative Agent were the
originally-named Recipient hereunder. Performance Guarantor may not assign or
transfer any of its obligations hereunder without the prior written consent of
the SPV and each of the Agents.

            Section 14. Amendments and Waivers. No amendment or waiver of any
provision of this Undertaking nor consent to any departure by Performance
Guarantor therefrom shall be effective unless the same shall be in writing and
signed by Recipient, each of the Agents and Performance Guarantor. No failure on
the part of Recipient to exercise, and no delay in exercising, any right
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any right hereunder preclude any other or further exercise thereof
or the exercise of any other right.

            Section 15. Notices. All notices and other communications provided
for hereunder shall be made in writing and shall be addressed as follows: if to
Performance Guarantor, at the Originator Agent's address set forth beneath its
signature to the Purchase Agreement, and if to Recipient, at the addresses set
forth beneath its signature to the Transfer Agreement, or at such other
addresses as each of Performance Guarantor or any Recipient may designate in
writing to the other. Each such notice or other communication shall be effective
(1) if given by telecopy, upon the receipt thereof, (2) if given by mail, three
(3) Business Days after the time such communication is deposited in the mail
with first class postage prepaid or (3) if given by any other means, when
received at the address specified in this Section 15.

            Section 16. GOVERNING LAW. THIS UNDERTAKING SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, without regard
to the principles of conflicts of laws thereof OTHER THAN SECTION 5-1401 ET SEQ.
OF THE GENERAL OBLIGATIONS LAW.

            Section 17. Miscellaneous. This Undertaking constitutes the entire
agreement of Performance Guarantor with respect to the matters set forth herein.
The rights and remedies

                                       96
<PAGE>

herein provided are cumulative and not exclusive of any remedies provided by law
or any other agreement, and this Undertaking shall be in addition to any other
guaranty of or collateral security for any of the Guaranteed Obligations. The
provisions of this Undertaking are severable, and in any action or proceeding
involving any state corporate law, or any state or federal bankruptcy,
insolvency, reorganization or other law affecting the rights of creditors
generally, if the obligations of Performance Guarantor hereunder would otherwise
be held or determined to be avoidable, invalid or unenforceable on account of
the amount of Performance Guarantor's liability under this Undertaking, then,
notwithstanding any other provision of this Undertaking to the contrary, the
amount of such liability shall, without any further action by Performance
Guarantor or Recipient, be automatically limited and reduced to the highest
amount that is valid and enforceable as determined in such action or proceeding.
Any provisions of this Undertaking 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. Unless otherwise specified, references herein to "SECTION"
shall mean a reference to sections of this Undertaking.

            IN WITNESS WHEREOF, Performance Guarantor has caused this
Undertaking to be executed and delivered as of the date first above written.

                                     FISHER SCIENTIFIC INTERNATIONAL INC.

                                     By: _______________________________
                                     Name: _____________________________
                                     Title: ____________________________

                                       97
<PAGE>

                                   EXHIBIT IX

                            FORM OF SETTLEMENT REPORT

                                   [ATTACHED]

                                       98
<PAGE>

                         FSI Receivables Company L.L.C.
                              For the Month Ended:
                                    12/31/02
                                    (Page 1)
                                      ($)

I.    Portfolio Information

<TABLE>
<S>                                                         <C>          <C>
1.    Beginning of Month Balance: (Total A/R Outstanding)                 $  304,416

2.    Gross Sales (Domestic & Foreign):                                   $  220,343

3.    Deduct:

                          a. Total Collections:                           $  232,483

                          b. Dilution                                     $    4,761

                          c. Write Offs                                   $      411

                          d. Payments to Customers                        $        0

4.
   a. Calculated Ending A/R Balance [(1) + (2) - (3 a,b,c,d,e,) + (3f)]:  $  287,105

   b. Reported Ending A/R Balance                                         $  324,298

   c. Difference (If any)                                                ($   37,193)

   d. Reconciling Items                                                   $   41,130
        Difference (If any)                                               $    3,938

5. Deduct:

                          a. Defaulted Receivables          $   27,608

                          b. Cross-Aged                     $   14,628

                          c. Contras                        $    1,353

                          d. Customer Deductions            $    2,319

                          e. Disputed Receivables           $    1,530

                          f. Term > 90 Days                 $      201

                          g. Unapplied Cash & Credits       $   15,714

                          h. Foreign Receivables            $    8,516

                          i. Intecompany Receivables        $    2,459

                          j. Payments to Customers          $        0

                          k. Total Ineligibles                            $   74,329

6. Eligible Receivables [(4 b) - (5.c.)]:                                 $  249,969

7. Deduct: Excess Concentration:                                          $    2,747
   Deduct: Excess Federal Government:                                     $      406
   Deduct: Accrued Volume Rebates                                         $       81

8. Net Pool Balance [(6) -(7)]:                                           $  246,736
</TABLE>

<TABLE>
<CAPTION>
                  AGING          CURRENT              ONE MONTH    TWO MONTHS      THREE MONTHS
9.              SCHEDULE:         MONTH        %        PRIOR        PRIOR            PRIOR
--              ---------        -------       -      ---------    ----------      ------------
<S>  <C>                        <C>         <C>       <C>          <C>             <C>
a.      0-30 Days Past Invoice  $ 184,754    56.97%   $ 210,238    $  218,416      $    203,144
b.     31-60 Days Past Invoice  $  73,195    22.57%   $  76,220    $   71,238      $     83,526
c.     61-90 Days Past Invoice  $  24,616     7.59%   $  22,834    $   22,754      $     25,828
d.    91-120 Days Past Invoice  $  13,281     4.10%   $  11,674    $   11,760      $     11,745
e.   121-150 Days Past Invoice  $   6,673     2.06%   $   6,241    $    6,648      $      5,820
f.   151-180 Days Past Invoice  $   4,195     1.29%   $   4,436    $    3,834      $      5,483
g.      181+ Days Past Invoice  $  17,582     5.42%   $  20,780    $   23,062      $     23,049
                                ---------   ------    ---------    ----------      ------------
h.      Total:                  $ 324,296   100.00%   $ 352,425    $  357,712      $    358,597
                                ---------   ------    ---------    ----------      ------------
</TABLE>

                                       99
<PAGE>

                         FSI Receivables Company L.L.C.
                              For the Month Ended:
                                    12/31/02
                                    (Page 2)
                                      ($)

II. Calculations Reflecting Current Activity

<TABLE>
<S>                                                               <C>
10. CP Proceeds Outstanding                                       $        0
11. Required Reserve %                                            $    22.88%
12. Required Reserve [(8) X (11)]:                                $   56,452
13. Funding Availability [(8) - (12)]:                            $  190,284
</TABLE>

III. Compliance

<TABLE>
<S>                                             <C>                     <C>
14. Asset Interest [(10) + (12) / (8)] < 100%:  In Compliance           22.9%

15. 3M Avg. Delinquency Ratio                   In Compliance           2.19%

16. 3M Avg. Default Ratio                       In Compliance           1.75%

17. 3M Avg. Dilution Ratio                      In Compliance           2.20%

18. Facility Limit [(13)<= $225,000             In Compliance
</TABLE>

                                      100
<PAGE>

                                    EXHIBIT X

                        FORM OF INTERIM SETTLEMENT REPORT

                              [SAME AS EXHIBIT IX]

                                       101
<PAGE>

                                   SCHEDULE A

                       COMMITMENTS OF THE LIQUIDITY BANKS

                    LIQUIDITY BANK             COMMITMENT
                     Scotiabank                $112,500,000
                      Calyon                   $112,500,000

                                      102
<PAGE>

                                   SCHEDULE B

              DOCUMENTS TO BE DELIVERED TO THE ADMINISTRATIVE AGENT

                       ON OR PRIOR TO THE RESTATEMENT DATE

            1. Assignment of Existing Agreement duly executed by Wachovia, Blue
Ridge and each of the parties hereto.

            2. Reaffirmation of Performance Undertaking, duly executed by the
Performance Guarantor.

            3. Executed copies of this Agreement, duly executed by the parties
hereto.

            4. Copy of the Resolutions of the Board of Directors of each
Transferor Party and Originator certified by its Secretary, authorizing such
Person's execution, delivery and performance of the Transaction Documents to
which it is a party

            5. If any change has occurred since the date of the Existing
Agreement, copies of each Transferor Party's and Originator's publicly filed
Organic Documents certified by the Secretary of State of its jurisdiction of
organization on or within thirty (30) days prior to the date of this Agreement.

            6. Good Standing Certificate for each Transferor Party and
Originator issued by the Secretary of State of its state of incorporation.

            7. A certificate of the Assistant Secretary of each Transferor Party
and Performance Guarantor certifying (i) the names and signatures of the
officers authorized on its behalf to execute this Agreement and any other
documents to be delivered by it hereunder and (ii) if any change has occurred
since the date of the Existing Agreement, a copy of such Person's Organic
Documents that are not publicly filed.

            8. Financing statement amendments, to be filed under the UCC,
reflecting the change in the Administrative Agent's name and address.

            9. Amendments to or accepted notices of assignment of each of the
Collection Account Agreements reflecting the name and address of the new
Administrative Agent.

            10. Unless the existing opinions permit reliance by Calyon and
Atlantic, reliance letters in favor of Calyon and Atlantic in favor of each of
the Transferees and Agents with respect to opinions of legal counsel for the
Transferor Parties and Originators.

            11. If requested by any Conduit or its Co-Agent, a favorable opinion
of legal counsel for each Liquidity Bank in such Conduit's Group, reasonably
acceptable to such Co-Agent which addresses due authorization, execution and
enforceability against such Liquidity Bank of the applicable Liquidity
Agreement.

                                       103
<PAGE>

            12. A Compliance Certificate.

            13. The Fee Letters

            14. The Liquidity Agreements.

            15. A Settlement Report as at December 31, 2004.

            16. For each Transferee who is a "United States person" within the
meaning of Section 7701(a)(30) of the Tax Code, two duly completed copies of the
Internal Revenue Service Form W-9, one of which copies will be provided to
Transferor. For each Transferee and Agent who is not a "United States person"
within the meaning of Section 7701(a)(30) of the Tax Code and that is receiving
payments directly from Transferor or any of its Affiliates under the Transaction
Documents, two duly completed copies of Internal Revenue Service Form W-8BEN or
W-8ECI, as applicable, certifying in either case that such Transferee or Agent
is entitled to receive payments under the Agreement and/or any of the other
Transaction Documents without deduction or withholding of any United States
federal income taxes, one of which copies will be provided to Transferor.

            18. Letters from each of the rating agencies that rate either
Conduit's Commercial Paper confirming that the transaction contemplated hereby
will not change the ratings of such Commercial Paper.

                                      104