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                                                                   Exhibit 4.0.1


                                 Berkadia LLC
                               1440 Kiewit Plaza
                             Omaha, Nebraska 68131

                                  May 2, 2001


The FINOVA Group Inc.
FINOVA Capital Corporation
4800 North Scottsdale Road
Scottsdale, Arizona 85251-7623

Ladies and Gentlemen:

          Pursuant to and as contemplated by the commitment letter (the
"Commitment Letter") dated as of February 26, 2001 by and among Berkadia LLC,
Berkshire Hathaway Inc., Leucadia National Corporation, The FINOVA Group Inc.
("FNV") and FINOVA Capital Corporation ("Borrower"), we hereby confirm that the
attached Senior Secured Credit Facility term sheet and Summary of Terms of New
Senior Notes (the "Term Sheets") are acceptable to Berkshire and Leucadia to be
included as part of the plans of reorganization filed by FNV, Borrower and their
subsidiaries (together, the "Debtors") that have filed petitions for
reorganization under Chapter 11 of the United States Bankruptcy Code with the
United States Bankruptcy Court for the District of Delaware (the "Court").  We
and you agree that:

          (i)  the Term Sheets shall replace Annex I and Exhibit A to Annex I to
the Commitment Letter, respectively, effective upon the earlier to occur of (a)
the approval of the Commitment Letter and the Term Sheets by the Court, or (b)
the effective date of plans of reorganization of the Debtors that satisfy and
incorporate the terms and conditions set forth in the Commitment Letter and the
Term Sheets, and

          (ii) this letter and the Term Sheets do not amend or modify the
Commitment Letter in any respect unless and until the occurrence of either of
the events described in clause (a) or (b) of paragraph (i).

                              Very truly yours,

                              BERKADIA LLC

                              By: /s/ Marc D. Hamburg
                              Name:   Marc D. Hamburg
                              Title:  Manager
<PAGE>

                                   BERKSHIRE HATHAWAY INC.

                                   By: /s/ Marc D. Hamburg
                                   Name:   Marc D. Hamburg
                                   Title:  Vice President


                                   LEUCADIA NATIONAL CORPORATION
                                   By: /s/ Joseph A. Orlando
                                   Name:   Joseph A. Orlando
                                   Title:  Vice President


Acknowledged and Agreed
this 2nd day of May, 2001


THE FINOVA GROUP INC.

By: /s/ William J. Hallinan
Name: William J. Hallinan
Title: President & CEO


FINOVA CAPITAL CORPORATION

By: /s/ William J. Hallinan
Name: William J. Hallinan
Title: President & CEO

                                       2
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                 $6,000,000,000 SENIOR SECURED CREDIT FACILITY

                        Summary of Terms And Conditions

This Summary of Terms and Conditions outlines certain terms of the Facility
referred to in the Commitment Letter dated February 26, 2001 among The FINOVA
Group Inc. ("FNV"), FINOVA Capital Corporation (the "Company" or the
"Borrower"), Lender, Berkshire and Leucadia (the "Commitment Letter").  This
Summary of Terms and Conditions is part of and subject to the Commitment Letter.
Certain capitalized terms used herein are defined in the Commitment Letter.

Borrower:                The Company.

Guarantors:              FNV and all of FNV's direct and indirect subsidiaries
                         other than (i) the Company and (ii) any special purpose
                         subsidiary that is contractually prohibited (as of
                         February 26, 2001) from acting as a guarantor (the
                         "Guarantors").

Lender:                  Berkadia LLC ("Lender").

The Facility:            A five-year amortizing term loan made to the Borrower
                         in a single drawing on the Closing Date in a principal
                         amount of $6,000,000,000 (the "Term Loan"), mandatorily
                         prepayable with cash flows as set forth under
                         "Prepayments."

                         The final maturity date for the Term Loan will be five
                         years from the Closing Date.

Closing Date:            On or before August 31, 2001.

Purpose:                 Proceeds of the Term Loan will be used solely to repay
                         a portion of the pre-petition debt of the Company and
                         its subsidiaries in accordance with the Plan.

Interest:                The Term Loan will bear interest at the greater of the
                         following rates:

                         (i)  the current LIBO rate (for a period not to exceed
                         six months and to be determined prior to execution of
                         the loan documentation) as quoted by Telerate Page
                         3750, adjusted for reserve requirements, if any,
                         applicable to Lender's source of funds and subject to
                         customary change of circumstance provisions and reserve
                         requirements applicable to Lender and Lender's provider
                         of funds (the "LIBO Rate"), plus 3% per annum; and

                         (ii) 9% per annum.

                         The interest rate shall be reset daily and interest
                         shall be calculated on the basis of the actual number
                         of days elapsed in a 360-day year. Interest shall be
                         payable quarterly.

                                       3
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Default Interest:        During the continuance of an event of default (as
                         defined in the loan documentation), the Term Loan
                         (including unpaid interest and unpaid default interest)
                         will bear interest at an additional 2% per annum.

Prepayments:             Following the (i) payment of or funding of a reserve
                         for accrued interest on the Term Loan, (ii) payment of
                         operating expenses and taxes of FNV, the Company and
                         their respective subsidiaries, (iii) funding of
                         reasonable reserves for (a) revolving and unfunded
                         commitments existing at the Closing Date and acceptable
                         to Lender, (b) commitments otherwise acceptable to
                         Lender and (c) general corporate purposes of FNV, the
                         Company and their respective subsidiaries, (iv) payment
                         of accrued interest on the Senior Notes, and (v)
                         provided no default has occurred, or would result
                         therefrom, payment of up to $75 million in any three-
                         month period to purchase Senior Notes at a purchase
                         price not to exceed par plus accrued and unpaid
                         interest thereon, mandatory prepayments of the Term
                         Loan without premium thereon shall be required in an
                         amount equal to the aggregate net positive amount of
                         each of (x) 100% of the net sale proceeds from asset
                         sales, (y) 100% of excess cash flow (to be defined in
                         the loan documentation) and (z) 100% of net proceeds
                         from insurance and condemnation, in each case received
                         by FNV, the Company or any of its subsidiaries, except
                         to the extent any special purpose subsidiary is subject
                         (as of February 26, 2001) to a contractual restriction
                         on making distributions to its parent entity. In no
                         event shall the Company or its subsidiaries make any
                         prepayment on the Term Loan out of any refinancing or
                         issuance of securities.

Security:                All amounts owing by and the obligations of the Company
                         under the Term Loan and the Guarantors in respect
                         thereof will be secured by (i) a first priority
                         perfected pledge of (x) all notes owned by the Company
                         and the Guarantors and (y) all capital stock,
                         securities, partnership and LLC interests owned by the
                         Company and the Guarantors and (ii) a first priority
                         perfected security interest in all other assets owned
                         by the Company and the Guarantors, including, without
                         limitation, accounts, inventory, equipment, investment
                         property, instruments, chattel paper, real estate,
                         leasehold interests, contracts, patents, copyrights,
                         trademarks and other general intangibles, subject to
                         customary exceptions for transactions of this type.

Conditions Precedent     The loan documentation will contain conditions to the
to the Closing:          closing of the Facility customarily found in loan
                         agreements for similar financings and transactions of
                         this type and other conditions deemed by Lender to be
                         appropriate to the specific transaction and in any
                         event including without limitation:

                                       4
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                         .    All documentation relating to the Facility shall
                              be in form and substance satisfactory to the
                              Company and its counsel and Lender and its
                              counsel. Guarantees in form and substance
                              satisfactory to the Lender and its counsel shall
                              have been executed and delivered by the
                              Guarantors, and shall be in full force and effect.

                         .    FNV and the Company shall not be in default of any
                              of their obligations under the Commitment Letter.

                         .    The terms and conditions of, and documentation
                              relating to the Senior Notes, the principal terms
                              of which are outlined on Exhibit A to this Annex I
                              together with any changes thereto as may be agreed
                              to by Lender, shall be satisfactory to Lender,
                              including in the case of such debt the extent of
                              subordination, security, absence of guarantees,
                              amortization, maturity, prepayments, limitations
                              on remedies and acceleration, covenants, events of
                              default, interest rate and other intercreditor
                              arrangements. All conditions precedent to the
                              issuance of the Senior Notes shall have been
                              satisfied or, with the prior approval of Lender,
                              waived and the Senior Notes shall be issued
                              concurrently with the closing of the Facility.

                         .    FNV, the Company and certain of their subsidiaries
                              (the "Debtors") shall have filed voluntary
                              petitions for relief under chapter 11 of the
                              Bankruptcy Code (the "Chapter 11 Cases") in the
                              Bankruptcy Court and (i) all motions and other
                              documents to be filed with and submitted to the
                              Bankruptcy Court in connection with the Facility
                              and the Management Agreement, the fees and
                              transactions contemplated thereby and the approval
                              thereof and (ii) the plan of reorganization of
                              each of the Debtors shall be in form and substance
                              reasonably satisfactory to Lender.

                         .    An order of the Bankruptcy Court granting approval
                              and confirmation of the Plan of each of the
                              Debtors shall have been entered and have become
                              final and nonappealable (the "Final Order"), which
                              Final Order and plans shall provide for, among
                              other things, (i) borrowing under the Facility,
                              including first priority liens on all collateral
                              thereunder, (ii) the use of proceeds of the
                              Facility to make the Existing Debt Repayment,
                              (iii) issuance of the Senior Notes , (iv) the
                              distribution on a pro-rata basis of $115

                                       5
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                              million principal amount of FNV's 5-1/2%
                              Convertible Subordinated Debentures due 2016 to
                              the holders of FNV's outstanding Trust Originated
                              Preferred Securities ("TOPrS"), (v) the adoption
                              by each of FNV and the Company of a Certificate of
                              Incorporation and By-laws in form and substance
                              acceptable to Lender, (vi) the designees of Lender
                              constituting not less than a majority of the
                              Boards of Directors of FNV and the Company, at
                              least two (2) of the remaining members of which
                              shall be selected from the current Board of
                              Directors of FNV as of the date hereof, (vii) the
                              issuance by FNV to Lender, and/or Berkshire and
                              Leucadia (the "Berkadia Parties") and/or their
                              subsidiaries for no additional consideration of
                              shares of common stock of FNV such that such
                              parties will own, in the aggregate, 51% (or a
                              lesser amount as agreed by the Berkadia Parties)
                              of the outstanding equity of FNV on a fully
                              diluted basis (and an allocation of consideration
                              for such issuance to the capital of FNV in an
                              amount equal to the aggregate par value
                              represented by such equity interests so that such
                              equity interests are fully paid and non-
                              assessable), (viii) the release, in form and
                              substance satisfactory to Lender, Leucadia and
                              Berkshire, of each Indemnified Party (as defined
                              in the Commitment Letter) from any and all claims
                              or liabilities that any creditor or other party in
                              interest has or could have had in connection with
                              or arising out of the Chapter 11 Cases, the
                              Commitment Letter, the Management Agreement and/or
                              any action, authority, event or transaction
                              contemplated by any of the foregoing, (ix) such
                              other terms as shall be acceptable to Lender in
                              its reasonable discretion, and (x) such other
                              terms as are requested by Lender following the
                              initial date of filing of the Plan and that do not
                              adversely affect the holders of claims against or
                              interests in any of the debtors in the Chapter 11
                              Cases.

                         .    The amounts of the allowed general unsecured
                              claims, the allowed secured claims and the amount
                              of disputed claims against FNV, the Company and
                              their subsidiaries in the Chapter 11 Cases as of
                              the effective date of the Plan shall be
                              satisfactory to Lender. Lender shall be satisfied
                              with the liabilities and capitalization of the
                              Company, FNV and their subsidiaries after giving
                              effect to the plans of reorganization of the
                              Debtors.

                         .    All fees and expenses (including reasonable fees
                              and expenses of counsel) required to be paid or
                              reimbursed to Lender, Berkshire and Leucadia on or
                              before the Closing Date shall have been paid.

                                       6
<PAGE>

                         .    Lender shall be satisfied in its reasonable
                              judgment that (i) there shall not occur as a
                              result of the funding of the Facility, a default
                              (or any event which with the giving of notice or
                              lapse of time or both would be a default) under
                              any debt instruments and other material agreements
                              of FNV, the Company or any of their respective
                              subsidiaries that exist following the effective
                              date of the plans of reorganization of the
                              Debtors, and (ii) that each of FNV and the Company
                              are solvent after giving effect to the funding of
                              the Term Loan and the issuance of the Senior
                              Notes.

                         .    Lender shall be satisfied that FNV, the Company
                              and their respective subsidiaries will be able to
                              meet their respective obligations under all
                              employee and retiree welfare plans of such
                              entities, that such employee benefit plans are, in
                              all material respects, funded in accordance with
                              the minimum statutory requirements, that no
                              material "reportable event" (as defined in ERISA,
                              but excluding events for which reporting has been
                              waived) has occurred as to any such employee
                              benefit plan and that no termination of, or
                              withdrawal from, any such employee benefit plan
                              has occurred or is contemplated that could result
                              in a material liability. Lender shall have
                              reviewed and be satisfied with all employee
                              benefit plans of FNV, the Company and their
                              respective subsidiaries.

                         .    Lender shall have received satisfactory opinions
                              of counsel to FNV and the Company, addressing such
                              matters as Lender shall reasonably request,
                              including, without limitation, the enforceability
                              of all loan documentation, compliance with all
                              laws and regulations (including Regulations T, U
                              and X of the Board of Governors of the Federal
                              Reserve System), the perfection of all security
                              interests purported to be granted and no conflicts
                              with material agreements.

                         .    There shall not have occurred any change,
                              occurrence or development that could, in Lender's
                              reasonable opinion, result in a material adverse
                              change in (i) the business, condition (financial
                              or otherwise), operations, performance,
                              properties, assets, liabilities (actual or
                              contingent) or prospects of FNV, the Company and
                              their respective subsidiaries taken as a whole
                              since December 31, 2000 (other than the
                              commencement and continuation

                                       7
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                              of the Chapter 11 Cases and the consequences that
                              would normally result therefrom), (ii) the ability
                              of the Company to perform its obligations under
                              the loan documentation, (iii) the ability of the
                              Guarantors (other than Guarantors as to which
                              Lender, in its reasonable judgment, is satisfied
                              that their inability, individually or in the
                              aggregate, to perform their obligations is not
                              material) to perform their obligations under the
                              loan documentation or (iv) the ability of Lender
                              to enforce the loan documentation (any of the
                              foregoing being a "Material Adverse Change").

                         .    There shall exist no action, suit, investigation,
                              litigation or proceeding pending or threatened in
                              any court or before any arbitrator or governmental
                              instrumentality that (i) could reasonably be
                              expected to result in a Material Adverse Change
                              or, if adversely determined, could reasonably be
                              expected to result in a Material Adverse Change or
                              (ii) restrains, prevents or imposes or can
                              reasonably be expected to impose materially
                              adverse conditions upon the Facility, the plans of
                              reorganization of the Debtors or the transactions
                              contemplated thereby. All necessary governmental
                              and material third party consents and approvals
                              necessary in connection with the Facility, the
                              plans of reorganization of the Debtor and the
                              transactions contemplated thereby shall have been
                              obtained (without the imposition of any conditions
                              that are not reasonably acceptable to Lender) and
                              shall remain in effect, and all applicable
                              governmental filings have been made and all
                              applicable waiting periods shall have expired
                              without in either case any action being taken by
                              any competent authority; and no law or regulation
                              shall be applicable in the judgment of Lender that
                              restrains, prevents or imposes materially adverse
                              conditions upon the Facility or the transactions
                              contemplated thereby.

                         .    No information shall have come to the attention of
                              Lender that leads Lender to determine that, and
                              Lender shall not have become aware of any fact or
                              condition not disclosed to them prior to the date
                              hereof which leads Lender to determine that, the
                              Company's or any of its subsidiaries' condition
                              (financial or otherwise), operations, performance,
                              properties, assets, liabilities (actual or
                              contingent) or prospects are different in any
                              material adverse respect from that known to Lender
                              as of this date.

                                       8
<PAGE>

                         .    Lender shall have a valid and perfected first
                              priority lien on and security interest in the
                              collateral referred to above under "Security"
                              (other than collateral which Lender is satisfied
                              in its reasonable judgment is not material,
                              individually or in the aggregate); all filings,
                              recordations and searches necessary or desirable
                              in connection with such liens and security
                              interests shall have been duly made; and all
                              filing and recording fees and taxes shall have
                              been duly paid.

                         .    Lender shall be satisfied with the amount, types
                              and terms and conditions of all insurance and
                              bonding maintained by the Company and its
                              subsidiaries, and Lender shall have received
                              endorsements naming Lender as an additional
                              insured and loss payee under all insurance
                              policies to be maintained with respect to the
                              properties of the Company and its subsidiaries
                              forming part of Lender's collateral.

                         .    Lender shall be satisfied with all environmental
                              matters relating to the Company or its business or
                              assets, and shall have received such environmental
                              review reports as Lender may request, in form and
                              substance satisfactory to it, as to any
                              environmental hazards or liabilities to which the
                              Company and its subsidiaries may be subject, and
                              Lender shall be satisfied with the amount and
                              nature of any such hazards or liabilities and with
                              the Company's plans with respect thereto.

                         .    The Management Agreement shall be in full force
                              and effect, and there shall be no cause for
                              termination thereunder.

                         .    There shall not exist or have occurred any
                              defaults, prepayment events or creation of liens
                              under debt instruments that exist following the
                              effective date of the Plan or otherwise as a
                              result of the Facility, the plans of
                              reorganization of the Debtors, or the transactions
                              contemplated thereby.

                         .    FNV shall have granted registration rights to the
                              Berkadia Parties and/or their affiliates relating
                              to the shares of common stock of FNV issued
                              pursuant to the Plan in form and substance
                              reasonably satisfactory to the Berkadia Parties.

                                       9
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Conditions Precedent to       On the funding date of the Term Loan (if
the Loan:                     different from the closing date of the Facility)
                              (i) there shall exist no default under the loan
                              documentation, (ii) the representations and
                              warranties of the Company and each Guarantor
                              therein shall be true and correct immediately
                              prior to, and after giving effect to, funding, and
                              (iii) the making of the Term Loan shall not
                              violate any requirement of law and shall not be
                              enjoined, temporarily, preliminarily or
                              permanently.

Representations and           The loan documentation will contain
Warranties:                   representations and warranties customarily found
                              in loan documentation for similar financings and
                              transactions of this type and other
                              representations and warranties deemed by Lender
                              appropriate to the specific transaction (which
                              will be applicable to FNV, the Company and their
                              respective subsidiaries) including, without
                              limitation with respect to: valid existence,
                              requisite power, due authorization, no conflict
                              with agreements or applicable law, enforceability
                              of loan documentation, validity, priority and
                              perfection of security interests and
                              enforceability of liens, accuracy of financial
                              statements and all other information provided,
                              compliance with law, absence of Material Adverse
                              Change, no default under the loan documentation,
                              absence of material litigation, ownership of
                              properties and necessary rights to intellectual
                              property, no burdensome restrictions and
                              inapplicability of Investment Company Act or
                              Public Utility Holding Company Act.

Affirmative and Financial     The loan documentation will contain affirmative
 Covenants:                   and financial covenants customarily found in loan
                              documentation for similar financings and
                              transactions of this type and other covenants
                              deemed by Lender appropriate to the specific
                              transaction (which will be applicable to FNV, the
                              Company and their respective subsidiaries),
                              including, without limitation, the following:

                              .    Comply in all material respects with laws
                                   (including, without limitation, ERISA and
                                   environmental laws), pay taxes, maintain all
                                   necessary licenses and permits and trade
                                   names, trademarks, patents and other
                                   intellectual property, preserve corporate
                                   existence, maintain accurate books and
                                   records, maintain properties, maintain
                                   appropriate and adequate insurance, permit
                                   inspection of properties, books and records,
                                   use loan proceeds as specified and provide
                                   further assurances as required.

                              .    Perform obligations under leases, contracts
                                   and other agreements.

                                       10
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                              .    Conduct all transactions with affiliates on
                                   terms reasonably equivalent to those
                                   obtainable in arm's length transactions,
                                   including, without limitation, restrictions
                                   on management fees to affiliates.

                              .    Maintain with a bank satisfactory to Lender
                                   main cash concentration accounts and blocked
                                   accounts into which all cash flows of the
                                   Borrower and proceeds of collateral are paid
                                   and which are swept daily (and with respect
                                   to accounts at other banks, which will be
                                   limited, blocked account agreements in form
                                   and substance acceptable to Lender have been
                                   executed).

                              .    Financial covenants, including, but not
                                   limited to, minimum EBITDA, minimum net
                                   worth, minimum fixed charge coverage, minimum
                                   interest coverage, maximum leverage (measured
                                   on a balance sheet debt to EBITDA basis) and
                                   maximum capital expenditures.

                              .    Maintain a loan-to-collateral value ratio of
                                   no greater than 1:1.75. For purposes of this
                                   covenant, "collateral" (i) shall only include
                                   the value of the tangible assets of the
                                   Company and the Guarantors that have been
                                   specifically identified by the Company and
                                   that are subject to a perfected, first
                                   priority security interest in favor of the
                                   Lender (and shall exclude all assets of (a)
                                   any special purpose subsidiary of the Company
                                   that is subject to contractual or legal
                                   restrictions on making distributions to its
                                   parent entity and (b) any Guarantor for which
                                   the Company does not exercise sole voting
                                   control and/or for which all of the capital
                                   stock is not subject to a perfected, first
                                   priority pledge to Lender) and (ii) shall be
                                   net of all specific and general reserves.

Negative Covenants:           The loan documentation will contain negative
                              covenants customarily found in loan documentation
                              for similar financings and transactions of this
                              type (which will be applicable to FNV, the Company
                              and their respective subsidiaries). Each of FNV,
                              the Company and their respective subsidiaries
                              shall agree that (i) except pursuant to the Plan,
                              or (ii) without the consent of Lender, it will
                              not:

                              .    Incur or assume any debt (whether or not non-
                                   recourse) other than the Term Loan or the
                                   Senior Notes (as the case may be); give any
                                   guaranties; create any liens, charges or
                                   encumbrances; incur additional lease
                                   obligations; merge or consolidate with any
                                   other person,

                                       11
<PAGE>

                                   or change the nature of business or corporate
                                   structure or create any new subsidiaries or
                                   amend its charter or by-laws; sell, lease or
                                   otherwise dispose of assets (including,
                                   without limitation, in connection with a sale
                                   leaseback transaction), except for asset
                                   sales for cash where seller retains no
                                   residual interest in such assets and proceeds
                                   are applied as set forth under "Prepayments;"
                                   give a negative pledge on any assets in favor
                                   of any person other than Lender; permit to
                                   exist any consensual encumbrance on the
                                   ability of any subsidiary to pay dividends or
                                   other distributions to the Company; or permit
                                   to exist any restrictions on the ability of
                                   the Company to prepay the Term Loan.

                              .    Prepay, redeem, purchase, defease, exchange,
                                   refinance or repurchase any debt including,
                                   without limitation, the Senior Notes, except
                                   to fund the commitment to spend up to $75
                                   million per three-month period to repurchase
                                   Senior Notes as contemplated under clause (v)
                                   of "Prepayments," or amend or modify any of
                                   the terms of any such debt or other similar
                                   agreements, or other material agreements,
                                   entered into or binding upon FNV, the Company
                                   or their respective subsidiaries.

                              .    Make any loans or advances, capital
                                   contributions or acquisitions (except to fund
                                   existing commitments not discharged in the
                                   Chapter 11 Cases) or form any joint ventures
                                   or partnerships or make any other investments
                                   in subsidiaries or any other person.

                              .    Make or commit to make any payments in
                                   respect of warrants, options, repurchase of
                                   stock, dividends or any other distributions
                                   to shareholders, except the commitment
                                   contemplated under the terms of the Senior
                                   Notes following the payment in full of the
                                   Term Loan.

                              .    Permit any change in ownership or control of
                                   the Company or any of its respective
                                   subsidiaries or any change in accounting
                                   treatment or reporting practices, except as
                                   required by GAAP and as permitted by the loan
                                   documentation.

                              .    Redeem or otherwise acquire any shares of its
                                   capital stock, or issue or sell any
                                   securities (other than the issuance of the
                                   Senior Notes, pursuant to the exercise of
                                   options or conversion of outstanding
                                   securities or otherwise pursuant to the Plan)
                                   or grant any option,

                                       12
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                                   warrant or right relating to its capital
                                   stock or split, combine or reclassify any of
                                   its capital stock, other than pursuant to a
                                   stock option plan adopted following the
                                   effective date of the Plan and reasonably
                                   acceptable to Berkadia.

                              .    Make any material amendment to any existing
                                   or enter into any new employment, consulting,
                                   severance, change in control or similar
                                   agreement or establish any new compensation
                                   or benefit or commission plans or
                                   arrangements for directors or employees.

                              .    Merge, amalgamate or consolidate with any
                                   other entity in any transaction, sell all or
                                   any substantial portion of its business or
                                   assets, or acquire all or substantially all
                                   of the business or assets of any other
                                   entity, other than acquisitions of businesses
                                   in connection with foreclosures in the
                                   ordinary course of business and mergers or
                                   consolidations wholly-owned subsidiaries of
                                   the Company.

                              .    File any petition for voluntary
                                   reorganization or enter into any
                                   reorganization plan or recapitalization,
                                   dissolution or liquidation of the Company.

                              .    Take any action that would have a material
                                   impact on the consolidated federal income tax
                                   return filed by FNV as the common parent,
                                   make or rescind any express or deemed
                                   material election relating to taxes, settle
                                   or compromise any material claim, action,
                                   suit, litigation, proceeding, arbitration,
                                   investigation, audit or controversy relating
                                   to taxes, enter into any material tax ruling,
                                   agreement, contract, arrangement or plan,
                                   file any amended tax return, or, except as
                                   required by applicable law or GAAP or in
                                   accordance with past practices, make any
                                   material change in any method of accounting
                                   for taxes or otherwise or any tax or
                                   accounting practice or policy.

                              .    Enter into any contract, understanding or
                                   commitment that restrains, restricts, limits
                                   or impedes the ability of FNV or any of its
                                   subsidiaries to compete with or conduct any
                                   business or line of business in any
                                   geographic area.

                              .    Permit FNV to engage in any business or
                                   activity, or hold any assets, other than
                                   holding the capital stock of the Company.

                                       13
<PAGE>

                                     .  Pay any management or similar fees,
                                        other than pursuant to the Management
                                        Agreement.

Financial Reporting Requirements:    The Company shall provide: (i) monthly
                                     consolidated financial statements of FNV,
                                     the Company and their respective
                                     subsidiaries, including balance sheet,
                                     income statement and cash flow statement
                                     within 30 days of month-end, certified by
                                     the chief financial officer of FNV or the
                                     Company, as appropriate; (ii) quarterly
                                     consolidated and consolidating financial
                                     statements of FNV, the Company and its
                                     subsidiaries within 45 days of quarter-end,
                                     certified by the chief financial officer of
                                     FNV or the Company, as appropriate; (iii)
                                     annual audited consolidated and
                                     consolidating financial statements of FNV,
                                     the Company and their subsidiaries within
                                     90 days of year-end, certified with respect
                                     to such consolidated statements by
                                     independent certified public accountants
                                     acceptable to Lender; (iv) copies of all
                                     reports on Form 10-K, 10-Q or 8-K filed by
                                     FNV or the Company with the Securities and
                                     Exchange Commission; (v) projections for
                                     the balance of the term of the Facility
                                     provided annually and annual business and
                                     financial plans provided in each case at
                                     least 30 days prior to fiscal year-end,
                                     with the business and financial plans being
                                     updated quarterly; (vi) periodic compliance
                                     certificates; and (vii) periodic
                                     certifications as to collateral value, loan
                                     and asset classification and reserves.

Other Reporting Requirements:        The loan documentation will contain other
                                     reporting requirements customarily found in
                                     loan documentation for similar financings
                                     and transactions of this type and other
                                     reporting requirements deemed by Lender
                                     appropriate to the specific transaction,
                                     including, without limitation, with respect
                                     to litigation, contingent liabilities,
                                     defaults, ERISA or environmental events and
                                     potential defaults or events of default
                                     relating to loans or assets held by the
                                     Company and its subsidiaries at such times
                                     and in form and substance as is
                                     satisfactory to Lender.

Events of Default:                   The loan documentation will contain events
                                     of default customarily found in loan
                                     documentation for similar financings and
                                     transactions of this type and other events
                                     of default deemed by Lender appropriate to
                                     the specific transaction (which will be
                                     applicable to FNV, the Company and their
                                     respective subsidiaries), including,
                                     without limitation, failure to make
                                     payments when due, defaults or
                                     accelerations under other indebtedness,
                                     noncompliance with covenants, breaches of
                                     representations and warranties, bankruptcy
                                     and insolvency events, failure to satisfy
                                     or stay execution of judgments in excess of
                                     specified amounts, the existence of

                                       14
<PAGE>

                                     certain materially adverse employee benefit
                                     or environmental liabilities, impairment of
                                     loan documentation or security, Material
                                     Adverse Change, actual or asserted
                                     invalidity of the guarantees, the security
                                     documents or the liens of Lender, change of
                                     ownership or control, and defaults under
                                     material contracts, including the
                                     Management Agreement.

Indemnification:                     The Company shall indemnify and hold
                                     harmless Lender, Berkshire and Leucadia and
                                     each of their respective affiliates,
                                     officers, directors, employees, members,
                                     managers, agents, advisors, attorneys and
                                     representatives of each (each, an
                                     "Indemnified Party") from and against any
                                     and all claims, damages, losses,
                                     liabilities and expenses (including,
                                     without limitation, reasonable fees and
                                     disbursements of counsel), joint or
                                     several, that may be incurred by or
                                     asserted or awarded against any Indemnified
                                     Party (including, without limitation, in
                                     connection with or relating to any
                                     investigation, litigation or proceeding or
                                     the preparation of any defense in
                                     connection therewith), in each case arising
                                     out of or in connection with or by reason
                                     of the Facility, the loan documentation or
                                     any of the transactions contemplated
                                     thereby, or any actual or proposed use of
                                     the proceeds of the Facility, except to the
                                     extent such claim, damage, loss, liability
                                     or expense is found in a final non-
                                     appealable judgment by a court of competent
                                     jurisdiction (or admitted by an Indemnified
                                     Party pursuant to a written settlement
                                     agreement) to have resulted primarily from
                                     such Indemnified Party's gross negligence
                                     or willful misconduct. In the case of an
                                     investigation, litigation or other
                                     proceeding to which the indemnity in this
                                     paragraph applies, such indemnity shall be
                                     effective whether or not such
                                     investigation, litigation or proceeding is
                                     brought by FNV, the Company, any of their
                                     respective directors, securityholders or
                                     creditors, an Indemnified Party or any
                                     other person, or an Indemnified Party is
                                     otherwise a party thereto and whether or
                                     not the transactions contemplated hereby
                                     are consummated. The Company further agrees
                                     that no Indemnified Party shall have any
                                     liability (whether direct or indirect, in
                                     contract, tort or otherwise) to the Company
                                     or any of its securityholders or creditors
                                     for or in connection with the transactions
                                     contemplated hereby, except for direct
                                     damages (as opposed to special, indirect,
                                     consequential or punitive damages
                                     (including, without limitation, any loss of
                                     profits, business or anticipated savings))
                                     determined in a final non-appealable
                                     judgment by a court of competent
                                     jurisdiction (or admitted by an Indemnified
                                     Party pursuant to a written settlement
                                     agreement) to have resulted primarily from
                                     such Indemnified Party's gross negligence
                                     or willful misconduct and any liability of
                                     any Indemnified Party shall be limited to
                                     the amount of fees actually received
                                     hereunder by such Indemnified Party.

                                       15
<PAGE>

Expenses:                            FNV, the Company and each of their
                                     respective subsidiaries shall jointly and
                                     severally pay all (i) reasonable costs and
                                     expenses of Lender, Berkshire and Leucadia
                                     (including all reasonable fees, expenses
                                     and disbursements of outside counsel) in
                                     connection with the preparation, execution
                                     and delivery of the loan documentation and
                                     the funding of all loans under the
                                     Facility, and all search, filing and
                                     recording fees, incurred or sustained by
                                     Lender, Berkshire and Leucadia in
                                     connection with the Facility, the loan
                                     documentation or the transactions
                                     contemplated thereby, the administration of
                                     the Facility and any amendment or waiver of
                                     any provision of the loan documentation and
                                     (ii) costs and expenses of Lender,
                                     Berkshire and Leucadia (including fees,
                                     expenses and disbursements of counsel) in
                                     connection with the enforcement of any of
                                     their rights and remedies under the loan
                                     documentation.

Miscellaneous:                       The loan documentation will include
                                     standard yield protection provisions
                                     (including, without limitation, provisions
                                     relating to compliance with risk-based
                                     capital guidelines, increased costs and
                                     payments free and clear of withholding
                                     taxes) relating to Lender and Lender's
                                     provider of funds.

                                       16
<PAGE>

Fees and Expenses:                   Commitment Fee: A commitment fee of
                                     $60,000,000 shall be due and payable to
                                     Lender upon execution of the Commitment
                                     Letter.

                                     Funding Fee: A funding fee of $60,000,000
                                     shall be due and payable to Lender upon the
                                     closing of and borrowing under the
                                     Facility.

                                     Termination Fee: A termination fee of
                                     $60,000,000 shall be due and payable to
                                     Lender if the Company does not borrow under
                                     the Facility for any reason (including the
                                     termination of Lender's obligations under
                                     the Commitment Letter, whether or not the
                                     Facility agreements have been entered)
                                     unless the Company's failure to borrow is
                                     solely due to (x) the failure by Lender to
                                     fund in violation of its obligations under
                                     the Commitment Letter or, (y) following
                                     confirmation of the Plan by the Bankruptcy
                                     Court, a Material Adverse Change has
                                     occurred or a due diligence condition
                                     relating to environmental, insurance or
                                     employee matters has not been satisfied.

                                     Reimbursement Fees: All fees, if any, and
                                     expenses incurred from time to time by
                                     Lender and its affiliates relating to its
                                     financing for the Facility shall be due and
                                     payable to Lender or such affiliates when
                                     incurred by Lender or such affiliates.

                                     Facility Fee: An annual facility fee in an
                                     amount equal to 25 basis points times the
                                     outstanding principal amount of the Term
                                     Loan, payable monthly, shall be due and
                                     payable to Lender, commencing on the date
                                     of borrowing under the Facility.

Governing Law and Submission to
Jurisdiction:                        State of New York.

                                       17
<PAGE>

                     SUMMARY OF TERMS OF NEW SENIOR NOTES


Issuer                   The FINOVA Group Inc. ("FNV Group").
                                                 ---------

Aggregate Principal
Amount................   Approximately $4.44 billion, representing 40% of the
                         aggregate amount of Allowed General Unsecured Claims
                         (as defined in the Joint Plan of Reorganization (the
                         "Plan") of FNV Group and the debtors named therein)
                         against FINOVA Capital Corporation ("FNV Capital").
                                                              -----------

Term.................... Ten (10) years, subject to prepayment as described
                         below.

Annual Interest
Rate...................  The weighted average of the annual interest rates on
                         FNV Capital's bank debt and bond indebtedness
                         outstanding on the Petition Date (as defined in the
                         Plan) , will be determined (as of a date within five
                         days prior to the Effective Date (as defined in the
                         Plan) (the "Measurement Date") as follows:
                                     ----------------

                             For each fixed rate obligation, the established
                         rate in effect at the Measurement Date, without giving
                         effect to any default rate, penalty or facility or
                         other fees or any change in rates due to the failure to
                         elect interest rates or periods from and after the
                         Petition Date, will be multiplied by the total
                         principal amount of the obligation outstanding at the
                         Petition Date, reduced by any amounts that the Debtors
                         have the right to set-off against such obligation;

                             For each floating rate obligation, (x) the
                         specified index in effect at the Measurement Date (or,
                         if more than one index is specified, the selected index
                         will be the one that will result in the lowest rate)
                         (the "Index Rate"), plus the specified spread over the
                         Index Rate, in each case without giving effect to any
                         default rate, penalty or facility or other fees or any
                         change in rates due to the failure to elect interest
                         rates or periods from and after the Petition Date and
                         without regard to any limitation on the selection of
                         indices upon a default or otherwise, will be multiplied
                         by (y) the total principal amount of the obligation
                         outstanding at the Petition Date, reduced by any
                         amounts that the Debtors have the right to set-off
                         against such obligation.

                             The sum of such amounts will be divided by the
                         aggregate principal amount of all bank and bond
                         indebtedness outstanding at the Petition Date, reduced
                         by any amounts that the Debtors have the right to set-
                         off against such obligations. The quotient of such
                         calculation shall be the annual interest rate the New
                         Senior Notes will bear.

                             If the Measurement Date were April 26, 2001, the
                         annual interest rate would be 6.037%.

                                       18
<PAGE>

Payment.................  Interest will be paid on semi-annual interest payment
                          dates if and to the extent that (i) FNV Group has
                          available cash on such dates for that purpose as
                          described below under clause SECOND of the "Use of
                                                                       -----
                          Cash" covenant and (ii) no default or event of default
                          ----
                          has occurred and is continuing on such dates under the
                          credit agreement pursuant to which Berkadia LLC
                          ("Berkadia") will make a $6 billion five-year
                            --------
                          amortizing senior secured term loan (the "Berkadia
                                                                    --------
                          Loan") to FNV Capital (the "Berkadia Credit
                          ----                        ---------------
                          Agreement").
                          ---------

                          Each $1,000 principal amount of the New Senior Notes
                          issued under the Plan (whether issued on the Effective
                          Date or later) will entitle the holder thereof to
                          receive such holder's pro rata share of an aggregate
                          of up to $100 million of additional interest
                          ("Contingent Interest") in respect of all New Senior
                            -------------------
                          Notes issued under the Plan (whether issued on the
                          Effective Date or later). Contingent Interest will be
                          paid on semi-annual interest payment dates if and to
                          the extent that FNV Group has available cash on such
                          dates for that purpose as described below under clause
                          Eighth of the "Use of Cash" covenant until the first
                          ------         -----------
                          to occur of (i) the payment of an aggregate of $100
                          million in Contingent Interest (as such amount may be
                          reduced as described below under clause Eighth of the
                                                                  ------
                          "Use of Cash" covenant) or (ii) 15 years after the
                           -----------
                          Effective Date of the Plan. Principal will be paid on
                          semi-annual principal payment dates if and to the
                          extent that FNV Group has available cash on such
                          dates for that purpose as described below under
                          clause Sixth of the "Use of Cash" covenant.
                                 -----         -----------
Optional
Prepayment..............  Subject to compliance with the "Use of Cash" covenant,
                          FNV Group will have the option to prepay the principal
                          of the New Senior Notes, in whole or in part, at any
                          time and from time to time, without premium or
                          penalty, by delivering to the indenture trustee under
                          the New Senior Notes indenture (the "Indenture
                                                               ---------
                          Trustee") an amount equal to the principal to be
                          -------
                          repaid, plus interest from the last interest payment
                          date on which interest was paid to the prepayment
                          date; provided that such prepayment will not release
                          FNV Group from its obligations to pay Contingent
                          Interest with respect to the New Senior Notes so
                          prepaid.

Priority and
Collateral Security...    FNV Group will grant to the Indenture Trustee for the
                          benefit of the holders of the New Senior Notes (other
                          than with respect to FNV Group's obligation under the
                          New Senior Notes Indenture to pay Contingent Interest)
                          a security interest in all of the capital stock of FNV
                          Capital, which shall be junior to the first priority
                          perfected security interest granted to Berkadia as
                          described below and which shall be released upon
                          payment in full of all interest (other than Contingent
                          Interest) on and principal of the New Senior Notes.
                          Until such time as all obligations under the Berkadia
                          Loan and related guarantees are paid in full or
                          otherwise satisfied, the security interest to be
                          granted to the Indenture Trustee will be junior to the
                          perfected, first priority security interest in the
                          capital stock of FNV Capital granted to Berkadia to
                          secure FNV Group's guarantee of the Berkadia Loan. The
                          Indenture Trustee and the holders of the New Senior
                          Notes will

                                       19
<PAGE>

                          have no right to take action to enforce or otherwise
                          realize on the security interest held by the Indenture
                          Trustee unless and until all obligations under the
                          Berkadia Loan and related FNV Group guarantee have
                          been paid in full or otherwise satisfied or released.
                          Neither the indenture governing the New Senior Notes
                          nor the pledge agreement effecting the grant of the
                          security interest (the "Pledge Agreement") will
                                                  ----------------
                          restrict the sale of collateral, other than as
                          required by the Trust Indenture Act of 1939, as
                          amended.

                          The payment of Contingent Interest will not be secured
                          by the security interest or otherwise. Contingent
                          Interest shall constitute general unsecured
                          obligations of FNV Group.


Covenants...............  The indenture governing the New Senior Notes will
                          contain the following covenants:

                          Use of Cash

                          To the extent not prohibited by the Berkadia Credit
                          Agreement, FNV Group will, and will cause its
                          subsidiaries including FNV Capital to, apply the
                          aggregate net positive amount of each of (x) 100% of
                          the net sale proceeds from asset sales, (y) 100% of
                          excess cash flow (to be defined in the indenture) and
                          (z) 100% of net proceeds from insurance and
                          condemnation, in each case received by FNV Group or
                          any of its subsidiaries, except to the extent any
                          special purpose subsidiary is subject to a contractual
                          restriction (which existed on February 26, 2001) or
                          legal restriction on making distributions to its
                          parent entity, to the following purposes in the
                          following order:

                          First:
                          -----
                          For FNV Group or any of its subsidiaries (a) to pay or
                          to fund its operating expenses, taxes, reasonable
                          reserves for revolving commitments, unfunded
                          commitments and general corporate purposes (which
                          reserve amounts shall be determined in good faith by
                          the entity setting such reserves), (b) to pay when due
                          interest on and principal of Permitted Indebtedness
                          (as defined below) of such entity (other than, in the
                          case of FNV Capital, the Berkadia Loan or, in the case
                          of FNV Group, the New Senior Notes and the 5-1/2%
                          Convertible Subordinated Debentures due 2016 of FNV
                          Group (the "Group Subordinated Debentures")), the
                                      -----------------------------
                          payment of each of which is provided for specifically
                          below), (c) to pay when due interest on and principal
                          of any Refinancing Indebtedness (as defined below)
                          incurred to refinance the Permitted Indebtedness
                          described in clause (b), (d) to pay or to fund a
                          reserve to pay interest when due on the Berkadia Loan,
                          and (e) to (i) make payments excluded from the
                          definition of Restricted Payments (as defined below)
                          under the proviso contained in the definition of
                          Restricted Payments (provided that any payments
                          described in clause (v) of such proviso shall not
                          exceed $1 million per year) and (ii) fund reasonable
                          reserves, if any, for interest and Compounded Interest
                          (as defined in the indenture governing the Group
                          Subordinated Debentures) on the Group Subordinated
                          Debentures solely to permit the payment of interest
                          and Compounded Interest thereon at

                                       20
<PAGE>

                          the end of an Extension Period (as defined in the
                          indenture governing the Group Subordinated Debentures)
                          and to pay accrued and unpaid interest and Compounded
                          Interest on the Group Subordinated Debentures on the
                          expiration of any Extension Period that has lasted for
                          20 consecutive quarters; provided that FNV Capital and
                          its subsidiaries may make distributions to any parent
                          entity, including FNV Group, which entity shall use
                          such distributions, plus any other cash it has
                          available for this purpose, to satisfy its obligations
                          under this clause First (it being understood that the
                                            -----
                          listing of subclauses (a) through (e) herein shall be
                          for ease of reference only and shall not imply any
                          priority of allocation or payment within this clause
                          First);
                          -----

                          Second:
                          ------
                          to make distributions to FNV Group, which shall use
                          such distributions plus any other cash it has
                          available for this purpose, to pay accrued and
                          unpaid interest on the New Senior Notes when due;

                          Third:
                          -----
                          commencing with the first calendar quarter following
                          the Effective Date, and continuing for each subsequent
                          calendar quarter until the earlier of (i) payment in
                          full of the Berkadia Loan and (ii) the fifth
                          anniversary of the Effective Date, to make
                          distributions to FNV Group, which shall use such
                          distributions plus any other cash it has available for
                          this purpose, to spend $75 million per quarter (or
                          such greater amount as may be consented to by
                          Berkadia) to purchase New Senior Notes (including the
                          Contingent Interest in respect of such New Senior
                          Notes) at a purchase price not to exceed par plus
                          accrued and unpaid interest thereon (the "Maximum
                                                                    -------
                          Price") through (a) tender offers announced during a
                          -----
                          quarter, (b) open market purchases and/or (c)
                          privately negotiated transactions, in all cases at FNV
                          Group's discretion; provided that additional such
                          purchases may be made at FNV Group's discretion during
                          any quarter to satisfy FNV Group's obligation
                          hereunder for future quarters and, if and to the
                          extent that such purchases cannot be effected at or
                          below the Maximum Price during any such quarter, such
                          purchases shall not be required for such quarter and
                          FNV Group shall not carry over into any following
                          quarter any obligation to make purchases hereunder in
                          excess of $75 million per quarter; and provided
                          further, that no purchase of New Senior Notes shall be
                          made under this clause Third if a default or an event
                                                 -----
                          of default under the Berkadia Credit Agreement has
                          occurred, is continuing or would result therefrom;

                          Fourth:
                          ------
                          to make distributions to FNV Capital, or in the case
                          of FNV Group to make contributions to FNV Capital,
                          which shall use such distributions or contributions,
                          plus any other cash it has available for this purpose,
                          to repay principal of the Berkadia Loan as required
                          under the Berkadia Credit Agreement;

                          Fifth:
                          -----
                          to the extent not already funded or paid pursuant to
                          clause First above, to make distributions to FNV
                                 -----
                          Group, which shall use such distributions plus

                                       21
<PAGE>

                          any other cash it has available for this purpose, to
                          pay or to fund a reserve to pay accrued and unpaid
                          interest on the then-outstanding Group Subordinated
                          Debentures;

                          Sixth:
                          -----
                          until the New Senior Notes are paid in full, to make
                          distributions to FNV Group, (A) 95% of which FNV Group
                          will use to repay principal of the New Senior Notes
                          until the principal of the New Senior Notes has been
                          paid in full and/or, at FNV Group's option, to prepay
                          all or part of the New Senior Notes as described under
                          "Optional Prepayment," and/or to purchase by tender
                           -------------------
                          offer, market purchases or privately negotiated
                          transactions or otherwise all or part of the New
                          Senior Notes (including the Contingent Interest in
                          respect of such New Senior Notes), and (B) 5% of which
                          FNV Group will use to make Restricted Payments (unless
                          the making of any such Restricted Payments would be an
                          "Impermissible Restricted Payment" (as defined below),
                           --------------------------------
                          in which event FNV Group shall retain such amounts and
                          any retained amounts shall accumulate and shall be
                          used to make Restricted Payments at such time or from
                          time to time, as such Restricted Payments are not
                          Impermissible Restricted Payments);

                          Seventh:
                          -------
                          until an amount equal to 5.263% of the aggregate
                          principal amount of the New Senior Notes issued under
                          the Plan (whether on the Effective Date or later) has
                          been used to make Restricted Payments to FNV Group's
                          common stockholders under clause Sixth or, after
                                                           -----
                          repayment of the New Senior Notes, has been used to
                          make "Deemed Restricted Payments" (as defined below),
                                --------------------------
                          to make Deemed Restricted Payments (unless the making
                          of such Deemed Restricted Payments would be an
                          "Impermissible Deemed Restricted Payment," (as defined
                           ---------------------------------------
                          below) in which event FNV Group shall retain such
                          amounts and any retained amounts shall accumulate and
                          shall be used to make Deemed Restricted Payments at
                          such time or from time to time, as such Deemed
                          Restricted Payments are not Impermissible Deemed
                          Restricted Payments); and

                          Eighth:
                          ------
                          until an aggregate of up to $100 million (as such
                          amount may be reduced to reflect a decrease in the
                          principal amount of New Senior Notes outstanding as a
                          result of purchases (but not prepayments or
                          repayments) by FNV Group under clause Third and clause
                                                                -----
                          Sixth above) has been paid as Contingent Interest, to
                          -----
                          make distributions to FNV Group (i) 95% of which will
                          be used to pay Contingent Interest and (ii) 5% of
                          which will be used by FNV Group to make Deemed
                          Restricted Payments) (unless the making of such Deemed
                          Restricted Payments would be an Impermissible Deemed
                          Restricted Payment, in which event FNV Group shall
                          retain such amounts and any retained amounts shall
                          accumulate and shall be used to make Deemed Restricted
                          Payments at such time or from time to time, as such
                          Deemed Restricted Payments are not Impermissible
                          Deemed Restricted Payments);.

                          provided that, notwithstanding the foregoing, it shall
                          not be a default of this

                                       22
<PAGE>

                         "Use of Cash" covenant if a subsidiary does not make
                         distributions to its parent entity as set forth in
                         First through Eighth above if such dividends or
                         distributions would be Impermissible Restricted
                         Payments or Impermissible Deemed Restricted Payments.

                         Funding and payments in respect of any Refinancing
                         Indebtedness (as defined below) will have the same
                         priority in this "Use of Cash" covenant as corresponds
                         to the Indebtedness so refinanced.

                         "Deemed Restricted Payments means any payments to FNV
                          --------------------------
                         Group's stockholders that would have been Restricted
                         Payments prior to repayment of the New Senior Notes.

                         "Impermissible Deemed Restricted Payments" means a
                          ----------------------------------------
                         Deemed Restricted Payment that, if made by FNV Group or
                         any of its subsidiaries, would render such entity
                         insolvent, would be a fraudulent conveyance by such
                         entity or would not be permitted to be made by such
                         entity under applicable law.

                         "Impermissible Restricted Payments" means a Restricted
                          ---------------------------------
                         Payment that, if made by FNV Group or any of its
                         subsidiaries, would render such entity insolvent, would
                         be a fraudulent conveyance by such entity or would not
                         be permitted to be made by such entity under applicable
                         law.

                         Limitation on Restricted Payments

                         FNV Group will not, directly or indirectly, make any
                         Restricted Payments, other than Restricted Payments
                         permitted under the "Use of Cash" covenant described
                                              -----------
                         above.

                         "Restricted Payment" means (i) the declaration or
                          ------------------
                         payment of any dividend or the making of any
                         distribution on account of FNV Group's equity interests
                         (other than dividends or distributions payable in
                         equity interests of FNV Group) and (ii) the purchase,
                         redemption or other acquisition or retirement for value
                         of any equity interests of FNV Group, other than
                         redemptions, acquisitions or retirements in exchange
                         for equity interests of FNV Group; provided, however,
                                                            --------  -------
                         that Restricted Payments shall not include (i)
                         repurchase of shares to eliminate fractional shares or
                         odd-lots, whether pursuant to a reverse stock-split,
                         odd-lot tender offer or otherwise; (ii) cash payments
                         in lieu of issuance of fractional shares in connection
                         with the exercise of any warrants, rights, options or
                         other securities convertible into or exchangeable for
                         FNV Group equity interests, (iii) the deemed repurchase
                         of FNV Group's equity interests by FNV Group on the
                         cashless exercise of stock options; (iv) payments or
                         distributions to dissenting shareholders pursuant to
                         applicable law, pursuant to or in connection with a
                         consolidation, merger or transfer of assets; or (v)
                         repurchases, redemptions, acquisitions or retirements
                         of equity interests of FNV Group from employees,
                         directors or officers of FNV Group and its
                         subsidiaries.

                                       23
<PAGE>

                         Limitation on Incurrence of Indebtedmess

                         FNV Group will not, and will not permit any of its
                         subsidiaries to, directly or indirectly, create, incur,
                         issue, assume, guarantee or otherwise become directly
                         or indirectly liable, contingently or otherwise, for or
                         with respect to (collectively, "incur") any
                                                         -----
                         Indebtedness other than Permitted Indebtedness or
                         Permitted Nonrecourse Indebtedness.

                         "Indebtedness" means any indebtedness in respect of
                          ------------
                         borrowed money.

                         "Permitted Indebtedness" means (A) Indebtedness
                          ----------------------
                         outstanding (or deemed outstanding under the Plan) on
                         the Effective Date of the Plan, including the Berkadia
                         Loan and the New Senior Notes; (B) Refinancing
                         Indebtedness; (C) Indebtedness at any time outstanding
                         of up to $25 million, excluding Indebtedness
                         outstanding under clause (A) or (B); (D) Foreclosure
                         Indebtedness and (E) intercompany Indebtedness between
                         or among FNV Group and/or any of its subsidiaries.

                         "Foreclosure Indebtedness" means Indebtedness of any
                          ------------------------
                         person either (i) existing at the time that such person
                         becomes a subsidiary of FNV Group or any of its
                         subsidiaries provided that such person becomes a
                         subsidiary of FNV Group as a result of a pre-existing
                         bona fide obligation to FNV Group or any of its
                         subsidiaries, (ii) assumed in connection with the
                         acquisition of assets from any such person provided
                         that such person had a pre-existing bona fide
                         obligation to FNV Group or any of its subsidiaries or
                         (iii) incurred to refinance (as defined below) any
                         Indebtedness described in (i) or (ii) above, subject to
                         the same limitations contained in the proviso to the
                         definition of Refinancing Indebtedness below.

                         "Refinancing Indebtedness" means Indebtedness of FNV
                          ------------------------
                         Group or any of its subsidiaries that is incurred to
                         refund, refinance, replace, renew, repay or extend
                         (including pursuant to any defeasance or discharge
                         mechanism) (collectively, "refinance") any Indebtedness
                                                    ---------
                         issued under the Plan and/or outstanding or deemed to
                         be outstanding on the Effective Date of the Plan or
                         incurred in compliance with the New Senior Notes
                         Indenture (including Indebtedness of FNV Group that
                         refinances Indebtedness of any subsidiary and
                         Indebtedness of any subsidiary that refinances
                         Indebtedness of another subsidiary) including
                         Indebtedness that refinances Refinancing Indebtedness;
                         provided, however, that (a) such Refinancing
                         --------  -------
                         Indebtedness is incurred in an aggregate principal
                         amount (or if issued with original issue discount, an
                         aggregate accreted value) not exceeding the then
                         outstanding amount of the Indebtedness being
                         refinanced, plus a reasonable premium and reasonable
                         costs and expenses paid or incurred in connection with
                         such refinancing (b) except with respect to Refinancing
                         Indebtedness incurred to refinance (i) the New Senior
                         Notes, (ii) Foreclosure Indebtedness or (iii) Permitted
                         Indebtedness not issued under the Plan, such
                         Refinancing Indebtedness shall not have a weighted
                         average life to maturity or maturity date that is
                         earlier than the Indebtedness being refinanced and (c)
                         if the Indebtedness being refinanced is subordinate to
                         the New Senior Notes, then such Refinancing
                         Indebtedness shall be subordinate to the New Senior

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<PAGE>

                         Notes at least to the same extent. The accretion of
                         interest with respect to Indebtedness issued with
                         original issue discount shall not constitute an
                         incurrence of additional Indebtedness.

                         "Permitted Nonrecourse Indebtedness" means Indebtedness
                          ----------------------------------
                         incurred in connection with the acquisition or lease
                         (as lessor) of equipment or real estate (a) that is
                         secured solely by the equipment or real estate acquired
                         or leased, (b) with respect to which the holder of such
                         Indebtedness has recourse only to such equipment or
                         real estate, and (c) which is otherwise nonrecourse to
                         FNV Group or any subsidiary thereof, provided that all
                         proceeds of such Indebtedness, less reasonable expenses
                         incurred in connection with such acquisition or lease,
                         are used as provided in the "Use of Cash" covenant.
                                                      -----------

                         Limitation on Issuance of Capital Stock of
                         Subsidiaries.

                         FNV Group will not permit FNV Capital to issue any
                         additional equity interests to any person other than to
                         FNV Group and will not permit any other subsidiary of
                         FNV Group to issue any preferred equity interests to
                         any person other than to FNV Group or a subsidiary
                         thereof, except that preferred equity interests may be
                         issued such that the liquidation preference of such
                         preferred equity interests is equal to the amount of
                         Indebtedness that would be permitted to be incurred
                         under the "Limitation on Incurrence of Indebtedness"
                                    ----------------------------------------
                         covenant. Mergers and Consolidations

                         FNV Group will not, directly or indirectly, consolidate
                         or merge with or into another person (whether or not
                         FNV Group is the surviving person) unless the person
                         formed by or surviving any such consolidation or merger
                         (if other than FNV Group) assumes all of the
                         obligations under the New Senior Notes and the
                         indenture and immediately after such consolidation or
                         merger there is no default or event that, with the
                         passage of time or notice or both, would be a default
                         under the indenture.

                         No Payment Restrictions Affecting Subsidiaries

                         FNV Group and its subsidiaries will not permit their
                         respective subsidiaries to create any restriction on
                         the ability of any subsidiary to make Restricted
                         Payments, to make loans or advances to its parent
                         entity or to transfer any property or assets to its
                         parent entity, except for restrictions pursuant to (i)
                         the New Senior Notes, (ii) the Berkadia Loan, (iii)
                         contracts as of February 26, 2001 restricting special
                         purpose subsidiaries, (iv) applicable law, (v)
                         Refinancing Indebtedness containing restrictions no
                         more restrictive, taken as a whole, than those
                         contained in the Indebtedness so refinanced, (vi)
                         Permitted Indebtedness described in clause C or D of
                         the definition of Permitted Indebtedness, provided
                         restrictions contained therein are no more restrictive,
                         taken as a whole, than restrictions contained in any
                         Permitted Indebtedness, or (vii) Permitted Nonrecourse
                         Indebtedness incurred by any special purpose
                         subsidiary.

                                       25
<PAGE>

                         The right to receive Contingent Interest under the New
                         Senior Notes shall not constitute any equity interest
                         or indebtedness of FNV Group for purposes of the
                         indenture.

                         The covenants described under "Limitation on
                                                        -------------
                         Restricted Payments," "Limitation on Incurrence of
                         -------------------    ---------------------------
                         Indebtedness," "Limitation on Issuance of Capital
                         ------------    ---------------------------------
                         Stock of FNV Subsidiaries" and "No Payment
                         --------------------------      ----------
                         Restrictions Affecting Subsidiaries" will no longer
                         -----------------------------------
                         apply to FNV Group or its subsidiaries upon payment in
                         full of all interest on (other than Contingent
                         Interest) and principal of the New Senior Notes.

Event of Default........ Each of the following will constitute an "Event of
                                                                   --------
                         Default": (i) default in the payment of all or any part
                         -------
                         of the unpaid principal, if any, and accrued and unpaid
                         interest, if any, on the New Senior Notes at maturity;
                         (ii) failure by FNV Group or any of its subsidiaries to
                         observe or perform in all material respects the
                         provisions of the "Payment" covenant and of clauses
                                            -------
                         First, Second, Fourth, Fifth, Sixth, Seventh, and
                         -----  ------  ------- -----  -----  -------
                         Eighth of the "Use of Cash" covenants for 30 days;
                         ------         -----------
                         (iii) failure by FNV Group to observe or perform in all
                         material respects any other covenant or agreement on
                         the part of FNV Group contained in the New Senior
                         Notes, the indenture or the Pledge Agreement if that
                         failure is not remedied within 60 days after written
                         notice is given to FNV Group by the trustee or to FNV
                         Group and the trustee by the holders of at least 25% in
                         aggregate principal amount of the New Senior Notes then
                         outstanding, specifying such default, requiring that it
                         be remedied and stating that such notice is a "Notice
                                                                        ------
                         of Default" under the indenture; and (iv) certain
                         ----------
                         events of bankruptcy, dissolution or reorganization of
                         FNV Group or FNV Capital.

Book-Entry; Delivery     New Senior Notes will be represented by one or more
and Form..............   permanent global notes in definitive, fully registered
                         form, deposited with the Indenture Trustee as custodian
                         for, and registered in the name of, a nominee of the
                         Depository Trust Company.

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