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                                                                    EXHIBIT 4(b)


                         RECEIVABLES PURCHASE AGREEMENT

                          dated as of January 23, 2001

                                     among

                        ROYAL APPLIANCE RECEIVABLES, INC.

                            ROYAL APPLIANCE MFG. CO.

                        MARKET STREET FUNDING CORPORATION

                                      and

                         PNC BANK, NATIONAL ASSOCIATION
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                                TABLE OF CONTENTS


                                   ARTICLE I.
                       AMOUNTS AND TERMS OF THE PURCHASES

Section 1.1. Purchase Facility.................................................1
Section 1.2. Making Purchases..................................................1
Section 1.3. Purchased Interest Computation....................................2
Section 1.4. Settlement Procedures.............................................3
Section 1.5. Fees..............................................................6
Section 1.6. Payments and Computations, Etc. ..................................6
Section 1.7. Increased Costs...................................................6
Section 1.8. Requirements of Law...............................................7
Section 1.9. Inability to Determine Euro-Rate..................................8


                                   ARTICLE II.
          REPRESENTATIONS AND WARRANTIES; COVENANTS; TERMINATION EVENTS

Section 2.1. Representations and Warranties; Covenants.........................9
Section 2.2. Termination Events................................................9


                          ARTICLE III. INDEMNIFICATION

Section 3.1. Indemnities by the Seller.........................................9
Section 3.2. Indemnities by the Servicer......................................11

                                   ARTICLE IV.
                         ADMINISTRATION AND COLLECTIONS

Section 4.1. Appointment of the Servicer......................................12
Section 4.2. Duties of the Servicer...........................................12
Section 4.3. Lock-Box Arrangements............................................13
Section 4.4. Enforcement Rights...............................................14
Section 4.5. Responsibilities of the Seller...................................15
Section 4.6. Servicing Fee....................................................15

                            ARTICLE V. MISCELLANEOUS

Section 5.1. Amendments, Etc. ................................................15


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Section 5.2. Notices, Etc. ...................................................16
Section 5.3. Assignability....................................................16
Section 5.4. Costs, Expenses and Taxes........................................16
Section 5.5. No Proceedings; Limitation on Payments...........................17
Section 5.7. GOVERNING LAW AND JURISDICTION...................................18
Section 5.8. Execution in Counterparts........................................18
Section 5.9. Survival of Termination..........................................18
Section 5.10. WAIVER OF JURY TRIAL............................................18
Section 5.11. Entire Agreement................................................19
Section 5.12. Headings........................................................19
Section 5.13. Issuer's Liabilities............................................19


EXHIBIT I                  Definitions
EXHIBIT II                 Conditions of Purchases
EXHIBIT III                Representations and Warranties
EXHIBIT IV                 Covenants
EXHIBIT V                  Termination Events

SCHEDULE I                 Credit and Collection Policy
SCHEDULE II                Lock-box Banks and Lock-box Accounts
SCHEDULE III               Trade Names

ANNEX A                    Form of Information Package
ANNEX B                    Form of Purchase Notice
ANNEX C                    Form of Paydown Notice


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         This RECEIVABLES PURCHASE AGREEMENT (as amended, supplemented or
otherwise modified from time to time, this "Agreement") is entered into as of
January 23, 2001, among ROYAL APPLIANCE RECEIVABLES, INC., an Ohio corporation,
as seller (the "Seller"), ROYAL APPLIANCE MFG. CO., an Ohio corporation
("Royal"), as initial servicer (in such capacity, together with its successors
and permitted assigns in such capacity, the "Servicer"), MARKET STREET FUNDING
CORPORATION, a Delaware corporation (together with its successors and permitted
assigns, the "Issuer"), and PNC BANK, NATIONAL ASSOCIATION, a national banking
association ("PNC"), as administrator (in such capacity, together with its
successors and assigns in such capacity, the "Administrator").

         PRELIMINARY STATEMENTS. Certain terms that are capitalized and used
 throughout this Agreement are defined in Exhibit I. References in the Exhibits
 hereto to the "Agreement" refer to this Agreement, as amended, supplemented or
 otherwise modified from time to time.

         The Seller desires to sell, transfer and assign an undivided variable
 percentage interest in a pool of receivables, and the Issuer desires to acquire
 such undivided variable percentage interest, as such percentage interest shall
 be adjusted from time to time based upon, in part, reinvestment payments that
 are made by the Issuer.

         In consideration of the mutual agreements, provisions and covenants
 contained herein, the parties hereto agree as follows:

                                   ARTICLE I.
                       AMOUNTS AND TERMS OF THE PURCHASES


         Section 1.1. Purchase Facility. (a) On the terms and conditions
hereinafter set forth, the Issuer hereby agrees to purchase, and make
reinvestments of, undivided percentage ownership interests with regard to the
Purchased Interest from the Seller from time to time from the date hereof to the
Facility Termination Date. Under no circumstances shall the Issuer make any such
purchase or reinvestment if, after giving effect to such purchase or
reinvestment, the aggregate outstanding Capital of the Purchased Interest would
exceed the Purchase Limit. Under no circumstances shall the Issuer make more
than four purchases during any one calendar month.

         (b) The Seller may, upon at least 60 days' written notice to the
 Administrator, terminate the purchase facility provided in this Section in
 whole or, upon at least 30 days' written notice to the Administrator, from time
 to time, irrevocably reduce in part the unused portion of the Purchase Limit;
 provided, that each partial reduction shall be in the amount of at least
 $5,000,000, or an integral multiple of $1,000,000 in excess thereof, and that,
 unless terminated in whole, the Purchase Limit shall in no event be reduced
 below $20,000,000.

         Section 1.2. Making Purchases. (a) Each purchase (but not reinvestment)
of undivided percentage ownership interests with regard to the Purchased
Interest hereunder shall be made upon
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the Seller's irrevocable written notice in the form of Annex B (the "Purchase
Notice") delivered to the Administrator in accordance with Section 5.2 (which
notice must be received by the Administrator before 11:00 a.m., New York City
time) at least two Business Days before the requested purchase date, which
notice shall specify: (A) the amount requested to be paid to the Seller (such
amount, which shall not be less than $1,000,000 and shall be in integral
multiples of $100,000, being the Capital relating to the undivided percentage
ownership interest then being purchased), (B) the date of such purchase (which
shall be a Business Day), and (C) the pro forma calculation of the Purchased
Interest after giving effect to the increase in Capital.

         (b) On the date of each purchase (but not reinvestment) of undivided
 percentage ownership interests with regard to the Purchased Interest hereunder,
 the Issuer shall, upon satisfaction of the applicable conditions set forth in
 Exhibit II, make available to the Seller in same day funds, at PNC Bank,
 National Association, account number 1011569424, ABA 043000096, an amount equal
 to the Capital relating to the undivided percentage ownership interest then
 being purchased.

         (c) Effective on the date of each purchase pursuant to this Section and
 each reinvestment pursuant to Section 1.4, the Seller hereby sells and assigns
 to the Issuer an undivided percentage ownership interest in: (i) each Pool
 Receivable then existing, (ii) all Related Security with respect to such Pool
 Receivables, and (iii) all Collections with respect to, and other proceeds of,
 such Pool Receivables and Related Security.

         (d) To secure all of the Seller's obligations (monetary or otherwise)
 under this Agreement and the other Transaction Documents to which it is a
 party, whether now or hereafter existing or arising, due or to become due,
 direct or indirect, absolute or contingent, the Seller hereby grants to the
 Issuer a security interest in all of the Seller's right, title and interest
 (including any undivided interest of the Seller) in, to and under all of the
 following, whether now or hereafter owned, existing or arising: (i) all Pool
 Receivables, (ii) all Related Security with respect to such Pool Receivables,
 (iii) all Collections with respect to, and other proceeds of, such Pool
 Receivables and Related Security, (iv) the Lock-Box Accounts and all amounts on
 deposit therein, and all certificates and instruments, if any, from time to
 time evidencing such Lock-Box Accounts and such amounts on deposit therein, (v)
 all rights (but none of the obligations) of the Seller under the Purchase and
 Sale Agreement, and (vi) all proceeds of, and all amounts received or
 receivable under any or all of, the foregoing (collectively, the "Pool
 Assets"). The Issuer shall have, with respect to the Pool Assets, and in
 addition to all the other rights and remedies available to the Issuer, all the
 rights and remedies of a secured party under any applicable UCC.

         Section 1.3. Purchased Interest Computation. The Purchased Interest
shall be initially computed on the date of the initial purchase hereunder.
Thereafter, until the Facility Termination Date, the Purchased Interest shall be
automatically recomputed (or deemed to be recomputed) on each Business Day other
than a Termination Day. From and after the occurrence of any Termination Day,
the Purchased Interest shall (until the event(s) giving rise to such Termination
Day are satisfied or are waived by the Administrator) be deemed to be 100%. The
Purchased Interest shall become zero when the Capital thereof and Discount
thereon shall have been paid in full, all the amounts owed by the Seller and the
Servicer hereunder to the Issuer, the Administrator and any other

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Indemnified Party or Affected Person are paid in full, and the Servicer shall
have received the accrued Servicing Fee thereon.

         Section 1.4. Settlement Procedures. (a) The collection of the Pool
Receivables shall be administered by the Servicer in accordance with this
Agreement. The Seller shall provide to the Servicer on a timely basis all
information needed for such administration, including notice of the occurrence
of any Termination Day and current computations of the Purchased Interest.

         (b) The Servicer shall, on each day on which Collections of Pool
Receivables are received (or deemed received) by the Seller or the Servicer:

                  (i) set aside and hold in trust (and shall, at the request of
         the Administrator, segregate in a separate account approved by the
         Administrator) for the Issuer, out of the Issuer's Share of such
         Collections, first, an amount equal to the Discount accrued through
         such day for each Portion of Capital and not previously set aside,
         second, an amount equal to the fees set forth in the Fee Letter accrued
         and unpaid through such day, and third, to the extent funds are
         available therefor, an amount equal to the Issuer's Share of the
         Servicing Fee accrued through such day and not previously set aside,

                  (ii) subject to Section 1.4(f), if such day is not a
         Termination Day, remit to the Seller, on behalf of the Issuer, the
         remainder of the Issuer's Share of such Collections. Such remainder
         shall be automatically reinvested in Pool Receivables, and in the
         Related Security, Collections and other proceeds with respect thereto;
         provided, however, that if the Purchased Interest would exceed 100%,
         then the Servicer shall not reinvest, but shall set aside and hold in
         trust for the Issuer (and shall, at the request of the Administrator,
         segregate in a separate account approved by the Administrator) a
         portion of such Collections that, together with the other Collections
         set aside pursuant to this paragraph, shall equal the amount necessary
         to reduce the Purchased Interest to 100%,

                  (iii) if such day is a Termination Day, set aside, segregate
         and hold in trust (and shall, at the request of the Administrator,
         segregate in a separate account approved by the Administrator) for the
         Issuer the entire remainder of the Issuer's Share of the Collections;
         provided, that if amounts are set aside and held in trust on any
         Termination Day of the type described in clause (a) of the definition
         of "Termination Day" and, thereafter, the conditions set forth in
         Section 2 of Exhibit II are satisfied or waived by the Administrator,
         such previously set-aside amounts shall be reinvested in accordance
         with clause (ii) on the day of such subsequent satisfaction or waiver
         of conditions, and

                  (iv) release to the Seller (subject to Section 1.4(f)) for its
         own account any Collections in excess of: (x) amounts required to be
         reinvested in accordance with clause (ii) or the proviso to clause
         (iii) plus (y) the amounts that are required to be set aside pursuant
         to clause (i), the proviso to clause (ii) and clause (iii) plus (z) the
         Seller's Share of the Servicing Fee accrued and unpaid through such day
         and all reasonable and appropriate out-

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         of-pocket costs and expenses of the Servicer for servicing, collecting
         and administering the Pool Receivables.

         (c) The Servicer shall deposit into the Administration Account (or such
other account designated by the Administrator), on each Settlement Date,
Collections held for the Issuer pursuant to clause (b)(i) or (f) plus the amount
of Collections then held for the Issuer pursuant to clauses (b)(ii) and (iii) of
Section 1.4; provided, that if Royal or an Affiliate thereof is the Servicer,
such day is not a Termination Day and the Administrator has not notified Royal
(or such Affiliate) that such right is revoked, Royal (or such Affiliate) may
retain the portion of the Collections set aside pursuant to clause (b)(i) that
represents the Issuer's Share of the Servicing Fee. On the last day of each
Settlement Period, the Administrator will notify the Servicer by facsimile of
the amount of Discount accrued with respect to each Portion of Capital during
such Settlement Period or portion thereof.

         (d) Upon receipt of funds deposited into the Administration Account
pursuant to clause (c), the Administrator shall cause such funds to be
distributed as follows:

                  (i) if such distribution occurs on a day that is not a
         Termination Day and the Purchased Interest does not exceed 100%, first
         to the Issuer in payment in full of all accrued Discount and fees
         (other than Servicing Fees) with respect to each Portion of Capital,
         and second, if the Servicer has set aside amounts in respect of the
         Servicing Fee pursuant to clause (b)(i) and has not retained such
         amounts pursuant to clause (c), to the Servicer (payable in arrears on
         each Settlement Date) in payment in full of the Issuer's Share of
         accrued Servicing Fees so set aside, and

                  (ii) if such distribution occurs on a Termination Day or on a
         day when the Purchased Interest exceeds 100%, first to the Issuer in
         payment in full of all accrued Discount with respect to each Portion of
         Capital, second to the Issuer in payment in full of Capital (or, if
         such day is not a Termination Day, the amount necessary to reduce the
         Purchased Interest to 100%), third, to the Servicer in payment in full
         of all accrued Servicing Fees, and fourth, if the Capital and accrued
         Discount with respect to each Portion of Capital have been reduced to
         zero, and all accrued Servicing Fees payable to the Servicer have been
         paid in full, to the Issuer, the Administrator and any other
         Indemnified Party or Affected Person in payment in full of any other
         amounts owed thereto by the Seller hereunder.

 After the Capital, Discount, fees payable pursuant to the Fee Letter and
 Servicing Fees with respect to the Purchased Interest, and any other amounts
 payable by the Seller and the Servicer to the Issuer, the Administrator or any
 other Indemnified Party or Affected Person hereunder, have been paid in full,
 all additional Collections with respect to the Purchased Interest shall be paid
 to the Seller for its own account.

         (e) For the purposes of this Section 1.4:

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                  (i) if on any day the Outstanding Balance of any Pool
         Receivable is reduced or adjusted as a result of any defective,
         rejected, returned, repossessed or foreclosed goods or services, or any
         revision, cancellation, allowance, rebate, discount or other adjustment
         made by the Seller or any Affiliate of the Seller, or any setoff or
         dispute between the Seller or any Affiliate of the Seller and an
         Obligor, the Seller shall be deemed to have received on such day a
         Collection of such Pool Receivable in the amount of such reduction or
         adjustment;

                  (ii) if on any day any of the representations or warranties in
         Section 1(g) or (n) of Exhibit III is not true with respect to any Pool
         Receivable, the Seller shall be deemed to have received on such day a
         Collection of such Pool Receivable in full;

                  (iii) except as provided in clause (i) or (ii), or as
         otherwise required by applicable law or the relevant Contract, all
         Collections received from an Obligor of any Receivable shall be applied
         to the Receivables of such Obligor in the order of the age of such
         Receivables, starting with the oldest such Receivable, unless such
         Obligor designates in writing its payment for application to specific
         Receivables; and

                  (iv) if and to the extent the Administrator or the Issuer
         shall be required for any reason to pay over to an Obligor (or any
         trustee, receiver, custodian or similar official in any Insolvency
         Proceeding) any amount received by it hereunder, such amount shall be
         deemed not to have been so received by the Administrator or the Issuer
         but rather to have been retained by the Seller and, accordingly, the
         Administrator or the Issuer, as the case may be, shall have a claim
         against the Seller for such amount, payable when and to the extent that
         any distribution from or on behalf of such Obligor is made in respect
         thereof.

         (f) If at any time the Seller shall wish to cause the reduction of
Capital (but not to commence the liquidation, or reduction to zero, of the
entire Capital of the Purchased Interest), the Seller may do so as follows:

                  (i) the Seller shall give the Administrator and the Servicer
         written notice in the form of Annex C (A) at least two Business Days'
         prior to the date of such reduction for any reduction of Capital less
         than or equal to $10,000,000 and (B) at least ten Business Days' prior
         to the date of such reduction for any reduction of Capital greater than
         $10,000,000 (in each case such notice shall include the amount of such
         proposed reduction and the proposed date on which such reduction will
         commence);

                  (ii) on the proposed date of the commencement of such
         reduction and on each day thereafter, the Servicer shall cause
         Collections not to be reinvested until the amount thereof not so
         reinvested shall equal the desired amount of reduction; and

                  (iii) the Servicer shall hold such Collections in trust for
         the Issuer, for payment to the Administrator on the (1) next Settlement
         Date immediately following the current Settlement Period or (2) such
         other date approved by the Administrator with at least five Business
         Days

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         prior written notice to the Administrator of such payment, and Capital
         shall be deemed reduced in the amount to be paid to the Administrator
         only when in fact finally so paid;

provided, that (a) the amount of any such reduction shall be not less than
$1,000,000 and shall be an integral multiple of $100,000, and the entire Capital
of the Purchased Interest after giving effect to such reduction shall be not
less than $10,000,000 and shall be in an integral multiple of $100,000 (unless
the entire Capital shall have been reduced to zero) and (b) the Seller shall
choose a reduction amount, and the date of commencement thereof, so that to the
extent practicable such reduction shall commence and conclude in the same
Settlement Period.

         Section 1.5. Fees. The Seller shall pay to the Administrator certain
 fees in the amounts and on the dates set forth in a letter, dated the date
 hereof, among Royal, the Seller and the Administrator (as such letter agreement
 may be amended, supplemented or otherwise modified from time to time, the "Fee
 Letter").

         Section 1.6. Payments and Computations, Etc. (a) All amounts to be paid
or deposited by the Seller or the Servicer hereunder shall be made without
reduction for offset or counterclaim and shall be paid or deposited no later
than noon (New York City time) on the day when due in same day funds to the
Administration Account. All amounts received after noon (New York City time)
will be deemed to have been received on the next Business Day.

         (b) The Seller or the Servicer, as the case may be, shall, to the
 extent permitted by law, pay interest on any amount not paid or deposited by
 the Seller or the Servicer, as the case may be, when due hereunder, at an
 interest rate equal to 2.0% per annum above the Base Rate, payable on demand;
 provided, however, that such rate shall not at any time exceed the maximum rate
 permitted by applicable law.

         (c) All computations of interest under clause (b) and all computations
of Discount, fees and other amounts hereunder shall be made on the basis of a
year of 360 (or 365 or 366, as applicable, with respect to Discount or other
amounts calculated by reference to the Base Rate) days for the actual number of
days elapsed. Whenever any payment or deposit to be made hereunder shall be due
on a day other than a Business Day, such payment or deposit shall be made on the
next Business Day and such extension of time shall be included in the
computation of such payment or deposit.

         Section 1.7. Increased Costs. (a) If the Administrator, the Issuer, any
Purchaser, any other Program Support Provider or any of their respective
Affiliates (each an "Affected Person") reasonably determines that the existence
of or compliance with: (i) any law or regulation or any change therein or in the
interpretation or application thereof, in each case adopted, issued or occurring
after the date hereof, or (ii) any request, guideline or directive from any
central bank or other Governmental Authority (whether or not having the force of
law) issued or occurring after the date of this Agreement, affects or would
affect the amount of capital required or expected to be maintained by such
Affected Person, and such Affected Person determines that the amount of such
capital is increased by or based upon the existence of any commitment to make
purchases of (or otherwise to maintain the investment in) Pool Receivables
related to this Agreement or any related

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liquidity facility, credit enhancement facility and other commitments of the
same type, then, upon demand by such Affected Person (with a copy to the
Administrator), the Seller shall promptly pay to the Administrator, for the
account of such Affected Person, from time to time as specified by such Affected
Person, additional amounts sufficient to compensate such Affected Person in the
light of such circumstances, to the extent that such Affected Person reasonably
determines such increase in capital to be allocable to the existence of any of
such commitments. A certificate as to such amounts submitted to the Seller and
the Administrator by such Affected Person shall be conclusive and binding for
all purposes, absent manifest error.

         (b) If, due to either: (i) the introduction of or any change in or in
 the interpretation of any law or regulation or (ii) compliance with any
 guideline or request from any central bank or other Governmental Authority
 (whether or not having the force of law), there shall be any increase in the
 cost to any Affected Person of agreeing to purchase or purchasing, or
 maintaining the ownership of, the Purchased Interest in respect of which
 Discount is computed by reference to the Euro-Rate, then, upon demand by such
 Affected Person, the Seller shall promptly pay to such Affected Person, from
 time to time as specified by such Affected Person, additional amounts
 sufficient to compensate such Affected Person for such increased costs. A
 certificate as to such amounts submitted to the Seller and the Administrator by
 such Affected Person shall be conclusive and binding for all purposes, absent
 manifest error.

         (c) If such increased costs affect the related Affected Person's
 portfolio of financing transactions, such Affected Person shall use reasonable
 averaging and attribution methods to allocate such increased costs to the
 transactions contemplated by this Agreement.

         (d) Each Affected Person will notify Seller and the Administrator
promptly after it has received official notice of any event which will entitle
such Affected Person to such additional amounts as compensation pursuant to this
Section 1.7. Such additional amounts shall accrue from the date as to which such
Affected Person becomes subject to such additional costs as a result of such
event (or if such notice of such event is not given to Seller by such Affected
Person within 90 days after such Affected Person received such official notice
of such event, from the date which is 90 days prior to the date such notice is
given to Seller by such Affected Person).

         Section 1.8. Requirements of Law. If any Affected Person reasonably
determines that the existence of or compliance with: (a) any law or regulation
or any change therein or in the interpretation or application thereof, in each
case adopted, issued or occurring after the date hereof, or (b) any request,
guideline or directive from any central bank or other Governmental Authority
(whether or not having the force of law) issued or occurring after the date of
this Agreement:

                  (i) does or shall subject such Affected Person to any tax of
         any kind whatsoever with respect to this Agreement, any increase in the
         Purchased Interest or in the amount of Capital relating thereto, or
         does or shall change the basis of taxation of payments to such Affected
         Person on account of Collections, Discount or any other amounts payable
         hereunder (excluding taxes imposed on the overall pre-tax net income of
         such Affected Person, and

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franchise taxes imposed on such Affected Person, by the jurisdiction under the
laws of which such Affected Person is organized or a political subdivision
thereof),

                  (ii) does or shall impose, modify or hold applicable any
         reserve, special deposit, compulsory loan or similar requirement
         against assets held by, or deposits or other liabilities in or for the
         account of, purchases, advances or loans by, or other credit extended
         by, or any other acquisition of funds by, any office of such Affected
         Person that are not otherwise included in the determination of the
         Euro-Rate or the Base Rate hereunder, or

                  (iii) does or shall impose on such Affected Person any other
         condition,

 and the result of any of the foregoing is: (A) to increase the cost to such
 Affected Person of acting as Administrator, or of agreeing to purchase or
 purchasing or maintaining the ownership of undivided percentage ownership
 interests with regard to the Purchased Interest (or interests therein) or any
 Portion of Capital, or (B) to reduce any amount receivable hereunder (whether
 directly or indirectly), then, in any such case, upon demand by such Affected
 Person, the Seller shall promptly pay to such Affected Person additional
 amounts necessary to compensate such Affected Person for such additional cost
 or reduced amount receivable. All such amounts shall be payable as incurred. A
 certificate from such Affected Person to the Seller and the Administrator
 certifying, in reasonably specific detail, the basis for, calculation of, and
 amount of such additional costs or reduced amount receivable shall be
 conclusive and binding for all purposes, absent manifest error; provided,
 however, that no Affected Person shall be required to disclose any confidential
 or tax planning information in any such certificate.

         Each Affected Person will notify Seller and the Administrator promptly
after it has received official notice of any event which will entitle such
Affected Person to such additional amounts as compensation pursuant to this
Section 1.8. Such additional amounts shall accrue from the date as to which such
Affected Person becomes subject to such additional costs as a result of such
event (or if such notice of such event is not given to Seller by such Affected
Person within 90 days after such Affected Person received such official notice
of such event, from the date which is 90 days prior to the date such notice is
given to Seller by such Affected Person).

         Section 1.9. Inability to Determine Euro-Rate. (a) If the Administrator
determines before the first day of any Settlement Period (which determination
shall be final and conclusive) that, by reason of circumstances affecting the
interbank eurodollar market generally, deposits in dollars (in the relevant
amounts for such Settlement Period) are not being offered to banks in the
interbank eurodollar market for such Settlement Period, or adequate means do not
exist for ascertaining the Euro-Rate for such Settlement Period, then the
Administrator shall give notice thereof to the Seller. Thereafter, until the
Administrator notifies the Seller that the circumstances giving rise to such
suspension no longer exist, (a) no Portion of Capital shall be funded at the
Alternate Rate determined by reference to the Euro-Rate and (b) the Discount for
any outstanding Portions of Capital then funded at the Alternate Rate determined
by reference to the Euro-Rate shall, on the last day of the then current
Settlement Period, be converted to the Alternate Rate determined by reference to
the Base Rate.

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<PAGE>   12
         (b) If, on or before the first day of any Settlement Period, the
Administrator shall have been notified by any Purchaser that, such Purchaser has
determined (which determination shall be final and conclusive) that, any
enactment, promulgation or adoption of or any change in any applicable law, rule
or regulation, or any change in the interpretation or administration thereof by
a governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by such Purchaser with
any guideline, request or directive (whether or not having the force of law) of
any such authority, central bank or comparable agency shall make it unlawful or
impossible for such Purchaser to fund or maintain any Portion of Capital at the
Alternate Rate and based upon the Euro-Rate, the Administrator shall notify the
Seller thereof. Upon receipt of such notice, until the Administrator notifies
the Seller that the circumstances giving rise to such determination no longer
apply, (a) no Portion of Capital shall be funded at the Alternate Rate
determined by reference to the Euro-Rate and (b) the Discount for any
outstanding Portions of Capital then funded at the Alternate Rate determined by
reference to the Euro-Rate shall be converted to the Alternate Rate determined
by reference to the Base Rate either (i) on the last day of the then current
Settlement Period if such Purchaser may lawfully continue to maintain such
Portion of Capital at the Alternate Rate determined by reference to the
Euro-Rate to such day, or (ii) immediately, if such Purchaser may not lawfully
continue to maintain such Portion of Capital at the Alternate Rate determined by
reference to the Euro-Rate to such day.


                                   ARTICLE II.
                   REPRESENTATIONS AND WARRANTIES; COVENANTS;
                               TERMINATION EVENTS

         Section 2.1. Representations and Warranties; Covenants. Each of the
Seller, Royal and the Servicer hereby makes the representations and warranties,
and hereby agrees to perform and observe the covenants, applicable to it set
forth in Exhibits III and IV, respectively.

         Section 2.2. Termination Events. If any of the Termination Events set
 forth in Exhibit V shall occur, the Administrator may, by notice to the Seller,
 declare the Facility Termination Date to have occurred (in which case the
 Facility Termination Date shall be deemed to have occurred); provided, that
 automatically upon the occurrence of any event (without any requirement for the
 passage of time or the giving of notice) described in paragraph (f) of Exhibit
 V, the Facility Termination Date shall occur. Upon any such declaration,
 occurrence or deemed occurrence of the Facility Termination Date, the Issuer
 and the Administrator shall have, in addition to the rights and remedies that
 they may have under this Agreement, all other rights and remedies provided
 after default under the New York UCC and under other applicable law, which
 rights and remedies shall be cumulative.


                                  ARTICLE III.
                                INDEMNIFICATION

         Section 3.1. Indemnities by the Seller. Without limiting any other
rights that the Administrator, the Issuer, any Program Support Provider or any
of their respective Affiliates,

                                       9
<PAGE>   13
employees, officers, directors, agents, counsel, successors, transferees or
assigns (each, an "Indemnified Party") may have hereunder or under applicable
law, the Seller hereby agrees to indemnify each Indemnified Party from and
against any and all claims, damages, expenses, costs, losses and liabilities
(including Attorney Costs) (all of the foregoing being collectively referred to
as "Indemnified Amounts") arising out of or resulting from this Agreement
(whether directly or indirectly), the use of proceeds of purchases or
reinvestments, the ownership of the Purchased Interest, or any interest therein,
or in respect of any Receivable, Related Security or Contract, excluding,
however: (a) Indemnified Amounts to the extent resulting from gross negligence
or willful misconduct on the part of such Indemnified Party or its officers,
directors, agents or counsel, (b) recourse (except as otherwise specifically
provided in this Agreement) for Receivables, or (c) any overall net income taxes
or franchise taxes imposed on such Indemnified Party by the jurisdiction under
the laws of which such Indemnified Party is organized or any political
subdivision thereof. Without limiting or being limited by the foregoing, and
subject to the exclusions set forth in the preceding sentence, the Seller shall
pay on demand (which demand shall be accompanied by documentation of the
Indemnified Amounts, in reasonable detail) to each Indemnified Party any and all
amounts necessary to indemnify such Indemnified Party from and against any and
all Indemnified Amounts relating to or resulting from any of the following:

                  (i) the failure of any Receivable included in the calculation
         of the Net Receivables Pool Balance as an Eligible Receivable to be an
         Eligible Receivable, the failure of any information contained in an
         Information Package to be true and correct, or the failure of any other
         information provided to the Issuer or the Administrator with respect to
         Receivables or this Agreement to be true and correct,

                  (ii) the failure of any representation, warranty or statement
         made or deemed made by the Seller (or any of its officers) under or in
         connection with this Agreement to have been true and correct as of the
         date made or deemed made in all respects when made,

                  (iii) the failure by the Seller to comply with any applicable
         law, rule or regulation with respect to any Pool Receivable or the
         related Contract, or the failure of any Pool Receivable or the related
         Contract to conform to any such applicable law, rule or regulation,

                  (iv) the failure to vest in the Issuer a valid and
         enforceable: (A) perfected undivided percentage ownership interest, to
         the extent of the Purchased Interest, in the Receivables in, or
         purporting to be in, the Receivables Pool and the other Pool Assets, or
         (B) first priority perfected security interest in the Pool Assets, in
         each case, free and clear of any Adverse Claim,

                  (v) the failure to have filed, or any delay in filing,
         financing statements or other similar instruments or documents under
         the UCC of any applicable jurisdiction or other applicable laws with
         respect to any Receivables in, or purporting to be in, the Receivables
         Pool and the other Pool Assets, whether at the time of any purchase or
         reinvestment or at any subsequent time,

                                       10
<PAGE>   14
                  (vi) any dispute, claim, offset or defense (other than
         discharge in bankruptcy of the Obligor) of the Obligor to the payment
         of any Receivable in, or purporting to be in, the Receivables Pool
         (including a defense based on such Receivable or the related Contract
         not being a legal, valid and binding obligation of such Obligor
         enforceable against it in accordance with its terms), or any other
         claim resulting from the sale of the goods or services related to such
         Receivable or the furnishing or failure to furnish such goods or
         services or relating to collection activities with respect to such
         Receivable,

                  (vii) any failure of the Seller, any Affiliate of the Seller
         or the Servicer to perform its duties or obligations in accordance with
         the provisions hereof or under the Contracts,

                  (viii) any products liability or other claim, investigation,
         litigation or proceeding arising out of or in connection with
         merchandise, insurance or services that are the subject of any
         Contract,

                  (ix) the commingling of Collections at any time with other
         funds,

                  (x) the use of proceeds of purchases or reinvestments, or

                  (xi) any reduction in Capital as a result of the distribution
         of Collections pursuant to Section 1.4(d), if all or a portion of such
         distributions shall thereafter be rescinded or otherwise must be
         returned for any reason.

         Section 3.2. Indemnities by the Servicer. Without limiting any other
rights that the Administrator, the Issuer or any other Indemnified Party may
have hereunder or under applicable law, the Servicer hereby agrees to indemnify
each Indemnified Party from and against any and all Indemnified Amounts arising
out of or resulting from (whether directly or indirectly): (a) the failure of
any information contained in an Information Package to be true and correct, or
the failure of any other information provided to the Issuer or the Administrator
by, or on behalf of, the Servicer to be true and correct, (b) the failure of any
representation, warranty or statement made or deemed made by the Servicer (or
any of its officers) under or in connection with this Agreement to have been
true and correct as of the date made or deemed made in all respects when made,
(c) the failure by the Servicer to comply with any applicable law, rule or
regulation with respect to any Pool Receivable or the related Contract, (d) any
dispute, claim, offset or defense of the Obligor to the payment of any
Receivable in, or purporting to be in, the Receivables Pool resulting from or
related to the collection activities with respect to such Receivable, (e) any
failure of the Servicer to perform its duties or obligations in accordance with
the provisions hereof or any other Transaction Document to which it is a party,
(f) the failure to have filed, or any delay in filing, financing statements or
other similar instruments or documents under the UCC of any applicable
jurisdiction or other applicable laws with respect to any Receivables, in or
purporting to be in the Receivables Pool and any other Pool Assets, whether at
the time of any purchase or reinvestment or at any subsequent time, or (g) any
commingling by the Servicer of Collections at any time with other funds.

                                       11
<PAGE>   15
                                   ARTICLE IV.
                         ADMINISTRATION AND COLLECTIONS

         Section 4.1. Appointment of the Servicer. (a) The servicing,
administering and collection of the Pool Receivables shall be conducted by the
Person so designated from time to time as the Servicer in accordance with this
Section. Until the Administrator gives notice to Royal (in accordance with this
Section) of the designation of a new Servicer, Royal is hereby designated as,
and hereby agrees to perform the duties and obligations of, the Servicer
pursuant to the terms hereof. Upon the occurrence of a Termination Event, the
Administrator may designate as Servicer any Person (including itself) to succeed
Royal or any successor Servicer, on the condition in each case that any such
Person so designated shall agree to perform the duties and obligations of the
Servicer pursuant to the terms hereof.

         (b) Upon the designation of a successor Servicer as set forth in clause
 (a), Royal agrees that it will terminate its activities as Servicer hereunder
 in a manner that the Administrator determines will facilitate the transition of
 the performance of such activities to the new Servicer, and Royal shall
 cooperate with and assist such new Servicer. Such cooperation shall include
 access to and transfer of related records and use by the new Servicer of all
 licenses, hardware or software necessary or desirable to collect the Pool
 Receivables and the Related Security.

         (c) Royal acknowledges that, in making their decision to execute and
 deliver this Agreement, the Administrator and the Issuer have relied on Royal's
 agreement to act as Servicer hereunder. Accordingly, Royal agrees that it will
 not voluntarily resign as Servicer.

         (d) The Servicer may delegate its duties and obligations hereunder to
 any subservicer (each a "Sub-Servicer"); provided, that, in each such
 delegation: (i) such Sub-Servicer shall agree in writing to perform the duties
 and obligations of the Servicer pursuant to the terms hereof, (ii) the Servicer
 shall remain primarily liable for the performance of the duties and obligations
 so delegated, (iii) the Seller, the Administrator and the Issuer shall have the
 right to look solely to the Servicer for performance, and (iv) the terms of any
 agreement with any Sub-Servicer shall provide that the Administrator may
 terminate such agreement upon the termination of the Servicer hereunder by
 giving notice of its desire to terminate such agreement to the Servicer (and
 the Servicer shall provide appropriate notice to each such Sub-Servicer);
 provided, however, that if any such delegation is to any Person other than the
 Originator, the Administrator shall have consented in writing in advance to
 such delegation.

         Section 4.2. Duties of the Servicer. (a) The Servicer shall take or
cause to be taken all such action as may be necessary or advisable to administer
and collect each Pool Receivable from time to time, all in accordance with this
Agreement and all applicable laws, rules and regulations, with reasonable care
and diligence, and in accordance with the Credit and Collection Policies. The
Servicer shall set aside, for the accounts of the Seller and the Issuer, the
amount of the Collections to which each is entitled in accordance with Article
I. The Servicer may, in accordance with the applicable Credit and Collection
Policy, extend the maturity of any Pool Receivable and extend the maturity or
adjust the Outstanding Balance of any Defaulted Receivable as the Servicer may

                                       12
<PAGE>   16
determine to be appropriate to maximize Collections thereof; provided,
however, that: for the purposes of this Agreement, (i) such extension shall not
change the number of days such Pool Receivable has remained unpaid from the date
of the original due date related to such Pool Receivable, (ii) such extension or
adjustment shall not alter the status of such Pool Receivable as a Delinquent
Receivable or a Defaulted Receivable or limit the rights of the Issuer or the
Administrator under this Agreement and (iii) if a Termination Event has occurred
and Royal or an Affiliate thereof is serving as the Servicer, Royal or such
Affiliate may make such extension or adjustment only upon the prior approval of
the Administrator. The Seller shall deliver to the Servicer and the Servicer
shall hold for the benefit of the Seller and the Administrator (individually and
for the benefit of the Issuer), in accordance with their respective interests,
all records and documents (including computer tapes or disks) with respect to
each Pool Receivable. Notwithstanding anything to the contrary contained herein,
the Administrator may direct the Servicer (whether the Servicer is Royal or any
other Person) to commence or settle any legal action to enforce collection of
any Pool Receivable or to foreclose upon or repossess any Related Security.

         (b) The Servicer shall, as soon as practicable following actual receipt
 of collected funds, turn over to the Seller the collections of any indebtedness
 that is not a Pool Receivable, less, if Royal or an Affiliate thereof is not
 the Servicer, all reasonable and appropriate out-of-pocket costs and expenses
 of such Servicer of servicing, collecting and administering such collections.
 The Servicer, if other than Royal or an Affiliate thereof, shall, as soon as
 practicable upon demand, deliver to the Seller all records in its possession
 that evidence or relate to any indebtedness that is not a Pool Receivable, and
 copies of records in its possession that evidence or relate to any indebtedness
 that is a Pool Receivable.

         (c) The Servicer's obligations hereunder shall terminate on the later
 of: (i) the Facility Termination Date and (ii) the date on which all amounts
 required to be paid to the Issuer, the Administrator and any other Indemnified
 Party or Affected Person hereunder shall have been paid in full.

         After such termination, if Royal or an Affiliate thereof was not the
 Servicer on the date of such termination, the Servicer shall promptly deliver
 to the Seller all books, records and related materials that the Seller
 previously provided to the Servicer, or that have been obtained by the
 Servicer, in connection with this Agreement.

         Section 4.3. Lock-Box Arrangements. Prior to the initial purchase
 hereunder, the Seller shall enter into Lock-Box Agreements with all of the
 Lock-Box Banks and deliver original counterparts thereof to the Administrator.
 Upon the occurrence of a Termination Event, the Administrator may at any time
 thereafter give notice to each Lock-Box Bank that the Administrator is
 exercising its rights under the Lock-Box Agreements to do any or all of the
 following: (a) to have the exclusive ownership and control of the Lock-Box
 Accounts transferred to the Administrator and to exercise exclusive dominion
 and control over the funds deposited therein, (b) to have the proceeds that are
 sent to the respective Lock-Box Accounts redirected pursuant to the
 Administrator's instructions rather than deposited in the applicable Lock-Box
 Account, and (c) to take any or all other actions permitted under the
 applicable Lock-Box Agreement. The Seller hereby agrees that if the

                                       13
<PAGE>   17
Administrator at any time takes any action set forth in the preceding sentence,
the Administrator shall have exclusive control of the proceeds (including
Collections) of all Pool Receivables and the Seller hereby further agrees to
take any other action that the Administrator may reasonably request to transfer
such control. Any proceeds of Pool Receivables received by the Seller or the
Servicer thereafter shall be sent immediately to the Administrator. The parties
hereto hereby acknowledge that if at any time the Administrator takes control of
any Lock-Box Account, the Administrator shall not have any rights to the funds
therein in excess of the unpaid amounts due to the Administrator, the Issuer or
any other Person hereunder, and the Administrator shall distribute or cause to
be distributed such funds in accordance with Section 4.2(b) and Article I (in
each case as if such funds were held by the Servicer thereunder).

         Section 4.4. Enforcement Rights. (a) At any time following the
occurrence of a Termination Event:

                  (i) the Administrator may direct the Obligors that payment of
         all amounts payable under any Pool Receivable is to be made directly to
         the Administrator or its designee,

                  (ii) the Administrator may instruct the Seller or the Servicer
         to give notice of the Issuer's interest in Pool Receivables to each
         Obligor, which notice shall direct that payments be made directly to
         the Administrator or its designee, and the Seller or the Servicer, as
         the case may be, shall give such notice at the expense of the Seller or
         the Servicer, as the case may be; provided, that if the Seller or the
         Servicer, as the case may be, fails to so notify each Obligor, the
         Administrator (at the Seller's or the Servicer's, as the case may be,
         expense) may so notify the Obligors, and

                  (iii) the Administrator may request the Servicer to, and upon
         such request the Servicer shall: (A) assemble all of the records
         necessary or desirable to collect the Pool Receivables and the Related
         Security, and transfer or license to a successor Servicer the use of
         all software necessary or desirable to collect the Pool Receivables and
         the Related Security, and make the same available to the Administrator
         or its designee at a place selected by the Administrator, and (B)
         segregate all cash, checks and other instruments received by it from
         time to time constituting Collections in a manner acceptable to the
         Administrator and, promptly upon receipt, remit all such cash, checks
         and instruments, duly endorsed or with duly executed instruments of
         transfer, to the Administrator or its designee.

         (b) The Seller hereby authorizes the Administrator, and irrevocably
 appoints the Administrator as its attorney-in-fact with full power of
 substitution and with full authority in the place and stead of the Seller,
 which appointment is coupled with an interest, to take any and all steps in the
 name of the Seller and on behalf of the Seller necessary or desirable, in the
 determination of the Administrator, to collect any and all amounts or portions
 thereof due under any and all Pool Assets, including endorsing the name of the
 Seller on checks and other instruments representing Collections and enforcing
 such Pool Assets. Notwithstanding anything to the contrary contained in this
 subsection, none of the powers conferred upon such attorney-in-fact pursuant to
 the preceding sentence shall subject such attorney-in-fact to any liability if
 any action taken by it shall prove to

                                       14
<PAGE>   18
be inadequate or invalid, nor shall they confer any obligations upon such
attorney-in-fact in any manner whatsoever.

         Section 4.5. Responsibilities of the Seller. (a) Anything herein to the
 contrary notwithstanding, the Seller shall: (i) perform all of its obligations,
 if any, under the Contracts related to the Pool Receivables to the same extent
 as if interests in such Pool Receivables had not been transferred hereunder,
 and the exercise by the Administrator or the Issuer of their respective rights
 hereunder shall not relieve the Seller from such obligations, and (ii) pay when
 due any taxes, including any sales taxes payable in connection with the Pool
 Receivables and their creation and satisfaction. The Administrator and the
 Issuer shall not have any obligation or liability with respect to any Pool
 Asset, nor shall either of them be obligated to perform any of the obligations
 of the Seller, Royal or the Originator thereunder.

         (b) Royal hereby irrevocably agrees that if at any time it shall cease
 to be the Servicer hereunder, it shall act (if the then-current Servicer so
 requests) as the data-processing agent of the Servicer and, in such capacity,
 Royal shall conduct the data-processing functions of the administration of the
 Receivables and the Collections thereon in substantially the same way that
 Royal conducted such data-processing functions while it acted as the Servicer.

         Section 4.6. Servicing Fee. (a) Subject to clause (b), the Servicer
shall be paid a fee equal to .50% per annum (the "Servicing Fee Rate") of the
daily average aggregate Outstanding Balance of the Pool Receivables. The
Issuer's Share of such fee shall be paid through the distributions contemplated
by Section 1.4(d), and the Seller's Share of such fee shall be paid by the
Seller on each Settlement Date.

         (b) If the Servicer ceases to be Royal or an Affiliate thereof, the
servicing fee shall be the greater of: (i) the amount calculated pursuant to
clause (a), and (ii) an alternative amount specified by the successor Servicer
not to exceed 110% of the aggregate reasonable costs and expenses incurred by
such successor Servicer in connection with the performance of its obligations as
Servicer.


                                   ARTICLE V.
                                  MISCELLANEOUS


         Section 5.1. Amendments, Etc. No amendment or waiver of any provision
 of this Agreement or any other Transaction Document, or consent to any
 departure by the Seller or the Servicer therefrom, shall be effective unless in
 a writing signed by the Administrator, and, in the case of any amendment, by
 the other parties thereto; and then such amendment, waiver or consent shall be
 effective only in the specific instance and for the specific purpose for which
 given. No failure on the part of the Issuer or the Administrator to exercise,
 and no delay in exercising any right hereunder shall operate as a waiver
 thereof, nor shall any single or partial exercise of any right hereunder
 preclude any other or further exercise thereof or the exercise of any other
 right.

                                       15
<PAGE>   19
         Section 5.2. Notices, Etc. All notices and other communications
 hereunder shall, unless otherwise stated herein, be in writing (which shall
 include facsimile communication) and be sent or delivered to each party hereto
 at its address set forth under its name on the signature pages hereof or at
 such other address as shall be designated by such party in a written notice to
 the other parties hereto. Notices and communications by facsimile shall be
 effective when sent (and shall be followed by hard copy sent by first class
 mail), and notices and communications sent by other means shall be effective
 when received.

         Section 5.3. Assignability. (a) This Agreement and the Issuer's rights
 and obligations herein (including ownership of the Purchased Interest or an
 interest therein) shall be assignable, in whole or in part, by the Issuer and
 its successors and assigns with the prior written consent of the Seller;
 provided, however, that such consent shall not be unreasonably withheld; and
 provided further, that no such consent shall be required if the assignment is
 made to PNC, any Affiliate of PNC (other than a director or officer of PNC),
 any Purchaser or other Program Support Provider or any Person that is: (i) in
 the business of issuing Notes and (ii) associated with or administered by PNC
 or any Affiliate of PNC. Each assignor may, in connection with the assignment,
 disclose to the applicable assignee (that shall have agreed to be bound by
 Section 5.6) any information relating to the Servicer, the Seller or the Pool
 Receivables furnished to such assignor by or on behalf of the Servicer, the
 Seller, the Issuer or the Administrator. The Administrator shall give prior
 written notice of any assignment of the Issuer's rights and obligations
 (including ownership of the Purchased Interest to any Person other than a
 Program Support Provider).

         (b) The Issuer may at any time grant to one or more banks or other
 institutions (each a "Purchaser") party to the Liquidity Agreement, or to any
 other Program Support Provider, participating interests in the Purchased
 Interest. In the event of any such grant by the Issuer of a participating
 interest to a Purchaser or other Program Support Provider, the Issuer shall
 remain responsible for the performance of its obligations hereunder. The Seller
 agrees that each Purchaser or other Program Support Provider shall be entitled
 to the benefits of Sections 1.7 and 1.8.

         (c) This Agreement and the rights and obligations of the Administrator
 hereunder shall be assignable, in whole or in part, by the Administrator and
 its successors and assigns; provided, that unless: (i) such assignment is to an
 Affiliate of PNC, (ii) it becomes unlawful for PNC to serve as the
 Administrator or (iii) a Termination Event exists, the Seller has consented to
 such assignment, which consent shall not be unreasonably withheld.

         (d) Except as provided in Section 4.1(d), none of the Seller, Royal or
the Servicer may assign its rights or delegate its obligations hereunder or any
interest herein without the prior written consent of the Administrator.

         (e) Without limiting any other rights that may be available under
applicable law, the rights of the Issuer may be enforced through it or by its
agents.

         Section 5.4. Costs, Expenses and Taxes. (a) In addition to the rights
of indemnification granted under Section 3.1, the Seller agrees to pay on demand
(which demand shall be accompanied

                                       16
<PAGE>   20
by documentation thereof in reasonable detail) all reasonable costs and expenses
in connection with the preparation, execution, delivery and administration
(including periodic internal audits by the Administrator of Pool Receivables) of
this Agreement, the other Transaction Documents and the other documents and
agreements to be delivered hereunder (and all reasonable costs and expenses in
connection with any amendment, waiver or modification of any thereof),
including: (i) Attorney Costs for the Administrator, the Issuer and their
respective Affiliates and agents with respect thereto and with respect to
advising the Administrator, the Issuer and their respective Affiliates and
agents as to their rights and remedies under this Agreement and the other
Transaction Documents, and (ii) all reasonable costs and expenses (including
Attorney Costs), if any, of the Administrator, the Issuer and their respective
Affiliates and agents in connection with the enforcement of this Agreement and
the other Transaction Documents.

         (b) In addition, the Seller shall pay on demand any and all stamp and
 other taxes and fees payable in connection with the execution, delivery, filing
 and recording of this Agreement or the other documents or agreements to be
 delivered hereunder, and agrees to save each Indemnified Party harmless from
 and against any liabilities with respect to or resulting from any delay in
 paying or omission to pay such taxes and fees.

         Section 5.5. No Proceedings; Limitation on Payments. Each of the
Seller, Royal, the Servicer, the Administrator, each assignee of the Purchased
Interest or any interest therein, and each Person that enters into a commitment
to purchase the Purchased Interest or interests therein, hereby covenants and
agrees that it will not institute against, or join any other Person in
instituting against, the Issuer any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding, or other proceeding under any federal or
state bankruptcy or similar law, for one year and one day after the latest
maturing Note issued by the Issuer is paid in full. The provision of this
Section 5.5 shall survive any termination of this Agreement.

         Section 5.6. Confidentiality. Each of the Seller and the Servicer
 agrees to maintain the confidentiality of this Agreement and the other
 Transaction Documents (and all drafts thereof) in communications with third
 parties and otherwise; provided, that this Agreement may be disclosed to: (a)
 third parties to the extent such disclosure is made pursuant to a written
 agreement of confidentiality in form and substance reasonably satisfactory to
 the Administrator, and (b) the Seller's legal counsel and auditors if they
 agree to hold it confidential. Unless otherwise required by applicable law,
 each of the Administrator and the Issuer agrees to maintain the confidentiality
 of non-public financial information regarding Royal and its Subsidiaries and
 Affiliates; provided, that such information may be disclosed to: (i) third
 parties to the extent such disclosure is made pursuant to a written agreement
 of confidentiality in form and substance reasonably satisfactory to Royal, (ii)
 legal counsel and auditors of the Issuer or the Administrator if they agree to
 hold it confidential, (iii) the rating agencies rating the Notes, (iv) any
 Program Support Provider or potential Program Support Provider (if they agree
 to hold it confidential), (v) any placement agent placing the Notes and (vi)
 any regulatory authorities having jurisdiction over PNC, the Issuer, any
 Program Support Provider or any Purchaser.

                                       17
<PAGE>   21
         Section 5.7. GOVERNING LAW AND JURISDICTION. (a) THIS AGREEMENT SHALL
BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE
STATE OF NEW YORK (INCLUDING FOR SUCH PURPOSE SECTIONS 5-1401 AND 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK) EXCEPT TO THE EXTENT THAT THE
VALIDITY OR PERFECTION OF A SECURITY INTEREST OR REMEDIES HEREUNDER, IN RESPECT
OF ANY PARTICULAR COLLATERAL ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER
THAN THE STATE OF NEW YORK.

         (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT MAY
 BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF THE UNITED STATES FOR
 THE SOUTHERN DISTRICT OF NEW YORK; AND, BY EXECUTION AND DELIVERY OF THIS
 AGREEMENT, EACH OF THE PARTIES HERETO CONSENTS, FOR ITSELF AND IN RESPECT OF
 ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. EACH OF THE
 PARTIES HERETO IRREVOCABLY WAIVES, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ANY
 OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
 GROUNDS OF FORUM NON CONVENIENS, THAT IT MAY NOW OR HEREAFTER HAVE TO THE
 BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS
 AGREEMENT OR ANY DOCUMENT RELATED HERETO. EACH OF THE PARTIES HERETO WAIVES
 PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH SERVICE MAY
 BE MADE BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW.

         Section 5.8. Execution in Counterparts. This Agreement may be executed
in any number of counterparts, each of which, when so executed, shall be deemed
to be an original, and all of which, when taken together, shall constitute one
and the same agreement.

         Section 5.9. Survival of Termination. The provisions of Sections 1.7,
1.8, 3.1, 3.2, 5.4, 5.5, 5.6, 5.7, 5.10 and 5.13 shall survive any termination
of this Agreement.

         Section 5.10. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES
 THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION
 BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS
 CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE
 BROUGHT BY ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR PARTIES, WHETHER WITH
 RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. EACH OF THE PARTIES
 HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT
 TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, EACH OF THE PARTIES
 HERETO FURTHER AGREES THAT ITS RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY
 OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
 THAT SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
 THIS AGREEMENT OR ANY PROVISION HEREOF. THIS

                                       18
<PAGE>   22
WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT.

         Section 5.11. Entire Agreement. This Agreement and the other
Transaction Documents embody the entire agreement and understanding between the
parties hereto, and supersede all prior or contemporaneous agreements and
understandings of such Persons, verbal or written, relating to the subject
matter hereof and thereof, except for any prior arrangements made with respect
to the payment by the Issuer of (or any indemnification for) any fees, costs or
expenses payable to or incurred (or to be incurred) by or on behalf of the
Seller, the Servicer and the Administrator.

         Section 5.12. Headings. The captions and headings of this Agreement and
any Exhibit, Schedule or Annex hereto are for convenience of reference only and
shall not affect the interpretation hereof or thereof.

         Section 5.13. Issuer's Liabilities. The obligations of the Issuer under
the Transaction Documents are solely the corporate obligations of the Issuer. No
recourse shall be had for any obligation or claim arising out of or based upon
any Transaction Document against any stockholder, employee, officer, director or
incorporator of the Issuer; provided, however, that this Section shall not
relieve any such Person of any liability it might otherwise have for its own
gross negligence or willful misconduct.

                    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       19
<PAGE>   23
         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.


                                  ROYAL APPLIANCE RECEIVABLES, INC.

                                  By:
                                    ----------------------------------------
                                Name:
                                    ----------------------------------------
                               Title:
                                    ----------------------------------------
                                  Address:
                                           Royal Appliance Receivables, Inc.
                                           7005 Cochran Road
                                           Glenwillow,  OH 44139-4303

                                  Attention: Richard G. Vasek
                                  Telephone: (440) 996-2131
                                  Facsimile: (440) 996-2027



                                  ROYAL APPLIANCE MFG. CO.

                                  By:
                                    ----------------------------------------
                                  Name:
                                      --------------------------------------
                                  Title:
                                       -------------------------------------
                                  Address:
                                          Royal Appliance Mfg. Co.
                                          7005 Cochran Road
                                          Glenwillow, OH 44139-4303

                                  Attention: Richard G. Vasek
                                  Telephone: (440) 996-2131
                                  Facsimile: (440) 996-2027




                                      S-1         Receivables Purchase Agreement
<PAGE>   24
                                  MARKET STREET FUNDING CORPORATION

                                  By:
                                    ----------------------------------------
                                  Name:
                                      --------------------------------------
                                  Title:
                                       -------------------------------------


                                  Address:
                                          Market Street Funding Corporation
                                          c/o AMACAR Group, LLC
                                          6525 Morrison Boulevard, Suite 318
                                          Charlotte, North Carolina  28211

                                          Attention: Douglas K. Johnson
                                          Telephone No.:704) 365-0569
                                          Facsimile No.: (704) 365-1362

                                  With a copy to:

                                          PNC Bank, National Association
                                          One PNC Plaza
                                          249 Fifth Avenue
                                          Pittsburgh, Pennsylvania 15222-2707

                                          Attention: John T. Smathers
                                          Telephone No.: (412) 762-6440
                                          Facsimile No.: (412) 762-9184


                                      S-2         Receivables Purchase Agreement
<PAGE>   25
                                  PNC BANK, NATIONAL ASSOCIATION,
                                   as Administrator

                                  By:
                                    ----------------------------------------
                                  Name:
                                      --------------------------------------
                                  Title:
                                       -------------------------------------

                                  Address:
                                          PNC Bank, National Association
                                          One PNC Plaza
                                          249 Fifth Avenue
                                          Pittsburgh, Pennsylvania  15222-2707

                                          Attention: John T. Smathers
                                          Telephone No.: (412) 762-6440
                                          Facsimile No.: (412) 762-9184




                                      S-3         Receivables Purchase Agreement
<PAGE>   26
                                    EXHIBIT I
                                  DEFINITIONS


         As used in the Agreement (including its Exhibits, Schedules and
 Annexes), the following terms shall have the following meanings (such meanings
 to be equally applicable to both the singular and plural forms of the terms
 defined). Unless otherwise indicated, all Section, Annex, Exhibit and Schedule
 references in this Exhibit are to Sections of and Annexes, Exhibits and
 Schedules to the Agreement.

         "Administration Account" means the account (account number 1002422076,
 ABA number 043000096) of the Administrator maintained at the office of PNC at
 One PNC Plaza, 249 Fifth Avenue, Pittsburgh, Pennsylvania 15222-2707, or such
 other account as may be so designated in writing by the Administrator to the
 Servicer.

         "Administrator" has the meaning set forth in the preamble to the
Agreement.

         "Adverse Claim" means a lien, security interest or other charge or
 encumbrance, or any other type of preferential arrangement; it being understood
 that any thereof in favor of, or assigned to, the Issuer or the Administrator
 (for the benefit of the Issuer) shall not constitute an Adverse Claim.

         "Affected Person" has the meaning set forth in Section 1.7 of the
Agreement.

         "Affiliate" means, as to any Person: (a) any Person that, directly or
indirectly, is in control of, is controlled by or is under common control with
such Person, or (b) who is a director or officer: (i) of such Person or (ii) of
any Person described in clause (a), except that, with respect to the Issuer,
Affiliate shall mean the holder(s) of its capital stock. For purposes of this
definition, control of a Person shall mean the power, direct or indirect: (x) to
vote 25% or more of the securities having ordinary voting power for the election
of directors or managers of such Person, or (y) to direct or cause the direction
of the management and policies of such Person, in either case whether by
ownership of securities, contract, proxy or otherwise.

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

         "Alternate Rate" for any Settlement Period for any Portion of Capital
of the Purchased Interest means an interest rate per annum equal to: (a) 1.50%
per annum above the Euro-Rate for such Settlement Period; provided, however,
that if (x) it shall become unlawful for any Purchaser or Program Support
Provider to obtain funds in the London interbank eurodollar market in order to
make, fund or maintain any Purchased Interest, or if such funds shall not be
reasonably available to any Purchaser or Program Support Provider, or (y) there
shall not be at least two Business Days prior to the commencement of an
applicable Settlement Period to determine a Euro-Rate in accordance with its
terms, then the "Alternate Rate" shall be equal to the Base Rate in effect for
each day during the remainder of such Settlement Period or (b) if requested by
the Seller the Base Rate for such Settlement Period; provided, however, that the
"Alternate Rate" for any day while a

                                      I-1
<PAGE>   27
Termination Event exists shall be an interest rate equal to 2.50% per annum
above the Base Rate in effect on such day.

         "Attorney Costs" means and includes all reasonable fees and
 disbursements of any law firm or other external counsel.

         "Bankruptcy Code" means the United States Bankruptcy Reform Act of 1978
(11 U.S.C. Section 101, et seq.), as amended from time to time.

         "Base Rate" means, for any day, a fluctuating interest rate per annum
 as shall be in effect from time to time, which rate shall be at all times equal
 to the higher of:

                  (a) the rate of interest in effect for such day as publicly
         announced from time to time by PNC in Pittsburgh, Pennsylvania as its
         "prime rate." Such "prime rate" is set by PNC based upon various
         factors, including PNC's costs and desired return, general economic
         conditions and other factors, and is used as a reference point for
         pricing some loans, which may be priced at, above or below such
         announced rate, and

                  (b) 0.50% per annum above the latest Federal Funds Rate.

         "BBA" means the British Bankers' Association.

         "Benefit Plan" means any employee benefit pension plan as defined in
 Section 3(2) of ERISA in respect of which the Seller, the Originator, Royal or
 any ERISA Affiliate is, or at any time during the immediately preceding six
 years was, an "employer" as defined in Section 3(5) of ERISA.

         "Business Day" means any day (other than a Saturday or Sunday) on
 which: (a) banks are not authorized or required to close in New York City, New
 York or Pittsburgh, Pennsylvania, and (b) if this definition of "Business Day"
 is utilized in connection with the Euro-Rate, dealings are carried out in the
 London interbank market.

         "Capital" means the amount paid to the Seller in respect of the
Purchased Interest by the Issuer pursuant to the Agreement, or such amount
divided or combined in order to determine the Discount applicable to any Portion
of Capital, in each case reduced from time to time by Collections distributed
and applied on account of such Capital pursuant to Section 1.4(d) of the
Agreement; provided, that if such Capital shall have been reduced by any
distribution, and thereafter all or a portion of such distribution is rescinded
or must otherwise be returned for any reason, such Capital shall be increased by
the amount of such rescinded or returned distribution as though it had not been
made.

         "Change in Control" means that Royal, ceases to own, directly or
 indirectly, 100% of the capital stock of the Seller free and clear of all
 Adverse Claims.

                                      I-2
<PAGE>   28
         "Closing Date" means January 24, 2001.

         "Collections" means, with respect to any Pool Receivable: (a) all funds
that are received by the Originator, Royal, the Seller or the Servicer in
payment of any amounts owed in respect of such Receivable (including purchase
price, finance charges, interest and all other charges), or applied to amounts
owed in respect of such Receivable (including insurance payments and net
proceeds of the sale or other disposition of repossessed goods or other
collateral or property of the related Obligor or any other Person directly or
indirectly liable for the payment of such Pool Receivable and available to be
applied thereon), (b) all amounts deemed to have been received pursuant to
Section 1.4(e) of the Agreement and (c) all other proceeds of such Pool
Receivable.

         "Company Note" has the meaning set forth in Section 3.1 of the Purchase
and Sale Agreement.

         "Concentration Percentage" means: (a) for any Group A Obligor, 100.00%,
(b) for any Group B Obligor, 24.00%, (c) for any Group C Obligor 12.00% and (d)
for any Group D Obligor, 6.00%.

         "Concentration Reserve" means, at any time: (a) the aggregate Capital
 at such time multiplied by (b)(i) the Concentration Reserve Percentage, divided
 by (ii) 100%, minus the Concentration Reserve Percentage.

         "Concentration Reserve Percentage" means, at any time, the largest of:
 (a) the sum of four largest Group D Obligor Percentages, (b) the sum of the two
 largest Group C Obligor Percentages and (c) the largest Group B Obligor
 Percentage.

         "Contract" means, with respect to any Receivable, any and all
 contracts, instruments, agreements, leases, invoices, notes or other writings
 pursuant to which such Receivable arises or that evidence such Receivable or
 under which an Obligor becomes or is obligated to make payment in respect of
 such Receivable.

         "CP Rate" for any Settlement Period for any Portion of Capital means a
rate calculated by the Administrator equal to: (a) the rate (or if more than one
rate, the weighted average of the rates) at which Notes of the Issuer on each
day during such period have been outstanding; provided, that if such rate(s) is
a discount rate(s), then the CP Rate shall be the rate (or if more than one
rate, the weighted average of the rates) resulting from converting such discount
rate(s) to an interest-bearing equivalent rate plus (b) the commissions and
charges charged by such placement agent or commercial paper dealer with respect
to such Notes, expressed as a percentage of the face amount of such Notes and
converted to an interest-bearing equivalent rate per annum. Notwithstanding the
foregoing, the "CP Rate" for any day while a Termination Event exists shall be
an interest rate equal to 2.50% above the Base Rate in effect on such day.

                                      I-3
<PAGE>   29
         "Credit Agreement" means the Credit Agreement, dated as of March 7,
2000, among Royal, the various lenders parties thereto and National City Bank, a
national banking association, as administrative agent.

         "Credit and Collection Policy" means, as the context may require, those
receivables credit and collection policies and practices of the Originator in
effect on the date of the Agreement and described in Schedule I to the
Agreement, as modified in compliance with the Agreement.

         "Cut-off Date" has the meaning set forth in the Purchase and Sale
Agreement.

         "Days' Sales Outstanding" means, at any time, an amount computed as of
 the last day of each calendar month equal to: (a) the average of the
 Outstanding Balance of all Pool Receivables as of the last day of each of the
 three most recent calendar months divided by (b)(i) the aggregate credit sales
 made by the Originator during the three calendar months ended on or before the
 last day of such calendar month divided by (ii) 90.

         "Debt" means: (a) indebtedness for borrowed money, (b) obligations
 evidenced by bonds, debentures, notes or other similar instruments, (c)
 obligations to pay the deferred purchase price of property or services, (d)
 obligations as lessee under leases that shall have been or should be, in
 accordance with generally accepted accounting principles, recorded as capital
 leases, and (e) obligations under direct or indirect guaranties in respect of,
 and obligations (contingent or otherwise) to purchase or otherwise acquire, or
 otherwise to assure a creditor against loss in respect of, indebtedness or
 obligations of others of the kinds referred to in clauses (a) through (d).

         "Defaulted Receivable" means a Receivable:

         (a) as to which any payment, or part thereof, remains unpaid for more
 than 60 days from the original due date for such payment, or

         (b) without duplication (i) as to which an Insolvency Proceeding shall
 have occurred with respect to the Obligor thereof or any other Person obligated
 thereon or owning any Related Security with respect thereto, or (ii) that has
 been written off the Seller's books as uncollectible.

         "Default Ratio" means the ratio (expressed as a percentage and rounded
 to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward) computed as of
 the last day of each calendar month by dividing: (a) the aggregate Outstanding
 Balance of all Pool Receivables that became Defaulted Receivables during such
 month, by (b) the aggregate credit sales made by the Originator during the
 month that is three calendar months before such month.

         "Delinquency Ratio" means the ratio (expressed as a percentage and
 rounded to the nearest 1/100 of 1%, with 5/1000th of 1% rounded upward)
 computed as of the last day of each calendar month by dividing: (a) the
 aggregate Outstanding Balance of all Pool Receivables that were Delinquent
 Receivables on such day by (b) the aggregate Outstanding Balance of all
 Receivables on such day.

                                      I-4
<PAGE>   30
         "Delinquent Receivable" means a Receivable as to which any payment, or
part thereof, remains unpaid for more than 60 days from the original due date
for such payment.

         "Dilution Horizon" means, for any calendar month, the ratio (expressed
as a percentage and rounded to the nearest 1/100th of 1%, with 5/1000th of 1%
rounded upward) computed as of the last day of such calendar month of: (a) the
sum of (i) the aggregate credit sales made by the Originator during the most
recent calendar month plus (ii) .5 times the aggregate credit sales made by the
Originator during the calendar month, which is one month prior to such calendar
month to (b) the aggregate Outstanding Balance of the Eligible Receivables at
the last day of the most recent calendar month.

         "Dilution Ratio" means the ratio (expressed as a percentage and rounded
to the nearest 1/100th of 1%, with 5/1000th of 1% rounded upward), computed as
of the last day of each calendar month by dividing: (a) the aggregate amount of
payments, required to be made by the Seller pursuant to Section 1.4(e)(i) of the
Agreement during such calendar month (provided, however, that any payments
relating to Receivables which are the subject of any stock rebalancing shall not
be included in the amount calculated pursuant to clause (a)) by (b) the
aggregate credit sales made by the Originator during the calendar month that is
immediately prior to such calendar month.

         "Dilution Reserve" means, on any date, an amount equal to: (a) the
Capital at the close of business of the Servicer on such date multiplied by (b)
(i) the Dilution Reserve Percentage on such date, divided by (ii) 100% minus the
Dilution Reserve Percentage on such date.

         "Dilution Reserve Percentage" means on any date, the greater of (a)
20.00% and (b) the product of (i) the Dilution Horizon multiplied by (ii) the
sum of (x) 2 times the average of the Dilution Ratios for the twelve most recent
calendar months and (y) the Spike Factor.

         "Discount" means:

                  (a) for the Portion of Capital for any Settlement Period to
         the extent the Issuer will be funding such Portion of Capital during
         such Settlement Period through the issuance of Notes:

                                CPR x C x ED/360

                  (b) for the Portion of Capital for any Settlement Period to
         the extent the Issuer will not be funding such Portion of Capital
         during such Settlement Period through the issuance of Notes:

                              AR x C x ED/Year + TF

         where:

                                      I-5



<PAGE>   31


                  AR       =        the Alternate Rate for the Portion of
                                    Capital for such Settlement Period,

                  C        =        the Portion of Capital during such
                                    Settlement Period,

                  CPR      =        the CP Rate for the Portion of Capital for
                                    such Settlement Period,

                  ED       =        the actual number of days during such
                                    Settlement Period,

                  Year     =        if such Portion of Capital is funded based
                                    upon: (i) the Euro-Rate, 360 days, and (ii)
                                    the Base Rate, 365 or 366 days, as
                                    applicable, and

                  TF       =        the Termination Fee, if any, for the Portion
                                    of Capital for such Settlement Period;

provided, that no provision of the Agreement shall require the payment or permit
the collection of Discount in excess of the maximum permitted by applicable law;
and provided further, that Discount for the Portion of Capital shall not be
considered paid by any distribution to the extent that at any time all or a
portion of such distribution is rescinded or must otherwise be returned for any
reason.

         "Eligible Receivable" means, at any time, a Pool Receivable:

                  (a) the Obligor of which is (i) a United States resident, (ii)
         not a government or a governmental subdivision, affiliate or agency,
         (iii) not subject to any action of the type described in paragraph (f)
         of Exhibit V to the Agreement and (iv) not an Affiliate of Royal,

                  (b) that is denominated and payable only in U.S. dollars in
         the United States,

                  (c) that does not have a stated maturity which is more than 35
         days after the original invoice date of such Receivable unless the
         Obligor of such Pool Receivable is Sams Club or Sears Roebuck and
         Company, in which case it does not have a stated maturity which is more
         than 65 days or 90 days, respectively, after the original invoice date
         of such Receivable;

                  (d) that arises under a duly authorized Contract for the sale
         and delivery of goods and services in the ordinary course of the
         Originator's business,

                  (e) that arises under a duly authorized Contract that is in
         full force and effect and that is a legal, valid and binding obligation
         of the related Obligor, enforceable against such Obligor in accordance
         with its terms,

                  (f) that conforms in all material respects with all applicable
         laws, rulings and regulations in effect,

                                      I-6
<PAGE>   32
                  (g) that is not the subject of any asserted dispute, offset,
         hold back defense, Adverse Claim or other claim other than any
         reduction of the Outstanding Balance of such Pool Receivable the result
         of any Shortpayment Amount,

                  (h) that satisfies all applicable requirements of the
         applicable Credit and Collection Policy,

                  (i) that has not been modified, waived or restructured since
         its creation, except as permitted pursuant to Section 4.2 of the
         Agreement,

                  (j) in which the Seller owns good and marketable title, free
         and clear of any Adverse Claims, and that is freely assignable by the
         Seller (including without any consent of the related Obligor),

                  (k) for which the Issuer shall have a valid and enforceable
         undivided percentage ownership or security interest, to the extent of
         the Purchased Interest, and a valid and enforceable first priority
         perfected security interest therein and in the Related Security and
         Collections with respect thereto, in each case free and clear of any
         Adverse Claim,

                  (l) that constitutes an account as defined in the UCC, and
         that is not evidenced by instruments or chattel paper,

                  (m) that is neither a Defaulted Receivable nor a Delinquent
         Receivable,

                  (n) for which neither the Originator thereof, the Seller nor
         the Servicer has established any offset arrangements with the related
         Obligor,

                  (o) for which Defaulted Receivables of the related Obligor do
         not exceed 25% of the Outstanding Balance of all such Obligor's
         Receivables, and

                  (p) that represents amounts earned and payable by the Obligor
         that are not subject to the performance of additional services by the
         Originator thereof, and

                  (q) the Obligor of which has not been deemed unacceptable by
         the Administrator based on the good faith judgment of the Administrator
         and upon the prior written notice to the Seller..

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any successor statute of similar import, together
with the regulations thereunder, in each case as in effect from time to time.
References to sections of ERISA also refer to any successor sections.

         "ERISA Affiliate" means: (a) any corporation that is a member of the
same controlled group of corporations (within the meaning of Section 414(b) of
the Internal Revenue Code) as the Seller,

                                      I-7
<PAGE>   33
the Originator or Royal, (b) a trade or business (whether or not incorporated)
under common control (within the meaning of Section 414(c) of the Internal
Revenue Code) with the Seller, the Originator or Royal, or (c) a member of the
same affiliated service group (within the meaning of Section 414(m) of the
Internal Revenue Code) as the Seller, the Originator, any corporation described
in clause (a) or any trade or business described in clause (b).

         "Euro-Rate" means with respect to any Settlement Period the interest
rate per annum determined by the Administrator by dividing (the resulting
quotient rounded upwards, if necessary, to the nearest 1/100th of 1% per annum)
(i) the rate of interest determined by the Administrator in accordance with its
usual procedures (which determination shall be conclusive absent manifest error)
to be the average of the London interbank market offered rates for U.S. dollars
quoted by the British Bankers' Association ("BBA") as set forth on Dow Jones
Markets Service (formerly known as Telerate) (or appropriate successor or, if
British Bankers' Association or its successor ceases to provide display page
3750 (or such other display page on the Dow Jones Markets Service system as may
replace display page 3750) at or about 11:00 a.m. (London time) on the Business
Day which is two (2) Business Days prior to the first day of such Settlement
Period for an amount comparable to the Portion of Capital to be funded at the
Alternate Rate and based upon the Euro-Rate during such Settlement Period by
(ii) a number equal to 1.00 minus the Euro-Rate Reserve Percentage. The
Euro-Rate may also be expressed by the following formula:


                  Average of London interbank offered rates quoted by BBA as
                  shown on Dow Jones Markets Service display page 3750 or
                  appropriate successor
     Euro-Rate =  -----------------------------------------
                     1.00 - Euro-Rate Reserve Percentage



where "Euro-Rate Reserve Percentage" means, the maximum effective percentage in
effect on such day as prescribed by the Board of Governors of the Federal
Reserve System (or any successor) for determining the reserve requirements
(including without limitation, supplemental, marginal, and emergency reserve
requirements) with respect to eurocurrency funding (currently referred to as
"Eurocurrency Liabilities"). The Euro-Rate shall be adjusted with respect to any
Portion of Capital funded at the Alternate Rate and based upon the Euro-Rate
that is outstanding on the effective date of any change in the Euro-Rate Reserve
Percentage as of such effective date. The Administrator shall give prompt notice
to the Seller of the Euro-Rate as determined or adjusted in accordance herewith
(which determination shall be conclusive absent manifest error).

         "Excess Concentration" means the sum of the amounts by which the
Outstanding Balance of Eligible Receivables of each Obligor then in the
Receivables Pool exceeds an amount equal to: (a) the Concentration Percentage
for such Obligor multiplied by (b) the Outstanding Balance of all Eligible
Receivables then in the Receivables Pool.

                                      I-8
<PAGE>   34
         "Facility Termination Date" means the earliest to occur of: (a) January
20, 2004, (b) the date determined pursuant to Section 2.2 of the Agreement, (c)
the date the Purchase Limit reduces to zero pursuant to Section 1.1(b) of the
Agreement, (d) the date that the commitments of the Purchasers terminate under
the Liquidity Agreement, and (e) the Issuer shall fail to cause the amendment or
modification of any Transaction Document or related opinion as required by
Moody's or Standard and Poor's, and such failure shall continue for 30 days
after such amendment is initially requested.

         "Federal Funds Rate" means, for any day, the per annum rate set forth
in the weekly statistical release designated as H.15(519), or any successor
publication, published by the Federal Reserve Board (including any such
successor, "H.15(519)") for such day opposite the caption "Federal Funds
(Effective)." If on any relevant day such rate is not yet published in
H.15(519), the rate for such day will be the rate set forth in the daily
statistical release designated as the Composite 3:30 p.m. Quotations for U.S.
Government Securities, or any successor publication, published by the Federal
Reserve Bank of New York (including any such successor, the "Composite 3:30 p.m.
Quotations") for such day under the caption "Federal Funds Effective Rate." If
on any relevant day the appropriate rate is not yet published in either
H.15(519) or the Composite 3:30 p.m. Quotations, the rate for such day will be
the arithmetic mean as determined by the Administrator of the rates for the last
transaction in overnight Federal funds arranged before 9:00 a.m. (New York time)
on that day by each of three leading brokers of Federal funds transactions in
New York City selected by the Administrator.

         "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System, or any entity succeeding to any of its principal functions.

         "Fee Letter" has the meaning set forth in Section 1.5 of the Agreement.

         "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any central bank (or similar monetary or
regulatory authority) thereof, any body or entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government, including any court, and any Person owned or controlled, through
stock or capital ownership or otherwise, by any of the foregoing.

         "Group A Obligor" means any Obligor with a short-term rating of at
least: (a) "A-1" by Standard & Poor's, or if such Obligor does not have a
short-term rating from Standard & Poor's, a rating of "A+" or better by Standard
& Poor's on its long-term senior unsecured and uncredit-enhanced debt
securities, and (b) "P-1" by Moody's, or if such Obligor does not have a
short-term rating from Moody's, "A1" or better by Moody's on its long-term
senior unsecured and uncredit-enhanced debt securities.

         "Group A Obligor Percentage" means, at any time, for each Group A
Obligor, the percentage equivalent of: (a) the aggregate Outstanding Balance of
the Eligible Receivables of such Group A Obligor less any Excess Concentrations
of such Obligor, divided by (b) the aggregate Outstanding Balance of all
Eligible Receivables at such time.

                                      I-9
<PAGE>   35
         "Group B Obligor" means an Obligor, not a Group A Obligor, with a
short-term rating of at least: (a) "A-2" by Standard & Poor's, or if such
Obligor does not have a short-term rating from Standard & Poor's, a rating of
"BBB+" to "A" by Standard & Poor's on its long-term senior unsecured and
uncredit-enhanced debt securities, and (b) "P-2" by Moody's, or if such Obligor
does not have a short-term rating from Moody's, "Baa1" to "A2" by Moody's on its
long-term senior unsecured and uncredit-enhanced debt securities.

         "Group B Obligor Percentage" means, at any time, for each Group B
Obligor, the percentage equivalent of: (a) the aggregate Outstanding Balance of
the Eligible Receivables of such Group B Obligor less any Excess Concentrations
of such Obligor, divided by (b) the aggregate Outstanding Balance of all
Eligible Receivables at such time.

         "Group C Obligor" means an Obligor, not a Group A Obligor or a Group B
Obligor, with a short-term rating of at least: (a) "A-3" by Standard & Poor's,
or if such Obligor does not have a short-term rating from Standard & Poor's, a
rating of "BBB-" to "BBB" by Standard & Poor's on its long-term senior unsecured
and uncredit-enhanced debt securities, and (b) "P-3" by Moody's, or if such
Obligor does not have a short-term rating from Moody's, "Baa3" to "Baa2" by
Moody's on its long-term senior unsecured and uncredit-enhanced debt securities.

         "Group C Obligor Percentage" means, at any time, for each Group C
Obligor, the percentage equivalent of: (a) the aggregate Outstanding Balance of
the Eligible Receivables of such Group C Obligor less any Excess Concentrations
of such Obligor, divided by (b) the aggregate Outstanding Balance of all
Eligible Receivables at such time.

         "Group D Obligor" means any Obligor that is not a Group A Obligor,
Group B Obligor or Group C Obligor.

         "Group D Obligor Percentage" means, at any time, for each Group D
Obligor: (a) the aggregate Outstanding Balance of the Eligible Receivables of
such Group D Obligor less any Excess Concentrations of such Obligor, divided by
(b) the aggregate Outstanding Balance of all Eligible Receivables at such time.

         "Indemnified Amounts" has the meaning set forth in Section 3.1 of the
Agreement.

         "Indemnified Party" has the meaning set forth in Section 3.1 of the
Agreement.

         "Independent Director" has the meaning set forth in paragraph 3(c) of
Exhibit IV to the Agreement.

         "Information Package" means a report, in substantially the form of
Annex A to the Agreement, furnished to the Administrator pursuant to the
Agreement.

         "Insolvency Proceeding" means: (a) any case, action or proceeding
before any court or other Governmental Authority relating to bankruptcy,
reorganization, insolvency, liquidation,

                                      I-10
<PAGE>   36
receivership, dissolution, winding-up or relief of debtors, or (b) any general
assignment for the benefit of creditors of a Person, or composition, marshaling
of assets for creditors of a Person, or other, similar arrangement in respect of
its creditors generally or any substantial portion of its creditors, in each of
cases (a) and (b) undertaken under U.S. Federal, state or foreign law, including
the Bankruptcy Code.

         "Internal Revenue Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor statute of similar import, together
with the regulations thereunder, in each case as in effect from time to time.
References to sections of the Internal Revenue Code also refer to any successor
sections.

         "Issuer" has the meaning set forth in the preamble to the Agreement.

         "Issuer's Share" of any amount means such amount multiplied by the
Purchased Interest at the time of determination.

         "Liquidity Agent" means PNC in its capacity as the Liquidity Agent
pursuant to the Liquidity Agreement.

         "Liquidity Agreement" means the Liquidity Asset Purchase Agreement,
dated as of even date herewith, between the purchasers from time to time party
thereto, the Issuer and PNC, as Administrator and Liquidity Agent, as the same
may be further amended, supplemented or otherwise modified from time to time.

         "Lock-Box Account" means an account maintained at a bank or other
financial institution for the purpose of receiving Collections.

         "Lock-Box Agreement" means an agreement, in form and substance
satisfactory to the Administrator, among the Seller, the Servicer, the Issuer
and a Lock-Box Bank.

         "Lock-Box Bank" means any of the banks or other financial institutions
holding one or more Lock-Box Accounts.

         "Loss Reserve" means, on any date, an amount equal to: (a) the Capital
at the close of business of the Servicer on such date multiplied by (b)(i) the
Loss Reserve Percentage on such date divided by (ii) 100% minus the Loss Reserve
Percentage on such date.

         "Loss Reserve Percentage" means, on any date, the greater of: (a) 4.00%
or (b) the product of (i) 2 times (ii) the highest average of the Default Ratios
for any three consecutive calendar months during the twelve most recent calendar
months and (iii)(A) the aggregate credit sales made by the Originator during the
four most recent calendar months divided by (B) the aggregate Outstanding
Balance of Eligible Receivables as of such date.

                                      I-11
<PAGE>   37
         "Material Adverse Effect" means, relative Z10to any Person with respect
to any event or circumstance, a material adverse effect on:

                  (a) the assets, operations, business or financial condition of
         such Person,

                  (b) the ability of any of such Person to perform its
         obligations under the Agreement or any other Transaction Document to
         which it is a party,

                  (c) the validity or enforceability of any other Transaction
         Document, or the validity, enforceability or collectibility of a
         material portion of the Pool Receivables, or

                  (d) the status, perfection, enforceability or priority of the
         Issuer's or the Seller's interest in the Pool Assets.

         "Moody's" means Moody's Investors Service, Inc.

         "Net Receivables Pool Balance" means, at any time: (a) the Outstanding
Balance of Eligible Receivables then in the Receivables Pool minus (b) the
Excess Concentration.

         "Notes" means short-term promissory notes issued, or to be issued, by
the Issuer to fund its investments in accounts receivable or other financial
assets.

         "Obligor" means, any of, Lowes Companies, Inc. or any Subsidiary
thereof, Sams Club or any Subsidiary thereof other than McClanes, Sears, Roebuck
and Co. or any Subsidiary thereof, Target Stores Division of Dayton-Hudson
Corporation or Wal-Mart Stores, Inc. or any Subsidiary thereof other than
McClanes.

         "Obligor Percentage" means any of the Group A Obligor Percentage, the
Group B Obligor Percentage, the Group C Obligor Percentage or the Group D
Obligor Percentage.

         "Originator" has the meaning set forth in the Purchase and Sale
Agreement.

         "Originator Assignment Certificate" means the assignment, in
substantially the form of Exhibit C to the Purchase and Sale Agreement,
evidencing Seller's ownership of the Receivables generated by the Originator, as
the same may be amended, supplemented, amended and restated, or otherwise
modified from time to time in accordance with the Purchase and Sale Agreement.

         "Outstanding Balance" of any Receivable at any time means the then
outstanding principal balance thereof.

         "Pay Off Letter" means, that Pay Off Letter dated as of January 24,
2001 among the Seller, the Servicer, Capital USA Funding II, L.P. (formerly
known as Llama Retail Funding, L.P.) ("Capital Funding") and Capital USA, L.L.C.
("Capital USA") with respect to that Receivables

                                      I-12
<PAGE>   38
Purchase and Servicing Agreement, dated as of September 29, 1997 (as amended),
among the Seller the Servicer, Capital Funding and, Capital USA."

         "Payment Date" has the meaning set forth in Section 2.1 of the Purchase
and Sale Agreement.

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

         "PNC" has the meaning set forth in the preamble to the Agreement.

         "Pool Assets" has the meaning set forth in Section 1.2(d) of the
Agreement.

         "Pool Receivable" means a Receivable in the Receivables Pool.

         "Portion of Capital" means any separate portion of Capital being funded
or maintained by the Issuer (or its successors or permitted assigns) by
reference to a particular interest rate basis. In addition, at any time when the
Capital of the Purchased Interest is not divided into two or more such portions,
"Portion of Capital" means 100% of the Capital.

         "Program Support Agreement" means and includes the Liquidity Agreement
and any other agreement entered into by any Program Support Provider providing
for: (a) the issuance of one or more letters of credit for the account of the
Issuer, (b) the issuance of one or more surety bonds for which the Issuer is
obligated to reimburse the applicable Program Support Provider for any drawings
thereunder, (c) the sale by the Issuer to any Program Support Provider of the
Purchased Interest (or portions thereof) and/or (d) the making of loans and/or
other extensions of credit to the Issuer in connection with the Issuer's
Receivables-securitization program contemplated in the Agreement, together with
any letter of credit, surety bond or other instrument issued thereunder (but
excluding any discretionary advance facility provided by the Administrator).

         "Program Support Provider" means and includes any Purchaser and any
other Person (other than any customer of the Issuer) now or hereafter extending
credit or having a commitment to extend credit to or for the account of, or to
make purchases from, the Issuer pursuant to any Program Support Agreement.

         "Purchase and Sale Indemnified Amounts" has the meaning set forth in
Section 9.1 of the Purchase and Sale Agreement.

         "Purchase and Sale Indemnified Party" has the meaning set forth in
Section 9.1 of the Purchase and Sale Agreement.

         "Purchase Notice" has the meaning set forth in Section 1.2(a) of the
Agreement.

                                      I-13
<PAGE>   39
         "Purchase and Sale Agreement" means the Purchase and Purchase and Sale
Agreement, dated as of even date herewith, between the Seller and the Originator
as such agreement may be amended, amended and restated, supplemented or
otherwise modified from time to time.

         "Purchase and Sale Termination Date" has the meaning set forth in
Section 1.4 of the Purchase and Sale Agreement.

         "Purchase and Sale Termination Event" has the meaning set forth in
Section 8.1 of the Purchase and Sale Agreement.

         "Purchase Facility" has the meaning set forth in Section 1.1 of the
Purchase and Sale Agreement.

         "Purchase Limit" means $30,000,000, as such amount may be reduced
pursuant to Section 1.1(b) of the Agreement. References to the unused portion of
the Purchase Limit shall mean, at any time, the Purchase Limit minus the then
outstanding Capital.

         "Purchase Price" has the meaning set forth in Section 2.1 of the
Purchase and Sale Agreement.

         "Purchase Report" has the meaning set forth in Section 2.1 of the
Purchase and Sale Agreement.

         "Purchased Interest" means, at any time, the undivided percentage
ownership interest in: (a) each and every Pool Receivable now existing or
hereafter arising, (b) all Related Security with respect to such Pool
Receivables and (c) all Collections with respect to, and other proceeds of, such
Pool Receivables and Related Security. Such undivided percentage interest shall
be computed as:

                            Capital + Total Reserves
                            ------------------------
                          Net Receivables Pool Balance

The Purchased Interest shall be determined from time to time pursuant to Section
1.3 of the Agreement.

         "Purchaser" has the meaning set forth in Section 5.3(b) of the
Agreement.

         "Receivable" means any indebtedness and other obligations owed to the
Seller (as assignee of the Originator) or the Originator by, or any right of the
Seller or the Originator to payment from or on behalf of, an Obligor, whether
constituting an account, chattel paper, instrument or general intangible,
arising in connection with the sale of goods or the rendering of services by the
Originator, and includes the obligation to pay any finance charges, fees and
other charges with respect thereto. Indebtedness and other obligations arising
from any one transaction, including indebtedness and other obligations
represented by an individual invoice or agreement, shall

                                      I-14
<PAGE>   40
constitute a Receivable separate from a Receivable consisting of the
indebtedness and other obligations arising from any other transaction.

         "Receivables Pool" means, at any time, all of the then outstanding
Receivables arising or created prior to the Facility Termination Date.

         "Reference Bank" means PNC.

         "Related Rights" has the meaning set forth in Section 1.1 of the
Purchase and Sale Agreement.

         "Related Security" means, with respect to any Receivable:

                  (a) all of the Seller's and the Originator's interest, if any,
         in the goods sold that gave rise to such Receivable (including returned
         goods), and documentation of title evidencing the shipment or storage
         of such goods,

                  (b) all instruments and chattel paper that may evidence such
         Receivable,

                  (c) all other security interests or liens and property subject
         thereto from time to time purporting to secure payment of such
         Receivable, whether pursuant to the Contract related to such Receivable
         or otherwise, together with all UCC financing statements or similar
         filings relating thereto, and

                  (d) all of the Seller's and the Originator's rights, interests
         and claims under the Contracts and all guaranties, indemnities,
         insurance and other agreements (including the related Contract) or
         arrangements of whatever character from time to time supporting or
         securing payment of such Receivable or otherwise relating to such
         Receivable, whether pursuant to the Contract related to such Receivable
         or otherwise.

         "Royal" has the meaning set forth in the preamble to the Agreement.

         "SEC Reports" means the reports filed by Royal with the Securities and
Exchange Commission on Form 10-K, Form 10-Q and/or Form 8-K (or any successor
forms to any thereof).

         "Seller" has the meaning set forth in the preamble to the Agreement.

         "Seller's Share" of any amount means the greater of: (a) $0 and (b)
such amount minus the Issuer's Share.

         "Servicer" has the meaning set forth in the preamble to the Agreement.

         "Servicing Fee" shall mean the fee referred to in Section 4.6 of the
Agreement.

                                      I-15
<PAGE>   41
         "Servicing Fee Rate" shall mean the rate referred to in Section 4.6 of
the Agreement.

         "Settlement Date" means with respect to any Portion of Capital for any
Settlement Period, (i) prior to the Facility Termination Date, the 12th day of
each calendar month (or the next succeeding Business Day if such day is not a
Business Day), beginning February 12, 2001 and (ii) on and after the Facility
Termination Date, each day selected from time to time by the Administrator (it
being understood that the Administrator may select such Settlement Date to occur
as frequently as daily), or, in the absence of such selection, the date
specified in clause (i) above.

         "Settlement Period" means: (a) before the Facility Termination Date:
(i) initially the period commencing on the date of the initial purchase pursuant
to Section 1.2 of the Agreement (or in the case of any fees payable hereunder,
commencing on the Closing Date) and ending on (but not including) the next
Settlement Date, and (ii) thereafter, each period commencing on such Settlement
Date and ending on (but not including) the next Settlement Date, and (b) on and
after the Facility Termination Date: such period (including a period of one day)
as shall be selected from time to time by the Administrator or, in the absence
of any such selection, each period of 30 days from the last day of the preceding
Settlement Period.

         "Shortpayment Amount" means with respect to any Shortpayment Receivable
at any time an amount equal to the difference between the original invoiced
amount for such Shortpayment Receivable and the amount actually received by the
Seller or the Servicer from or on behalf of the Obligor of such Shortpayment
Receivable.

         "Shortpayment Receivable" means a Receivable as to which the Obligor
has paid to the Seller on account of such Receivable less than the original
invoiced amount for such Receivable because such Obligor believes it is entitled
to a promotional discount or allowance in the ordinary course of business of the
Seller with respect thereto.

         "Solvent" means, with respect to any Person at any time, a condition
under which:

                  (i) the fair value and present fair saleable value of such
         Person's total assets is, on the date of determination, greater than
         such Person's total liabilities (including contingent and unliquidated
         liabilities) at such time;

                  (ii) the fair value and present fair saleable value of such
         Person's assets is greater than the amount that will be required to pay
         such Person's probable liability on its existing debts as they become
         absolute and matured ("debts," for this purpose, includes all legal
         liabilities, whether matured or unmatured, liquidated or unliquidated,
         absolute, fixed, or contingent);

                  (iii) such Person is and shall continue to be able to pay all
         of its liabilities as such liabilities mature; and

                                      I-16
<PAGE>   42
                  (iv) such Person does not have unreasonably small capital with
         which to engage in its current and in its anticipated business.

         For purposes of this definition:

                  (A) the amount of a Person's contingent or unliquidated
         liabilities at any time shall be that amount which, in light of all the
         facts and circumstances then existing, represents the amount which can
         reasonably be expected to become an actual or matured liability;

                  (B) the "fair value" of an asset shall be the amount which may
         be realized within a reasonable time either through collection or sale
         of such asset at its regular market value;

                  (C) the "regular market value" of an asset shall be the amount
         which a capable and diligent business person could obtain for such
         asset from an interested buyer who is willing to Purchase such asset
         under ordinary selling conditions; and

                  (D) the "present fair saleable value" of an asset means the
         amount which can be obtained if such asset is sold with reasonable
         promptness in an arm's-length transaction in an existing and not
         theoretical market.

         "Spike Factor" means, for any calendar month, (a) the positive
 difference, if any, between: (i) the highest Dilution Ratio for any calendar
 month during the twelve most recent calendar months and (ii) the arithmetic
 average of the Dilution Ratios for such twelve months times (b) (i) the highest
 Dilution Ratio for any calendar month during the twelve most recent calendar
 months divided by (ii) the arithmetic average of the Dilution Ratios for such
 twelve months

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

         "Subsidiary" means, as to any Person, a corporation, partnership,
 limited liability company or other entity of which shares of stock of each
 class or other interests having ordinary voting power (other than stock or
 other interests having such power only by reason of the happening of a
 contingency) to elect a majority of the Board of Directors or other managers of
 such entity are at the time owned, or management of which is otherwise
 controlled: (a) by such Person, (b) by one or more Subsidiaries of such Person
 or (c) by such Person and one or more Subsidiaries of such Person.

         "Termination Day" means: (a) each day on which the conditions set forth
in Section 2 of Exhibit II to the Agreement are not satisfied or (b) each day
that occurs on or after the Facility Termination Date.

         "Termination Event" has the meaning specified in Exhibit V to the
Agreement.

                                      I-17
<PAGE>   43
         "Termination Fee" means, for any Settlement Period during which a
Termination Day occurs, the amount, if any, by which: (a) the additional
Discount (calculated without taking into account any Termination Fee or any
shortened duration of such Settlement Period pursuant to the definition thereof)
that would have accrued during such Settlement Period on the reductions of
Capital relating to such Settlement Period had such reductions not been made,
exceeds (b) the income, if any, received by the Issuer from investing the
proceeds of such reductions of Capital, as determined by the Administrator,
which determination shall be binding and conclusive for all purposes, absent
manifest error.

         "Total Reserves" means, at any time the sum of : (a) the Yield Reserve,
 plus (b) the greater of (i) the sum of (A) Loss Reserve plus (B) the Dilution
 Reserve and (ii) the Concentration Reserve.

         "Transaction Documents" means the Agreement, the Lock-Box Agreements,
 the Fee Letter, the Purchase and Sale Agreement and all other certificates,
 instruments, UCC financing statements, reports, notices, agreements and
 documents executed or delivered under or in connection with the Agreement, in
 each case as the same may be amended, supplemented or otherwise modified from
 time to time in accordance with the Agreement.

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

         "Unmatured Purchase and Sale Termination Event" means any event which,
 with the giving of notice or lapse of time, or both, would become a Purchase
 and Sale Termination Event.

         "Unmatured Termination Event" means an event that, with the giving of
 notice or lapse of time, or both, would constitute a Termination Event.

         "Yield Reserve" means, on any date, an amount equal to: (a) the Capital
 at the close of business of the Servicer on such date multiplied by (b)(i) the
 Yield Reserve Percentage on such date divided by (ii) 100% minus the Yield
 Reserve Percentage on such date.

         "Yield Reserve Percentage" means at any time:

                             (BR + SFR) x 1.5 x DSO
                             ----------
                                360
         where:

                BR    =        the Base Rate as of the last day of the most
                               recent Settlement Period,

               DSO    =        the Days' Sales Outstanding, and

               SFR    =        the Servicing Fee Rate

                                      I-18
<PAGE>   44
         Other Terms. All accounting terms not specifically defined herein shall
be construed in accordance with generally accepted accounting principles. All
terms used in Article 9 of the UCC in the State of New York, and not
specifically defined herein, are used herein as defined in such Article 9.
Unless the context otherwise requires, "or" means "and/or," and "including" (and
with correlative meaning "include" and "includes") means including without
limiting the generality of any description preceding such term.

                                      I-19
<PAGE>   45
                                   EXHIBIT II
                             CONDITIONS OF PURCHASES


         1. Conditions Precedent to Initial Purchase. The Initial Purchase under
this Agreement is subject to the following conditions precedent that the
Administrator shall have received on or before the date of such purchase, each
in form and substance (including the date thereof) satisfactory to the
Administrator:

         (a) A counterpart of the Agreement and the other Transaction Documents
executed by the parties thereto.

         (b) Certified copies of: (i) the resolutions of the Board of Directors
of each of the Seller, the Originator and Royal authorizing the execution,
delivery and performance by the Seller, the Originator and Royal, as the case
may be, of the Agreement and the other Transaction Documents to which it is a
party; (ii) all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to the Agreement and the other
Transaction Documents and (iii) the certificate of incorporation and by-laws of
the Seller and Royal.

         (c) A certificate of the Secretary or Assistant Secretary of the
Seller, the Originator and Royal certifying the names and true signatures of its
officers who are authorized to sign the Agreement and the other Transaction
Documents. Until the Administrator receives a subsequent incumbency certificate
from the Seller, the Originator or Royal, as the case may be, the Administrator
shall be entitled to rely on the last such certificate delivered to it by the
Seller, the Originator or Royal, as the case may be.

         (d) Proper financing statements, duly executed and suitable for filing
under the UCC of all jurisdictions that the Administrator may deem necessary or
desirable in order to perfect the interests of the Seller, Royal and the Issuer
contemplated by the Agreement and the Purchase and Sale Agreement.

         (e) Proper financing statements (Form UCC-3), duly executed and
suitable for filing under the UCC of all jurisdictions that the Administrator
may deem necessary or desirable to release all security interests and other
rights of any Person in the Receivables, Contracts or Related Security
previously granted by the Originator, Royal or the Seller.

         (f) Completed UCC search reports, dated on or shortly before the date
of the initial purchase hereunder, listing the financing statements filed in all
applicable jurisdictions referred to in subsection (e) above that name the
Originator or the Seller as debtor, together with copies of such other financing
statements, and similar search reports with respect to judgment liens, federal
tax liens and liens of the Pension Benefit Guaranty Corporation in such
jurisdictions, as the Administrator may request, showing no Adverse Claims on
any Pool Assets.

                                      II-1
<PAGE>   46
         (g) Favorable opinions, in form and substance reasonably satisfactory
to the Administrator, of: (i) Kahn, Kleinman, Yanowitz & Arnson Co. L.P.A.,
counsel for the Seller, the Originator, and the Servicer.

         (h) Satisfactory results of a review and audit (performed by
representatives of the Administrator) of the Servicer's collection, operating
and reporting systems, the Credit and Collection Policy of the Originator,
historical receivables data and accounts, including satisfactory results of a
review of the Servicer's operating location(s) and satisfactory review and
approval of the Eligible Receivables in existence on the date of the initial
purchase under the Agreement.

         (i) A pro forma Information Package representing the performance of the
Receivables Pool for the calendar month before closing.

         (j) Evidence of payment by the Seller of all accrued and unpaid fees
(including those contemplated by the Fee Letter), costs and expenses to the
extent then due and payable on the date thereof, including any such costs, fees
and expenses arising under or referenced in Section 5.4 of the Agreement and the
Fee Letter.

         (k) The Fee Letter duly executed by the Seller and the Servicer.

         (l) Good standing certificates with respect to each of the Seller, the
Originator and the Servicer issued by the Secretary of State (or similar
official) of the state of each such Person's organization or formation and
principal place of business.

         (m) The Liquidity Agreement and all other Transaction Documents duly
executed by the parties thereto.

         (n) A computer file containing all information with respect to the
Receivables as the Administrator or the Issuer may reasonably request.

         (o) Copies of executed Lock-Box Agreements with each Lock-Box Bank.

         (p) The Pay Off Letter duly executed by the Seller, the Servicer,
Capital USA, L.L.C., Capital USA Funding II, L.P., the Issuer and the
Administrator.

         (q) Such other approvals, opinions or documents as the Administrator or
the Issuer may reasonably request.

         2. Conditions Precedent to All Purchases and Reinvestments. Each
purchase (except as to clause (a), including the initial purchase) and each
reinvestment shall be subject to the further conditions precedent that:

         (a) in the case of each purchase, the Servicer shall have delivered to
 the Administrator on or before such purchase, in form and substance
 satisfactory to the Administrator, a completed pro

                                      II-2
<PAGE>   47
forma Information Package to reflect the level of Capital and related
reserves and the calculation of the Purchased Interest after such subsequent
purchase and a completed Purchase Notice in the form of Annex B; and

         (b) on the date of such purchase or reinvestment the following
statements shall be true (and acceptance of the proceeds of such purchase or
reinvestment shall be deemed a representation and warranty by the Seller that
such statements are then true):

                  (i) the representations and warranties contained in Exhibit
         III to the Agreement are true and correct in all material respects on
         and as of the date of such purchase or reinvestment as though made on
         and as of such date (except to the extent that such representations and
         warranties relate expressly to an earlier date, and in which case such
         representations and warranties shall be true and correct in all
         material respects as of such earlier date);

                  (ii) no event has occurred and is continuing, or would result
         from such purchase or reinvestment, that constitutes a Termination
         Event or an Unmatured Termination Event; and

                  (iii) the Capital does not exceed the Purchase Limit.

                                      II-3
<PAGE>   48
                                   EXHIBIT III
                         REPRESENTATIONS AND WARRANTIES


         1. Representations and Warranties of the Seller. The Seller represents
and warrants as follows:

         (a) The Seller is a corporation duly incorporated, validly existing and
in good standing under the laws of the State of Ohio, and is duly qualified to
do business and is in good standing as a foreign corporation in every
jurisdiction where the nature of its business requires it to be so qualified,
except where the failure to be so qualified would not have a Material Adverse
Effect.

         (b) The execution, delivery and performance by the Seller of the
Agreement and the other Transaction Documents to which it is a party, including
its use of the proceeds of purchases and reinvestments: (i) are within its
corporate powers; (ii) have been duly authorized by all necessary corporate
action; (iii) do not contravene or result in a default under or conflict with:
(A) its charter or by-laws, (B) any law, rule or regulation applicable to it
except where such contravention, default or conflict has not and will not have a
Material Adverse Effect, (C) any indenture, loan agreement, mortgage, deed of
trust or other material agreement or instrument to which it is a party or by
which it is bound, or (D) any order, writ, judgment, award, injunction or decree
binding on or affecting it or any of its property except where such
contravention, default or conflict has not and will not have a Material Adverse
Effect; and (iv) do not result in or require the creation of any Adverse Claim
upon or with respect to any of its properties. The Agreement and the other
Transaction Documents to which it is a party have been duly executed and
delivered by the Seller.

         (c) No authorization, approval or other action by, and no notice to or
filing with, any Governmental Authority or other Person is required for its due
execution, delivery and performance by the Seller of the Agreement or any other
Transaction Document to which it is a party, other than the Uniform Commercial
Code filings referred to in Exhibit II to the Agreement, all of which shall have
been filed on or before the date of the first purchase hereunder.

         (d) Each of the Agreement and the other Transaction Documents to which
the Seller is a party constitutes its legal, valid and binding obligation
enforceable against the Seller in accordance with its terms, except as
enforceability may be limited by bankruptcy, insolvency, reorganization or other
similar laws from time to time in effect affecting the enforcement of creditors'
rights generally and by general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.

         (e) There is no pending or, to Seller's best knowledge, threatened
action or proceeding affecting Seller or any of its properties before any
Governmental Authority or arbitrator.

         (f) No proceeds of any purchase or reinvestment will be used to acquire
any equity security of a class that is registered pursuant to Section 12 of the
Securities Exchange Act of 1934.

                                     III-1
<PAGE>   49
         (g) The Seller is the legal and beneficial owner of the Pool
Receivables and Related Security, free and clear of any Adverse Claim (other
than any Adverse Claim arising solely as a result of any action taken by the
Issuer or the Administrator). Upon each purchase or reinvestment, the Issuer
shall acquire a valid and enforceable perfected undivided percentage ownership
or security interest, to the extent of the Purchased Interest, in each Pool
Receivable then existing or thereafter arising and in the Related Security,
Collections and other proceeds with respect thereto, free and clear of any
Adverse Claim. The Agreement creates a security interest in favor of the Issuer
in the Pool Assets, and the Issuer has a first priority perfected security
interest in the Pool Assets, free and clear of any Adverse Claims. No effective
financing statement or other instrument similar in effect covering any Pool
Asset is on file in any recording office, except (i) those filed in favor of the
Seller pursuant to the Purchase and Sale Agreement and the Issuer relating to
the Agreement and (ii) with respect to which proper financing statements (Form
UCC-3) as described in paragraph (1)(e) of Exhibit II to the Agreement have been
executed and delivered in accordance with paragraph (1)(e) of Exhibit II to the
Agreement.

         (h) Each Information Package (if prepared by the Seller or one of its
Affiliates, or to the extent that information contained therein is supplied by
the Seller or an Affiliate), information, exhibit, financial statement,
document, book, record or report furnished or to be furnished at any time by or
on behalf of the Seller to the Administrator in connection with the Agreement or
any other Transaction Document to which it is a party is or will be complete and
accurate in all material respects as of its date or (except as otherwise
disclosed to the Administrator at such time) as of the date so furnished,

         (i) The Seller's principal place of business and chief executive office
(as such terms are used in the UCC) and the office where it keeps its records
concerning the Receivables are located at the address referred to in Sections
1(b) and 2(b) of Exhibit IV to the Agreement.

         (j) The names and addresses of all the Lock-Box Banks, together with
the account numbers of the Lock-Box Accounts at such Lock-Box Banks, are
specified in Schedule II to the Agreement (or at such other Lock-Box Banks
and/or with such other Lock-Box Accounts as have been notified to the
Administrator in accordance with the Agreement) and all Lock-Box Accounts are
subject to Lock-Box Agreements. Seller has not granted to any Person, other than
the Administrator as contemplated by the Agreement, dominion and control of any
Lock-Box Account, or the right to take control of any such account at a future
time or upon the occurrence of a future event.

         (k) The Seller is not in violation of any order of any court,
arbitrator or Governmental Authority binding on the Seller.

         (l) Neither the Seller nor any of its Affiliates has any direct or
indirect ownership or other financial interest in the Issuer.

         (m) No proceeds of any purchase or reinvestment will be used for any
purpose that violates any applicable law, rule or regulation, including
Regulations T, U or X of the Federal Reserve Board.

                                     III-2
<PAGE>   50
         (n) Each Pool Receivable included as an Eligible Receivable in the
calculation of the Net Receivables Pool Balance is an Eligible Receivable.

         (o) No event has occurred and is continuing, or would result from a
purchase in respect of, or reinvestment in respect of, the Purchased Interest or
from the application of the proceeds therefrom, that constitutes a Termination
Event or an Unmatured Termination Event.

         (p) The Seller has and will accounted for each sale of undivided
percentage ownership interests in Receivables in its books and financial
statements as sales, consistent with generally accepted accounting principles.

         (q) The Seller has complied in all material respects with the Credit
and Collection Policies of the Originator with regard to each Receivable
originated by the Originator.

         (r) The Seller has complied in all material respects with all of the
terms, covenants and agreements contained in the Agreement and the other
Transaction Documents that are applicable to it.

         (s) The Seller's complete corporate name is set forth in the preamble
to the Agreement, and it does not use and has not during the last six years used
any other corporate name, trade name, doing-business name or fictitious name,
except as set forth on Schedule III to the Agreement and except for names first
used after the date of the Agreement and set forth in a notice delivered to the
Administrator pursuant to Section 1(l)(iv) of Exhibit IV to the Agreement.

         (t) The Seller is not an "investment company," or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940, as amended. In addition, the Seller is not a "holding
company," a "subsidiary company" of a "holding company" or an "affiliate" of a
"holding company" or of a "subsidiary company" of a "holding company" within the
meaning of the Public Utility Holding Company Act of 1935, as amended.

         (u) With respect to each Receivable transferred to the Seller under the
Purchase and Sale Agreement, Seller has given reasonably equivalent value to the
Originator thereof in consideration therefor and such transfer was not made for
or on account of an antecedent debt. No transfer by any Originator of any
Receivable under the Purchase and Sale Agreement is or may be voidable under any
section of the Bankruptcy Code.

         (v) Each Contract with respect to each Receivable is effective to
create, and has created, a legal, valid and binding obligation of the related
Obligor to pay the Outstanding Balance of the Receivable created thereunder and
any accrued interest thereon, enforceable against the Obligor in accordance with
its terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization or other similar laws relating to or limiting
creditors' rights generally and by general principles of equity (regardless of
whether enforcement is sought in a proceeding in equity or at law).

                                     III-3
<PAGE>   51
         (w) Since its most recent fiscal year end, there has been no change in
the business, operations, financial condition, properties or assets of the
Seller which would have a Material Adverse Effect on its ability to perform its
obligations under the Agreement or any other Transaction Document to which it is
a party or materially and adversely affect the transactions contemplated under
the Agreement or such other Transaction Documents.

         (x) the Seller has no Debt or contingent obligations (whether matured
or inmatured) outstanding other than (i) the Company Note or (i) such Debt or
contingent obligations which will be paid and reduced to zero prior to the first
purchase hereunder.

         2. Representations and Warranties of Royal (including in its capacity
as the Servicer). Royal, individually and in its capacity as the Servicer,
represents and warrants as follows:

         (a) Royal is a corporation duly formed, validly existing and in good
standing under the laws of the State of Ohio, and is duly qualified to do
business and is in good standing as a foreign corporation in every jurisdiction
where the nature of its business requires it to be so qualified, except where
the failure to be so qualified would not have a Material Adverse Effect.

         (b) The execution, delivery and performance by Royal of the Agreement
and the other Transaction Documents to which it is a party, including the
Servicer's use of the proceeds of purchases and reinvestments: (i) are within
its corporate powers; (ii) have been duly authorized by all necessary corporate
action; (iii) do not contravene or result in a default under or conflict with:
(A) its charter or bylaws, (B) any law, rule or regulation applicable to it
except where such contravention, default or conflict has not and will not have a
Material Adverse Effect, (C) any indenture, loan agreement, mortgage, deed of
trust or other material agreement or instrument to which it is a party or by
which it is bound, or (D) any order, writ, judgment, award, injunction or decree
binding on or affecting it or any of its property except where such
contravention, default or conflict has not and will not have a Material Adverse
Effect; and (iv) do not result in or require the creation of any Adverse Claim
upon or with respect to any of its properties. The Agreement and the other
Transaction Documents to which Royal is a party have been duly executed and
delivered by Royal.

         (c) No authorization, approval or other action by, and no notice to or
filing with any Governmental Authority or other Person, is required for the due
execution, delivery and performance by Royal of the Agreement or any other
Transaction Document to which it is a party other than the Uniform Commercial
Code filings referred to in Exhibit II to the Agreement, all of which shall have
been filed on or before the date of the first purchase hereunder.

         (d) Each of the Agreement and the other Transaction Documents to which
Royal is a party constitutes the legal, valid and binding obligation of Royal
enforceable against Royal in accordance with its terms, except as enforceability
may be limited by bankruptcy, insolvency, reorganization or other similar laws
from time to time in effect affecting the enforcement of creditors' rights
generally and by general principles of equity, regardless of whether such
enforceability is considered in a proceeding in equity or at law.

                                      III-4
<PAGE>   52
         (e) The balance sheets of Royal and its consolidated Subsidiaries as at
December 31, 1999, and the related statements of income and retained earnings
for the fiscal year then ended, copies of which have been furnished to the
Administrator, fairly present the financial condition of Royal and its
consolidated Subsidiaries as of and at such date and the results of the
operations of Royal and its Subsidiaries for the period ended on such date, all
in accordance with generally accepted accounting principles consistently
applied, and since December 31, 1999 there has been no event or circumstances
which have had a Material Adverse Effect.

         (f) Except as disclosed in the most recent audited financial statements
of Royal furnished to the Administrator, there is no pending or, to its best
knowledge, threatened action or proceeding affecting it or any of its
Subsidiaries before any Governmental Authority or arbitrator that could have a
Material Adverse Effect.

         (g) No proceeds of any purchase or reinvestment will be used to acquire
any equity security of a class that is registered pursuant to Section 12 of the
Securities Exchange Act of 1934.

         (h) Each Information Package (if prepared by Royal or one of its
Affiliates, or to the extent that information contained therein is supplied by
Royal or an Affiliate), information, exhibit, financial statement, document,
book, record or report furnished or to be furnished at any time by or on behalf
of the Servicer to the Administrator in connection with the Agreement is or will
be complete and accurate in all material respects as of its date or (except as
otherwise disclosed to the Administrator at such time) as of the date so
furnished.

         (i) The principal place of business and chief executive office (as such
terms are used in the UCC) of Royal and the office where it keeps its records
concerning the Receivables are located at the address referred to in Section
2(b) of Exhibit IV to the Agreement.

         (j) Royal is not in violation of any order of any court, arbitrator or
Governmental Authority, which could have a Material Adverse Effect.

         (k) Neither Royal nor any of its Affiliates has any direct or indirect
ownership or other financial interest in the Issuer.

         (l) The Servicer has complied in all material respects with the Credit
and Collection Policy of the Originator with regard to each Receivable
originated by the Originator.

         (m) Royal has complied in all material respects with all of the terms,
covenants and agreements contained in the Agreement and the other Transaction
Documents that are applicable to it.

         (n) Royal is not an "investment company" or a company "controlled" by
an "investment company" within the meaning of the Investment Company Act of
1940, as amended. In addition, Royal is not a "holding company," a "subsidiary
company" of a "holding company," or an "affiliate"

                                     III-5
<PAGE>   53
of a "holding company" or of a "subsidiary company" of a "holding company"
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.

         (o) Since its most recent fiscal year end, there has been no change in
the business, operations, financial condition, properties or assets of the
Servicer which would have a Material Adverse Effect on its ability to perform
its obligations under the Agreement or any other Transaction Document to which
it is a party or materially and adversely affect the transactions contemplated
under the Agreement or such other Transaction Documents.

         (p) No license or approval is required for the Administrator or any
successor Servicer to use any program used by the Servicer in the servicing of
the Receivables, other than such licenses and approvals that have been obtained
and are in full force and effect.

                                     III-6
<PAGE>   54
                                   EXHIBIT IV
                                   COVENANTS


         1. Covenants of the Seller. Until the latest of the Facility
Termination Date, the date on which no Capital of or Discount in respect of the
Purchased Interest shall be outstanding or the date all other amounts owed by
the Seller under the Agreement to the Issuer, the Administrator and any other
Indemnified Party or Affected Person shall be paid in full:

         (a) Compliance with Laws, Etc. The Seller shall comply in all material
respects with all applicable laws, rules, regulations and orders, and preserve
and maintain its corporate existence, rights, franchises, qualifications and
privileges, except to the extent that the failure so to comply with such laws,
rules and regulations or the failure so to preserve and maintain such rights,
franchises, qualifications and privileges would not have a Material Adverse
Effect.

         (b) Offices, Records and Books of Account, Etc. The Seller: (i) shall
keep its principal place of business and chief executive office (as such terms
or similar terms are used in the UCC) and the office where it keeps its records
concerning the Receivables at the address of the Seller set forth under its name
on the signature page to the Agreement or, pursuant to clause (l)(iv) below, at
any other locations in jurisdictions where all actions reasonably requested by
the Administrator to protect and perfect the interest of the Issuer in the
Receivables and related items (including the Pool Assets) have been taken and
completed and (ii) shall provide the Administrator with at least 30 days'
written notice before making any change in the Seller's name or making any other
change in the Seller's identity or corporate structure (including a Change in
Control) that could render any UCC financing statement filed in connection with
this Agreement "seriously misleading" as such term (or similar term) is used in
the UCC; each notice to the Administrator pursuant to this sentence shall set
forth the applicable change and the effective date thereof. The Seller also will
maintain and implement (or cause the Servicer to maintain and implement)
administrative and operating procedures (including an ability to recreate
records evidencing Receivables and related Contracts in the event of the
destruction of the originals thereof), and keep and maintain (or cause the
Servicer to keep and maintain) all documents, books, records, computer tapes and
disks and other information reasonably necessary or advisable for the collection
of all Receivables (including records adequate to permit the daily
identification of each Receivable and all Collections of and adjustments to each
existing Receivable). Notwithstanding the above, in no event shall the Seller
have or maintain, or be a partner in any partnership that has or maintains, its
jurisdiction of organization, principal place of business or principal assets in
any of the states of Colorado, Kansas, New Mexico, Oklahoma, Utah or Wyoming.

         (c) Performance and Compliance with Contracts and Credit and Collection
Policy. The Seller shall (and shall cause the Servicer to), at its expense,
timely and fully perform and comply with all material provisions, covenants and
other promises required to be observed by it under the Contracts related to the
Receivables, and timely and fully comply in all material respects with the
applicable Credit and Collection Policies with regard to each Receivable and the
related Contract.

                                      IV-1
<PAGE>   55
         (d) Ownership Interest, Etc. The Seller shall (and shall cause the
Servicer to), at its expense, take all action necessary or desirable to
establish and maintain a valid and enforceable undivided percentage ownership or
security interest, to the extent of the Purchased Interest, in the Pool
Receivables, the Related Security and Collections with respect thereto, and a
first priority perfected security interest in the Pool Assets, in each case free
and clear of any Adverse Claim, in favor of the Issuer, including taking such
action to perfect, protect or more fully evidence the interest of the Issuer as
the Issuer, through the Administrator, may reasonably request.

         (e) Sales, Liens, Etc. The Seller shall not sell, assign (by operation
of law or otherwise) or otherwise dispose of, or create or suffer to exist any
Adverse Claim upon or with respect to, any or all of its right, title or
interest in, to or under any Pool Assets (including the Seller's undivided
interest in any Receivable, Related Security or Collections, or upon or with
respect to any account to which any Collections of any Receivables are sent), or
assign any right to receive income in respect of any items contemplated by this
paragraph.

         (f) Extension or Amendment of Receivables. Except as provided in the
Agreement, the Seller shall not, and shall not permit the Servicer to, extend
the maturity or adjust the Outstanding Balance or otherwise modify the terms of
any Pool Receivable in any material respect, or amend, modify or waive, in any
material respect, any term or condition of any related Contract (which term or
condition relates to payments under, or the enforcement of, such Contract).

         (g) Change in Business or Credit and Collection Policy. The Seller
shall not make (or permit the Originator to make) any material change in the
character of its business or in any Credit and Collection Policy, or any change
in any Credit and Collection Policy that would have a Material Adverse Effect
with respect to the Receivables. The Seller shall not make (or permit the
Originator to make) any other change in any Credit and Collection Policy without
giving prior written notice thereof to the Administrator.

         (h) Audits. The Seller shall (and shall cause the Originator to), from
time to time during regular business hours as reasonably requested in advance
(unless a Termination Event or Unmatured Termination Event exists) by the
Administrator, permit the Administrator, or its agents or representatives: (i)
to examine and make copies of and abstracts from all books, records and
documents (including computer tapes and disks) in the possession or under the
control of the Seller (or the Originator) relating to Receivables and the
Related Security, including the related Contracts, (ii) to visit the offices and
properties of the Seller and the Originator for the purpose of examining such
materials described in clause (i) above, and to discuss matters relating to
Receivables and the Related Security or the Seller's, Royal's or the
Originator's performance under the Transaction Documents or under the Contracts
with any of the officers, employees, agents or contractors of the Seller, Royal
or the Originator having knowledge of such matters and (iii) without limiting
the clauses (i) and (ii) above, to engage certified public accountants or other
auditors acceptable to the Seller and the Administrator to conduct, at the
Seller's expense, a review of the Seller's books and records with respect to
such Receivables.

                                      IV-2
<PAGE>   56
         (i) Change in Lock-Box Banks, Lock-Box Accounts and Payment
Instructions to Obligors. The Seller shall not, and shall not permit the
Servicer or the Originator to, add or terminate any bank as a Lock-Box Bank or
any account as a Lock-Box Account from those listed in Schedule II to the
Agreement, or make any change in its instructions to Obligors regarding payments
to be made to the Seller, the Originator, the Servicer or any Lock-Box Account
(or related post office box), unless the Administrator shall have consented
thereto in writing and the Administrator shall have received copies of all
agreements and documents (including Lock-Box Agreements) that it may request in
connection therewith.

         (j) Deposits to Lock-Box Accounts. The Seller shall (or shall cause the
Servicer to): (i) instruct all Obligors to make payments of all Receivables to
one or more Lock-Box Accounts or to post office boxes to which only Lock-Box
Banks have access (and shall instruct the Lock-Box Banks to cause all items and
amounts relating to such Receivables received in such post office boxes to be
removed and deposited into a Lock-Box Account on a daily basis), and (ii)
deposit, or cause to be deposited, any Collections received by it, the Servicer
or the Originator into Lock-Box Accounts not later than one Business Day after
receipt thereof. Each Lock-Box Account shall at all times be subject to a
Lock-Box Agreement. The Seller will not (and will not permit the Servicer to)
deposit or otherwise credit, or cause or permit to be so deposited or credited,
to any Lock-Box Account cash or cash proceeds other than Collections.

         (k) Marking of Records. At its expense, the Seller shall: (i) mark (or
cause the Servicer to mark) its master data processing records relating to Pool
Receivables and related Contracts, including with a legend evidencing that the
undivided percentage ownership interests with regard to the Purchased Interest
related to such Receivables and related Contracts have been sold in accordance
with the Agreement, and (ii) cause the Originator so to mark its master data
processing records pursuant to the Purchase and Sale Agreement.

         (l) Reporting Requirements. The Seller will provide to the
Administrator (in multiple copies, if requested by the Administrator) the
following:

                  (i) as soon as available and in any event within 60 days after
         the end of the first three quarters of each fiscal year of the Seller,
         balance sheets of the Seller as of the end of such quarter and
         statements of income, retained earnings and cash flow of the Seller for
         the period commencing at the end of the previous fiscal year and ending
         with the end of such quarter, certified by the chief financial officer
         of such Person;

                  (ii) as soon as available and in any event within 120 days
         after the end of each fiscal year of the Seller, a copy of the annual
         report for such year for the Seller, containing unaudited financial
         statements for such year certified as to accuracy by the chief
         financial officer or treasurer of the Seller;

                  (iii) as soon as possible and in any event within five days
         after the occurrence of each Termination Event or Unmatured Termination
         Event, a statement of the chief financial officer of the Seller setting
         forth details of such Termination Event or Unmatured

                                      IV-3
<PAGE>   57
         Termination Event and the action that the Seller has taken and proposes
         to take with respect thereto;

                  (iv) promptly after the filing or receiving thereof, copies of
         all reports and notices that the Seller or any Affiliate files under
         ERISA with the Internal Revenue Service, the Pension Benefit Guaranty
         Corporation or the U.S. Department of Labor or that the Seller or any
         Affiliate receives from any of the foregoing or from any multiemployer
         plan (within the meaning of Section 4001(a)(3) of ERISA) to which the
         Seller or any of its Affiliates is or was, within the preceding five
         years, a contributing employer, in each case in respect of the
         assessment of withdrawal liability or an event or condition that could,
         in the aggregate, result in the imposition of liability on the Seller
         and/or any such Affiliate;

                  (v) at least thirty days before any change in the Seller's
         name or any other change requiring the amendment of UCC financing
         statements, a notice setting forth such changes and the effective date
         thereof;

                  (vi) promptly after the Seller obtains knowledge thereof,
         notice of any: (A) material litigation, investigation or proceeding
         that may exist at any time between the Seller and any Person or (B)
         material litigation or proceeding relating to any Transaction Document;

                  (vii) promptly after the occurrence thereof, notice of a
         material adverse change in the business, operations, property or
         financial or other condition of the Seller, the Servicer or the
         Originator; and

                  (viii) such other information respecting the Receivables or
         the condition or operations, financial or otherwise, of the Seller or
         any of its Affiliates as the Administrator may from time to time
         reasonably request.

         (m) Certain Agreements. Without the prior written consent of the
Administrator, the Seller will not (and will not permit the Originator to)
amend, modify, waive, revoke or terminate any Transaction Document to which it
is a party or any provision of Seller's certificate of incorporation or by-laws.

         (n) Restricted Payments. (i) Except pursuant to clause (ii) below, the
Seller will not: (A) purchase or redeem any shares of its capital stock, (B)
declare or pay any dividend or set aside any funds for any such purpose, (C)
prepay, purchase or redeem any Debt, (D) lend or advance any funds or (E) repay
any loans or advances to, for or from any of its Affiliates (the amounts
described in clauses (A) through (E) being referred to as "Restricted
Payments").

                  (ii) Subject to the limitations set forth in clause (iii)
         below, the Seller may make Restricted Payments so long as such
         Restricted Payments are made only in one or more of the following ways:
         (A) the Seller may make cash payments (including prepayments) on the
         Company Note in accordance with its terms, and (B) if no amounts are
         then outstanding under the Company Note, the Seller may declare and pay
         dividends.

                                      IV-4
<PAGE>   58
                  (iii) The Seller may make Restricted Payments only out of the
         funds it receives pursuant to Sections 1.4(b)(ii) and (iv) of the
         Agreement. Furthermore, the Seller shall not pay, make or declare: (A)
         any dividend if, after giving effect thereto, the Seller's tangible net
         worth would be less than $4,000,000, or (B) any Restricted Payment
         (including any dividend) if, after giving effect thereto, any
         Termination Event or Unmatured Termination Event shall have occurred
         and be continuing.

         (o) Other Business. The Seller will not: (i) engage in any business
other than the transactions contemplated by the Transaction Documents; (ii)
create, incur or permit to exist any Debt of any kind (or cause or permit to be
issued for its account any letters of credit or bankers' acceptances) other than
pursuant to this Agreement or the Company Note; or (iii) form any Subsidiary or
make any investments in any other Person; provided, however, that the Seller
shall be permitted to incur minimal obligations to the extent necessary for the
day-to-day operations of the Seller (such as expenses for stationery, audits,
maintenance of legal status, etc.).

         (p) Use of Seller's Share of Collections. The Seller shall apply the
Seller's Share of Collections to make payments in the following order of
priority: (i) the payment of its expenses (including all obligations payable to
the Issuer and the Administrator under the Agreement and under the Fee Letter);
(ii) the payment of accrued and unpaid interest on the Company Note; and (iii)
other legal and valid corporate purposes.

         (q) Tangible Net Worth. The Seller will not permit its tangible net
worth, at any time, to be less than $4,000,000.

         2. Covenants of the Servicer and Royal. Until the latest of the
Facility Termination Date, the date on which no Capital of or Discount in
respect of the Purchased Interest shall be outstanding or the date all other
amounts owed by the Seller under the Agreement to the Issuer, the Administrator
and any other Indemnified Party or Affected Person shall be paid in full:

         (a) Compliance with Laws, Etc. The Servicer and, to the extent that it
ceases to be the Servicer, Royal shall comply (and shall cause the Originator to
comply) in all material respects with all applicable laws, rules, regulations
and orders, and preserve and maintain its corporate existence, rights,
franchises, qualifications and privileges, except to the extent that the failure
so to comply with such laws, rules and regulations or the failure so to preserve
and maintain such existence, rights, franchises, qualifications and privileges
would not have a Material Adverse Effect.

         (b) Offices, Records and Books of Account, Etc. The Servicer and, to
 the extent that it ceases to be the Servicer, Royal, shall keep (and shall
 cause the Originator to keep) its principal place of business and chief
 executive office (as such terms or similar terms are used in the applicable
 UCC) and the office where it keeps its records concerning the Receivables at
 the address of the Servicer set forth under its name on the signature page to
 the Agreement or, upon at least 30 days' prior written notice of a proposed
 change to the Administrator, at any other locations in jurisdictions where all
 actions reasonably requested by the Administrator to protect and perfect the
 interest of the Issuer in the Receivables and related items (including the Pool
 Assets) have been taken and

                                      IV-5
<PAGE>   59
completed. The Servicer and, to the extent that it ceases to be the
Servicer, Royal, also will (and will cause the Originator to) maintain and
implement administrative and operating procedures (including an ability to
recreate records evidencing Receivables and related Contracts in the event of
the destruction of the originals thereof), and keep and maintain all documents,
books, records, computer tapes and disks and other information reasonably
necessary or advisable for the collection of all Receivables (including records
adequate to permit the daily identification of each Receivable and all
Collections of and adjustments to each existing Receivable).

         (c) Performance and Compliance with Contracts and Credit and Collection
Policy. The Servicer and, to the extent that it ceases to be the Servicer,
Royal, shall (and shall cause the Originator to), at its expense, timely and
fully perform and comply with all material provisions, covenants and other
promises required to be observed by it under the Contracts related to the
Receivables, and timely and fully comply in all material respects with the
Credit and Collection Policy with regard to each Receivable and the related
Contract.

         (d) Extension or Amendment of Receivables. Except as provided in the
 Agreement, the Servicer and, to the extent that it ceases to be the Servicer,
 Royal, shall not extend (and shall not permit the Originator to extend), the
 maturity or adjust the Outstanding Balance or otherwise modify the terms of any
 Pool Receivable in any material respect, or amend, modify or waive, in any
 material respect, any term or condition of any related Contract (which term or
 condition relates to payments under, or the enforcement of, such Contract).

         (e) Change in Business or Credit and Collection Policy. The Servicer
and, to the extent that it ceases to be the Servicer, Royal, shall not make any
material change in the character of its business or in any Credit and Collection
Policy, or any change in any Credit and Collection Policy that would have a
Material Adverse Effect. The Servicer and, to the extent that it ceases to be
the Servicer, Royal, shall not make any other change in any Credit and
Collection Policy without giving prior written notice thereof to the
Administrator.

         (f) Audits. The Servicer and, to the extent that it ceases to be the
Servicer, Royal, shall (and shall cause the Originator to), from time to time
during regular business hours as reasonably requested in advance (unless a
Termination Event or Unmatured Termination Event exists) by the Administrator,
permit the Administrator, or its agents or representatives: (i) to examine and
make copies of and abstracts from all books, records and documents (including
computer tapes and disks) in its possession or under its control relating to
Receivables and the Related Security, including the related Contracts; (ii) to
visit its offices and properties for the purpose of examining such materials
described in clause (i) above, and to discuss matters relating to Receivables
and the Related Security or its performance hereunder or under the Contracts
with any of its officers, employees, agents or contractors having knowledge of
such matters and (iii), without limiting the clauses (i) and (ii) above, to
engage certified public accountants or other auditors acceptable to the Servicer
and the Administrator to conduct, at the Servicer's expense, a review of the
Servicer's books and records with respect to such Receivables.

                                      IV-6



<PAGE>   60
        (g) Change in Lock-Box Banks, Lock-Box Accounts and Payment Instructions
to Obligors. The Servicer and, to the extent that it ceases to be the Servicer,
Royal, shall not (and shall not permit the Originator to) add or terminate any
bank as a Lock-Box Bank or any account as a Lock-Box Account from those listed
in Schedule II to the Agreement, or make any change in its instructions to
Obligors regarding payments to be made to the Servicer or any Lock-Box Account
(or related post office box), unless the Administrator shall have consented
thereto in writing and the Administrator shall have received copies of all
agreements and documents (including Lock-Box Agreements) that it may request in
connection therewith.

        (h) Deposits to Lock-Box Accounts. The Servicer shall: (i) instruct all
Obligors to make payments of all Receivables to one or more Lock-Box Accounts or
to post office boxes to which only Lock-Box Banks have access (and shall
instruct the Lock-Box Banks to cause all items and amounts relating to such
Receivables received in such post office boxes to be removed and deposited into
a Lock-Box Account on a daily basis); and (ii) deposit, or cause to be
deposited, any Collections received by it into Lock-Box Accounts not later than
one Business Day after receipt thereof. Each Lock-Box Account shall at all times
be subject to a Lock-Box Agreement.

        (i) Marking of Records. At its expense, the Servicer shall mark its
 master data processing records relating to Pool Receivables and related
 Contracts, including with a legend evidencing that the undivided percentage
 ownership interests with regard to the Purchased Interest related to such
 Receivables and related Contracts have been sold in accordance with the
 Agreement.

         (j) Reporting Requirements. Royal shall provide to the Administrator
(in multiple copies, if requested by the Administrator) the following:

               (i) as soon as available and in any event within 60 days after
        the end of the first three quarters of each fiscal year of Royal,
        balance sheets of Royal and its consolidated Subsidiaries as of the end
        of such quarter and statements of income, retained earnings and cash
        flow of Royal and its consolidated Subsidiaries for the period
        commencing at the end of the previous fiscal year and ending with the
        end of such quarter, certified by the chief financial officer of such
        Person (which information may be contained in the SEC Reports);

               (ii) as soon as available and in any event within 120 days after
        the end of each fiscal year of such Person, a copy of the annual report
        for such year for such Person and its consolidated Subsidiaries,
        containing financial statements for such year audited by independent
        certified public accountants of nationally recognized standing (which
        information may be contained in the SEC Reports);

               (iii) as to the Servicer only, as soon as available and in any
        event not later than two Business Days prior to the Settlement Date, an
        Information Package as of the most recently completed calendar month or,
        if in the opinion of the Administrator reasonable grounds for insecurity
        exist with respect to the collectibility of the Pool Receivables or with
        respect to the Seller or Servicer's performance or ability to perform
        its obligations under the Agreement, within six Business Days of a
        request by the Administrator, an Information


                                      IV-7
<PAGE>   61
        Package for such periods as is specified by the Administrator (but in
        no event more frequently than weekly);

               (iv) as soon as possible and in any event within five days after
        becoming aware of the occurrence of each Termination Event or Unmatured
        Termination Event, a statement of the chief financial officer of Royal
        setting forth details of such Termination Event or Unmatured Termination
        Event and the action that such Person has taken and proposes to take
        with respect thereto;

               (v) promptly after the sending or filing thereof, copies of all
        reports that Royal sends to any of its security holders, and copies of
        all reports and registration statements that Royal or any Subsidiary
        files with the Securities and Exchange Commission or any national
        securities exchange; provided, that any filings with the Securities and
        Exchange Commission that have been granted "confidential" treatment
        shall be provided promptly after such filings have become publicly
        available;

               (vi) promptly after the filing or receiving thereof, copies of
        all reports and notices that Royal or any of its Affiliate files under
        ERISA with the Internal Revenue Service, the Pension Benefit Guaranty
        Corporation or the U.S. Department of Labor or that such Person or any
        of its Affiliates receives from any of the foregoing or from any
        multiemployer plan (within the meaning of Section 4001(a)(3) of ERISA)
        to which such Person or any of its Affiliate is or was, within the
        preceding five years, a contributing employer, in each case in respect
        of the assessment of withdrawal liability or an event or condition that
        could, in the aggregate, result in the imposition of liability on Royal
        and/or any such Affiliate;

               (vii) at least thirty days before any change in Royal's or the
        Originator's name or any other change requiring the amendment of UCC
        financing statements, a notice setting forth such changes and the
        effective date thereof;

               (viii) promptly after Royal obtains knowledge thereof, notice of
        any: (A) litigation, investigation or proceeding that may exist at any
        time between Royal or any of its Subsidiaries and any Governmental
        Authority that, if not cured or if adversely determined, as the case may
        be, would have a Material Adverse Effect; (B) litigation or proceeding
        adversely affecting such Person or any of its Subsidiaries in which the
        amount involved is $2,000,000 or more and not covered by insurance or in
        which injunctive or similar relief is sought; or (C) litigation or
        proceeding relating to any Transaction Document;

               (ix) promptly after the occurrence thereof, notice of a material
        adverse change in the business, operations, property or financial or
        other condition of Royal or any of its Subsidiaries; and

               (x) such other information respecting the Receivables or the
        condition or operations, financial or otherwise, of Royal or any of its
        Affiliates as the Administrator may from time to time reasonably
        request.


                                      IV-8
<PAGE>   62
        3. Separate Existence. Each of the Seller and Royal hereby acknowledges
that the Purchasers, the Issuer and the Administrator are entering into the
transactions contemplated by this Agreement and the other Transaction Documents
in reliance upon the Seller's identity as a legal entity separate from Royal and
its Affiliates. Therefore, from and after the date hereof, each of the Seller
and Royal shall take all steps specifically required by the Agreement or
reasonably required by the Administrator to continue the Seller's identity as a
separate legal entity and to make it apparent to third Persons that the Seller
is an entity with assets and liabilities distinct from those of Royal and any
other Person, and is not a division of Royal, its Affiliates or any other
Person. Without limiting the generality of the foregoing and in addition to and
consistent with the other covenants set forth herein, each of the Seller and
Royal shall take such actions as shall be required in order that:

               (a) The Seller will be a limited purpose corporation whose
        primary activities are restricted in its certificate of incorporation
        to: (i) purchasing or otherwise acquiring from the Originator (or its
        Affiliates), owning, holding, granting security interests or selling
        interests in Pool Assets (or other receivables originated by the
        Originator or its Affiliates, and certain related assets), (ii) entering
        into agreements for the selling and servicing of the Receivables Pool
        (or other receivables pools originated by the Originator or its
        Affiliates), and (iii) conducting such other activities as it deems
        necessary or appropriate to carry out its primary activities;

               (b) The Seller shall not engage in any business or activity, or
        incur any indebtedness or liability, other than as expressly permitted
        by the Transaction Documents;

               (c) Not less than one member of the Seller's Board of Directors
        (the "Independent Director") shall be an individual who is not a direct,
        indirect or beneficial stockholder, officer, director, employee,
        affiliate, associate or supplier of Royal or any of its Affiliates. The
        certificate of incorporation of the Seller shall provide that: (i) the
        Seller's Board of Directors shall not approve, or take any other action
        to cause the filing of, a voluntary bankruptcy petition with respect to
        the Seller unless the Independent Director shall approve the taking of
        such action in writing before the taking of such action, and (ii) such
        provision cannot be amended without the prior written consent of the
        Independent Director;

               (d) The Independent Director shall not at any time serve as a
        trustee in bankruptcy for the Seller, Royal or any Affiliate thereof;

               (e) Any employee, consultant or agent of the Seller will be
        compensated from the Seller's funds for services provided to the Seller.
        The Seller will not engage any agents other than its attorneys, auditors
        and other professionals, and a servicer and any other agent contemplated
        by the Transaction Documents for the Receivables Pool, which servicer
        will be fully compensated for its services by payment of the Servicing
        Fee, and a manager, which manager will be fully compensated from the
        Seller's funds;


                                      IV-9
<PAGE>   63
                (f) The Seller will contract with the Servicer to perform for
        the Seller all operations required on a daily basis to service the
        Receivables Pool. The Seller will pay the Servicer the Servicing Fee
        pursuant hereto. The Seller will not incur any material indirect or
        overhead expenses for items shared with Royal (or any other Affiliate
        thereof) that are not reflected in the Servicing Fee. To the extent, if
        any, that the Seller (or any Affiliate thereof) shares items of expenses
        not reflected in the Servicing Fee or the manager's fee, such as legal,
        auditing and other professional services, such expenses will be
        allocated to the extent practical on the basis of actual use or the
        value of services rendered, and otherwise on a basis reasonably related
        to the actual use or the value of services rendered; it being understood
        that Royal shall pay all expenses relating to the preparation,
        negotiation, execution and delivery of the Transaction Documents,
        including legal, agency and other fees;

               (g) The Seller's operating expenses will not be paid by Royal or
        any other Affiliate thereof;

               (h) All of the Seller's business correspondence and other
        communications shall be conducted in the Seller's own name and on its
        own separate stationery;

               (i) The Seller's books and records will be maintained separately
        from those of Royal and any other Affiliate thereof;

               (j) All financial statements of Royal or any Affiliate thereof
        that are consolidated to include Seller will contain detailed notes
        clearly stating that: (i) a special purpose corporation exists as a
        Subsidiary of Royal, and (ii) the Originator has sold receivables and
        other related assets to such special purpose Subsidiary that, in turn,
        has sold undivided interests therein to certain financial institutions
        and other entities;

               (k) The Seller's assets will be maintained in a manner that
        facilitates their identification and segregation from those of Royal or
        any Affiliate thereof;

               (l) The Seller will strictly observe corporate formalities in its
        dealings with Royal or any Affiliate thereof, and funds or other assets
        of the Seller will not be commingled with those of Royal or any
        Affiliate thereof except as permitted by the Agreement in connection
        with servicing the Pool Receivables. The Seller shall not maintain joint
        bank accounts or other depository accounts to which Royal or any
        Affiliate thereof has independent access. The Seller is not named, and
        has not entered into any agreement to be named, directly or indirectly,
        as a direct or contingent beneficiary or loss payee on any insurance
        policy with respect to any loss relating to the property of Royal or any
        Subsidiary or other Affiliate of Royal. The Seller will pay to the
        appropriate Affiliate the marginal increase or, in the absence of such
        increase, the market amount of its portion of the premium payable with
        respect to any insurance policy that covers the Seller and such
        Affiliate;

               (m) The Seller will maintain arm's-length relationships with
        Royal (and any Affiliate thereof). Any Person that renders or otherwise
        furnishes services to the Seller will be


                                     IV-10
<PAGE>   64
        compensated by the Seller at market rates for such services it renders
        or otherwise furnishes to the Seller. Neither the Seller nor Royal will
        be or will hold itself out to be responsible for the debts of the other
        or the decisions or actions respecting the daily business and affairs of
        the other. The Seller and Royal will immediately correct any known
        misrepresentation with respect to the foregoing, and they will not
        operate or purport to operate as an integrated single economic unit with
        respect to each other or in their dealing with any other entity; and


               (n) Royal shall not pay the salaries of Seller's employees, if
        any.


                                     IV-11
<PAGE>   65
                                    EXHIBIT V
                               TERMINATION EVENTS


        Each of the following shall be a "Termination Event":

        (a)(i) the Seller, Royal, the Originator or the Servicer (if Royal or
any of its Affiliates) shall fail to perform or observe any term, covenant or
agreement under the Agreement or any other Transaction Document and, except as
otherwise provided herein, such failure shall continue for five Business Days
after knowledge or notice thereof, (ii) the Seller or the Servicer shall fail to
make when due any payment or deposit to be made by it under the Agreement and
such failure shall continue unremedied for one Business Day or (iii) Royal shall
resign as Servicer, and no successor Servicer reasonably satisfactory to the
Administrator shall have been appointed;

        (b) Royal (or any Affiliate thereof) shall fail to transfer to any
 successor Servicer when required any rights pursuant to the Agreement that
 Royal (or such Affiliate) then has as Servicer;

        (c) any representation or warranty made or deemed made by the Seller,
 Royal or Originator (or any of their respective officers) under or in
 connection with the Agreement or any other Transaction Document, or any
 information or report delivered by the Seller, Royal or Originator or the
 Servicer pursuant to the Agreement or any other Transaction Document, shall
 prove to have been incorrect or untrue in any material respect when made or
 deemed made or delivered, and shall remain incorrect or untrue for 10 days
 after notice to the Seller or the Servicer of such inaccuracy;

        (d) the Seller or the Servicer shall fail to deliver the Information
 Package pursuant to the Agreement, and such failure shall remain unremedied for
 two Business Days;

        (e) the Agreement or any purchase or reinvestment pursuant to the
 Agreement shall for any reason: (i) cease to create, or the Purchased Interest
 shall for any reason cease to be, a valid and enforceable perfected undivided
 percentage ownership or security interest to the extent of the Purchased
 Interest in each Pool Receivable, the Related Security and Collections with
 respect thereto, free and clear of any Adverse Claim, or (ii) cease to create
 with respect to the Pool Assets, or the interest of the Issuer with respect to
 such Pool Assets shall cease to be, a valid and enforceable first priority
 perfected security interest, free and clear of any Adverse Claim;

        (f) the Seller, Royal or Originator shall generally not pay its debts as
 such debts become due, or shall admit in writing its inability to pay its debts
 generally, or shall make a general assignment for the benefit of creditors; or
 any proceeding shall be instituted by or against the Seller, Royal or
 Originator seeking to adjudicate it a bankrupt or insolvent, or seeking
 liquidation, winding up, reorganization, arrangement, adjustment, protection,
 relief or composition of it or its debts under any law relating to bankruptcy,
 insolvency or reorganization or relief of debtors, or seeking the entry of an
 order for relief or the appointment of a receiver, trustee, custodian or other
 similar official for it or for any substantial part of its property and, in the
 case of any such proceeding instituted against it (but not instituted by it),
 either such proceeding shall remain undismissed or unstayed for a period


                                       V-1
<PAGE>   66
of 60 days, or any of the actions sought in such proceeding (including the entry
of an order for relief against, or the appointment of a receiver, trustee,
custodian or other similar official for, it or for any substantial part of its
property) shall occur; or the Seller, Royal or Originator shall take any
corporate action to authorize any of the actions set forth above in this
paragraph;

        (g)(i) the (A) Default Ratio shall exceed 4.00% or (B) the Delinquency
 Ratio shall exceed 3.00%, (ii) the average for three consecutive calendar
 months of: (A) the Default Ratio shall exceed 2.50%, (B) the Delinquency Ratio
 shall exceed 2.00% or (C) the Dilution Ratio shall exceed 20.00% or (iii) Days'
 Sales Outstanding shall exceed 55 days.

        (h) a Change in Control shall occur;

        (i) at any time (i) the sum of (A) the Capital plus (B) the Total
 Reserves, exceeds (ii) the sum of (A) the Net Receivables Pool Balance at such
 time plus (B) the Issuer's Share of the amount of Collections then on deposit
 in the Lock-Box Accounts (other than amounts set aside therein representing
 Discount and fees), and such circumstance shall not have been cured within two
 Business Days;

        (j) (i) Royal or any of its Subsidiaries shall fail to pay any principal
 of or premium or interest on any of its Debt that is outstanding in a principal
 amount of at least $250,000 in the aggregate when the same becomes due and
 payable (whether by scheduled maturity, required prepayment, acceleration,
 demand or otherwise), and such failure shall continue after the applicable
 grace period, if any, specified in the agreement, mortgage, indenture or
 instrument relating to such Debt (and shall have not been waived); or (ii) any
 other event shall occur or condition shall exist under any agreement, mortgage,
 indenture or instrument relating to any such Debt and shall continue after the
 applicable grace period, if any, specified in such agreement, mortgage,
 indenture or instrument (and shall have not been waived), if, in either case:
 (a) the effect of such non-payment, event or condition is to give the
 applicable debtholders the right (whether acted upon or not) to accelerate the
 maturity of such Debt, or (b) any such Debt shall be declared to be due and
 payable, or required to be prepaid (other than by a regularly scheduled
 required prepayment), redeemed, purchased or defeased, or an offer to repay,
 redeem, purchase or defease such Debt shall be required to be made, in each
 case before the stated maturity thereof;

        (k) either: (i) a contribution failure shall occur with respect to any
 Benefit Plan sufficient to give rise to a lien under Section 302(f) of ERISA,
 (ii) the Internal Revenue Service shall file a notice of lien asserting a claim
 or claims pursuant to the Internal Revenue Code with regard to any of the
 assets of Seller, Originator, Royal or any ERISA Affiliate and such lien shall
 have been filed and not released within 10 days, or (iii) the Pension Benefit
 Guaranty Corporation shall, or shall indicate its intention in writing to the
 Seller, Originator, Royal or any ERISA Affiliate to, either file a notice of
 lien asserting a claim pursuant to ERISA with regard to any assets of the
 Seller, Originator, Royal or any ERISA Affiliate or terminate any Benefit Plan
 that has unfunded benefit liabilities, or any steps shall have been taken to
 terminate any Benefit Plan subject to Title IV of ERISA so as to result in any
 liability in excess of $250,000 and such lien shall have been filed and not
 released within 10 days;


                                      V-2
<PAGE>   67
        (l) Royal shall fail to perform and comply with each of the financial
covenants set forth in Section 9 of the Credit Agreement as in effect on the
date hereof, (but without giving effect to any other amendment, modification or
waiver to such financial covenants from time to time under the Credit
Agreement), each of which covenants and agreements, together with all related
definitions, exhibits and ancillary provisions, are hereby incorporated in this
Agreement by reference as though specifically set forth in this paragraph (l)
and shall survive the termination and/or expiration of the Credit Agreement;

        (m) the occurrence of an event of default set forth in Section 10 of the
Credit Agreement as in effect on the date hereof, (regardless of whether such
event of default may be amended, modified or waived from time to time in
accordance with the Credit Agreement), each of which events of default and
agreements, together with all related definitions, exhibits and ancillary
provisions, are hereby incorporated in this Agreement by reference as though
specifically set forth in this paragraph (m) and shall survive the termination
and/or expiration of the Credit Agreement; or

        (o) Royal or any of its subsidiaries shall repurchase stock of Royal (i)
from January 1, 2001 through and including June 30, 2001 having an aggregate
value greater than $2,000,000 or (ii) during the fiscal year 2001 having an
aggregate value greater than $5,000,000.


                                      V-3
<PAGE>   68
                                   SCHEDULE I
                          CREDIT AND COLLECTION POLICY


                                  Schedule I-1
<PAGE>   69
                                   SCHEDULE II
                      LOCK-BOX BANKS AND LOCK-BOX ACCOUNTS




<TABLE>
<CAPTION>
         Lock-Box Bank                         Account Name              Account Number
------------------------------      ---------------------------------    ---------------
<S>                                 <C>                                  <C>
PNC Bank, National Association      Royal Appliance Receivables, Inc.    642996
                                    P.O. Box 642996
                                    Pittsburgh, PA 15264-2996
</TABLE>


                                  Schedule II-1
<PAGE>   70
                                  SCHEDULE III
                                  TRADE NAMES


<TABLE>
<CAPTION>
 Corporate Name                                    Trade Names / Fictitious Names
 --------------                                    ------------------------------
<S>                                                <C>
Royal Appliance Receivables, Inc.                  None.
</TABLE>


                                 Schedule III-1
<PAGE>   71
                                                                         ANNEX A

                                               TO RECEIVABLES PURCHASE AGREEMENT


                          FORM OF INFORMATION PACKAGE


                                   Annex A-1
<PAGE>   72
                                                                         ANNEX B

                                               TO RECEIVABLES PURCHASE AGREEMENT


                            FORM OF PURCHASE NOTICE


                                   Annex B-1
<PAGE>   73
                             FORM OF PURCHASE NOTICE

                                ________, [200_]




PNC Bank, National Association
One PNC Plaza, 3rd Floor
249 Fifth Avenue
Pittsburgh, PA 15222-2707

Ladies and Gentlemen:

        Reference is hereby made to the Receivables Purchase Agreement, dated as
of January 23, 2001 (as heretofore amended or supplemented, the "Receivables
Purchase Agreement"), among Royal Appliance Receivables, Inc., ("Seller"), Royal
Appliance Mfg. Co. as Servicer, Market Street Funding Corporation ("Issuer") and
PNC Bank National Association, (the "Administrator"). Capitalized terms used in
this Purchase Notice and not otherwise defined herein shall have the meanings
assigned thereto in the Receivables Purchase Agreement.

        This letter constitutes a Purchase Notice pursuant to Section 1.2(a) of
the Receivables Purchase Agreement. Seller desires to sell an undivided variable
interest in a pool of receivables on___________, [2001], for a purchase price of
$____________. Subsequent to this Purchase, the aggregate outstanding Capital
will be $___________.

        Seller hereby represents and warrants as of the date hereof, and as of
 the date of Purchase, as follows:

        (i) the representations and warranties contained in Exhibit III of the
 Receivables Purchase Agreement are correct on and as of such dates as though
 made on and as of such dates and shall be deemed to have been made on such
 dates;

        (ii) no Termination Event or Unmatured Termination Event has occurred
and is continuing, or would result from such purchase;

        (iii) after giving effect to the purchase proposed hereby, the aggregate
 outstanding Capital of the Purchased Interest will not exceed 100% and the
 Capital will not exceed the Purchase Limit; and

        (iv)  the Facility Termination Date shall not have occurred.
<PAGE>   74
        IN WITNESS WHEREOF, the undersigned has caused this Purchase Notice to
be executed by its duly authorized officer as of the date first above written.




                                            ROYAL APPLIANCE RECEIVABLES, INC.


                                            By:_______________________________
                                            Name Printed:_____________________
                                            Title:____________________________



                                       S-1
<PAGE>   75
                                                                         ANNEX C

                                               TO RECEIVABLES PURCHASE AGREEMENT


                             FORM OF PAYDOWN NOTICE


                                   Annex C-1
<PAGE>   76
                             FORM OF PAYDOWN NOTICE


                              _______________,_____





PNC Bank, National Association
249 Fifth Avenue
Pittsburgh, Pennsylvania 15222-2707
Attention: John T. Smathers


Ladies and Gentlemen:

        Reference is hereby made to the Receivables Purchase Agreement, dated as
of January 23, 2001 (as amended, supplemented or otherwise modified, the
"Receivables Purchase Agreement"), among Royal Appliance Receivables, Inc., as
Seller, Royal Appliance Mfg. Co. as Servicer, Market Street Funding Corporation,
as Issuer and PNC Bank, National Association, as Administrator. Capitalized
terms used in this paydown notice and not otherwise defined herein shall have
the meanings assigned thereto in the Receivables Purchase Agreement.

        This letter constitutes a paydown notice pursuant to Section 1.4(f)(i)
of the Receivables Purchase Agreement. The Seller desires to reduce the Capital
on____________,_____(1) by the application of $___________ in cash to pay
Capital and Discount to accrue (until such cash can be used to pay commercial
paper notes) with respect to such Capital, together with all costs related to
such reduction of Capital.


____________________

(1) Notice must be given at least ten Business Days' prior to the requested
paydown date, in the case of reductions in excess of $10,000,000, or at least
two Business Days' prior to the requested paydown date, in the case of
reductions of $10,000,000 or less.
<PAGE>   77
        IN WITNESS WHEREOF, the undersigned has caused this paydown notice to be
executed by its duly authorized officer as of the date first above written.

                                            ROYAL APPLIANCE RECEIVABLES, INC.

                                            By:_______________________________
                                            Name:
                                            Title:


                                      S-1