<PAGE>   1
                                                                   Exhibit 10.13

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                                   $65,000,000

                     AMENDED AND RESTATED LOAN PURCHASE AND
                               SERVICING AGREEMENT

                         Dated as of September 24, 1999

                                      Among

                               FNBNE FUNDING CORP.

                                  as the Seller

                            FIRST INTERNATIONAL BANK

                                 as the Servicer

                                  the INVESTORS

                                  named herein

                      VARIABLE FUNDING CAPITAL CORPORATION

                                 as a Purchaser

                        FIRST UNION CAPITAL MARKETS CORP.

                                as the Deal Agent

                            FIRST UNION NATIONAL BANK

                             as the Liquidity Agent

                                       and

                                  HSBC BANK USA

                 as the Collateral Custodian and Backup Servicer


================================================================================
<PAGE>   2
                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                             Page
<S>                                                                                                          <C>
ARTICLE I  DEFINITIONS....................................................................................     1
         Section 1.1    Certain Defined Terms.............................................................     1
         Section 1.2    Other Terms.......................................................................    27
         Section 1.3    Computation of Time Period........................................................    27

ARTICLE II  THE PURCHASE FACILITY.........................................................................    27
         Section 2.1    Purchases of Asset Interests......................................................    27
         Section 2.2    The Initial Purchase and Incremental Purchases....................................    28
         Section 2.3    Reduction of the Purchase Limit...................................................    28
         Section 2.4    Determination of Yield............................................................    28
         Section 2.5    Percentage Evidenced by Asset Interest............................................    28
         Section 2.6    Dividing or Combining Asset Interests.............................................    29
         Section 2.7    Settlement Procedures.............................................................    29
         Section 2.8    [Reserved]........................................................................    31
         Section 2.9    Substitution of Loans.............................................................    31
         Section 2.10   Collections and Allocations.......................................................    32
         Section 2.11   Payments, Computation, Etc........................................................    33
         Section 2.12   Optional Repurchase...............................................................    33
         Section 2.13   Fees..............................................................................    34
         Section 2.14   Increased Costs; Capital Adequacy; Illegality.....................................    34
         Section 2.15   Taxes.............................................................................    35
         Section 2.16   Assignment of the Purchase Agreement..............................................    37

ARTICLE III  CLOSING; CONDITIONS OF CLOSING AND PURCHASES.................................................    38
         Section 3.1    Conditions to Closing and Initial Purchase........................................    38
         Section 3.2    Conditions Precedent to All Purchases and Remittances of Collections..............    38

ARTICLE IV  REPRESENTATIONS AND WARRANTIES................................................................    39
         Section 4.1    Representations and Warranties of the Seller......................................    39
         Section 4.2    Representations and Warranties of Seller Relating to the Agreement and the Loans..    43
         Section 4.3    Representations and Warranties of the Seller Relating to the Purchase Limit and
                        Capital Limit.....................................................................    45

ARTICLE V  GENERAL COVENANTS OF THE SELLER................................................................    45
         Section 5.1    General Covenants.................................................................    45
         Section 5.2    Covenants of Seller...............................................................    45
         Section 5.3    Release of Lien...................................................................    50
         Section 5.4    Hedge Agreement...................................................................    50
         Section 5.5    Retransfer of Ineligible Loans....................................................    51
         Section 5.6    Retransfer of Assets..............................................................    52
         Section 5.7    Year 2000 Compatibility...........................................................    53
</TABLE>


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<PAGE>   3
<TABLE>
<S>                                                                                                          <C>
ARTICLE VI  ADMINISTRATION AND SERVICING OF LOANS.........................................................    53
         Section 6.1    Appointment and Acceptance; Duties................................................    53
         Section 6.2    Duties and Responsibilities of the Servicer and the Collateral Custodian..........    53
         Section 6.3    Authorization of the Servicer.....................................................    57
         Section 6.4    Collection of Payments............................................................    58
         Section 6.5    Servicer Advances.................................................................    59
         Section 6.6    Realization Upon Defaulted Loans..................................................    60
         Section 6.7    Representations and Warranties of Backup Servicer and Collateral Custodian........    60
         Section 6.8    Maintenance of Insurance Policies.................................................    62
         Section 6.9    Representations and Warranties of Servicer........................................    62
         Section 6.10   Covenants of Servicer.............................................................    64
         Section 6.11   Covenants of Backup Servicer and Collateral Custodian.............................    65
         Section 6.12   Servicing Compensation............................................................    65
         Section 6.13   Custodial Compensation............................................................    66
         Section 6.14   Payment of Certain Expenses by Servicer...........................................    66
         Section 6.15   Reports...........................................................................    66
         Section 6.16   Annual Statement as to Compliance.................................................    67
         Section 6.17   Annual Independent Public Accountant's Servicing Reports..........................    67
         Section 6.18   Adjustments.......................................................................    67
         Section 6.19   Merger or Consolidation of the Servicer...........................................    68
         Section 6.20   Limitation on Liability of the Servicer and Others................................    68
         Section 6.21   Indemnification of the Seller, the Deal Agent, the Liquidity Agent and the Secured
                        Parties...........................................................................    69
         Section 6.22   The Servicer and Backup Servicer Not to Resign....................................    70
         Section 6.23   Access to Certain Documentation and Information Regarding the Loans...............    70
         Section 6.24   Backup Servicer...................................................................    70
         Section 6.25   Identification of Records.........................................................    73
         Section 6.26   Servicer Termination Events.......................................................    73
         Section 6.27   Appointment of Successor Servicer.................................................    74
         Section 6.28   Notification......................................................................    75
         Section 6.29   Protection of Right, Title and Interest in Assets.................................    75
         Section 6.30   Release of Loan Files.............................................................    75

ARTICLE VII  EARLY AMORTIZATION EVENTS....................................................................    76
         Section 7.1    Early Amortization Events.........................................................    76

ARTICLE VIII  INDEMNIFICATION 78
         Section 8.1    Indemnities by the Seller.........................................................    78

ARTICLE IX  THE DEAL AGENT AND THE LIQUIDITY AGENT........................................................    80
         Section 9.1    Authorization and Action..........................................................    80
         Section 9.2    Delegation of Duties..............................................................    81
         Section 9.3    Exculpatory Provisions............................................................    81
</TABLE>


                                       ii
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<TABLE>
<S>                                                                                                          <C>
         Section 9.4    Reliance..........................................................................    82
         Section 9.5    Non-Reliance on Deal Agent, Liquidity Agent and Others............................    83
         Section 9.6    Reimbursement and Indemnification.................................................    83
         Section 9.7    Deal Agent and Liquidity Agent in their Individual Capacities.....................    83
         Section 9.8    Successor Deal Agent or Liquidity Agent...........................................    84

ARTICLE X  ASSIGNMENTS; PARTICIPATIONS....................................................................    84
         Section 10.1   Assignments and Participations....................................................    84

ARTICLE XI  MISCELLANEOUS     88
         Section 11.1   Amendments and Waivers............................................................    88
         Section 11.2   Notices, Etc......................................................................    88
         Section 11.3   [Reserved.].......................................................................    88
         Section 11.4   No Waiver, Rights and Remedies....................................................    88
         Section 11.5   Binding Effect....................................................................    89
         Section 11.6   Term of this Agreement............................................................    89
         Section 11.7   GOVERNING LAW; CONSENT TO JURISDICTION;    WAIVER OF OBJECTION TO VENUE...........    89
         Section 11.8   WAIVER OF JURY TRIAL..............................................................    89
         Section 11.9   Costs, Expenses and Taxes.........................................................    90
         Section 11.10  No Proceedings....................................................................    90
         Section 11.11  Recourse Against Certain Parties..................................................    91
         Section 11.12  Protection of Ownership Interest; Appointment of Deal Agent as Attorney-in-Fact...    92
         Section 11.13  Confidentiality...................................................................    92
         Section 11.14  Execution in Counterparts; Severability; Integration..............................    93
</TABLE>


                                      iii
<PAGE>   5
                                    EXHIBITS


<TABLE>
<S>          <C>
EXHIBIT A    Form of Notice of Sale
EXHIBIT B    Form of Lock-Box Notice
EXHIBIT C    "Limited Purpose" Provisions
EXHIBIT D    Form of Assignment and Acceptance
EXHIBIT E    Form of Monthly Report
EXHIBIT F    Form of Servicer's Certificate
EXHIBIT G    Credit and Collection Policies
EXHIBIT H    Form of Purchase Certificate
EXHIBIT I    Form of Hedging Agreement (including Schedule and Confirmation)
EXHIBIT J    Form of Officer's Certificate as to Solvency
EXHIBIT K    Form of Officer's Closing Certificate
EXHIBIT L    Form of Power of Attorney
</TABLE>




                                    SCHEDULES


<TABLE>
<S>            <C>
SCHEDULE I     Conditions Precedent
SCHEDULE II    Concentration and Mix Requirements
SCHEDULE III   Tradenames, Fictitious Names and "Doing Business As" Names
SCHEDULE IV    List of Loans
SCHEDULE V     Locations of Loan Documents
SCHEDULE VI    Lock-Box Banks and Lock-Box Accounts
</TABLE>




                                       iv
<PAGE>   6
         THIS LOAN PURCHASE AND SERVICING AGREEMENT (the "Agreement") is made as
of September 24, 1999, among:

         (1) FNBNE FUNDING CORP., a Delaware corporation, as borrower (the
"Seller"):

         (2) FIRST INTERNATIONAL BANK (f/k/a First National Bank of New
England), a Connecticut bank and trust company ("FIB"), as servicer (the
"Servicer");

         (3) the financial institutions listed on the signature pages of this
Agreement under the heading "Investors" and their respective successors and
assigns (the "Investors");

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

         (5) FIRST UNION CAPITAL MARKETS CORP. ("FCMC"), as deal agent (the
"Deal Agent");

         (6) FIRST UNION NATIONAL BANK ("First Union"), as liquidity agent (the
"Liquidity Agent"); and

         (7) HSBC BANK USA (f/k/a Marine Midland Bank) ("HSBC"), as collateral
custodian (the "Collateral Custodian") and as backup servicer (the "Backup
Servicer").

         WHEREAS, the Seller, First National Bank of New England, the Investors,
VFCC, FCMC, First Union and Marine Midland Bank entered into a Loan Purchase and
Servicing Agreement, dated as of December 23, 1998 (the "Original Agreement"),
which Original Agreement the parties hereto desire to amend and restate to make
certain modifications as set forth herein.

         IT IS AGREED as follows:


                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1 CERTAIN DEFINED TERMS.

         (a) Certain capitalized terms used throughout this Agreement are
defined above or in this Section 1.1.

         (b) As used in this Agreement and its exhibits, 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).



                                       1
<PAGE>   7
         Addition Date: With respect to any Additional Loans, the date on which
such Additional Loans become Pool Assets.

         Additional Loans: All Loans that become Pool Assets after the Closing
Date (or, if no Purchase is made on the Closing Date, then on the date of the
initial Purchase hereunder).

         Adjusted Eurodollar Rate: On any day, an interest rate per annum equal
to the quotient expressed as a percentage and rounded upwards (if necessary), to
the nearest 1/100 of 1%, obtained by dividing (i) the LIBOR Rate, as applicable,
on such day by (ii) the decimal equivalent of 100% minus the Eurodollar Reserve
Percentage on such day.

         Administration Agreement: That certain Amended and Restated
Administration Agreement executed between VFCC and FCMC as the same may be
amended, supplemented, or otherwise modified from time to time.

         Adverse Claim: A lien, security interest, pledge, charge, encumbrance
or other right or claim of any Person.

         Affected Party: As defined in Section 2.14(a).

         Affiliate: With respect to a Person means any other Person controlling,
controlled by or under common control with such Person. For purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person, directly or
indirectly, whether through the ownership of voting securities, by contract or
otherwise; and the terms "controlling" or "controlled" have meanings correlative
to the foregoing.

         Aggregate Outstanding Loan Balance: As of any date of determination,
the sum of the Outstanding Loan Balances of all Eligible Loans included as part
of the Asset Pool on such date.

         Aggregate Unpaids: At any time, an amount, equal to the sum of all
Yield (accrued and to accrue), Capital and all other amounts owed hereunder,
under any Hedging Agreement (including, without limitation, payments in respect
of the termination of any such Hedging Agreement) or under any fee letter
delivered by the Originator to the Deal Agent and the Purchasers and outstanding
at such time (whether due or accrued).

         Agent's Account: A special account (account number 0l 41 96 47) in the
name of the Deal Agent or, so long as VFCC is the sole Purchaser hereunder, in
the name of VFCC, at Bankers Trust Company.

         Agreement: This Amended and Restated Loan Purchase and Servicing
Agreement, dated as of September 24, 1999, as amended, modified, supplemented or
restated from time to time.



                                       2
<PAGE>   8
         AIG: National Union Fire Insurance Company of Pittsburgh, PA, which is
a member company of American International Group, Inc.

         AIG 2 Loans: Loans to an Obligor that are Inventory Buyer Program Loans
or Equipment Buyer Program Loans, a portion of the Outstanding Balance of which
is insured by the AIG Policy 2.

         AIG Loan: A Loan to an Obligor that is a short term import loan, with a
term of 360 days or less and with interest and principal payable at maturity, a
portion of the Outstanding Loan Balance of which is insured by the AIG Policy.

         AIG Policy: That policy no. 649-8512, dated July 28, 1998, of AIG in
favor of FIB, which insures the AIG Loans, as such policy or successor policy
may be replaced or renewed from time to time, so long as the Deal Agent, as
agent for the Secured Parties, is (i) named as a loss payee, or as an additional
insured, on such policy and on such renewal or replacement policy or (ii)
otherwise satisfied that the AIG Policy inures to its benefit.

         AIG Policy 2: That policy no. 649-8471, dated April 17, 1998, of AIG in
favor of FIB, which insures the AIG 2 Loans, as such policy or successor policy
may be replaced or renewed from time to time, so long as the Deal Agent, as
agent for the Secured Parties is (i) named as loss payee, or as an additional
insured, on such policy and on such renewal or replacement policy or (ii)
otherwise satisfied that the AIG Policy 2 inures to its benefit.

         Amortization Period: The period beginning on the Termination Date and
ending on the Collection Date.

         Asset: All right, title and interest of the transferring party to and
under any and all of the following:

                  (i) the Transferred Loans, and all monies due or to become due
         in payment of such Loans on and after the related Transfer Date;

                  (ii) any Related Property securing the Transferred Loans
         including all proceeds from any sale or other disposition of such
         Related Property;

                  (iii) the Loan Documents;

                  (iv) the Lock-Box Account, all funds held in such account, and
         all certificates and instruments, if any, from time to time
         representing or evidencing the Lock-Box Account or such funds;

                  (v) the Cash Collateral Account, all funds held in such
         account, and all certificates and instruments, if any, from time to
         time representing or evidencing the Cash Collateral Account or such
         funds;



                                       3
<PAGE>   9
                  (vi) the Collection Account, all funds held in such account,
         and all certificates and instruments, if any, from time to time
         representing or evidencing the Collection Account or such funds;

                  (vii) all Collections and all other payments made or to be
         made in the future with respect to such Loans or by the Obligor
         thereunder and under any guarantee or similar form of credit
         enhancement with respect to such Loans, including but not limited to
         Export-Import Bank guarantees, the Ex-Im Policy, the AIG Policy and the
         AIG Policy 2;"

                  (viii) all payments received pursuant to any Hedging Agreement
         or Hedge Transaction; and

                  (ix) all income and Proceeds of the foregoing.

         Asset Interest: At any time, an undivided variable percentage ownership
interest in all Assets. Each Asset Interest shall be calculated in accordance
with Section 2.5. The undivided percentage interest of an Asset Interest shall
equal

                           C+R
                           ----
                           AOLB

         where:

            C = equals the Capital in respect of such Asset Interest.

            R = equals the aggregate Reserves in respect of such Asset Interest.

         AOLB = equals the Aggregate Outstanding Loan Balance.

         Asset Pool: At any time, all then outstanding Assets.

         Assignment and Acceptance: An assignment and acceptance entered into by
an Investor and an Eligible Assignee, and accepted by the Deal Agent, in
substantially the form of Exhibit D hereto.

         Available Collections: As defined in Section 2.7 hereof.

         Average Default Ratio: For any Determination Date, the arithmetic
average of the Default Ratios, expressed as percentages, for the three (3)
Collection Periods ended on such date, except that (i) in the case of the first
Determination Date following the Closing Date, the "Average Default Ratio" shall
be the Default Ratio for the Collection Period ended on such date, and (ii) in
the case of the second Determination Date following the Closing Date, the
"Average


                                       4
<PAGE>   10
Default Ratio" shall be the arithmetic average of the Default Ratios for the
two (2) Collection Periods ended on such date.

         Average Net Loss Ratio: For any Determination Date, the arithmetic
average of the Net Loss Ratios, expressed as percentages, for the three (3)
Collection Periods ended on such date, except that (i) in the case of the first
Determination Date following the Closing Date, the "Average Net Loss Ratio"
shall be the Net Loss Ratio for the Collection Period ended on such date, and
(ii) in the case of the second Determination Date following the Closing Date,
the "Average Net Loss Ratio" shall be the arithmetic average of the Net Loss
Ratios for the two (2) Collection Periods ended on such date.

         Backup Servicer: HSBC Bank USA, and its permitted successors and
assigns.

         Backup Servicer Fee: As set forth in the Backup Servicer and Collateral
Custodian Fee Letter.

         Backup Servicer and Collateral Custodian Fee Letter: The letter, dated
as of the Closing Date, among FNBNE, the Seller, the Backup Servicer, the
Collateral Custodian, the Deal Agent and First Union, setting forth among other
things the Backup Servicer Fee and the Collateral Custodian Fee.

         Bankruptcy Code: The Federal Bankruptcy Code, as amended from time to
time (Title II of the United States Code).

         Base Rate: On any date, a fluctuating rate of interest per annum equal
to the higher of (a) the Prime Rate or (b) the Federal Funds Rate plus one-half
of one percent (0.5%).

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

         Breakage Costs: Any amount or amounts as shall compensate a Purchaser
for any loss, cost or expense incurred by such Purchaser (as determined in such
Purchaser's sole discretion) as a result of a prepayment by the Seller of
Capital or Yield pursuant to the terms hereof.

         Business Day: Any day of the year other than a Saturday or a Sunday on
which (a) banks are not required or authorized to be closed in New York City,
Charlotte, North Carolina, and Hartford, Connecticut, and (b) if the term
"Business Day" is used in connection with the Adjusted Eurodollar Rate, means
the foregoing only if such day is also a day of year on which dealings in United
States dollar deposits are carried on in the London interbank market.

         Capital: The sum of the amounts paid to the Seller for the initial
Purchase and in connection with each Incremental Purchase pursuant to Section
2.2, reduced from time to time by Collections and other payments received and
distributed to Purchasers on account of such Capital


                                       5
<PAGE>   11
pursuant to Section 2.7; provided, however, that such Capital shall not be
reduced by any distribution of any portion of Principal Collections if at any
time such distribution is rescinded or must be returned for any reason.

         Capital Limit: At any time the sum of (i) the Aggregate Outstanding
Loan Balance for all Eligible Loans that are Commercial Loans multiplied by the
Purchase Rate with respect to Commercial Loans, (ii) the Aggregate Outstanding
Loan Balance for all Eligible Loans that are AIG Loans multiplied by the
Purchase Rate with respect to the AIG Loans, (iii) the Aggregate Outstanding
Loan Balance for all Eligible Loans that are AIG 2 Loans multiplied by the
Purchase Rate with respect to the AIG 2 Loans and (iv) the Aggregate Outstanding
Loan Balance for all Eligible Loans that are Ex-Im Loans or Ex-Im 2 Loans
multiplied by the Purchase Rate with respect to the Ex-Im Loans or Ex-Im 2
Loans.

         Cash Collateral Account: As defined in Section 6.4(g).

         Casual Loss: With respect to any item of Related Property, the loss,
theft, damage beyond repair or governmental condemnation or seizure of such item
of Related Property.

         Change in Control: The date on which (i) any Person or "group" acquires
any "beneficial ownership" (as such terms are defined under Rule 13d-3 of, and
Regulation 13D under, the Securities Exchange Act of 1934, as amended), either
directly or indirectly, of membership interests or other equity interests or any
interest convertible into any such interest in the Originator having more than
fifty percent (50%) of the voting power for the election of directors of the
Originator, if any, under ordinary circumstances, or (ii) (except in connection
with any Securitization or in connection with the sale of Assets under the
Purchase Agreement) the Originator sells, transfers, conveys, assigns or
otherwise disposes of all or substantially all of the assets of the Originator;
provided, however, it shall not be a Change in Control for any one or more of
the following Persons, individually or collectively, to gain more than fifty
percent (50%) of such voting power: Arnold Chase, Cheryl Chase, Rhoda L. Chase,
David T. Chase, Brett N. Silvers, Nancy W. Silvers, and any family members,
Affiliates, and heirs of any of the foregoing (collectively, the "Permitted
Owners"), and any trusts, partnerships or other entities as to which the sole
beneficiaries are any of the Permitted Owners.

         Charged-Off Loan: Any Loan (i) for which an Insolvency Event has
occurred with respect to the related Obligor, (ii) for which the related Obligor
has suffered any other change which materially and adversely affects its
viability as a going concern, or (iii) which is or otherwise should be written
off as uncollectible by the Servicer in accordance with the Credit and
Collection Policies.

         Closing Date: December 23, 1998.

         Code: The Internal Revenue Code of 1986, as amended.

         Collateral Custodian: HSBC Bank USA, and its permitted successors and
assigns.


                                       6
<PAGE>   12
         Collateral Custodian Fee: As set forth in the Backup Servicer and
Collateral Custodian Fee Letter.

         Collection Account: As defined in Section 2.10.

         Collection Date: The date following the Termination Date on which the
aggregate outstanding Capital has been reduced to zero, the Purchasers have
received all Yield and other amounts due to the Purchasers in connection with
this Agreement each Hedge Transaction has been terminated and each Hedge
Counterparty has received all amounts owing to it under its respective Hedging
Agreement and the Deal Agent has received all amounts due to it in connection
with this Agreement.

         Collection Period: Each calendar month, except in the case of the first
Collection Period, the period beginning on the Closing Date to and including the
last day of the calendar month in which the Closing Date occurs.

         Collections: With respect to any Transferred Loan, all cash collections
or other cash proceeds of such Loan received by the Servicer, Originator or
Seller from or on behalf of any Obligor in payment of any amounts owed in
respect of such Loan, including, without limitation, any Interest Collections,
any Principal Collections, Deemed Collections, Insurance Proceeds, interest
earnings in the Collection Account, all recoveries on Charged-Off Loans, and all
payments received pursuant to any Hedging Agreement or Hedge Transaction.

         Commercial Line of Credit: A revolving line of credit Loan to an
Obligor that is not an Ex-Im Loan, an Ex-Im 2 Loan, an AIG Loan or an AIG 2
Loan.

         Commercial Loans: All of the Commercial Lines of Credit and the
Commercial Term Loans.

         Commercial Term Loan: A term loan to an Obligor that is not an Ex-Im
Loan, an Ex-Im 2 Loan, an AIG Loan, or an AIG 2 Loan.

         Commercial Paper Notes: On any day, any short-term promissory notes
issued by VFCC with respect to financing its purchase of any Asset Interest
hereunder.

         Commitment: For each Investor, the commitment of such Investor to
purchase Asset Interests from the Seller in an amount not to exceed the amount
set forth opposite such Investor's name on the signature pages of this
Agreement, as such amount may be modified in accordance with the terms hereof.

         Commitment Fee: As defined in Section 2.13(a) hereof.



                                       7
<PAGE>   13
         Commitment Termination Date: December 23, 2001 or such later date to
which the Commitment Termination Date may be extended (if extended) in the sole
discretion of VFCC and each Investor in accordance with the terms of Section
2.1(b).

         Conversion: As defined in Section 2.1(c).

         Cost of Funds Adjustment: The difference by which the CP Rate exceeds
the Adjusted Eurodollar Rate.

         CP Rate: For any Fixed Period, the per annum rate equivalent to the
weighted average of the per annum rates paid or payable by VFCC from time to
time as interest on or otherwise (by means of interest rate hedges or otherwise)
in respect of the promissory notes issued by VFCC that are allocated, in whole
or in part, by the Deal Agent (on behalf of VFCC) to fund or maintain the Asset
Interest during such period, as determined by the Deal Agent (on behalf of VFCC)
and reported to the Seller and the Servicer, which rates shall reflect and give
effect to (i) the commissions of placement agents and dealers in respect of such
promissory notes, to the extent such commissions are allocated, in whole or in
part, to such promissory notes by the Deal Agent (on behalf of VFCC), (ii) any
incremental carrying costs associated with the issuance of such promissory notes
maturing on dates other than those dates on which funds are received by VFCC,
and (iii) other borrowings by VFCC, including, without limitation, borrowings to
fund small or odd dollar amounts that are not easily accommodated in the
commercial paper market; provided, however, that if any component of such rate
is a discount rate, in calculating the "CP Rate," the Deal Agent shall for such
component use the rate resulting from converting such discount rate to an
interest bearing equivalent rate per annum.

         Credit and Collection Policies: Those credit, collection, customer
relation and service policies of the Originator and the Servicer as of the date
hereof relating to the Loans and related Loan Documents, set forth in Exhibit G,
as the same may be amended or modified from time to time in accordance with
Section 6.10(e).

         Deal Agent: FCMC, as Deal Agent hereunder, together with its successors
and assigns.

         Deemed Collections: On any day, an amount equal to the unpaid balance
(including any principal and accrued interest thereon) of any Loan included in
the Asset Pool if on such day (a) the Deal Agent, as agent for the Secured
Parties, does not have a valid perfected security interest in such Loan and any
Related Property, or (b) a Warranty Event has occurred with respect to such
Loan.

         Default Ratio: For any Collection Period, the percentage equivalent of
a fraction, the numerator which is the Outstanding Loan Balance of Defaulted
Loans at the end of such Collection Period, and the denominator of which is the
Aggregate Outstanding Loan Balance at the end of such Collection Period.



                                       8
<PAGE>   14
         Defaulted Loan: As of any day of determination, a Loan (i) as to which
the Obligor thereof has failed to make any payment, or part thereof, required to
be made thereunder for 60 days following the due date thereof, or (ii) that is a
Charged-Off Loan.

         Delinquent: On any day with respect to any Loan and any specified time
period any payment, or portion thereof, due with respect thereto, has not been
made by the Obligor of such loan for the specified time period from the due date
of such payment.

         Derivatives: Any exchange-traded or over-the-counter (i) forward,
future, option, swap, cap, collar, floor, foreign exchange contract, any
combination thereof, whether for physical delivery or cash settlement, relating
to any interest rate, interest rate index, currency, currency exchange rate,
currency exchange rate index, debt instrument, debt price, debt index,
depository instrument, depository price, depository index, equity instrument,
equity price, equity index, commodity, commodity price or commodity index, (ii)
any similar transaction, contract, instrument, undertaking or security, or (iii)
any transaction, contract, instrument, undertaking or security containing any of
the foregoing.

         Determination Date: With respect to any Payment Date, the last day of
the immediately preceding Collection Period.

         Early Amortization Event: As defined in Section 7.1.

         Eligible Assignee: A Person whose short-term rating is at least A-1
from S&P and P-1 from Moody's, or whose obligations under this Agreement are
guaranteed by a Person whose short-term rating is at least A-1 from S&P and P-1
from Moody's and is satisfactory to VFCC and the Deal Agent.

         Eligible Loan: On any date of determination, each Loan (a) that is a
Transferred Loan and identified on the list of Loans delivered by the Seller to
the Collateral Custodian as part of a Notice of Sale, (b) that is a Commercial
Loan, an AIG Loan, an AIG 2 Loan, an Ex-Im Loan or an Ex-Im 2 Loan and (c) that
satisfies each of the following requirements (unless otherwise agreed to in
writing by the Deal Agent in its sole discretion):

                  (i) the Loan is evidenced by a promissory note which has been
         duly authorized and which, together with the related Loan Documents, is
         in full force and effect and constitutes the legal, valid and binding
         obligation of the Obligor of such Loan to pay the stated amount of the
         Loan and interest thereon, and the related Loan Documents are
         enforceable against such Obligor in accordance with their respective
         terms;

                  (ii) the Loan was originated and maintained in accordance with
         the terms of the Credit and Collection Policies and arose in the
         ordinary course of the Originator's business from the loaning of money
         to the Obligor thereof;



                                       9
<PAGE>   15
                  (iii) the Loan is not a Defaulted Loan or a Charged-Off Loan
         or a Loan any payment or portion thereof is more than 30 days
         Delinquent;

                  (iv) the Obligor of such Loan is an Eligible Obligor and has
         executed all appropriate documentation including documentation relating
         to its collateral required by the Originator;

                  (v) the promissory note which evidences the Loan is an
         "instrument" and is not a "general intangible," an "account," or
         "chattel paper" as such terms are defined and used in the UCC of all
         jurisdictions which govern the perfection of the security interest
         granted therein;

                  (vi) all material consents, licenses, approvals or
         authorizations of, or registrations or declarations with, any
         Governmental Authority required to be obtained, effected or given in
         connection with the making of such Loan have been duly obtained,
         effected or given and are in full force and effect and the Loan was
         otherwise originated in accordance with all federal and state
         governmental consumer and other applicable laws and regulations;

                  (vii) The Loan is denominated and payable only in United
         States dollars in the United States and the collateral securing such
         Loan is located only in the United States unless otherwise consented to
         in writing by the Deal Agent upon completion of any necessary credit
         approval, including receipt and review of due diligence conducted by
         FIB; provided, however, no written consent will be required from the
         Deal Agent with respect to AIG Loans, AIG 2 Loans, Ex-Im Loans or Ex-Im
         2 Loans in which the collateral securing such Loans is located in a
         foreign country approved under the AIG Policy, AIG Policy 2, Ex-Im
         Guarantee or Ex-Im Policy as long as the Deal Agent is given prior
         written notice of any such Loans that the Seller proposes to sell and
         assign Asset Interests in and provided the Deal Agent receives evidence
         satisfactory to it concerning the approval of the foreign country under
         the AIG Policy, AIG Policy 2, Ex-Im Guarantee or Ex-Im Policy prior to
         such Loan being included as part of the Asset Pool.

                  (viii) [Reserved]

                  (ix) the Loan, together with the Loan Documents related
         thereto, does not contravene in any material respect any laws, rules or
         regulations applicable thereto (including, without limitation, laws,
         rules and regulations relating to usury, truth in lending, fair credit
         billing, fair credit reporting, equal credit opportunity, fair debt
         collection practices and privacy) and with respect to which no party to
         the Loan Documents related thereto is in material violation of any such
         law, rule or regulation in any respect;

                  (x) the Loan, together with the related Loan Documents, is
         fully assignable;



                                       10
<PAGE>   16
                  (xi) the Loan was documented and closed in accordance with the
         Originator's policies and procedures, including the relevant opinions
         and assignments, and only one current original promissory note with
         respect to such Loan, which promissory note has been delivered to the
         Collateral Custodian, duly endorsed for transfer under this Agreement;

                  (xii) except for Permitted Liens, the Loan and all Related
         Property are free of any Liens; and all filings and other actions
         required to perfect the security interest of the Deal Agent as agent
         for the Secured Parties in the Assets related thereto have been made or
         taken;

                  (xiii) the Required Loan Documents relating to such Loan are
         in the possession of the Collateral Custodian;

                  (xiv) [Reserved]

                  (xv) no right of rescission, set off, counterclaim, defense or
         other material dispute has been asserted with respect to such Loan;

                  (xvi) the Loan was made under the existing Loan Documents,
         which Loan Documents have not been modified in any respect or such Loan
         extended as a result of any adverse credit reason (including, without
         limitation, rescheduling of installment payments);

                  (xvii) any Related Property with respect to such Loan is
         insured in accordance with the Credit and Collection Policies;

                  (xviii) the Loan Documents with respect to such Loan are
         complete in accordance with the Credit and Collection Policies;

                  (xix) the Obligor with respect to such Loan is an Eligible
         Obligor;

                  (xx) the Loan has an Eligible Risk Rating of 3.0 or better and
         was approved according to the Originator's Credit and Collection
         Policies; provided, however, an AIG Loan, an AIG 2 Loan or an Ex-Im 2
         Loan constituting either an Inventory Buyer Program Loan or Equipment
         Buyer Program Loan shall have an Eligible Risk Rating of 4.0 or better
         and shall have been approved according to the Originator's Credit and
         Collection Policies;

                  (xxi) if a Loan is a Commercial Line of Credit, (i) interest
         is due and payable monthly, (ii) the initial term of the Loan does not
         exceed 12 months, with all outstanding principal and interest due at
         the end of 12 months, and (iii) its respective Loan


                                       11
<PAGE>   17
         Documents provide that if it is not renewed it shall be amortized over
         a period not to exceed 36 additional months;

                  (xxii) [Reserved]

                  (xxiii) if a Loan is a Commercial Term Loan, (i) the first
         Scheduled Payment on such Loan is due within 45 days after its Purchase
         Date, (ii) its term does not exceed 25 years, and (iii) its Schedule of
         Payments has equal payments of principal and interest except for the
         final payment which may be less than the other payments; and

                  (xxiv) if a Loan is either an AIG Loan or an AIG 2 Loan (i)
         its term to maturity does not exceed 3 years and such term may not be
         extended unless approved by AIG, (ii) the Obligor thereunder qualifies
         as a covered "Buyer" under the AIG Policy or AIG Policy 2, as
         applicable, and is not on the "Excluded Buyer List" provided for under
         the AIG Policy or AIG Policy 2, as applicable, and a portion of such
         Loan is supported by AIG Insurance pursuant to the AIG Policy or AIG
         Policy 2, as applicable, (iii) it qualifies as an "Insured Transaction"
         under the AIG Policy or AIG Policy 2, as applicable, (iv) AIG's
         corporate unsecured debt rating is at least AA by S&P and Aa2 by
         Moody's and (v) either the pledge of the FIB Bond is in full force and
         effect or amounts sufficient to cover the deductible amount of the AIG
         Policy or AIG Policy 2 are on deposit in the Cash Collateral Account.

         Eligible Obligor: Any Obligor which satisfies each of the following
requirements at all times:

                  (i) the Obligor is not in the gaming, nuclear waste, bio-tech,
         oil and gas or real estate industries;

                  (ii) the Obligor is a legal operating entity, duly organized
         and validly existing under the laws of its jurisdiction of
         organization;

                  (iii) the Obligor is not the subject of any Insolvency Event;

                  (iv) the Obligor is not an Affiliate of any of the parties
         hereto;

                  (v) the Obligor is not the Obligor of any Loan, any payment or
         portion thereof is more than 30 days Delinquent or any Charged-Off
         Loans;

                  (vi) the Obligor is not a Governmental Authority;

                  (vii) the Obligor is in compliance with all material terms and
         conditions of its Loan Documents;



                                       12
<PAGE>   18
                  (viii) the Obligor's principal office and any Related Property
         are located in (i) the United States or any other country or territory
         of the United States, or (ii)(a) any country approved under the AIG
         Policy or AIG 2 Policy for FIB's Inventory Buyer Program Loans or
         Equipment Buyer Program Loans, or (b) any country approved by the Deal
         Agent upon receipt and review of satisfactory legal due diligence,
         Rating Agency discussions and credit approval.

                  (ix) the Obligor has an Eligible Risk Rating of 3.0 or better
         and was approved according to the Originator's Credit and Collection
         Policies; provided, however, an AIG Loan, an AIG 2 Loan or an Ex-Im 2
         Loan constituting either an Inventory Buyer Program Loan or an
         Equipment Buyer Program Loan shall have an Eligible Risk Rating of 4.0
         or better and shall have been approved accordingly to the Originator's
         Credit and Collection Policies.

         Eligible Risk Rating: As of any date of determination, with respect to
a designated Loan or Obligor, a risk rating of "1.0," "2.0," "3.0," or, in the
case of AIG 2 Loans or Ex-Im 2 Loans, "3.5," "4.0," as determined by or should
have been determined by, the Servicer in accordance with the Credit and
Collection Policies or as designated by the Originator.

         Equipment Buyer Program Loan: A loan originated under FIB's equipment
buyer program.

         ERISA: The U.S. Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         ERISA Affiliate: (a) Any corporation which is a member of the same
controlled group of corporations (within the meaning of Section 414(b) of the
Code) as the Seller; (b) a trade or business (whether or not incorporated) under
common control (within the meaning of Section 414(c) of the Code) with the
Seller; or (c) a member of the same affiliated service group (within the meaning
of Section 414(m) of the Code) as the Seller, any corporation described in
clause (a) above or any trade or business described in clause (b) above.

         Eurodollar Disruption Event: The occurrence of any of the following:
(a) a determination by a Purchaser that it would be contrary to law or to the
directive of any central bank or other governmental authority (whether or not
having the force of law) to obtain United States dollars in the London interbank
market to make, fund or maintain any Purchase, (b) the failure of one or more of
the Reference Banks to furnish timely information for purposes of determining
the Adjusted Eurodollar Rate, (c) a determination by a Purchaser that the rate
at which deposits of United States dollars are being offered to such Purchaser
in the London interbank market does not accurately reflect the cost to such
Purchaser of making, funding or maintaining any Purchase or (d) the inability of
a Purchaser to obtain United States dollars in the London interbank market to
make, fund or maintain any Purchase.



                                       13
<PAGE>   19
         Eurodollar Reserve Percentage: For any day, that percentage (expressed
as a decimal) which is in effect from time to time under Regulation D of the
Board of Governors of the Federal Reserve System (or any successor), as such
regulation may be amended from time to time or any successor regulation, as the
reserve requirement (including, without limitation, any basic, supplemental,
emergency, special, or marginal reserves) applicable with respect to
Eurocurrency Liabilities as that term is defined in Regulation D (or against any
other category of liabilities that includes deposits by reference to which the
LIBOR Rate is determined), whether or not the Purchasers have any Eurocurrency
Liabilities subject to such reserve requirement at that time. All Capital whose
Yield is computed by reference to the Adjusted Eurodollar Rate shall be deemed
to constitute Eurocurrency Liabilities and as such shall be deemed subject to
reserve requirements without benefits of credits for proration, exceptions or
offsets that may be available from time to time to a Purchaser. The Adjusted
Eurodollar Rate shall be adjusted automatically on and as of the effective date
of any change in the Eurodollar Reserve Percentage.

         Ex-Im Guarantee. That guarantee no. 0079, dated as of October 3, 1995,
in favor of FIB, which guarantees the Ex-Im Loans and Ex-Im 2 Loans, as such
guarantee or successor guarantee may be replaced or renewed from time to time.

         Ex-Im Loan: A Loan to an Obligor that is a revolving line of credit,
90% of the Outstanding Loan Balance of which is guaranteed through the
Export-Import Bank.

         Ex-Im 2 Loans: Loans to an Obligor that are either Inventory Buyer
Program Loans or Equipment Buyer Program Loans, a portion of the Outstanding
Balance of which is insured or guaranteed through the Export-Import Bank.

         Ex-Im Policy: Those certain policies in favor of FIB that insure the
Ex-Im 2 Loans, as such policy or successor policy may be replaced or renewed
from time to time, so long as the Deal Agent, as agent for the Secured Parties,
is (i) named as loss payee or as an additional insured, on such policy and on
such renewal or replacement policy or (ii) otherwise satisfied that the Ex-Im
Policy inures to its benefit.

         Export-Import Bank: The Export-Import Bank of the United States.

         Facility: This Amended and Restated Loan Purchase and Servicing
Agreement, dated as of September 24, 1999, as amended, modified, supplemented or
restated from time to time.

         Federal Funds Rate: For any period, a fluctuating interest rate per
annum equal for each day during such period to the weighted average of the
federal funds rates as quoted by First Union and confirmed in Federal Reserve
Board Statistical Release H.15(519) or any successor or substitute publication
selected by First Union (or, if such day is not a Business Day, for the
preceding Business Day), or, if, for any reason, such rate is not available on
any day, the rate determined, in the sole opinion of First Union, to be the rate
at which federal funds are being offered for sale in the national federal funds
market at 9:00 A.M. Charlotte, North Carolina time.



                                       14
<PAGE>   20
         Fee Letter: The letter, dated as of the Closing Date, among the Seller,
the Servicer, the Deal Agent and First Union setting forth, among other things,
the Commitment Fee rate.

         FIB Existing Account: Account No. 2005 maintained at FIB for the
purpose of receiving Collections.

         FIB Security: A corporate bond that FIB or an Affiliate of FIB will
pledge to the Deal Agent, as agent for VFCC, or that FIB or an affiliate of FIB
will sell to the Seller for Seller to pledge to the Deal Agent, as agent for
VFCC, at any time AIG Loans or AIG 2 Loans are outstanding; provided, however,
such FIB Bond will in no event be less than the amount at least equal to the
amount of any deductible under both the AIG Policy or the AIG Policy 2,
provided, further, however, that if the deductible is drawn down, the FIB Bond
need only be in the amount of the deductible remaining under the AIG Policy or
AIG Policy 2, as applicable, provided, further, however, that the FIB Bond shall
not be pledged unless the Deal Agent has received such Opinion of Counsel
regarding true sale and non-consolidation acceptable to it and its counsel as it
shall request.

         First Union: First Union National Bank, in its individual capacity, and
its successors or assigns.

         Fixed Period: For any Payment Date the period beginning on, and
including the sixteenth day of the immediately preceding calendar month (or,
with respect to the first Fixed Period, the Closing Date) and ending on, and
including the fifteenth day of the calendar month in which such Payment Date
occurs.

         GAAP: Generally accepted accounting principles as in effect from time
to time in the United States.

         Governmental Authority: Any nation or government, any state or other
political subdivision thereof, any entity exercising executive, legislative,
judicial, regulatory or administrative functions of or pertaining to government
and any court or arbitrator having jurisdiction over such Person.

         H.15: Federal Reserve Statistical Release H.15.

         Hedge Breakage Costs: For any Hedge Transaction, any amount payable by
the Seller for the early termination of that Hedge Transaction or any portion
thereof.

         Hedge Counterparty: Any entity which (a) on the date of entering into
any Hedge Transaction (i) is an interest rate swap dealer that is either a
Purchaser or an Affiliate of a Purchaser, or has been approved in writing by the
Deal Agent (which approval shall not be unreasonably withheld), and (ii) has a
long-term unsecured debt rating of not less than "A" by S&P and not less than
"A-2" by Moody's ("Long-term Rating Requirement") and a short-term unsecured
debt rating of not less than "A-1" by S&P and not less than "P-1" by Moody's


                                       15
<PAGE>   21
("Short-term Rating Requirement"), and (b) in a Hedging Agreement (i) consents
to the assignment of the Seller's rights under the Hedging Agreement to the Deal
Agent pursuant to Section 5.4(a) and (ii) agrees that in the event that Moody's
or S&P reduces its long-term unsecured debt rating below the Long-term Rating
Requirement, it shall transfer its rights and obligations under each Hedging
Transaction to another entity that meets the requirements of clause (a) and (b)
hereof and has entered onto a Hedging Agreement with the Seller on or prior to
the date of such transfer.

         Hedge Notional Amount: For any Purchase, the aggregate notional amount
in effect on any day under all Hedge Transactions entered into pursuant to
Section 5.4(a) for that Purchase.

         Hedge Transaction: Each interest rate swap transaction between the
Seller and a Hedge Counterparty which is entered into pursuant to Section 5.4(a)
and is governed by a Hedging Agreement.

         Hedging Agreement: Each agreement between the Seller and a Hedge
Counterparty which governs one or more Hedge Transactions entered into pursuant
to Section 5.4, which agreement shall consist of a "Master Agreement" in a form
published by the International Swaps and Derivatives Association, Inc., together
with a "Schedule" thereto substantially in the form of Exhibit I hereto or such
other form as the Deal Agent shall approve in writing, and each "Confirmation"
thereunder confirming the specific terms of each such Hedge Transaction.

         Increased Costs: Any amounts required to be paid by the Seller to an
Affected Party pursuant to Section 2.14.

         Incremental Purchase: Any Purchase that increases the aggregate
outstanding Capital hereunder.

         Indebtedness: With respect to any Person at any date, (a) all
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than current liabilities incurred in the
ordinary course of business and payable in accordance with customary trade
practices) or which is evidenced by a note, bond, debenture or similar
instrument, (b) all obligations of such Person under capital leases, (c) all
obligations of such Person in respect of acceptances issued or created for the
account of such Person, (d) all liabilities secured by any Lien on any property
owned by such Person even though such Person has not assumed or otherwise become
liable for the payment thereof, and (e) all indebtedness, obligations or
liabilities of that Person in respect of Derivatives.

         Indemnified Amounts: As defined in Section 8.1.

         Indemnified Party: As defined in Section 8.1.

         Industry: The industry of an Obligor as determined by reference to the
four digit standard industry classification codes.



                                       16
<PAGE>   22
         Insolvency Event: With respect to a specified Person, (a) the filing of
a decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an involuntary
case under any applicable Insolvency Law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official for such Person or for any substantial part of its property, or
ordering the winding-up or liquidation of such Person's affairs, and such decree
or order shall remain unstayed and in effect for a period of 60 consecutive
days; or (b) the commencement by such Person of a voluntary case under any
applicable Insolvency Law now or hereafter in effect, or the consent by such
Person to the entry of an order for relief in an involuntary case under any such
law, or the consent by such Person to the appointment of or taking possession by
a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
official for such Person or for any substantial part of its property, or the
making by such Person of any general assignment for the benefit of creditors, or
the failure by such Person generally to pay its debts as such debts become due,
or the taking of action by such Person in furtherance of any of the foregoing.

         Insolvency Laws: The Bankruptcy Code of the United States and all other
applicable liquidation, conservatorship, bankruptcy, moratorium, rearrangement,
receivership, insolvency, reorganization, suspension of payments, or similar
debtor relief laws from time to time in effect affecting the rights of creditors
generally.

         Insurance Policy: With respect to any Loan included in the Asset Pool,
an insurance policy covering physical damage to or loss to any assets or Related
Property of the Obligor securing such Loan.

         Insurance Proceeds: Any amounts payable or any payments made, to the
Servicer under any Insurance Policy.

         Interest Collections: Any and all amounts received in respect of any
interest, fees or other similar charges on a Loan from or on behalf of any
Obligors that are deposited into the Collection Account, or received by the
Servicer, Originator, or Seller in respect of Loans, in the form of cash,
checks, wire transfers, electronic transfers or any other form of cash payment
(net of any payment owed by the Seller to, and including any receipts from, any
Hedge Counterparties).

         Inventory Buyer Program Loan: A loan originated under FIB's inventory
buyer program.

         Investment: With respect to any Person, any direct or indirect loan,
advance or investment by such Person in any other Person, whether by means of
share purchase, capital contribution, loan or otherwise, excluding the
acquisition of assets pursuant to the Purchase Agreement and excluding
commission, travel and similar advances to officers, employees and directors
made in the ordinary course of business.



                                       17
<PAGE>   23
         Issuer: VFCC and any other Investor whose principal business consists
of issuing commercial paper or other securities to fund its acquisition and
maintenance of receivables, accounts, instruments, chattel paper, general
intangibles and other similar Assets.

         Jurisdiction: Delaware and Connecticut.

         LIBOR Rate: For a Fixed Period, an interest rate per annum equal to the
average (rounded upward to the nearest one-sixteenth (1/16) of one percent) per
annum rate of interest determined by First Union at its the principal office in
Charlotte, North Carolina as its LIBOR Rate (each such determination, absent
manifest error, to be conclusive and binding) as of two Business Days prior to
the first day of the applicable Fixed Period, as the rate at which deposits in
immediately available funds in U.S. dollars are being, have been, or would be
offered or quoted by First Union to major banks in the applicable interbank
market for Eurodollar deposits at or about 11:00 a.m. (Charlotte, North Carolina
time) on the Business Day which is the second Business Day immediately preceding
the first day of the applicable Fixed Period, for delivery on the first day of
such Fixed Period, for a term comparable to such Fixed Period and in an amount
approximately equal to the requested Capital. If no such offers or quotes are
generally available for such amount, then the LIBOR Rate shall be the rate
appearing on the Telerate Page 3750 as of 11:00 A.M. (London time) on the
Business Day which is the second Business Day immediately preceding the first
day of such Fixed Period for a term comparable to such Fixed Period.

         Lien: With respect to any Asset, (a) any mortgage, lien, pledge, charge
security interest or encumbrance of any kind in respect of such Asset or (b) the
interest of a vendor or lessor under any conditional sale agreement, financing
lease or other title retention agreement relating to such Asset.

         Liquidation Expenses: With respect to any Defaulted Loan, the aggregate
amount of all out-of pocket expenses reasonably incurred by the Servicer
(including amounts paid to any subservicer) in connection with the repossession,
refurbishing and disposition of any related assets securing such Loan including
the attempted collection of any amount owing pursuant to such Loan.

         Liquidity Bank: Each liquidity bank that is a party to the Liquidity
Purchase Agreement.

         Liquidity Purchase Agreement: The Liquidity Purchase Agreement, dated
as of December 23, 1998, among VFCC, the Deal Agent, the Liquidity Agent, and
First Union, as an investor, and each other liquidity bank a party thereto.

         Loan: A secured commercial loan arising from the extension of credit to
an Obligor by the Originator or one of its subsidiaries in the ordinary course
of the Originator's business including, without limitation, all Commercial
Loans, all Ex-Im Loans, all AIG Loans and all AIG 2 Loans, which loan is secured
by accounts receivable, inventory, machinery and equipment or real property or
all Ex-Im 2 Loans that are not secured; and such term further includes all


                                       18
<PAGE>   24
monies due or owing and all Interest Collections, Principal Collections and
other amounts received from time to time with respect to such loan receivable
and all Proceeds.

         Loan Document: With respect to any Loan, (i) the related original
promissory note, (ii) any related loan agreement, (iii) any security agreement,
(iv) where real property serves as the primary Collateral for the Loan, the
mortgage, if any, related thereto, (v) any assignment of leases, and (vi) any
other documents, instruments, certificates or assignments (including amendments
or modifications thereof) executed by the Obligor thereof or by another Person
on the Obligor's behalf in respect of such Loan and related promissory note,
including, without limitation, general or limited guaranties, and any power of
attorney.

         Lock-Box: A post office box to which Collections are remitted for
retrieval by a Lock-Box Bank and deposited by such Lock-Box Bank into a Lock-Box
Account.

         Lock-Box Account: An account maintained for the purpose of receiving
Collections at a bank or other financial institution which has executed a
Lock-Box Notice for the purpose of receiving Collections, but specifically
excluding the FIB Existing Account.

         Lock-Box Bank: Any of the banks or other financial institutions holding
one or more Lock-Box Accounts.

         Lock-Box Notice: A notice, in substantially the form of Exhibit B,
among the Seller, the Originator (if applicable) and a Lock-Box Bank.

         Minimum Net Portfolio Yield: 2.0%.

         Monthly Report: As defined in Section 6.15(a).

         Moody's: Moody's Investors Service, Inc., and any successor thereto.

         Multiemployer Plan: A "multiemployer plan" as defined in Section
4001(a)(3) of ERISA which is or was at any time during the current year or the
immediately preceding five years contributed to by the Seller or any ERISA
Affiliate on behalf of its employees.

         Net Loss Ratio: For any Collection Period, the product of (a) the
percentage equivalent of a fraction, the numerator which is the Outstanding Loan
Balance of Charged-Off Loans during such Collection Period, and the denominator
of which is the Aggregate Outstanding Loan Balance at the end of such Collection
Period and (b) 12.

         Net Portfolio Yield: For any Fixed Period, the difference between the
Portfolio Yield for such Fixed Period and the Yield for such Fixed Period.

         Notice of Sale: A notice, substantially in the form of Exhibit A
hereto, delivered pursuant to Section 2.2.



                                       19
<PAGE>   25
         Obligor: With respect to any Loan, the Person or Persons obligated to
make payments pursuant to the respective Loan Documents, including any guarantor
thereof (but not including Export-Import Bank or AIG). For purposes of
calculating any of the concentration and mix criteria set forth on Schedule II,
all Loans in the Asset Pool or to be transferred to the Asset Pool, the Obligor
of which is an Affiliate of another Obligor, shall be aggregated with all Loans
of such other Obligor. For example, if Obligor A is an Affiliate of Obligor B,
and the aggregate Outstanding Loan Balance of all of Obligor A's Loans in the
Asset Pool constitutes 5% of the Aggregate Outstanding Loan Balance, and the
aggregate Outstanding Loan Balance of all of Obligor B's Loans in the Asset Pool
constitutes 5% of the Aggregate Outstanding Loan Balance, then the Obligor
concentration for Obligor A would be 10% and the Obligor concentration for
Obligor B would also be 10%.

         Officer's Certificate: A certificate signed by any officer of the
Seller or the Servicer, as the case may be, and delivered to the Deal Agent.

         Officer's Certificate as to Solvency: A certificate signed by any
officer of the Seller or FIB, as the case may be, and delivered to the Deal
Agent in the form of Exhibits J-1 and J-2 attached hereto.

         Officer's Closing Certificate: A certificate signed by any officer of
the Seller or FIB, as the case may be, and delivered to the Deal Agent in the
form of Exhibits K-1 and K-2.

         Opinion of Counsel: A written opinion of counsel, who may be counsel
for the Seller or the Servicer and who shall be reasonably acceptable to the
Deal Agent.

         Originator: FIB.

         Originator Assets: Any Asset that was transferred to the Seller by the
Originator.

         Outstanding Loan Balance: With respect to any Loan, the then
outstanding principal balance thereof.

         Payment Date: The twenty-first (21st) day of each calendar month or, if
such day is not a Business Day, the next succeeding Business Day, commencing
with January 21, 1999.

         Permitted Investments: Any one or more of the following types of
investments:

                  (a) marketable obligations of the United States, the full and
         timely payment of which are backed by the full faith and credit of the
         United States and which have a maturity of not more than 270 days from
         the date of acquisition;



                                       20
<PAGE>   26
                  (b) marketable obligations, the full and timely payment of
         which are directly and fully guaranteed by the full faith and credit of
         the United States and which have a maturity of not more than 270 days
         from the date of acquisition;

                  (c) bankers' acceptances and certificates of deposit and other
         interest-bearing obligations (in each case having a maturity of not
         more than 270 days from the date of acquisition) denominated in dollars
         and issued by any bank with capital, surplus and undivided profits
         aggregating at least $100,000,000, the short-term obligations of which
         are rated A-1 by S&P and P-1 by Moody's;

                  (d) repurchase obligations with a term of not more than ten
         days for underlying securities of the types described in clauses (a),
         (b) and (c) above entered into with any bank of the type described in
         clause (c) above;

                  (e) commercial paper rated at least A-1 by S&P and P-1 by
         Moody's; and,

                  (f) demand deposits, time deposits or certificates of deposit
         (having original maturities of no more than 365 days) of depository
         institutions or trust companies incorporated under the laws of the
         United States or any state thereof (or domestic branches of any foreign
         bank) and subject to supervision and examination by federal or state
         banking or depository institution authorities; provided, however that
         at the time such investment, or the commitment to make such investment,
         is entered into, the short-term debt rating of such depository
         institution or trust company shall be at least A-1 by S&P and P-1 by
         Moody's.

         Permitted Liens: Liens in favor of the Deal Agent as agent for the
Secured Parties created pursuant to this Agreement.

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

         Pool Assets: On any day any and all Assets in the Asset Pool.

         Portfolio Rate: On any day, with respect to any Collection Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to all Interest Collections deposited in the Collection Account for such
Collection Period, and the denominator of which is equal to the Capital of the
last day of such Collection Period.

         Portfolio Yield: As of any date of determination, the excess, if any,
of (a) the Rolling Three Month Portfolio Rate on such day over (b) the Yield
Rate plus the Program Fee for such day.



                                       21
<PAGE>   27
         Power of Attorney: A power of attorney signed by any officer of the
Seller in the form of Exhibit L hereto.

         Prepaid Loan: Other than Commercial Lines of Credit which may be
prepaid but for which the commitment to make advances thereunder is still in
effect, any Loan that has terminated or been prepaid in full prior to its
scheduled maturity date (including because of a Casualty Loss), other than a
Defaulted Loan.

         Prime Rate: The rate announced by First Union from time to time as its
prime rate in the United States, such rate to change as and when such designated
rate changes. The Prime Rate is not intended to be the lowest rate of interest
charged by First Union in connection with extensions of credit to debtors.

         Principal Collections: Any and all amounts received in respect of any
principal due and payable under any Loan from or on behalf of Obligors that are
deposited into the Collection Account, or received by the Servicer, Originator,
or Seller in respect of Loans, in the form of cash, checks, wire transfers,
electronic transfers or any other form of cash payment.

         Proceeds: With respect to any Pool Asset, whatever is receivable or
received when such Pool Asset is sold, collected, liquidated, foreclosed,
exchanged, or otherwise disposed of, whether such disposition is voluntary or
involuntary, and includes all rights to payment with respect to any insurance
relating to such Pool Asset.

         Program Fee: As defined in the Section 2.13(b).

         Purchase: A purchase by a Purchaser of an undivided interest in the
Assets from the Seller pursuant to Article II, including a reinvestment under
Clause ELEVENTH of Section 2.7.

         Purchase Agreement: The Purchase and Sale Agreement dated as of the
Closing Date between the Originator and the Seller, as amended, modified,
supplemented or restated from time to time.

         Purchase Date: The Closing Date (or, if a Purchase is not made on the
Closing Date, then the date of the initial Purchase after the Closing Date), and
as to any Incremental Purchase, any Business Day that is (i) at least one (1)
calendar week following the immediately preceding Purchase Date and (ii) five
(5) Business Days immediately following the receipt by the Deal Agent of a
written request by the Seller to sell an Asset Interest, such notice to be in
the form of Exhibit A hereto.

         Purchase Limit: At any time, $65,000,000, on or after the Termination
Date, the "Purchase Limit" shall mean the aggregate outstanding Capital.

         Purchase Rate: (i) With respect to Commercial Loans, 85%, (ii) with
respect to either AIG Loans or AIG 2 Loans, a fraction expressed as a percentage
the numerator of which is the


                                       22
<PAGE>   28
portion of the Outstanding Loan Balance of such AIG Loans or AIG 2 Loans, as
applicable, which is insured by an AIG Policy or AIG Policy 2, as applicable,
and the denominator of which is the Outstanding Loan Balance of such AIG Loans
or AIG 2 Loans, as applicable, (iii) with respect to Ex-Im Loans, 100% of the
guaranteed portion of the Outstanding Loan Balance of such Ex-Im Loans which is
guaranteed through the Export-Import Bank and (iv) with respect to Ex-Im 2
Loans, 100% of the guaranteed or insured portion of the Outstanding Loan Balance
of such Ex-Im 2 Loans that is guaranteed or insured through the Export-Import
Bank.

         Purchasers: Collectively, VFCC, First Union, and the Investors and any
other Person that agrees, pursuant to the pertinent Assignment and Acceptance,
to purchase an Asset Interest pursuant to this Agreement.

         Qualified Institution: As defined in Section 6.4(d).

         Rating Agency: Each of S&P, Moody's and any other rating agency that
has been requested to issue a rating with respect to the commercial paper notes
issued by the Issuer.

         Recoveries: With respect to a Defaulted Loan, proceeds from the sale of
the Related Property, proceeds of any related Insurance Policy and any other
recoveries with respect to such Defaulted Loan and the related Equipment and
related property, and other amounts representing late fees and penalties net of
Liquidation Expenses and amounts, if any, so received that are required to be
refunded to the Obligor on such Loan.

         Records: With respect to any Loans, all documents, books, records and
other information (including without limitation, computer programs, tapes,
disks, punch cards, data processing software and related property and rights)
maintained with respect to any Pool Asset and the related Obligors, other than
the Loan Documents.

         Register: As defined in Section 10.1(c).

         Related Property: With respect to a Loan, any property or other assets
of the Obligor thereunder pledged as collateral to the Originator to secure such
Loan.

         Replaced Loan: As defined in Section 2.9.

         Reporting Date: The date which is two Business Days after the end of
the Fixed Period.

         Required Investors: At a particular time, Investors with Commitments
equal to or in excess of 66 2/3 % of the Purchase Limit.

         Required Loan Documents: The documents described in clause (i), (ii),
(iii) and (iv) of the definition of Loan Document.



                                       23
<PAGE>   29
         Required Reports: Collectively, the Monthly Report, the Servicer's
Certificate and the financial statements of the Servicer required to be
delivered to the Deal Agent pursuant to Section 6.12(c) hereof.

         Requirements of Law: For any Person shall mean the certificate of
incorporation or articles of association and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
order or determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether Federal, state or local (including, without limitation, usury laws, the
Federal Truth in Lending Act, and Regulation Z and Regulation B of the Board of
Governors of the Federal Reserve System).

         Reserve Percentage: The percentage that is 100% minus the applicable
Purchase Rate.

         Reserves: As to any Asset Interest on any day, an amount equal to the
Reserve Percentage multiplied by the Capital of such Asset Interest as of the
close of business of the Collateral Custodian on such day.

         Responsible Officer: As to any Person, any officer of such Person with
direct responsibility for the administration of this Agreement and also, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

         Retransfer Amount: As defined in Section 5.6.

         Retransfer Date: As defined in Section 5.6.

         Revolving Period: The period commencing on the Closing Date and ending
on the day immediately preceding the Termination Date.

         Rolling Three-Month Portfolio Rate: For any day, the percentage
equivalent of a fraction the numerator of which is equal to the sum of the three
(3) most recent Portfolio Rates and the denominator of which is equal to three
(3).

         S&P: Standard & Poor's, a division of The McGraw-Hill Companies, Inc.
and any successor thereto.

         Scheduled Payment: With respect to a date on which a payment is due
under a Loan, the periodic payment (exclusive of any amounts in respect of
insurance or taxes and reflecting any adjustment for any partial prepayment) set
forth in the applicable Loan Documents as due from the Obligor.



                                       24
<PAGE>   30
         Secured Party: (i) Each Purchaser and (ii) each Hedge Counterparty that
is either a Purchaser or an Affiliate of a Purchaser if that Affiliate executes
a counterpart of this Agreement agreeing to be bound by the terms of this
Agreement applicable to a Secured Party.

         Securitization: A disposition of Loans in one or a series of structured
finance securitization transactions.

         Seller: FNBNE Funding Corp., or any permitted successor thereto.

         Servicer: FIB and its permitted successors and assigns.

         Servicer Advance: An advance of Scheduled Payments made by the Servicer
pursuant to Section 6.5.

         Servicer Assignee: As defined in Section 6.19.

         Servicer Termination Event: As defined in Section 6.23.

         Servicer's Certificate: As defined in Section 6.12(b).

         Servicing Duties: As defined in Section 6.1.

         Servicing Fee: As defined in Section 2.13(c).

         Servicing Fee Rate: As defined in the Fee Letter.

         Servicing Records: All documents, books, records and other information
(including, without limitation, computer programs, tapes, disks, data processing
software and related property rights) prepared and maintained by the Servicer
with respect to the Loans and the related Obligors.

         Solvent: As to any Person at any time, having a state of affairs such
that all of the following conditions are met: (a) the fair value of the property
owned by such Person is greater than the amount of such Person's liabilities
(including disputed, contingent and unliquidated liabilities) as such value is
established and liabilities evaluated for purposes of Section 101(31) of the
Bankruptcy Code; (b) the present fair saleable value of the property owned by
such Person in an orderly liquidation of such Person is not less than the amount
that will be required to pay the probable liability of such Person on its debts
as they become absolute and matured; (c) such Person is able to realize upon its
property and pay its debts and other liabilities (including disputed, contingent
and unliquidated liabilities) as they mature in the normal course of business;
(d) such Person does not intend to, and does not believe that it will, incur
debts or liabilities beyond such Person's ability to pay as such debts and
liabilities mature; and (e) such Person is not engaged in business or a
transaction, and is not about to engage in a business or a transaction, for
which such Person's property would constitute unreasonably small capital.



                                       25
<PAGE>   31
         Structuring Fee: The structuring fee agreed to between the Seller and
the Deal Agent in the Fee Letter.

         Substitute Loan: As defined in Section 2.9.

         Successor Servicer: As defined in Section 6.27(a).

         Taxes: Any present or future taxes levies, imposts, duties, charges,
assessments or fees of any nature (including interest, penalties, and additions
thereto) that are imposed by any Government Authority.

         Termination Date: The earliest to occur of (a) the date of the
occurrence of an Early Amortization Event pursuant to Section 7.1, (b) the
Commitment Termination Date, (c) the termination of the Purchase Limit pursuant
to Section 2.3, and (d) the occurrence of an Insolvency Event with respect to
either FIB or the Seller.

         Termination Notice: As defined in Section 6.26.

         Transaction: As defined in Section 3.2.

         Transaction Documents: This Agreement, the Purchase Agreement, the
Liquidity Purchase Agreement, the Hedge Agreement, dated as of the date hereof
among the Seller, the Servicer and the Deal Agent, and any additional document
the execution of which is necessary or incidental to carrying out the terms of
the foregoing documents.

         Transfer Date: As defined in the Purchase Agreement.

         Transferred Loans: Each Loan that is sold by the Originator to the
Seller under the Purchase Agreement.

         Trigger Event: Any of the Early Amortization Events described in
clauses (n), (o), (p) and (u) of Section 7.1, without regard to any applicable
cure period.

         UCC: The Uniform Commercial Code as from time to time in effect in the
specified jurisdiction.

         United States: The United States of America.

         Unreimbursed Servicer Advances: At any time, the amount of all previous
Servicer Advances (or portions thereof) as to which the Servicer has not been
reimbursed as of such time pursuant to Section 2.7 and which the Servicer has
determined in its sole discretion will not be recoverable from Collections with
respect to the related Loan.



                                       26
<PAGE>   32
         Warranty Event: As to any Loan included as part of the Asset Pool, the
occurrence and continuance of a material breach of any representation or
warranty relating to such Loan and such breach is not cured within the relevant
cure period.

         Yield: For each Asset Interest for any Fixed Period, the products (for
each day during such Fixed Period) of:

                           YRxCx  1
                                 ---
                                 360

         where:

         C  = the Capital of such Asset Interest, and

         YR = the Yield Rate applicable on such day;

provided, however, that (a) no provision of this Agreement shall require the
payment or permit the collection of Yield in excess of the maximum permitted by
applicable law and (b) Yield shall not be considered paid by any distribution if
at any time such distribution is rescinded or must otherwise be returned for any
reason.

         Yield Rate: With respect to any Fixed Period and for each Asset
Interest purchased by a Purchaser for each day during such period, a per annum
rate equal to the Adjusted Eurodollar Rate; provided, however, that if the CP
Rate is greater than the Adjusted Eurodollar Rate on any day during such Fixed
Period, then the "Yield Rate" for that day will include a Cost of Funds
Adjustment; and provided, further, that if any portion of the Capital is funded
under the Liquidity Purchase Agreement by the Investors, then the "Yield Rate"
for such portion shall be a rate equal to (i) the Adjusted Eurodollar Rate, or
(ii) the Base Rate if the relevant Investor shall have notified the Deal Agent
that a Eurodollar Disruption Event has occurred.

         SECTION 1.2 OTHER TERMS.

         All accounting terms not specifically defined herein shall be construed
in accordance with GAAP. All terms used in Article 9 of the UCC in the States of
New York and Connecticut, as applicable, and not specifically defined herein,
are used herein as defined in such Article 9.

         SECTION 1.3 COMPUTATION OF TIME PERIOD.

         Unless otherwise stated in this Agreement, in the computation of a
period of time from a specified date to a later specified date, the word "from"
means "from and including" and the words "to" and "until" each mean "to but
excluding."




                                       27
<PAGE>   33
                                   ARTICLE II

                              THE PURCHASE FACILITY

         SECTION 2.1 PURCHASES OF ASSET INTERESTS.

         (a) On the terms and conditions hereinafter set forth, the Seller may
on any Purchase Date during the period from the date hereof to but not including
the Termination Date, at its option, sell and assign Asset Interests to the
Purchasers. The Deal Agent may act on behalf of and for the benefit of the
Purchasers in this regard. VFCC may, in its sole discretion, purchase, or if
VFCC shall decline to purchase, the Liquidity Agent shall purchase on behalf of
the Investors, Asset Interests from time to time during the period from the date
hereof to but not including the Termination Date. Under no circumstances shall
any Purchaser make the initial Purchase or any Incremental Purchase if, after
giving effect to such Purchase or Incremental Purchase, the aggregate Capital
outstanding hereunder would exceed the lesser of (i) the Purchase Limit or (ii)
the Capital Limit. Each Asset Interest purchased by any Purchaser hereunder is
subject to the interests of the Hedge Counterparties under Sections 2.7(a)(i)
and (x) of this Agreement.

         (b) The Seller may, within 60 days, but no later than 45 days, prior to
each one year anniversary of the Closing Date, by written notice to the Deal
Agent, make written request for VFCC and the Investors to extend the Commitment
Termination Date for an additional period of one year following the then
existing Commitment Termination Date. The Deal Agent will give prompt notice to
VFCC and each of the Investors of its receipt of such request for extension of
the Commitment Termination Date. VFCC and each Investor shall make a
determination, in their sole discretion and after a full credit review, not less
than 15 days prior to such anniversary date, as to whether or not it will agree
to extend the Commitment Termination Date; provided, however, that the failure
of VFCC or any Investor to make a timely response to the Seller's request for
extension of the Commitment Termination Date shall be deemed to constitute a
refusal by VFCC or the Investor, as the case may be, to extend the Commitment
Termination Date. The Commitment Termination Date shall only be extended upon
the consent of both (i) VFCC and (ii) 100% of the Investors.

         (c) Notwithstanding the foregoing Section 2.1(b), upon the proposed
conversion of FIB from a regulated bank to a commercial finance company (the
"Conversion"), which is otherwise subject to the provisions of this Agreement,
the Commitment Termination Date shall be the date that is the earlier of (i) the
date that is 364 days after the date of the Conversion, or (ii) the then
Commitment Termination Date, unless the Deal Agent and 100% of the Investors,
upon appropriate due diligence and credit approvals agree that the then
Commitment Termination Date should not be accelerated.



                                       28
<PAGE>   34
         SECTION 2.2 THE INITIAL PURCHASE AND INCREMENTAL PURCHASES.

         (a) Subject to the conditions described in Section 2.1, the initial
Purchase and each Incremental Purchase shall be made in accordance with the
procedures described in Section 2.2(b). After the Collection Date has occurred,
each of the Purchasers and the Deal Agent, in accordance with their respective
interests, shall assign and transfer to the Seller their respective remaining
interest in Asset Interests without any representation or warranty, express or
implied and without recourse of any kind.

         (b) The initial Purchase and each Incremental Purchase shall be made
pursuant to the terms of a Purchase Certificate in the form of Exhibit H hereto,
after receipt by the Purchaser of a Notice of Sale delivered by the Seller to
the Deal Agent (with a copy to the Collateral Custodian) at least one (1)
Business Day prior to the Closing Date in the case of the initial Purchase and
at least two (2) Business Days prior to such proposed Purchase Date in the case
of any Incremental Purchase.

         SECTION 2.3 REDUCTION OF THE PURCHASE LIMIT.

         The Seller may, upon at least five Business Days' notice to the Deal
Agent, terminate in whole or reduce in part the portion of the Purchase Limit
that exceeds the sum of the aggregate Capital and Yield accrued and to accrue
thereon, and the Commitments of the Investors shall be reduced proportionately;
provided, however, that each partial reduction of the Purchase Limit shall be in
an aggregate amount equal to $1,000,000 or an integral multiple of $l00,000 in
excess thereof. Each notice of reduction or termination pursuant to this Section
2.3 shall be irrevocable.

         SECTION 2.4 DETERMINATION OF YIELD.

         The Deal Agent shall determine the Yield (including unpaid Yield, if
any, due and payable on a prior Payment Date) to be paid on each Payment Date
for the Fixed Period and shall advise the Servicer thereof on the first Business
Day after the Fixed Period.

         SECTION 2.5 PERCENTAGE EVIDENCED BY ASSET INTEREST.

         The variable percentage represented by an Asset Interest shall be
initially computed on its date of purchase. Thereafter, until the Termination
Date, each Asset Interest shall be automatically recomputed (or deemed to be
recomputed) on each day prior to the Termination Date. The variable percentage
represented by an Asset Interest as computed (or deemed recomputed) as of the
close of business on the day immediately preceding the Termination Date shall
remain constant at all times after the Termination Date. The variable percentage
represented by the Asset Interest shall become zero when its Capital and Yield
has been paid in full.



                                       29
<PAGE>   35
         SECTION 2.6 DIVIDING OR COMBINING ASSET INTERESTS.

         The Deal Agent may, with the consent of a Purchaser, take any of the
following actions at the end of such Fixed Period with respect to any Asset
Interest: (i) divide the Asset Interest owned by such Purchaser into two or more
portions of Asset Interests having aggregate Capital equal to the Capital of
such divided Asset Interest, (ii) combine one portion of an Asset Interest of
such Purchaser with another portion of an Asset Interest of such Purchaser with
a Fixed Period ending on the same day, creating a new portion of an Asset
Interest having Capital equal to the Capital of the two portions of Asset
Interest combined or (iii) combine the Asset Interest of such Purchaser with the
Asset Interest to be purchased on such day by such Purchaser, creating a new
Asset Interest having Capital equal to the Capital of the two Asset Interests
combined; provided, that an Asset Interest of VFCC may not be combined with an
Asset Interest of the Investors.

         SECTION 2.7 SETTLEMENT PROCEDURES.

         (a) On each Payment Date, the Servicer shall pay to the following
Persons, from (i) the Collection Account, to the extent of available funds
including interest earnings on the Collection Account, (ii) a Servicer Advance
if made or required pursuant to Section 6.5, and (iii) amounts received in
respect of any Hedge Agreement during the applicable Collection Period (the sum
of such amounts described in clauses (i), (ii) and (iii) being the "Available
Collections") the following amounts in the following order of priority:

                           (A) FIRST, pro rata to each Hedge Counterparty, any
                  amounts, including any Hedge Breakage Costs, owing that Hedge
                  Counterparty under its respective Hedging Agreement in respect
                  of any Hedge Transaction(s) (other than payments in respect of
                  Termination of any Hedging Agreement), for the payment
                  thereof;

                           (B) SECOND, to the Servicer, but only out of proceeds
                  on the AIG Policy, AIG Policy 2 or Ex-Im Policy or Ex-Im
                  Guarantee that were paid with respect to such AIG Loan, AIG 2
                  Loan, Ex-Im Loans or Ex-Im 2 Loans, as applicable, in an
                  amount equal to any Unreimbursed Servicer Advances with
                  respect to an AIG Loan, AIG 2 Loan, Ex-Im Loans or Ex-Im 2
                  Loans, as applicable, for the payment thereof;

                           (C) THIRD, to the Servicer, but only out of Interest
                  Collections, in an amount equal to any Unreimbursed Servicer
                  Advances, for the payment thereof;

                           (D) FOURTH, to the Servicer, in an amount equal to
                  its accrued and unpaid Servicing Fees to the end of the
                  preceding Collection Period;

                           (E) FIFTH, to the extent not paid for by FIB, to the
                  Backup Servicer, in an amount equal to any accrued and unpaid
                  Backup Servicer Fee, for the payment thereof;



                                       30
<PAGE>   36
                           (F) SIXTH, to the extent not paid for by FIB, to the
                  Collateral Custodian, in an amount equal to any accrued and
                  unpaid Collateral Custodian Fee, for the payment thereof;

                           (G) SEVENTH, to the Deal Agent for the ratable
                  payment to each Purchaser, in an amount equal to any accrued
                  and unpaid Yield for such Payment Date;

                           (H) EIGHTH, to the Deal Agent for the ratable payment
                  to each Purchaser in an amount equal (I) to the extent not
                  paid by FIB, to any accrued and unpaid Commitment Fees and
                  (II) to any accrued and unpaid Program Fees;

                           (I) NINTH, to the Deal Agent, in the amount of unpaid
                  Increased Costs and/or Taxes, for payment to the Purchasers in
                  respect thereof;

                           (J) TENTH, so long as any AIG Loans or AIG 2 Loans
                  are outstanding, to the Cash Collateral Account, to the extent
                  that the balance in such account is less than the lesser of
                  (i) an amount sufficient to cover the deductible amount of the
                  AIG Policy and/or AIG Policy 2 or (ii) the Aggregate
                  Outstanding Loan Balance of AIG Loans and AIG 2 Loans on such
                  Payment Date; provided, however, that if the FIB Bond is
                  pledged, no such amounts need to be deposited in the Cash
                  Collateral Account;

                           (K) ELEVENTH, to the extent that funds are available,
                  any remaining amounts may be reinvested in Eligible Loans;
                  provided, however, that if the aggregate Capital exceeds the
                  lesser of (i) the Capital Limit or (ii) the Purchase Limit, an
                  amount equal to such excess shall be paid to the Deal Agent to
                  pay down Capital outstanding;

                           (L) TWELFTH, pro rata to each Hedge Counterparty, any
                  amounts owing that Hedge Counterparty under its respective
                  Hedging Agreement in respect of the termination of such
                  Hedging Agreement;

                           (M) THIRTEENTH, to the extent funds are available to
                  satisfy any unpaid Indemnified Amounts, amounts required to be
                  paid by the Seller pursuant to the indemnification provisions
                  of Section 8.1 and any other amounts due hereunder; and

                           (N) FOURTEENTH, (A) if such Payment Date occurs
                  during the Revolving Period, any remaining amount shall be
                  distributed to the Seller, and (B) if such Payment Date occurs
                  during the Amortization Period, to the Deal Agent in reduction
                  of the outstanding Capital to zero and the payment in full of
                  the Aggregate Unpaids.



                                       31
<PAGE>   37
         (b) On each Business Day during the Revolving Period, the Servicer may,
to the extent of any Principal Collections on deposit in the Collection Account
as of the last day of the related Collection Period, use such funds toward the
Purchase of Eligible Loans pursuant to item ELEVENTH in subsection (a) above.

         (c) Notwithstanding anything to the contrary contained in this Section
2.7 or any other provision in this Agreement, if on any Business Day during the
Revolving Period the aggregate outstanding amount of Capital shall exceed the
lesser of (i) the Purchase Limit or (ii) the Capital Limit, then the Seller
shall remit to the Deal Agent, prior to any reinvestment of funds as set forth
in item ELEVENTH of Section 2.7(a) and in any event no later than the close of
business of the Deal Agent on the next succeeding Business Day, a payment (to be
applied by the Deal Agent to outstanding Capital) in such amount as may be
necessary to reduce outstanding Capital to an amount less than or equal to the
lesser of (i) the Purchase Limit or (ii) the Capital Limit.

         (d) On each Business Day occurring during the Amortization Period, all
Principal Collections on deposit in the Collection Account as of such Business
Day shall be paid to the Deal Agent in reduction, to zero, of the outstanding
Capital and repayment in full of the Aggregate Unpaids.

         SECTION 2.8 [RESERVED]

         SECTION 2.9 SUBSTITUTION OF LOANS.

         On any day prior to the occurrence of an Early Amortization Event, the
Seller may, and upon the request of the Deal Agent shall, subject to the
conditions set forth in this Section 2.9, replace any Loan subject to a Warranty
Event or in respect of which the Obligor thereunder has requested the rewriting
and/or restructuring of such Loan with one or more other Loans (each, a
"Substitute Loan"), provided that no such replacement shall occur unless each of
the following conditions is satisfied as of the date of such replacement and
substitution:

         (a) the Loan to be replaced (i) is a Defaulted Loan, (ii) has suffered
a credit rating downgrading below 3 in accordance with the Servicer's internal
credit scoring system, or (iii) has experienced a decline in its fair market
value at least 25% compared to its Purchase Price;

         (b) the Seller has previously recommended to the Deal Agent (with a
copy to the Collateral Custodian) in writing that the Loan to be replaced should
be replaced (each a "Replaced Loan");

         (c) each Substitute Loan is an Eligible Loan on the date of
substitution having an approximate Outstanding Loan Balance equal to that of the
Replaced Loan (with any difference paid in cash);



                                       32
<PAGE>   38
         (d) after giving effect to any such substitution, the aggregate of all
outstanding Capital does not exceed the lesser of the (i) Purchase Limit and
(ii) the Capital Limit;

         (e) the aggregate Outstanding Loan Balance of such Substitute Loans
shall be equal to or greater than the lesser of (i) the aggregate Outstanding
Loan Balance of the Replaced Loans and (ii) the amount necessary to prevent the
occurrence of a Trigger Event;

         (f) all representations and warranties of the Seller contained in
Sections 4.1 and 4.2 shall be true and correct as of the date of substitution of
any such Substitute Loan;

         (g) the substitution of any Substitute Loan does not cause an Early
Amortization Event to occur; and

         (h) the Seller shall deliver to the Deal Agent on the date of such
substitution a certificate of a Responsible Officer certifying that each of the
foregoing is true and correct as of such date.

         In connection with any such substitution, the Deal Agent as agent for
the Secured Parties shall, automatically and without further action, be deemed
to transfer to the Seller, free and clear of any Lien created pursuant to this
Agreement, all of the right, title and interest of the Deal Agent as agent for
the Secured Parties in, to and under such Replaced Loans, and the Deal Agent as
agent for the Secured Parties shall be deemed to represent and warrant that it
has the corporate authority and has taken all necessary corporate action to
accomplish such transfer, but without any other representation and warranty,
express or implied. The Deal Agent, as agent for the Purchasers, shall, at the
sole expense of the Servicer execute such documents and instruments of transfer
as may be prepared by the Servicer on behalf of the Seller and take other such
actions as shall reasonably be requested by the Seller to effect the transfer of
such Replaced Loan pursuant to this Section. Any right of the Deal Agent as
agent for the Secured Parties to substitute any Loan in the Asset Pool pursuant
to this Section 2.9 shall be in addition to, and without limitation of, any
other rights and remedies that the Deal Agent as agent for the Secured Parties
or any Secured Party may have to require the Seller or the Servicer, as
applicable, to substitute for, or accept retransfer of; any Loan pursuant to the
terms of this Agreement.

         SECTION 2.10 COLLECTIONS AND ALLOCATIONS.

         The Servicer shall promptly (but in no event later than two (2)
Business Days after the receipt thereof) identify any Collections received by it
as being on account of Interest Collections or Principal Collections and deposit
all such Interest Collections or Principal Collections received directly by it
into the Collection Account (the "Collection Account"). The Servicer shall make
such deposits or payments by wire transfer, in immediately available funds.



                                       33
<PAGE>   39

     SECTION 2.11 PAYMENTS, COMPUTATION, ETC.

     (a) Unless otherwise expressly provided herein, all amounts to be paid or
deposited by the Seller or the Servicer hereunder shall be paid or deposited in
accordance with the terms hereof no later than 11:00 A.M. (Charlotte, North
Carolina time) on the day when due in lawful money of the United States in
immediately available funds to the Agent's Account. The Seller shall, to the
extent permitted by law, pay to the Secured Parties interest on all amounts not
paid or deposited when due hereunder at 1% per annum above the Base Rate,
payable on demand; provided, however, that such interest rate shall not at any
time exceed the maximum rate permitted by applicable law. Such interest shall be
retained by the Deal Agent except to the extent that such failure to make a
timely payment or deposit has continued beyond the date for distribution by the
Deal Agent of such overdue amount to the Secured Parties, in which case such
interest accruing after such date shall be for the account of, and distributed
by the Deal Agent to, the Secured Parties. All computations of interest and all
computations of Yield and other fees hereunder shall be made on the basis of a
year of 360 days for the actual number of days (including the first but
excluding the last day) elapsed.

     (b) Whenever any payment hereunder shall be stated to be due on a day other
than a Business Day, such payment shall be made on the next succeeding Business
Day, and such extension of time shall in such case be included in the
computation of payment of Yield, interest or any fee payable hereunder, as the
case may be.

     (c) If any Purchase or Incremental Purchase requested by the Seller and
approved by a Purchaser and the Deal Agent pursuant to Section 2.2, is not, for
any reason whatsoever related to a default or nonperformance by the Seller, made
or effectuated, as the case may be, on the date specified therefor, the Seller
shall indemnify such Purchaser against any reasonable loss, cost or expense
incurred by such Purchaser, including, without limitation, any loss (including
loss of anticipated profits, net of anticipated profits in the reemployment of
such funds in the manner determined by such Purchaser), cost or expense incurred
by reason of the liquidation or reemployment of deposits or other funds acquired
by such Purchaser to fund or maintain such Purchase or Incremental Purchase, as
the case may be, during such Fixed Period.

     SECTION 2.12 OPTIONAL REPURCHASE.

     At any time following the Termination Date when the Aggregate Outstanding
Loan Balance is less than ten percent of the Aggregate Outstanding Loan Balance
as of the Termination Date, the Servicer may notice the Deal Agent in writing of
its intent to purchase all remaining Assets in the Asset Pool, provided that all
Hedge Transactions have been terminated. On the Payment Date next succeeding any
such notice, the Servicer shall purchase all such Assets for a price equal to
the sum of the Aggregate Unpaids, including for illustrative purposes but not in
limitation, all Yield accrued and to accrue, as reasonably determined by the
Deal Agent, and all accrued and unpaid Commitment Fees, Backup Servicer Fees,
Custodial Fees, Increased Costs, Taxes, Hedge Breakage Costs, Breakage Costs and
any other amounts payable by the Seller hereunder or under or with respect to
any Hedging Agreement, and the proceeds of

                                       34
<PAGE>   40

such purchase will be deposited into the Collection Account and paid in
accordance with Section 2.9(b).

     SECTION 2.13 FEES.

     (a) FIB, in its individual capacity, shall pay to the Deal Agent from its
own funds on each Payment Date, monthly in arrears, a fee (the "Commitment
Fee"), as set forth in the Fee Letter.

     (b) The Seller shall pay to the Deal Agent, on each Payment Date, monthly
in arrears, a Program Fee (the "Program Fee"), as set forth in the Fee Letter.

     (c) The Servicer shall be entitled to receive out of Interest Collections a
fee (the "Servicing Fee"), monthly in arrears in accordance with Section 2.7(a),
which fee shall be equal to the product of (i) the Servicing Fee Rate and (ii)
the Aggregate Outstanding Loan Balance as of the close of business on the
immediately preceding Determination Date.

     (d) The Backup Servicer shall be entitled to receive the Backup Servicer
Fee in accordance with Section 2.7(a).

     (e) The Collateral Custodian shall be entitled to receive the Custodial Fee
in accordance with Section 2.7(a).

     (f) The Seller shall pay to the Deal Agent, on the Closing Date, the
Structuring Fee (net of any amounts previously paid) in immediately available
funds.

     SECTION 2.14 INCREASED COSTS; CAPITAL ADEQUACY; ILLEGALITY.

     (a) If either (i) the introduction of or any change (including, without
limitation, any change by way of imposition or increase of reserve requirements)
in or in the interpretation of any law or regulation or (ii) the compliance by a
Purchaser or any Affiliate thereof (each of which, an "Affected Party") with any
guideline or request from any central bank or other governmental agency or
authority (whether or not having the force of law), (a) shall subject an
Affected Party to any Tax (except for Taxes on the overall net income of such
Affected Party), duty or other charge with respect to an Asset Interest, or any
right to make Purchases hereunder, or on any payment made hereunder or (b) shall
impose, modify or deem applicable any reserve requirement (including, without
limitation, any reserve requirement imposed by the Board of Governors of the
Federal Reserve System, but excluding any reserve requirement, if any, included
in the determination of Yield), special deposit or similar requirement against
assets of, deposits with or for the amount of, or credit extended by, any
Affected Party or (c) shall impose any other condition affecting an Asset
Interest or a Purchaser's rights hereunder, the result of which is to increase
the cost to any Affected Party or to reduce the amount of any sum received or
receivable by an Affected Party under this Agreement, then within ten days after
demand by such Affected Party (which demand shall be accompanied by a statement
setting forth the basis

                                       35
<PAGE>   41

for such demand), the Seller shall pay directly to such Affected Party such
additional amount or amounts as will compensate such Affected Party for such
additional or increased cost incurred or such reduction suffered.

     (b) If either (i) the introduction of or any change in or in the
interpretation of any law, guideline, rule, regulation, directive or request or
(ii) compliance by any Affected Party with any law, guideline, rule, regulation,
directive or request from any central bank or other governmental authority or
agency (whether or not having the force of law), including, without limitation,
compliance by an Affected Party with any request or directive regarding capital
adequacy, has or would have the effect of reducing the rate of return on the
capital of any Affected Party as a consequence of its obligations hereunder or
arising in connection herewith to a level below that which any such Affected
Party could have achieved but for such introduction, change or compliance
(taking into consideration the policies of such Affected Party with respect to
capital adequacy) by an amount deemed by such Affected Party to be material,
then from time to time, within ten days after demand by such Affected Party
(which demand shall be accompanied by a statement setting forth the basis for
such demand), the Seller shall pay directly to such Affected Party such
additional amount or amounts as will compensate such Affected Party for such
reduction.

     (c) If as a result of any event or circumstance similar to those
described in clauses (a) or (b) of this section, and not in duplication of any
payments made under those clauses, any Affected Party is required to compensate
a bank or other financial institution providing liquidity support, credit
enhancement or other similar support to such Affected Party in connection with
this Agreement or the funding or maintenance of Purchases hereunder, then within
ten days after demand by such Affected Party, the Seller shall pay to such
Affected Party such additional amount or amounts as may be necessary to
reimburse such Affected Party for any amounts paid by it.

     (d) In determining any amount provided for in this section, the Affected
Party may use any reasonable averaging and attribution methods. Any Affected
Party making a claim under this section shall submit to the Seller a certificate
as to such additional or increased cost or reduction, which certificate shall be
conclusive absent demonstrable error.

     (e) If a Purchaser shall notify the Deal Agent that a Eurodollar Disruption
Event as described in clause (a) of the definition of "Eurodollar Disruption
Event" has occurred, the Deal Agent shall in turn so notify the Seller,
whereupon all Capital in respect of which Yield accrues at the Adjusted
Eurodollar Rate shall immediately be converted into Capital in respect of which
Yield accrues at the Base Rate.

     SECTION 2.15 TAXES.

     (a) All payments made by an Obligor in respect of a Loan and all payments
made by the Seller or the Servicer under this Agreement will be made free and
clear of and without deduction or withholding for or on account of any Taxes,
unless such withholding or deduction is

                                       36
<PAGE>   42

required by law. If withholding or deduction is required by law, the Obligor,
Seller, or Servicer (as the case may be) shall pay to the appropriate taxing
authority any such Taxes required to be deducted or withheld and the amount
payable to each Purchaser or the Deal Agent (as the case may be) will be
increased (such increase, the "Additional Amount") such that every net payment
made under this Agreement after deduction or withholding for or on account of
any Taxes (including, without limitation, any Taxes on such increase) is not
less than the amount that would have been paid had no such deduction or
withholding been deducted or withheld. The foregoing obligation to pay
Additional Amounts, however, will not apply with respect to net income or
franchise taxes imposed on a Purchaser or the Deal Agent, respectively, with
respect to payments required to be made by the Seller or Servicer under this
Agreement, by a taxing jurisdiction in which such Purchaser or Deal Agent is
organized, conducts business or is paying taxes as of the Closing Date (as the
case may be). If a Purchaser or the Deal Agent pays any Taxes in respect of
which the Seller is obligated to pay Additional Amounts under this Section
2.15(a), the Seller shall promptly reimburse such Purchaser or Deal Agent the
amount of such Additional Amounts.

     (b) The Seller will indemnify each Purchaser and the Deal Agent for the
full amount of Taxes in respect of which the Seller is required to pay
Additional Amounts (including, without limitation, any Taxes imposed by any
jurisdiction on such Additional Amounts) paid by such Purchaser or the Deal
Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto; provided, however, that
such Purchaser or the Deal Agent, as appropriate, making a demand for indemnity
payment shall provide the Seller, at its address set forth under its name on the
signature pages hereof, with a certificate from the relevant taxing authority or
from a responsible officer of such Purchaser or the Deal Agent stating or
otherwise evidencing that such Purchaser or the Deal Agent has made payment of
such Taxes and will provide a copy of or extract from documentation, if
available, furnished by such taxing authority evidencing assertion or payment of
such Taxes. This indemnification shall be made within ten days from the date the
Purchaser or the Deal Agent (as the case may be) makes written demand therefor.

     (c) Within 30 days after the date of any payment by the Seller of any
Taxes, the Seller will furnish to the Deal Agent, at its address set forth under
its name on the signature pages hereof, appropriate evidence of payment thereof.

     (d) If a Purchaser is not created or organized under the laws of the United
States or a political subdivision thereof; such Purchaser shall, to the extent
that it may then do so under applicable laws and regulations, deliver to the
Seller with a copy to the Deal Agent (i) within 15 days after the date hereof,
or, if later, the date on which such Purchaser becomes a Purchaser hereof two
(or such other number as may from time to time be prescribed by applicable laws
or regulations) duly completed copies of IRS Form 4224 or Form 1001 (or any
successor forms or other certificates or statements which may be required from
time to time by the relevant United States taxing authorities or applicable laws
or regulations), as appropriate, to permit the Seller to make payments hereunder
for the account of such Purchaser, as the case may be, without deduction or
withholding of United States federal income or similar Taxes and (ii) upon the
obsolescence of or after the occurrence of any event requiring a change in, any
form or certificate

                                       37
<PAGE>   43

previously delivered pursuant to this Section 2.15(d), copies (in such numbers
as may from time to time be prescribed by applicable laws or regulations) of
such additional, amended or successor forms, certificates or statements as may
be required under applicable laws or regulations to permit the Seller to make
payments hereunder for the account of such Purchaser, without deduction or
withholding of United States federal income or similar Taxes.

     (e) For any period with respect to which a Purchaser or the Deal Agent has
failed to provide the Seller with the appropriate form, certificate or statement
described in clause (d) of this section (other than if such failure is due to a
change in law occurring after the date of this Agreement), the Deal Agent or
such Purchaser, as the case may be shall not be entitled to indemnification
under clauses (a) or (b) of this section with respect to any Taxes.

     (f) Within 30 days of the written request of the Seller therefor, the Deal
Agent and the Purchasers, as appropriate, shall execute and deliver to the
Seller such certificates forms or other documents which can be furnished
consistent with the facts and which are reasonably necessary to assist the
Seller in applying for refunds of Taxes remitted hereunder, provided, however,
that the Deal Agent and the Purchasers shall not be required to deliver such
certificates forms or other documents if in their respective sole discretion it
is determined that the deliverance of such certificate, form or other document
would have a material adverse effect on the Deal Agent or any Purchaser and
provided further, however, that the Seller shall reimburse the Deal Agent or any
such Purchaser for any reasonable expenses incurred in the delivery of such
certificate, form or other document.

     (g) If, in connection with an agreement or other document providing
liquidity support, credit enhancement or other similar support to the Purchasers
in connection with this Agreement or the funding or maintenance of Purchases
hereunder, the Purchasers are required to compensate a bank or other financial
institution in respect of Taxes under circumstances similar to those described
in this section then within ten days after demand by the Purchasers, the Seller
shall pay to the Purchasers such additional amount or amounts (without
duplication) as may be necessary to reimburse the Purchasers for any amounts
paid by them.

     (h) Without prejudice to the survival of any other agreement of the Seller
hereunder, the agreements and obligations of the Seller contained in this
section shall survive the termination of this Agreement.

     SECTION 2.16 ASSIGNMENT OF THE PURCHASE AGREEMENT.

     The Seller hereby represents, warrants and confirms to the Deal Agent that
the Seller has assigned to the Deal Agent, for the ratable benefit of the
Secured Parties hereunder, all of the Seller's right and title to and interest
in the Purchase Agreement. The Seller confirms that following an Early
Amortization Event the Deal Agent shall have the sole right to enforce the
Seller's rights and remedies under the Purchase Agreement for the benefit of the
Secured Parties, but without any obligation on the part of the Deal Agent, the
Purchasers or any of their respective Affiliates, to perform any of the
obligations of the Seller under the Purchase Agreement. The

                                       38
<PAGE>   44

Seller further confirms and agrees that such assignment to the Deal Agent shall
terminate upon the Collection Date; provided, however, that the rights of the
Deal Agent and the Secured Parties pursuant to such assignment with respect to
rights and remedies in connection with any indemnities and any breach of any
representation, warranty or covenants made by the Originator pursuant to the
Purchase Agreement, which rights and remedies survive the termination of the
Purchase Agreement, shall be continuing and shall survive any termination of
such assignment.


                                   ARTICLE III

                  CLOSING; CONDITIONS OF CLOSING AND PURCHASES

     SECTION 3.1 CONDITIONS TO CLOSING AND INITIAL PURCHASE.

     The initial Purchase hereunder is subject to the conditions precedent
listed in Schedule I, each of which shall have been satisfied or waived, in the
Deal Agent's and the Purchasers' sole discretion, on or before the Closing Date
(unless otherwise indicated), in form and substance satisfactory to the Deal
Agent and the Purchasers.

     SECTION 3.2 CONDITIONS PRECEDENT TO ALL PURCHASES AND REMITTANCES OF
COLLECTIONS.

     Each Purchase (including the Initial Purchase) from the Seller by a
Purchaser, the right of the Servicer to remit Collections to the Seller pursuant
to Section 2.7(b) and each Incremental Purchase (each, a "Transaction") shall be
subject to the further conditions precedent that (a) with respect to any
Purchase (including the Initial Purchase) or Incremental Purchase, the Servicer
shall have delivered to the Deal Agent, at least one (1) Business Day prior to
the initial Purchase and at least five (5) Business Days prior to the date of
any Incremental Purchase in form and substance satisfactory to the Deal Agent,
(i) a Purchase Notice (Exhibit A), (ii) a Purchase Certificate (Exhibit H), and
(iii) a Certificate of Assignment (Exhibit A to the Purchase Agreement)
including Schedule I thereto and such additional information as may be
reasonably requested by the Deal Agent; (b) on the date of such Transaction the
following statements shall be true and the Seller shall be deemed to have
certified that:

          (i) The representations and warranties contained in Sections 4.1 and
     4.2 are true and correct on and as of such day as though made on and as of
     such date;

          (ii) No event has occurred and is continuing, or would result from
     such Transaction, that constitutes an Early Amortization Event;

          (iii) on and as of such day, after giving effect to such Transaction,
     the outstanding Capital does not exceed the lesser of (x) the Purchase
     Limit, or (y) the Capital Limit;


                                       39
<PAGE>   45


          (iv) on and as of such day, the seller and the servicer each has
     performed all of the agreements contained in this Agreement to be performed
     by such person at or prior to such day;

          (v) no law or regulation shall prohibit, and no order, judgment or
     decree of any federal, state or local court or governmental body, agency or
     instrumentality shall prohibit or enjoin, the making of such Purchase,
     remittance of Collections or Incremental Purchase by the Purchaser in
     accordance with the provisions hereof;

          (vi) no servicer termination event shall have occurred;

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

     (d) There shall have been no material adverse change in the condition
(financial or otherwise), business, operations, results of operations, or
properties of the Originator or the Seller since the preceding Purchase; and

     (e) The Originator and Seller shall have taken such other action, including
delivery of approvals, consents, opinions, documents, and instruments to the
Purchasers and the Deal Agent as each may reasonably request.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER.

     The Seller represents and warrants as follows:

     (a) Organization and Good Standing. The Seller is a corporation organized,
validly existing, and in good standing under the laws of the jurisdiction of its
formation, and has full corporate power, authority and legal right to own or
loan its properties and conduct its business as such properties are presently
owned or loaned and such business is presently conducted, and to execute,
deliver and perform its obligations under this Agreement and the Purchase
Agreement.

     (b) Due Qualification. The Seller is duly qualified to do business and is
in good standing as a corporation, and has obtained or will obtain all necessary
licenses and approvals, in each jurisdiction in which the nature of its business
requires it to be so qualified.

     (c) Due Authorization. The execution and delivery of this Agreement and the
Purchase Agreement and the consummation of the transactions provided for herein
and therein have been duly authorized by the Seller by all necessary corporate
action on the part of the Seller.



                                       40
<PAGE>   46

     (d) No Conflict. The execution and delivery of this Agreement and the
Purchase Agreement, the performance by the Seller of the transactions
contemplated hereby and thereby and the fulfillment of the terms hereof and
thereof will not conflict with or result in any breach of any of the material
terms and provisions of, and will not constitute (with or without notice or
lapse of time or both) a default under, any indenture, contract, agreement,
mortgage, deed of trust, or other instrument to which the Seller is a party or
by which it or any of its property is bound.

     (e) No Violation. The execution and delivery of this Agreement and
the Purchase Agreement, the performance of the transactions contemplated hereby
and thereby and the fulfillment of the terms hereof and thereof will not
conflict with or violate, in any material respect, any Requirements of Law
applicable to the Seller.

     (f) No Proceedings. There are no proceedings or investigations pending or,
to the best knowledge of the Seller, threatened against the Seller, before any
Governmental Authority (i) asserting the invalidity of this Agreement or the
Purchase Agreement, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Agreement or the Purchase Agreement or (iii)
seeking any determination or ruling that could reasonably be expected to be
adversely determined, and if adversely determined, would materially and
adversely affect the performance by the Seller of its obligations under this
Agreement or the Purchase Agreement.

     (g) All Consents Required. All approvals, authorizations, consents, orders
or other actions of any Person or of any Governmental Authority required in
connection with the execution and delivery by the Seller of this Agreement and
the Purchase Agreement, the performance by the Seller of the transactions
contemplated by this Agreement and the Purchase Agreement, and the fulfillment
of the terms hereof and thereof by the Seller, have been obtained, unless the
failure to obtain such shall not materially and adversely affect the Seller's
performance of its obligations under this Agreement or under the Purchase
Agreement.

     (h) Bulk Sales. The execution, delivery and performance of this Agreement
do not require compliance with any "bulk sales" law by Seller.

     (i) Solvency. The transactions under this Agreement and Purchase Agreement
do not and will not render the Seller not Solvent.

     (j) Selection Procedures; Credit and Collection Policies. No procedures
believed by the Seller to be materially adverse to the interests of VFCC or the
Purchasers were utilized by the Seller in identifying and/or selecting the Loans
that are in the Asset Pool. In addition, each Loan shall comply in all respects
with the Credit and Collection Policies.

     (k) Taxes. The Seller has filed or caused to be filed all Tax returns
which, to its knowledge, are required to be filed. The Seller has paid or made
adequate provisions for the payment of all Taxes and all assessments made
against it or any of its property (other than any

                                       41
<PAGE>   47

amount of Tax the validity of which is currently being contested in good faith
by appropriate proceedings and with respect to which reserves in accordance with
generally accepted accounting principles have been provided on the books of the
Seller), and no Tax lien has been filed and, to the Seller's knowledge, no claim
is being asserted, with respect to any such Tax, fee or other charge.

     (l) Agreements Enforceable. This Agreement and the Purchase Agreement
constitute the legal, valid and binding obligation of the Seller enforceable
against the Seller in accordance with their respective terms, except as such
enforceability may be limited by Insolvency Laws and except as such
enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).

     (m) Exchange Act Compliance. No proceeds of any Purchase will be used by
the Seller to acquire any security in any transaction which is subject to
Section 13 or 14 of the Securities Exchange Act of 1934, as amended.

     (n) No Liens. Each Asset, together with the Loan Documents related thereto,
shall, at all times, be owned by the Seller free and clear of any Adverse Claim
except as provided herein, and upon each Purchase, Incremental Purchase or
remittance of Collections, the relevant Secured Party shall acquire (subject to
recordation where necessary) a valid and perfected first priority undivided
ownership interest in each Asset then existing or thereafter arising and
Collections with respect thereto, free and clear of any Adverse Claim except as
provided hereunder. No effective financing statement or other instrument similar
in effect covering any Asset or Collections shall at any time be on file in any
recording office except such as may be filed in favor of the Deal Agent relating
to this Agreement.

     (o) Reports Accurate. No Monthly Report (if prepared by the Seller, or to
the extent that information contained therein is supplied by the Seller),
information, exhibit, financial statement, document, book, record or report
furnished or to be furnished by the Seller to the Deal Agent or a Purchaser in
connection with this Agreement is or will be inaccurate in any material respect
as of the date it is or shall be dated or (except as otherwise disclosed to the
Deal Agent or such Purchaser, as the case may be, at such time) as of the date
so furnished.

     (p) Location of Offices. The principal place of business and chief
executive office of the Seller and the office where the Seller keeps all the
Records is located at the address of the Seller referred to in Section 11.2
hereof (or at such other locations as to which the notice and other requirements
specified in Section 5.2(1) shall have been satisfied).

     (q) Tradenames. Except as described in Schedule III, the Seller has no
trade names, fictitious names, assumed names or "doing business as" names or
other names under which it has done or is doing business.

     (r) Purchase Agreement. The Purchase Agreement is the only agreement
pursuant to which the Seller purchases Assets.

                                       42
<PAGE>   48

     (s) Value Given. The Seller shall have given reasonably equivalent value to
the Originator in consideration for the transfer to the Seller of the Assets
under the Purchase Agreement, no such transfer shall have been made for or on
account of an antecedent debt owed by the Originator to the Seller, and no such
transfer is or may be voidable or subject to avoidance under any section of the
Bankruptcy Code; no event or circumstance has occurred that would constitute an
Early Amortization Event.

     (t) Special Purpose Entity. The Certificate of Incorporation of the Seller
includes substantially the provisions set forth on Exhibit C hereto, and the
Originator has confirmed in writing to the Seller that, so long as the Seller is
not "insolvent" within the meaning of the Bankruptcy Code, the Originator will
not cause the Seller to file a voluntary petition under the Bankruptcy Code or
any other Insolvency Laws. Each of the Seller and the Originator is aware that
in light of the circumstances described in the preceding sentence and other
relevant facts, the filing of a voluntary petition under the Bankruptcy Code for
the purpose of making the assets of the Seller available to satisfy claims of
the creditors of the Originator would not result in making such assets available
to satisfy such creditors under the Bankruptcy Code.

     (u) Accounting. The Seller accounts for the transfers to it from the
Originator of interests in Assets and Collections under the Purchase Agreement
as sales of such Asset Interests in its books, records and financial statements,
in each case consistent with GAAP and with the requirements set forth herein.

     (v) Separate Entity. The Seller is operated as an entity with assets and
liabilities distinct from those of the Originator and any Affiliates thereof
(other than the Seller), and the Seller hereby acknowledges that the Deal Agent
and the Purchasers are entering into the transactions contemplated by this
Agreement in reliance upon the Seller's identity as a separate legal entity from
the Originator and from each such other Affiliate of the Originator.

     (w) Security Interest. The Seller has granted a security interest (as
defined in the UCC) to the Deal Agent, as agent for the Secured Parties, in the
Assets and Collections, which is enforceable in accordance with applicable law
upon execution and delivery of this Agreement. Upon the making of each Purchase,
the Deal Agent, as agent for the Secured Parties, shall have acquired a first
priority perfected security interest in Assets and Collections as may be
perfected under the UCC by filing a financing statement or the delivery of
possession (except for any Permitted Liens). All filings (including, without
limitation, such UCC filings) as are necessary in any Jurisdiction to perfect
the interest of the Deal Agent as agent for the Secured Parties, in the Assets
and Collections have been (or prior to the applicable Purchase will be) made.

     (x) Investments. The Seller does not own or hold directly or indirectly,
any capital stock or equity security of, or any equity interest in, any Person.



                                       43
<PAGE>   49

     (y) Business. Since its formation, the Seller has conducted no business
other than the sale of Assets from the Originator under the Purchase Agreement,
the sale of Assets under this Agreement and such other activities as are
incidental to the foregoing.

     (z) Investment Company Act.

          (i) The Seller represents and warrants that the Seller has never been,
     is not now, and will not in the future be operated in such a manner as to
     cause the Seller to be an "investment company," as such term is defined in
     Section 3 of the Investment Company Act of 1940, as amended (the "1940
     Act");

          (ii) The Seller represents and warrants that the business and other
     activities of the Seller, including but not limited to, the sale of the
     Asset Interests to the Purchasers the application and use of the proceeds
     thereof by the Seller and the consummation and conduct of the transactions
     contemplated by the Transaction Documents to which the Seller is a party
     (a) do now and will in the future comply in all respects with the
     provisions of Rule 3a-7 promulgated under the 1940 Act; and (b) do not now
     and will not in the future result in a violation by the Seller, the
     Servicer or any other person or entity of the 1940 Act or the rules and
     regulations promulgated thereunder.

     (aa) Lock-Boxes. The names and addresses of all the Lock-Box Banks,
together, with the account numbers of the Lock-Box Accounts of the Seller at
such Lock-Box Banks and the names, addresses and account numbers of all accounts
to which Collections of the Assets outstanding before the initial Purchase
hereunder have been sent, are specified in Schedule VI (which shall be deemed to
be amended in respect of terminating or adding any Lock-Box Account or Lock-Box
Bank upon satisfaction of the notice and other requirements specified in respect
thereof).

     (bb) FIB Existing Account. All Collections in the FIB Existing Account are
free and clear of any Adverse Claim. As long as any Collections are held
therein, no effective financing statement or other instruments similar in effect
shall at any time be on file in any recording office with respect to the FIB
Existing Account except such as may be filed in favor of the Deal Agent relating
to this Agreement.

     (cc) Accuracy of Representations and Warranties. Each representation or
warranty by the Seller contained herein or in any certificate or other document
furnished by the Seller pursuant hereto or in connection herewith is true and
correct in all material respects.

     The representations and warranties set forth in this section shall survive
the transfer of the Assets to the Deal Agent as agent for the Secured Parties.
Upon discovery by the Seller, the Servicer, any Secured Party, the Liquidity
Agent or the Deal Agent of a breach of any of the foregoing representations and
warranties, the party discovering such breach shall give prompt written notice
to the others.



                                       44
<PAGE>   50

     SECTION 4.2    REPRESENTATIONS AND WARRANTIES OF SELLER RELATING TO THE
                    AGREEMENT AND THE LOANS.

     The Seller hereby represents and warrants to the Deal Agent, each Secured
Party, the Liquidity Agent and each Investor that, as of the Closing Date and as
of each Purchase Date:

     (a) Binding Obligation, Valid Transfer and Security Interest.

          (i) This Agreement and the Purchase Agreement each constitute legal,
     valid and binding obligations of the Seller, enforceable against the Seller
     in accordance with its respective terms, except as such enforceability may
     be limited by Insolvency Laws and except as such enforceability may be
     limited by general principles of equity (whether considered in a suit at
     law or in equity).

          (ii) This Agreement constitutes either (A) a valid transfer to the
     Deal Agent as agent for the Secured Parties of all right, title and
     interest of the Seller in, to and under all Assets in the Asset Pool to the
     extent of the Asset Interest, and such transfer will be free and clear of
     any Lien of any Person claiming through or under the Seller or its
     Affiliates, except for Permitted Liens, or (B) a grant of a security
     interest in all Assets in the Asset Pool to the Deal Agent as agent for the
     Secured Parties. In connection with the foregoing clause (B), upon the
     filing of the financing statements described in Section 6.9(c) the Deal
     Agent as agent for the Secured Parties shall have a first priority
     perfected security interest in such Assets in the Asset Pool as may be
     perfected under the UCC by filing a financing statement or the delivery of
     possession, subject only to Permitted Liens. Neither the Seller nor any
     Person claiming through or under the Seller shall have any claim to or
     interest in the Collection Account, except, if this Agreement is deemed to
     grant a security interest in such property, for the interest of the Seller
     in such property as a debtor for purposes of the UCC.

     (b) Eligibility of Loans. As of the later of the Closing Date or the
initial Purchase Date, (i) Schedule IV to this Agreement and the information
contained in the Notice of Sale and Purchase Certificate delivered pursuant to
Section 2.2 is an accurate and complete listing in all material respects of all
the Loans that are in the Asset Pool as of such date and the information
contained therein with respect to the identity of such Loans and the amounts
owing thereunder is true and correct in all material respects as of such date,
(ii) each such Loan is an Eligible Loan, (iii) each such Loan and the Related
Property is free and clear of any Lien of any Person (other than Permitted
Liens) and in compliance with all Requirements of Law applicable to the Seller
and/or the Originator and (iv) with respect to each such Loan, all consents,
licenses, approvals or authorizations of or registrations or declarations with
any Governmental Authority required to be obtained, effected or given by the
Seller in connection with the transfer of an interest in such Loan and the
Related Property to the Deal Agent, as agent for the Secured Parties, have been
duly obtained, effected or given and are in full force and effect. On each
Purchase Date, the Seller shall be deemed to represent and warrant that (i)
Additional Loan referenced on the related Seller Notice delivered pursuant to
Section 2.2 is an Eligible Loan, (ii) each such Loan and the

                                       45
<PAGE>   51

related Property is free and clear of any Lien of any Person (other than
Permitted Liens) and in compliance with all Requirements of Law applicable to
Seller and/or the Originator, (iii) with respect to each such Loan, all
consents, licenses, approvals, authorizations, registrations or declarations
with any Governmental Authority required to be obtained, effected or given by
the Seller in connection with the addition of such Loan and the Related Property
to the Asset Pool have been duly obtained, effected or given and are in full
force and effect and (iv) the representations and warranties set forth in
Section 4.2(a) are true and correct with respect to each Loan transferred on
such day as if made on such day.

     (c) Notice of Breach. The representations and warranties set forth in this
Section 4.2 shall survive the transfer of an interest in the respective Assets
to the Deal Agent as agent for the Secured Parties. Upon discovery by the
Seller, the Servicer, any Secured Party, the Deal Agent, the Liquidity Agent of
any Investor of a breach of any of the foregoing representations and warranties,
the party discovering such breach shall give prompt written notice to the
others.


     SECTION 4.3    REPRESENTATIONS AND WARRANTIES OF THE SELLER RELATING TO THE
                    PURCHASE LIMIT AND CAPITAL LIMIT.

     The Seller is hereby deemed to represent and warrant that on each day prior
to the Termination Date, the amount of Capital outstanding on such day shall not
exceed the lesser of (x) the Purchase Limit or (y) the Capital Limit.


                                    ARTICLE V

                         GENERAL COVENANTS OF THE SELLER


     SECTION 5.1.   GENERAL COVENANTS.

     Until the date on which all Aggregate Unpaids have been indefeasibly paid
in full, the Seller hereby covenants that it will 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 the loss of which rights, franchises, qualifications and privileges
would have a material adverse effect on the Seller.

     SECTION 5.2.   COVENANTS OF SELLER.

     The Seller hereby covenants that:

     (a) Security Interests. Except as contemplated in this Agreement, the
Seller will not sell, pledge, assign or transfer to any other Person, or grant,
create, incur, assume or suffer to exist any Lien on any Loan or Related
Property that is in the Asset Pool, whether now existing or hereafter
transferred hereunder, or any interest therein, and the Seller will not sell,
pledge, assign or suffer to exist any Lien on its interest, if any, hereunder.
The Seller will promptly notify the

                                       46
<PAGE>   52

Deal Agent of the existence of any Lien on any Loan or Related Property that is
in the Asset Pool and the Seller shall defend the right, title and interest of
the Deal Agent as agent for the Secured Parties in, to and under any Loan and
the Related Property that is in the Asset Pool, against all claims of third
parties, provided, however, that nothing in this Section 5.2(a) shall prevent or
be deemed to prohibit the Seller from suffering to exist Permitted Liens upon
any Loan or any Related Property that is in the Asset Pool.

     (b) Delivery of Collections. The Seller agrees to pay to the Servicer
promptly (but in no event later than two Business Days after receipt) all
Collections (including any Deemed Collections) received by Seller in respect of
the Loans that are in the Asset Pool.

     (c) Compliance with the Law. The Seller hereby agrees to comply in all
respects with all Requirements of Law applicable to the Seller, the Loans that
are in the Asset Pool and the Related Property, if the failure to do so would
have a material adverse effect on the Seller, the Loans that are in the Asset
Pool or the Related Property.

     (d) Activities of Seller. The Seller shall not engage in any business or
activity of any kind, or enter into any transaction or indenture, mortgage,
instrument, agreement, contract, lease or other undertaking, which is not
authorized by or related to the transactions contemplated by the Transaction
Documents.

     (e) Indebtedness. The Seller shall not create, incur, assume or suffer to
exist any Indebtedness or other liability whatsoever, except (i) obligations
incurred under this Agreement or the Purchase Agreement and instruments related
thereto, or under any Hedging Agreement required by Section 5.4(a), or (ii)
liabilities incident to the maintenance of its corporate existence in good
standing.

     (f) Guarantees. The Seller shall not become or remain liable, directly or
indirectly, in connection with any Indebtedness or other liability of any other
Person, whether by guarantee, endorsement (other than endorsements of negotiable
instruments for deposit or collection in the ordinary course of business),
agreement to purchase or repurchase, agreement to supply or advance funds, or
otherwise.

     (g) Investments. The Seller shall not make or suffer to exist any loans or
advances to, or extend any credit to, or make any investments (by way of
transfer of property, contributions to capital, purchase of stock or securities
or evidences of indebtedness, acquisition of the business or assets, or
otherwise) in, any Person except for purchases of Loans and other Assets
pursuant to the Purchase Agreement, or for investments in Permitted Investments
in accordance with the terms of this Agreement.

     (h) Merger Sales. The Seller shall not enter into any transaction of merger
or consolidation, or liquidate or dissolve itself (or suffer any liquidation or
dissolution), or acquire or be acquired by any Person, or convey, sell, lease or
otherwise dispose of all or substantially all of its property or business,
except as provided for in this Agreement.


                                       47
<PAGE>   53



     (i) Distributions. The Seller may, provided it is in compliance with any
applicable State laws and no Early Amortization Event has occurred or will occur
as a result thereof, declare or pay, directly or indirectly, any dividend or
make any other distribution (whether in cash or other property) with respect to
the profits, assets or capital of the Seller or any Person's interest therein,
or purchase, redeem or otherwise acquire for value any of its capital stock now
or hereafter outstanding.

     (j) Agreements. The Seller shall not become a party to, or permit any of
its properties to be bound by, any indenture, mortgage, instrument, contract,
agreement, lease or other undertaking, except this Agreement, the Purchase
Agreement and any Hedging Agreement or amend or modify the provisions of its
operating agreement, without the consent of the Deal Agent, or issue any power
of attorney except to the Deal Agent or the Servicer.

     (k) Separate Corporate Existence. The Seller shall:

          (i) Maintain its own deposit account or accounts, separate from those
     of any Affiliate, with commercial banking institutions. The funds of the
     Seller will not be diverted to any other Person or for other than corporate
     uses of the Seller.

          (ii) Ensure that, to the extent that it shares the same officers or
     other employees as any of its stockholders or Affiliates, the salaries of
     and the expenses related to providing benefits to such officers and other
     employees shall be fairly allocated among such entities, and each such
     entity shall bear its fair share of the salary and benefit costs associated
     with all such common officers and employees.

          (iii) Ensure that, to the extent that it jointly contracts with any of
     its stockholders or Affiliates to do business with vendors or service
     providers or to share overhead expenses, the costs incurred in so doing
     shall be allocated fairly among such entities, and each such entity shall
     bear its fair share of such costs. To the extent that the Seller contracts
     or does business with vendors or service providers when the goods and
     services provided are partially for the benefit of any other Person, the
     costs incurred in so doing shall be fairly allocated to or among such
     entities for whose benefit the goods and services are provided, and each
     such entity shall bear its fair share of such costs. All material
     transactions between Seller and any of its Affiliates shall be only on an
     arm's length basis.

          (iv) Maintain a principal executive and administrative office through
     which its business is conducted separate from those of its Affiliates. To
     the extent that Seller and any of its stockholders or Affiliates have
     offices in the same location, there shall be a fair and appropriate
     allocation of overhead costs among them, and each such entity shall bear
     its fair share of such expenses.



                                       48
<PAGE>   54



          (v) Conduct its affairs strictly in accordance with its Certificate of
     Incorporation and observe all necessary, appropriate and customary
     corporate formalities, including, but not limited to, holding all regular
     and special stockholders, and directors' meetings appropriate to authorize
     all corporate action, keeping separate and accurate minutes of its
     meetings, passing all resolutions or consents necessary to authorize
     actions taken or to be taken, and maintaining accurate and separate books,
     records and accounts, including, but not limited to, payroll and
     intercompany transaction accounts.

          (vi) Take or refrain from taking, as applicable, each of the
     activities specified in the "non-consolidation" opinion of Bingham Dana LLP
     delivered on the Closing Date, upon which the conclusions expressed therein
     are based.

     (l) Location of Seller Records Instruments. The Seller (x) shall not move
the location of its principal executive office, without 30 days' prior written
notice to the Deal Agent and (y) shall not move, or consent to the Servicer or
Collateral Custodian moving, the Loan Documents without 30 days' prior written
notice to the Deal Agent and (z) will promptly take all actions required of each
relevant jurisdiction in order to continue the first priority perfected security
interest of the Deal Agent as agent for the Secured Parties (except for
Permitted Liens) in all Assets in the Asset Pool, including delivery of an
opinion of counsel acceptable to the Deal Agent.

     (m) ERISA Matters. The Seller will not (a) engage or permit any ERISA
Affiliate to engage in any prohibited transaction for which an exemption is not
available or has not previously been obtained from the United States Department
of Labor; (b) permit to exist any accumulated funding deficiency, as defined in
Section 302(a) of ERISA and Section 412(a) of the Code, or funding deficiency
with respect to any Benefit Plan other than a Multiemployer Plan; (c) fail to
make any payments to a Multiemployer Plan that the Seller or any ERISA Affiliate
may be required to make under the agreement relating to such Multiemployer Plan
or any law pertaining thereto; (d) terminate any Benefit Plan so as to result in
any liability; or (e) permit to exist any occurrence of any reportable event
described in Title IV of ERISA.

     (n) Originator Assets. With respect to each Asset acquired by the Seller,
the Seller will (i) acquire such Asset pursuant to and in accordance with the
terms of the Purchase Agreement, (ii) take all action necessary to perfect,
protect and more fully evidence the Seller's ownership of such Asset, including,
without limitation, (a) filing and maintaining, effective financing statements
(Form UCC-l) against the Originator in all necessary or appropriate filing
offices, and filing continuation statements, amendments or assignments with
respect thereto in such filing offices and (b) executing or causing to be
executed such other instruments or notices as may be necessary or appropriate,
(iii) perform in accordance with those terms of the Assets requiring performance
thereof by the Seller, and (vi) take all additional action that the Deal Agent
may reasonably request to perfect, protect and more fully evidence the
respective interests of the parties to this Agreement in the Assets and interest
therein represented by the Asset Interests.


                                       49
<PAGE>   55


     (o) Transactions with Affiliates. The Seller will not enter into, or be a
party to, any transaction with any of its Affiliates, except (i) the
transactions permitted or contemplated by this Agreement, the Purchase Agreement
and any Hedging Agreements and (ii) other transactions (including, without
limitation, the lease of office space or computer equipment or software by the
Seller to or from an Affiliate) (A) in the ordinary course of business, (B)
pursuant to the reasonable requirements of the Seller's business, (C) upon fair
and reasonable terms that are no less favorable to the Seller than could be
obtained in a comparable arm's-length transaction with a Person not an Affiliate
of the Seller, and (D) not inconsistent with the factual assumptions set forth
in the "non-consolidation" legal opinion letter issued by Bingham Dana LLP and
delivered to the Deal Agent as a condition to the initial Purchase, as such
assumptions may be modified in any subsequent opinion letters delivered to the
Deal Agent pursuant to Section 3.2 or otherwise. It is understood that any
compensation arrangement for officers shall be permitted under clause (ii)(A)
through (C) above if such arrangement has been expressly approved by the board
of directors of the Seller.

     (p) Change in the Purchase Agreement. The Seller will not amend, modify,
waive or terminate any terms or conditions of the Purchase Agreement, without
the consent of Deal Agent.

     (q) Amendment to Certificate of Incorporation. The Seller will not amend,
modify or otherwise make any change to its Certificate of Incorporation which
would delete or otherwise nullify or circumvent the provisions set forth on
Exhibit C hereto.

     (r) Credit and Collection Policies. The Seller shall take all actions
necessary to comply with the terms of the Credit and Collection Policies, and
the Seller shall not cause or permit any changes to be made to the Credit and
Collection Policies in any manner that would materially and adversely affect the
collectibility of the Loans that are in the Asset Pool without the prior written
consent of the Deal Agent.

     (s) Accounting of Purchases. Other than for federal, state and local income
tax purposes, the Seller will not account for or treat (whether in financial
statements or otherwise) the transactions contemplated hereby in any manner
other than as the sale, or absolute assignment, of Assets by the Seller to a
Purchaser. The Seller will not account for or treat (whether in financial
statements or otherwise) the transaction contemplated by the Purchase Agreement
in any manner other than as the sale, or absolute assignment, of the Originator
Assets by the Originator to the Seller, as the case may be.

     (t) AIG Policy, AIG 2 Policy and Ex-Im Policy. If any AIG Loans, AIG 2
Loans, or Ex-Im 2 Loans are outstanding, (i) on or before the expiration of the
then existing AIG Policy, AIG Policy 2 or Ex-Im Policy, as applicable, the
Seller will deliver to the Deal Agent a copy of a renewal or replacement AIG
Policy, AIG Policy 2 or Ex-Im Policy, as applicable, showing the Seller as an
insured and the Deal Agent as loss payee, and the Seller will notify the Deal
Agent on or before such expiration date of any Obligor under an AIG Loan, AIG 2
Loan or Ex-Im 2 Loan, as applicable, that has been excluded from policy coverage
upon such renewal or replacement; (ii) the Seller will comply with all
warranties, covenants and agreements of the

                                       50
<PAGE>   56

"Insured" under the AIG Policy, AIG Policy 2 or Ex-Im Policy, as applicable;
(iii) the Seller will cooperate with the Servicer and take all actions
reasonably required by the Servicer to collect amounts due under the AIG Policy,
AIG Policy 2 or Ex-Im Policy, as applicable and (iv) either (a) the FIB Bond
will have been pledged to the Deal Agent to cover the deductible under the AIG
Policy and AIG Policy 2 or (b) amounts sufficient to cover the deductible amount
of the AIG Policy or AIG Policy 2 will be on deposit in the Cash Collateral
Account, as applicable.

     (u) FIB Existing Account/Establishment of Lock-Box Account. As long as any
Collections are held therein, the Seller will not grant, create, incur or suffer
to exist any Adverse Claim with respect to the Collections in the FIB Existing
Account. The Seller will promptly notify the Deal Agent of the existence of any
Adverse Claim with respect to any Collections in the FIB Existing Account and
the Seller shall defend the right, title and interest of the Deal Agent as agent
for the Secured Parties in such Collections against all claims of third parties.
Upon the request of the Deal Agent, the Seller shall cause a Lock-Box Account to
be established within five (5) Business Days and shall promptly transfer all
Collections in the FIB Existing Account into such Lock-Box Account.

     SECTION 5.3 RELEASE OF LIEN.

         At the same time as (i) any Loan in the Asset Pool expires by its terms
and all amounts in respect thereof have been paid by the related Obligor and
deposited in the Collection Account or (ii) any Loan becomes a Prepaid Loan and
all amounts in respect thereof have been paid by the related Obligor and
deposited in the Collection Account, the Deal Agent as agent for the Purchasers
will, to the extent requested by the Servicer, release its interest in such Loan
and Loan Documents.

     SECTION 5.4 HEDGE AGREEMENT.

     (a) On or prior to each Purchase Date for any Purchase, the Seller shall
enter into one or more Hedge Transactions for that Purchase, provided that each
such Hedge Transaction shall:

          (i) be entered into with a Hedge Counterparty and governed by a
     Hedging Agreement;

          (ii) have monthly payment periods the first of which commences on the
     Purchase Date of that Purchase and the last of which ends on the last
     Scheduled Payment due to occur under the Loans to which that Purchase
     relates;

          (iii) have an amortizing notional amount such that the Hedge Notional
     Amount in effect during any monthly payment period shall be equal to at
     least seventy-five percent (75%) but not more than one hundred percent
     (100%) of the aggregate Capital outstanding of Commercial Loans hereunder;
     provided, however, that the above percentage shall increase to one hundred
     percent (100%) for any period during which the

                                       51
<PAGE>   57

     difference between the Portfolio Yield and the Adjusted Eurodollar Rate is
     less than 2%; and

          (iv) provide for two series of monthly payments to be netted against
     each other, one such series being payments to be made by the Seller to a
     Hedge Counterparty (solely on a net basis) by reference to a fixed interest
     rate, and the other such series being payments to be made by the Hedge
     Counterparty to the Deal Agent (solely on a net basis) by reference to the
     money market yield of the rate set forth in Federal Reserve Statistical
     Release H.15 (519) under the caption "Commercial Paper-Nonfinancial" for a
     30-day maturity as in effect on the first day of each monthly payment
     period, the net amount of which shall be paid into the Collection Account
     (if payable by the Hedge Counterparty) or from the Collection Account to
     the extent funds are available under Section 2.7 or 2.9 of this Agreement
     (if payable by the Seller).

     (b) As additional security hereunder, Seller hereby assigns to the Deal
Agent, as agent for the Secured Parties, all right, title and interest of Seller
in each Hedging Agreement, each Hedge Transaction, and all present and future
amounts payable by a Hedge Counterparty to Seller under or in connection with
the respective Hedging Agreement and Hedge Transaction(s) with that Hedge
Counterparty ("Hedge Collateral"), and grants a security interest to the Deal
Agent, as agent for the Secured Parties, in the Hedge Collateral. Seller
acknowledges that, as a result of that assignment, Seller may not, without the
prior written consent of the Deal Agent, exercise any rights under any Hedging
Agreement or Hedge Transaction, except for Seller's right under any Hedging
Agreement to enter into Hedge Transactions in order to meet the Seller's
obligations under Section 5.4(a) hereof. Nothing herein shall have the effect of
releasing the Seller from any of its obligations under any Hedging Agreement or
any Hedge Transaction, nor be construed as requiring the consent of the Deal
Agent or any Secured Party for the performance by Seller of any such
obligations.

     SECTION 5.5 RETRANSFER OF INELIGIBLE LOANS.

     In the event of a breach of any representation or warranty set forth in
Section 4.2 with respect to a Loan in the Asset Pool (each such Loan, an
"Ineligible Loan") which breach results in a Trigger Event, or would result in a
Trigger Event at the next Determination Date or other date of determination, no
later than thirty (30) days after the earlier of (i) knowledge by the Seller of
such Loan becoming an Ineligible Loan and causing a Trigger Event or prospective
Trigger Event, and (ii) receipt by the Seller from the Deal Agent or Servicer of
written notice thereof, the Seller shall either (a) accept the retransfer of
each such Ineligible Loan, and the Deal Agent as agent for the Purchasers shall
convey to the Seller, without recourse, representation or warranty, all of its
right, title and interest in such Ineligible Loan; or (b) subject to the
satisfaction of the conditions in Section 2.9, substitute for such Ineligible
Loan a Substitute Loan; provided, however, that no such retransfer shall be
required to be made with respect to such Ineligible Loan (and such Loan shall
cease to be an Ineligible Loan) if, on or before the expiration of such 30-day
period, the representations and warranties in Section 4.2 with respect to such
Loan shall be made true and correct in all material respects with respect to
such Loan as if such Loan had been

                                       52
<PAGE>   58

transferred to the Purchasers on such day. Notwithstanding anything contained in
this Section 5.5 to the contrary, in the event of breach of any representation
and warranty set forth in Section 4.2, with respect to any interest in each Loan
and the Related Property having been conveyed to the Purchasers free and clear
of any Lien of any Person claiming through or under the Seller and its
Affiliates (other than Permitted Liens) and in compliance in all material
respects, with all Requirements of Law applicable to the Seller, immediately
upon the earlier to occur of the discovery of such breach by the Seller or
receipt by the Seller of written notice of such breach given by the Deal Agent,
the Seller shall repurchase and the Deal Agent on behalf of the Secured Parties
shall convey, free and clear of any Lien created pursuant to this Agreement, all
of its right, title and interest in such Ineligible Loan, and the Deal Agent
shall, in connection with such conveyance and without further action, be deemed
to represent and warrant on behalf of the Secured Parties that it has the
corporate authority and has taken all necessary corporate action to accomplish
such conveyance, but without any other representation or warranty, express or
implied. In any of the foregoing instances, the Seller shall accept the
retransfer of each such Ineligible Loan, and the Aggregate Outstanding Loan
Balance shall be reduced by the Outstanding Loan Balance of each such Ineligible
Loan and, if applicable, increased by the Outstanding Loan Balance of each such
Substitute Loan. On and after the date of retransfer, the Ineligible Loan so
retransferred shall not be included in the Asset Pool and, as applicable, the
Substitute Loan shall be included in the Asset Pool. In consideration of such
retransfer without substitution of a Substitute Loan, the Seller shall, on the
date of retransfer of such Ineligible Loan, make a deposit to the Collection
Account (for allocation pursuant to Section 2.7) in immediately available funds
in an amount equal to the Outstanding Loan Balance of such Ineligible Loan (to
the extent that the Deemed Collections with respect to such Ineligible Loan have
not already been deposited in the Collection Account), plus interest thereon
from the last day of the immediately preceding Fixed Period to and including the
date of repurchase at a rate per annum equal to the weighted average of the
Yield Rates. Upon each retransfer to the Seller of such Ineligible Loan, the
Deal Agent, as agent for the Purchasers, shall automatically and without further
action be deemed to transfer, assign and set-over to the Seller without
recourse, representation or warranty, all the right, title and interest of the
Deal Agent, as agent for the Purchasers, in, to and under such Ineligible Loan
and all monies due or to become due with respect thereto, and all proceeds of
such Ineligible Loan and Recoveries and Insurance Proceeds relating thereto and
all rights to Related Property and other security for any such Ineligible Loan,
and all proceeds and products of the foregoing. The Deal Agent, as agent for the
Purchasers, shall, at the sole expense of the Servicer execute such documents
and instruments of transfer as may be prepared by the Servicer on behalf of the
Seller and take other such actions as shall reasonably be requested by the
Seller to effect the transfer of such Ineligible Loan pursuant to this
subsection.

     SECTION 5.6 RETRANSFER OF ASSETS.

     In the event of a breach of any representation or warranty set forth in
Section 4.2 hereof which breach could reasonably be expected to have a material
adverse effect on the rights of the Secured Parties or the Deal Agent, as agent
of the Secured Parties, or on the ability of the Seller to perform its
obligations hereunder, by notice then given in writing to the Seller, the Deal
Agent

                                       53
<PAGE>   59

may direct the Seller to accept the retransfer of all of the Assets, in which
case the Seller shall be obligated to accept retransfer of such Assets on a
Payment Date specified by the Seller which date shall be at least thirty (30)
days after the date of such notice (such date, the "Retransfer Date") and to
terminate all Hedge Transactions prior to the Retransfer Date; provided,
however, that no such retransfer shall be required to be made if, on or before
expiration of such applicable period, the representations and warranties
contained in Section 4.2 shall then be true and correct in all material
respects. The Seller shall deposit on the Retransfer Date an amount equal to the
deposit amount provided below for such Assets in the Collection Account for
distribution to the Secured Parties in accordance with Section 2.7. The deposit
amount (the "Retransfer Amount") for such retransfer will be equal to (a) the
Aggregate Unpaids minus (b) the amount, if any, available in the Collection
Account on such Payment Date. On the Retransfer Date, provided that the full
Retransfer Amount has been deposited into the Collection Account, the Assets
shall be transferred to the Seller; and the Deal Agent as agent for the Secured
Parties shall, at the sole expense of the Servicer, execute and deliver such
instruments of transfer, in each case without recourse, representation or
warranty, as shall be prepared and reasonably requested by the Servicer on
behalf of the Seller to vest in the Seller, or its designee or assignee, all
right, title and interest of the Deal Agent as agent for the Secured Parties in,
to and under the Assets. If the Deal Agent gives a notice directing the Seller
to accept such a retransfer as provided above, the obligation of Seller to
accept a retransfer pursuant to this Section 5.6 shall constitute the sole
remedy respecting a breach of the representations and warranties contained in
Section 4.2 available to the Secured Parties and the Deal Agent on behalf of the
Secured Parties.

     SECTION 5.7 YEAR 2000 COMPATIBILITY.

     The Seller shall take all action necessary to assure that, prior to January
1, 2000, the Seller's computer system is able to operate and effectively process
data including dates on and after January 1, 2000. At the request of the Deal
Agent, the Seller shall provide assurance acceptable to the Deal Agent of the
Seller's Year 2000 compatibility.


                                   ARTICLE VI

                      ADMINISTRATION AND SERVICING OF LOANS

     SECTION 6.1 APPOINTMENT AND ACCEPTANCE; DUTIES.

     The Seller hereby appoints FIB as Servicer pursuant to this Agreement. FIB
accepts such appointment and agrees to act as the Servicer pursuant to this
Agreement to service the Transferred Loans and to serve in such capacity until
the termination of its responsibilities pursuant to Section 6.26. HSBC is hereby
appointed as Backup Servicer and Collateral Custodian pursuant to this
Agreement. HSBC accepts the appointment and agrees to act as the Backup Servicer
and Collateral Custodian pursuant to this Agreement.


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<PAGE>   60



     SECTION 6.2 DUTIES AND RESPONSIBILITIES OF THE SERVICER AND THE COLLATERAL
                 CUSTODIAN.

     (a) The Servicer shall conduct the servicing, administration and collection
of the Transferred Loans and shall take, or cause to be taken, all such actions
as may be necessary or advisable to service, administer and collect Transferred
Loans from time to time on behalf of the Purchasers. The Servicer will perform
its servicing duties with reasonable care, using that degree of skill and
attention that a prudent person engaging in such activities would exercise, but
in any event shall not act with less care than the Servicer exercises with
respect to all comparable loans that it services for itself or others. Neither
the Secured Parties, the Deal Agent nor the Collateral Custodian shall have any
obligation or liability with respect to any Transferred Loans, nor shall any of
them be obligated to perform any of the obligations of the Servicer hereunder.

     (b) The duties of the Servicer, as the Purchasers' agent, shall include,
without limitation:

          (i) preparing and submitting of claims to, and post-billing liaison
     with, Obligors on Transferred Loans;

          (ii) maintaining all necessary Servicing Records with respect to the
     Transferred Loans and providing such reports to the Liquidity Agent and the
     Deal Agent in respect of the servicing of the Transferred Loans (including
     information relating to its performance under this Facility) as may be
     required hereunder or as the Liquidity Agent or the Deal Agent may
     reasonably request;

          (iii) maintaining and implementing administrative and operating
     procedures (including, without limitation, an ability to recreate Servicing
     Records evidencing the Transferred Loans in the event of the destruction of
     the originals thereof) and keeping and maintaining all documents, books,
     records and other information reasonably necessary or advisable for the
     collection of the Transferred Loans (including, without limitation, records
     adequate to permit the identification of each new Transferred Loan and all
     Collections of and adjustments to each existing Transferred Loan);

          (iv) promptly delivering to the Deal Agent, from time to time, such
     information and Servicing Records relating to the Transferred Loans
     (including information relating to its performance under this Facility) as
     the Deal Agent may from time to time reasonably request;

          (v) identifying each Transferred Loan clearly and unambiguously in its
     Servicing Records to reflect that such Transferred Loan is owned by the
     Purchasers;

          (vi) complying in all material respects with the Credit and Collection
     Policies in regard to each Transferred Loan;


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<PAGE>   61



          (vii) complying in all material respects with all applicable laws,
     rules, regulations and orders with respect to it, its business and
     properties and all Transferred Loans and Collections with respect thereto;

          (viii) preserving and maintaining its existence, rights, franchises
     and privileges as a bank and trust company organized under the laws of the
     State of Connecticut and qualifying to and remaining authorized to perform
     obligations as Servicer (including enforcement of collection of Transferred
     Loans on behalf of the Secured Parties) in each jurisdiction where the
     failure to preserve and maintain such existence, rights, franchises,
     privileges and qualification would materially adversely affect (a) the
     rights or interests of the Secured Parties in the Transferred Loans, (b)
     the collectibility of any Transferred Loan, or (c) the ability of the
     Servicer to perform its obligations hereunder;

          (ix) immediately, but not later than three (3) Business Days after
     such occurrence, notifying the Liquidity Agent and the Deal Agent of the
     occurrence of an Early Amortization Event (including, without limitation, a
     material adverse change in the financial condition of the Originator);

          (x) notifying the Liquidity Agent and the Deal Agent of any material
     action, suit, proceeding, dispute, offset deduction, defense or
     counterclaim that is or may be (1) asserted by an Obligor with respect to
     any Transferred Loan; or (2) reasonably expected to have a material adverse
     effect on the Loans as a whole or on the ability of the Servicer or the
     Originator to perform its obligations under the Transaction Documents or on
     the Servicer or the Seller or any of their respective property; and

          (xi) notifying the Deal Agent of any change in the Credit and
     Collections Policies.

     (c) Disposition Upon Defaulted Loan. Upon any Loan in the Asset Pool
becoming a Defaulted Loan, the Servicer will use commercially reasonable efforts
in accordance with the Credit and Collection Policies to dispose of any Related
Property. Without limiting the generality of the foregoing, to the extent
provided by law, the Servicer may dispose of any such Related Property by
purchasing such Related Property or by selling such Related Property to any of
its Affiliates for a purchase price equal to the fair market value thereof, any
such sale to be evidenced by a certificate of a Responsible Officer of the
Servicer delivered to the Deal Agent setting forth the Loan, the Related
Property, the sale price of the Related Property and certifying that such sale
price is the fair market value of such Related Property.

     (d) Further Assurances. The Deal Agent will, at the sole expense of the
Servicer, furnish the Servicer with any powers of attorney and other documents
necessary or appropriate to enable the Servicer to carry out its servicing and
administrative duties under this Agreement.

     (e) Custodial Duties. The Collateral Custodian shall take and retain
custody of the Required Loan Documents delivered by the Seller in accordance
with the terms and conditions of

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<PAGE>   62

this Agreement, all for the benefit of the Purchasers and subject to the Lien
thereon in favor of the Deal Agent as agent for the Secured Parties. Within five
Business Days of its receipt of any Required Loan Document, the Collateral
Custodian shall review the related Required Loan Documents to verify that such
Required Loan Documents have been executed and have no missing or mutilated
pages and to confirm that such Loan is referenced on the related list of Loans
delivered in connection with the related Purchase Certificate. In order to
facilitate the foregoing review by the Collateral Custodian, in connection with
each delivery of Required Loan Documents hereunder to the Collateral Custodian,
the Servicer shall provide to the Collateral Custodian an electronic file (in
EXCEL or a comparable format) that contains the related list of Required Loan
Documents or which otherwise contains the Loan number and the name of the
Obligor with respect to each related Loan. If, at the conclusion of such review,
the Collateral Custodian shall determine that such Required Loan Documents are
not executed or in proper form on its face, or that the respective Loan is not
referenced on such list of Required Loan Documents, the Collateral Custodian
shall promptly notify the Seller and the Deal Agent of such determination by
providing a written report to such Persons setting forth, with particularity,
the lack of execution of such Required Loan Documents, that such Required Loan
Documents have missing or mutilated pages, or the fact that such Loan was not
referenced on the related list. In addition, unless instructed otherwise in
writing by the Seller or the Deal Agent within 10 days of the Collateral
Custodian's delivery of such report, the Collateral Custodian shall return any
Required Loan Documents not referenced on such list of Loans to the Seller.
Other than the foregoing, the Collateral Custodian shall not have any
responsibility for reviewing any Required Loan Documents.

     In taking and retaining custody of the Required Loan Documents, the
Collateral Custodian shall be deemed to be acting as the agent of the Deal Agent
as agent for the Purchasers and Secured Parties, provided, however, that the
Collateral Custodian makes no representations as to the existence, perfection or
priority of any Lien on the Required Loan Documents or the instruments therein,
and provided, further, that the Collateral Custodian's duties as agent shall be
limited to those expressly contemplated herein. All Required Loan Documents
shall be kept in fireproof vaults or cabinets at the locations specified on
Schedule V attached hereto, or at such other office as shall be specified to the
Deal Agent by the Collateral Custodian in a written notice delivered at least 45
days prior to such change. All Required Loan Documents shall be placed together
in a separate file cabinet with an appropriate identifying label and maintained
in such a manner so as to permit retrieval and access. All Required Loan
Documents shall be clearly segregated from any other documents or instruments
maintained by the Collateral Custodian. The Collateral Custodian shall clearly
indicate that such Required Loan Documents are the sole property of the
Purchasers and that the Seller has granted an interest therein to the Deal Agent
on behalf of the Secured Parties. In performing its duties, the Collateral
Custodian shall use the same degree of care and attention as it employs with
respect to similar contracts which it holds as Collateral Custodian.


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<PAGE>   63



     (f) Concerning the Collateral Custodian.

          (i) The Collateral Custodian may conclusively rely on and shall be
     fully protected in acting upon any certificate, instrument, opinion,
     notice, letter, telegram or other document delivered to it and which in
     good faith it reasonably believes to be genuine and which has been signed
     by the proper party or parties. The Collateral Custodian may rely
     conclusively on and shall be fully protected by in acting upon (a) the
     written instructions of any designated officer of the Deal Agent (and shall
     provide a copy thereof to the Seller) or (b) the verbal instructions of the
     Deal Agent, which the Collateral Custodian shall promptly confirm in
     writing (and shall provide a copy thereof to the Seller).

          (ii) The Collateral Custodian may consult counsel satisfactory to it
     and the written advice or opinion of such counsel shall be full and
     complete authorization and protection in respect of any action taken,
     suffered or omitted by it hereunder in good faith and in accordance with
     the advice or opinion of such counsel.

          (iii) The Collateral Custodian shall not be liable for any error of
     judgment, or for any act done or step taken or omitted by it, in good
     faith, or for any mistakes of fact or law, or for anything which it may do
     or refrain from doing in connection herewith except in the case of its
     willful misconduct or grossly negligent performance or omission.

          (iv) The Collateral Custodian makes no warranty or representation and
     shall have no responsibility (except as expressly set forth in this
     Agreement) as to the content, enforceability, completeness, validity,
     sufficiency, value, genuineness, ownership or transferability of the Loans,
     and will not be required to and will not make any representations as to the
     validity or value (except as expressly set forth in this Agreement) of any
     of the Loans. The Collateral Custodian shall not be obligated to take any
     legal action hereunder which might in its judgment involve any expense or
     liability unless it has been furnished with an indemnity reasonably
     satisfactory to it.

          (v) The Collateral Custodian shall have no duties or responsibilities
     except such duties and responsibilities as are specifically set forth in
     this Agreement and no covenants or obligations shall be implied in this
     Agreement against the Collateral Custodian.

          (vi) Except for overhead and general administrative expenses, the
     Collateral Custodian shall not be required to expend or risk its own funds
     in the performance of its duties hereunder.

          (vii) It is expressly agreed and acknowledged that the Collateral
     Custodian is not guaranteeing performance of or assuming any liability for
     the obligations of the other parties hereto or any parties to the Loans.


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     SECTION 6.3 AUTHORIZATION OF THE SERVICER.

     (a) Each of the Originator, the Seller and the Deal Agent on behalf of the
Secured Parties and each Hedge Counterparty hereby authorizes the Servicer
(including any successor thereto) to take any and all reasonable steps in its
name and on its behalf necessary or desirable and not inconsistent with the sale
of the Transferred Loans to the Purchasers, in the determination of the
Servicer, to collect all amounts due under any and all Transferred Loans,
including, without limitation, endorsing any of their names on checks and other
instruments representing Collections, executing and delivering any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Transferred
Loans and, after the delinquency of any Transferred Loan and to the extent
permitted under and in compliance with applicable law and regulations, to
commence proceedings with respect to enforcing payment thereof, to the same
extent as the Originator could have done if it had continued to own such Loan.
The Originator, the Seller and the Deal Agent on behalf of the Secured Parties
and each Hedge Counterparty shall furnish the Servicer (and any successors
thereto) with any powers of attorney and other documents necessary or
appropriate to enable the Servicer to carry out its servicing and administrative
duties hereunder, and shall cooperate with the Servicer to the fullest extent in
order to ensure the collectibility of the Transferred Loans. In no event shall
the Servicer be entitled to make any Secured Party, any Hedge Counterparty, the
Collateral Custodian or the Deal Agent a party to any litigation without such
party's express prior written consent, or to make the Seller a party to any
litigation (other than any routine foreclosure or similar collection procedure)
without the Deal Agent's consent.

     (b) After an Early Amortization Event has occurred and is continuing, at
the Agent's direction the Servicer shall take such action as the Deal Agent may
deem necessary or advisable to enforce collection of the Transferred Loans;
provided, however, that the Deal Agent may, at any time that an Early
Amortization Event has occurred and is continuing, notify any Obligor with
respect to any Transferred Loans of the assignment of such Transferred Loans, to
the Deal Agent and direct that payments of all amounts due or to become due to
any other party thereunder be made directly to the Deal Agent or any servicer,
collection agent or lockbox or other account designated by the Deal Agent and,
upon such notification and at the expense of the Seller, the Deal Agent may
enforce collection of any such Transferred Loans and adjust, settle or
compromise the amount or payment thereof.

     SECTION 6.4  COLLECTION OF PAYMENTS.

     (a) Collection Efforts, Modification of Loans. The Servicer will make
reasonable efforts to collect all payments called for under the terms and
provisions of the Loans included in the Asset Pool as and when the same become
due, and will follow those collection procedures which it follows with respect
to all comparable Loans that it services for itself or others; provided,
however, that so long as FIB or the Servicer Assignee is the Servicer the
Servicer shall collect all payments in accordance with the Credit and Collection
Policies. The Servicer may not waive, modify or otherwise vary any provision of
a Loan that is included in the Asset Pool other than as permitted in the Credit
and Collection Policies or as permitted by the Deal Agent. The

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<PAGE>   65

Servicer may in its discretion waive any late payment charge or any other fees
that may be collected in the ordinary course of servicing any Loan included in
the Asset Pool.

     (b) Prepaid Loan. The Servicer may not permit a Loan in the Asset Pool to
become a Prepaid Loan (which shall not include a Loan that becomes a Prepaid
Loan due to a Casualty Loss), unless (x) the Servicer provides an Additional
Loan or (y) such prepayment will not result in the Collection Account receiving
an amount (the "Prepayment Amount") less than the sum of (a) the Outstanding
Loan Balance on the date of such prepayment, (b) any outstanding Servicer
Advances thereon, (c) all Hedge Breakage Costs owing to the relevant Hedge
Counterparty for any termination of one or more Hedge Transactions, in whole or
in part, as required by the terms of any Hedging Agreement as the result of any
such Loan becoming a Prepaid Loan, and (d) any accrued and unpaid Yield thereon
and all Breakage Costs arising as a result of such prepayment. After an Early
Amortization Event has occurred, the Servicer may not permit a Loan in the Asset
Pool to become a Prepaid Loan (which shall not include a Loan that becomes a
Prepaid Loan due to a Casualty Loss), unless the Servicer collects an amount
equal to the sum of (a) the Outstanding Loan Balance on the date of such
prepayment, (b) any outstanding Servicer Advances thereon, (c) all Hedge
Breakage Costs owing to the relevant Hedge Counterparty for any termination of
one or more Hedge Transactions, in whole or in part, as required by the terms of
any Hedging Agreement as the result of any such Loan becoming a Prepaid Loan,
and (d) any accrued and unpaid Yield thereon and all Breakage Costs arising as a
result of such prepayment.

     (c) Acceleration. The Servicer shall accelerate the maturity of all or any
Scheduled Payments under any Loan included in the Asset Pool under which a
default under the terms thereof has occurred and is continuing (after the lapse
of any applicable grace period) promptly after such Loan becomes a Defaulted
Loan; provided, however, that so long as FIB or the Servicer Assignee is the
Servicer the Servicer shall collect all Defaulted Loans in accordance with the
Credit and Collections Policies.

     (d) Taxes and other Amounts. To the extent provided for in any Loan
included in the Asset Pool, the Servicer will use its best efforts to collect
all payments with respect to amounts due for taxes, assessments and insurance
premiums relating to such Loans or the Related Property and remit such amounts
to the appropriate Governmental Authority or insurer on or prior to the date
such payments are due.

     (e) Payments to FIB Existing Account and Lock-Box Account. On or before
each applicable Purchase Date, the Servicer shall have instructed all Obligors
to make all payments in respect of the Loans in the Asset Pool to the FIB
Existing Account; provided, however, notwithstanding the foregoing, upon the
establishment of a Lock-Box Account pursuant to Section 5.2 hereof, the Servicer
shall promptly instruct all Obligors to make all payments in respect of the
Loans in the Asset Pool to a Lock-Box or directly to a Lock-Box Account.

     (f) Establishment of the Collection Account. The Servicer shall cause to be
established, on or before the Closing Date, and maintained in the name of the
Deal Agent, with a "Qualified Institution" (as hereinafter defined) the
Collection Account. A "Qualified Institution"

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<PAGE>   66

shall be a depository institution or trust company that at all times shall be
organized under the laws of the United States or any one of the States thereof
or the District of Columbia (or any domestic branch of a foreign bank), (i) (a)
which has either (1) a long-term unsecured debt rating of A- or better by S&P
and A3 or better by Moody's or (2) a short-term unsecured debt rating or
certificate of deposit rating of A-l or better by S&P or P-l or better by
Moody's, (b) the parent corporation of which has either (1) a long-term
unsecured debt rating of A- or better by S&P and A3 or better by Moody's or (2)
a short-term unsecured debt rating or certificate of deposit rating of A-l or
better by S&P and P-1 or better by Moody's or (c) is otherwise acceptable to the
Deal Agent and (ii) whose deposits are insured by the Federal Deposit Insurance
Corporation.

     (g) Establishment and Maintenance of the Cash Collateral Account. During
the time any AIG Loans or AIG 2 Loans are outstanding, the Servicer shall cause
to be established and maintained in the name of the Deal Agent, with a
"Qualified Institution" (as defined in subsection (f) above) the Cash Collateral
Account (the "Cash Collateral Account") unless the FIB Bond is pledged as
described herein.

     SECTION 6.5  SERVICER ADVANCES.

     For each Collection Period, if the Servicer determines that any Scheduled
Payment (or portion thereof) which was due and payable pursuant to a Loan in the
Asset Pool during such Collection Period was not received prior to the end of
such Collection Period, the Servicer may make an advance in an amount up to the
amount of such delinquent Scheduled Payment (or portion thereof); in addition,
if on any day there are not sufficient funds on deposit in the Collection
Account to pay accrued Yield on any Asset Interest the Fixed Period of which
ends on such day, the Servicer shall make an advance in the amount necessary to
pay such Yield (in either case, any such advance, a "Servicer Advance").
Notwithstanding the preceding sentence, (i) the Servicer shall be required to
make a Servicer Advance with respect to any Loan if, and only if, the Servicer
determines (such determination to be conclusive and binding) in good faith that
such Servicer Advance will ultimately be recoverable from future collections on,
or the liquidation of, the Asset Pool and payments by one or more Hedge
Counterparties under one or more Hedging Agreements, (ii) the Servicer's
obligation to make a Servicer Advance for any Loan shall cease on the day such
Loan becomes a Defaulted Loan or a Charged-Off Loan and (iii) any successor
Servicer, including the Backup Servicer, will not be obligated to make any
Servicer Advances. The Servicer will deposit any Servicer Advances into the
Collection Account on or prior to 11:00 a.m. (Charlotte, North Carolina time) on
the related Payment Date, in immediately available funds.

     SECTION 6.6 REALIZATION UPON DEFAULTED LOANS.

         The Servicer will use reasonable efforts to repossess or otherwise
comparably convert the ownership of any Related Property with respect to a
Defaulted Loan and will act as sales and processing agent for Related Property
which it repossesses. The Servicer will follow such other practices and
procedures as it deems necessary or advisable and as are customary and usual in
its servicing of loans and other actions by the Servicer in order to realize
upon such Related

                                       61
<PAGE>   67

Property, which practices and procedures may include reasonable efforts to
enforce all obligations of Obligors and repossessing and selling such Related
Property at public or private sale in circumstances other than those described
in the preceding sentence, provided, however, that so long as FIB or the
Servicer Assignee is Servicer the Servicer shall follow the practices and
procedures with respect to the servicing of loans and the realization upon any
Related Property as are set forth in the Credit and Collection Policies. Without
limiting the generality of the foregoing, the Servicer may sell any such Related
Property with respect to the Servicer or its Affiliates for a purchase price
equal to the then fair market value thereof, any such sale to be evidenced by a
certificate of a Responsible Officer of the Servicer delivered to the Deal Agent
setting forth the Loan, the Related Property, the sale price of the Related
Property and certifying that such sale price is the fair market value of such
Related Property. In any case in which any such Related Property has suffered
damage, the Servicer will not expend funds in connection with any repair or
toward the repossession of such Related Property unless it reasonably determines
that such repair and/or repossession will increase the Recoveries by an amount
greater than the amount of such expenses. The Servicer will remit to the
Collection Account the Recoveries received in connection with the sale or
disposition of Related Property with respect to a Defaulted Loan.

     SECTION 6.7 REPRESENTATIONS AND WARRANTIES OF BACKUP SERVICER AND
                 COLLATERAL CUSTODIAN.

     Each of the Backup Servicer and the Collateral Custodian represents and
warrants to the Deal Agent, as agent for the Secured Parties, and the Secured
Parties that, as of the Closing Date and on each Purchase Date, insofar as any
of the following affects the Backup Servicer's or the Collateral Custodian's, as
the case may be, ability to perform its obligations pursuant to this Agreement
in any material respect:

     (a) Organization and Good Standing. HSBC is a New York banking corporation
duly organized, validly existing and in good standing under the laws of the
State of New York with all requisite corporate power and authority to own its
properties and to conduct its business as presently conducted and to enter into
and perform its obligations pursuant to this Agreement.

     (b) Power and Authority. Each of the Backup Servicer and the Collateral
Custodian has the corporate power and authority to execute and deliver this
Agreement and to carry out its terms. Each of the Backup Servicer and the
Collateral Custodian has duly authorized the execution, delivery and performance
of this Agreement by all requisite corporate action.

     (c) No Violation. The consummation of the transactions contemplated by, and
the fulfillment of the terms of, this Agreement by the Backup Servicer and the
Collateral Custodian will not (i) conflict with, result in any breach of any of
the terms or provisions of, or constitute a default under, the charter or bylaws
of the Backup Servicer or the Collateral Custodian, or any term of any material
agreement, indenture, mortgage, deed of trust or other instrument to which the
Backup Servicer or the Collateral Custodian is a party or by which it or any of
its property is bound, (ii) result in the creation or imposition of any Lien
upon any of its properties pursuant to

                                       62
<PAGE>   68

the terms of any such indenture, agreement, mortgage, deed of trust or other
instrument, or (iii) violate any law, regulation, order, writ, judgment,
injunction, decree, determination or award of any Governmental Authority
applicable to HSBC or any of its properties that might (in the reasonable
judgment of the Backup Servicer or the Collateral Custodian, as the case may be)
materially and adversely affect the performance by the Backup Servicer or the
Collateral Custodian of its obligations under, or the validity or enforceability
of, this Agreement.

     (d) No Consent. No consent, approval, authorization, order, registration,
filing, qualification, license or permit (collectively, the "Consents") of or
with any Governmental Authority having jurisdiction over the Backup Servicer or
the Collateral Custodian or any of its respective properties is required to be
obtained by or with respect to the Backup Servicer or the Collateral Custodian
in order for the Backup Servicer or the Collateral Custodian, as the case may
be, to enter into this Agreement or perform its obligations hereunder (except
with respect to performance only, such Consents as the Backup Servicer or the
Collateral Custodian, as the case may be, may need to obtain prior to the
commencement of its performance of its duties hereunder in the certain
jurisdictions outside of New York, provided that in lieu of obtaining for itself
the requisite Consents, the Backup Servicer or the Collateral Custodian, as the
case may be, may and shall be permitted to delegate the performance of its
duties to parties having the requisite Consents in such jurisdictions; provided,
however, in the case of such delegation of performance the Backup Servicer or
the Collateral Custodian, as the case may be, shall not be relieved of their
responsibility under this Agreement with respect to such duties).

     (e) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of HSBC, enforceable against the Backup Servicer and the
Collateral Custodian in accordance with its terms, except as such enforceability
may be limited by (i) applicable Insolvency Laws and (ii) general principles of
equity (whether considered in a suit at law or in equity).

     (f) No Proceeding. There are no proceedings or investigations pending or,
to the best of its knowledge, threatened, against the Backup Servicer or the
Collateral Custodian, before any Governmental Authority (i) asserting the
invalidity of this Agreement, (ii) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement or (iii) seeking any
determination or ruling that might (in the reasonable judgment of the Backup
Servicer or the Collateral Custodian, as the case may be) materially and
adversely affect the performance by the Backup Servicer or the Collateral
Custodian of its obligations under, or the validity or enforceability of, this
Agreement.

     SECTION 6.8 MAINTENANCE OF INSURANCE POLICIES.

     The Servicer will require that each Obligor with respect to a Loan included
in the Asset Pool maintains an Insurance Policy with respect to each Loan and
the Related Property, in accordance with the Credit and Collection Policies. In
connection with its activities as Servicer, the Servicer agrees to present, or
to require the Obligor to present, on behalf of the Deal Agent as agent for the
Secured Parties, claims to the insurer under each Insurance Policy and any such


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liability policy, and to settle, adjust and compromise such claims, in each
case, consistent with the terms of each related Loan.

     SECTION 6.9 REPRESENTATIONS AND WARRANTIES OF SERVICER.

     The Servicer represents and warrants to the Deal Agent, as agent for the
Secured Parties, each Secured Party, the Liquidity Agent and each Investor that,
as of the Closing Date and on each Purchase Date:

     (a) Organization and Good Standing. The Servicer is a bank and trust
company organized under the laws of the State of Connecticut duly organized and
validly existing with all requisite corporate power and authority to own its
properties and to conduct its business as presently conducted and to enter into
and perform its obligations pursuant to this Agreement.

     (b) Due Qualification. The Servicer is qualified to do business, is in good
standing, and has obtained all licenses and approvals as required under the laws
of all jurisdictions in which the ownership or lease of its property and or the
conduct of its business (other than the performance of its obligations
hereunder) requires such qualification, standing, license or approval, except to
the extent that the failure to so qualify, maintain such standing or be so
licensed or approved would not have a material adverse effect on the interests
of the Seller or of the Purchasers. The Servicer is qualified to do business, is
in good standing, and has obtained all licenses and approvals as required under
the laws of all states in which the performance of its obligations pursuant to
this Agreement requires such qualification, standing, license or approval and
where the failure to qualify or obtain such license or approval would have
material adverse effect on its ability to perform hereunder.

     (c) Power and Authority. The Servicer has the corporate power and authority
to execute and deliver this Agreement and to carry out its terms. The Servicer
has duly authorized the execution, delivery and performance of this Agreement by
all requisite corporate action. The execution, delivery and performance of this
Agreement does not contravene the Servicer's Certificate of Incorporation or
by-laws.

     (d) No Violation. The consummation of the transactions contemplated by, and
the fulfillment of the terms of, this Agreement by the Servicer (with or without
notice or lapse of time) will not (i) conflict with, result in any breach of any
of the terms or provisions of, or constitute a default under, the certificate of
incorporation or by-laws of the Servicer, or any term of any agreement,
indenture, mortgage, deed of trust of other instrument to which the Servicer is
a party or by which it or any of its property is bound, (ii) result in the
creation or imposition of any Lien upon any of its properties pursuant to the
terms of any such indenture, agreement, mortgage, deed of trust or other
instrument, or (iii) violate any law, regulation, order, writ, judgment,
injunctions, decree, determination or award of any Governmental Authority
applicable to the Servicer or any of its properties.


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     (e) No Consent. No consent, approval, authorization, order, registration,
filing, qualification, license or permit of or with any Governmental Authority
having jurisdiction over the Servicer or any of its properties is required to be
obtained by or with respect to the Servicer in order for the Servicer to enter
into this Agreement or perform its obligations hereunder.

     (f) Binding Obligation. This Agreement constitutes a legal, valid and
binding obligation of the Servicer, enforceable against the Servicer in
accordance with its terms, except as such enforceability may be limited by (i)
applicable Insolvency Laws and (ii) general principles of equity (whether
considered in a suit at law or in equity).

     (g) No Proceeding. There are no proceedings or investigations pending or
threatened against the Servicer, before any Governmental Authority (i) asserting
the invalidity of this Agreement, (ii) seeking to prevent the consummation of
any of the transactions contemplated by this Agreement or (iii) seeking any
determination or ruling that might (in the reasonable judgment of the Servicer)
materially and adversely affect the performance by the Servicer of its
obligations under, or the validity or enforceability of, this Agreement.

     (h) Reports Accurate. No Servicer Certificate, information, exhibit,
financial statement, document, book, Servicer Record or report furnished or to
be furnished by the Servicer to the Deal Agent or a Secured Party in connection
with this Agreement is or will be inaccurate in any material respect as of the
date it is or shall be dated or (except as otherwise disclosed to the Deal Agent
or such Secured Party, as the case may be, at such time) as of the date so
furnished.

     (i) Investment Company Act.

          (i) The Servicer represents and warrants that the Servicer has never
     been, is not now, and will not in the future be operated in such a manner
     as to cause the Servicer to be an "investment company," as such term is
     defined in Section 3 of the 1940 Act; and

          (ii) The Servicer represents and warrants that the business and other
     activities of the Servicer, including but not limited to, the consummation
     and conduct of the transactions contemplated by the Transaction Documents
     to which the Servicer is a party do not now and will not in the future
     result in a violation by the Servicer, the Borrower, or any other person or
     entity of the 1940 Act or the rules and regulations promulgated thereunder.

     SECTION 6.10 COVENANTS OF SERVICER.

     The Servicer hereby covenants that:

     (a) Compliance with Law. The Servicer will comply with all laws and
regulations of any Governmental Authority applicable to the Servicer or the
Loans included in the Asset Pool and Related Property and Loan Documents or any
part thereof.


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     (b) Obligations with Respect to Loans; Modifications. The Servicer will
duly fulfill and comply with all obligations on the part of the Seller to be
fulfilled or complied with under or in connection with each Loan included in the
Asset Pool and will do nothing to impair the rights of the Deal Agent as agent
for the Secured Parties or of the Secured Parties in, to and under the Assets.
The Servicer will perform its obligations under the Loans included in the Asset
Pool and will not change or modify such Loans other than as permitted in the
Credit and Collection Policies or as approved by the Deal Agent.

     (c) Preservation of Security Interest. The Servicer will execute and file
such financing and continuation statements and any other documents which may be
required by any law or regulation of any Governmental Authority to preserve and
protect fully the interest of the Deal Agent as agent for the Secured Parties
in, to and under the Assets.

     (d) No Bankruptcy Petition. Prior to the date that is one year and one day
after the payment in full of all amounts owing in respect of all outstanding
commercial paper issued by VFCC, the Servicer will not institute against the
Seller or VFCC, or join any other Person in instituting against the Seller or
VFCC, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings or other similar proceedings under the laws of the United States or
any state of the United States. This Section 6.10(d) will survive the
termination of this Agreement.

     (e) Amendments to Credit and Collection Policies. The Servicer, without the
prior written consent of the Deal Agent, will not agree or consent to or
otherwise permit to occur any amendment, modification, change, supplement, or
recission of the Credit and Collection Policies in whole or in part or in any
manner that could have a material adverse effect upon the Loans or the interests
of the Deal Agent or the Secured Parties.

     (f) Year 2000 Compatibility. The Servicer shall take all action necessary
to assure that, prior to January 1, 2000, the Servicer's computer system is able
to operate and effectively process data including dates on and after January 1,
2000. At the request of the Deal Agent, the Servicer shall provide assurance
acceptable to the Deal Agent of the Servicer's Year 2000 compatibility.

     (g) Backup Servicer and Collateral Custodian Fee Letter. The Servicer will
not amend, modify, waive or terminate any terms or provisions of the Backup
Servicer and Collateral Custodian Fee Letter without the prior written consent
of the Deal Agent.

     SECTION 6.11 COVENANTS OF BACKUP SERVICER AND COLLATERAL CUSTODIAN.

     Each of the Backup Servicer and the Collateral Custodian hereby covenants
that:

     (a) Loan Files. The Collateral Custodian will not dispose of any documents
constituting the Loan Files in any manner which is inconsistent with the
performance of its

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obligations as the Collateral Custodian pursuant to this Agreement and will not
dispose of any Loan Files except as contemplated by this Agreement.

     (b) Compliance with Law. Each of the Backup Servicer and the Collateral
Custodian will comply with all laws and regulations of any Governmental
Authority applicable to the Backup Servicer and the Collateral Custodian.

     (c) No Bankruptcy Petition. Prior to the date that is one year and one day
after the payment in full of all amounts owing in respect of all outstanding
commercial paper issued by VFCC, neither the Backup Servicer nor the Collateral
Custodian will institute against the Seller or VFCC, or join any other Person in
instituting against the Seller or VFCC, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings or other similar proceedings
under the laws of the United States or any state of the United States. This
Section 6.11(c) will survive the termination of this Agreement.

     (d) Location of Loan Files. The Loan Files shall remain at all times in the
possession of the Collateral Custodian at the address set forth herein unless
notice of a different address is given in accordance with the terms hereof.

     (e) No Changes in Backup Servicer and Collateral Custodian Fee. The Backup
Servicer and Collateral Custodian will not make any changes to the fees set
forth in the Backup Servicer and Collateral Custodian Fee Letter without the
prior written approval of the Deal Agent.

     (f) Year 2000 Compatibility. The Backup Servicer and Collateral Custodian
shall take all action necessary to assure that, prior to January 1, 2000, the
Backup Servicer and Collateral Custodian's computer system is able to operate
and effectively process data including dates on and after January 1, 2000. At
the request of the Deal Agent, the Backup Servicer and Collateral Custodian
shall provide assurance acceptable to the Deal Agent of the Backup Servicer and
Collateral Custodian's Year 2000 Compatibility.

     SECTION 6.12 SERVICING COMPENSATION.

     As compensation for its servicing activities hereunder and reimbursement
for its expenses, the Servicer shall be entitled to receive a servicing fee (the
"Servicing Fee") in respect of each Collection Period (or portion thereof) equal
to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
Aggregate Outstanding Loan Balance as on the most recent Determination Date,
such Servicing Fee to be payable monthly in arrears on each Payment Date to the
extent of funds available therefor pursuant to the provisions of Section 2.7.


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     SECTION 6.13 CUSTODIAL COMPENSATION.

     As compensation for its custodial activities hereunder and reimbursement
for its expenses, the Collateral Custodian shall be entitled to receive a
custodial fee (the "Custodial Fee") as provided in the Backup Servicer and
Collateral Custodian Fee Letter.

     SECTION 6.14 PAYMENT OF CERTAIN EXPENSES BY SERVICER.

     The Servicer will be required to pay all expenses incurred by it in
connection with its activities under this Agreement, including fees and
disbursements of legal counsel and independent accountants, Taxes imposed on the
Servicer, expenses incurred in connection with payments and reports pursuant to
this Agreement, and all other fees and expenses not expressly stated under this
Agreement for the account of the Seller, but excluding Liquidation Expenses. The
Servicer will be required to pay all reasonable fees and expenses owing to any
bank or trust company in connection with the maintenance of the FIB Existing
Account, the Collection Account and the Lock-Box Account. The Servicer shall be
required to pay such expenses for its own account and shall not be entitled to
any payment therefor other than the Servicing Fee.

     SECTION 6.15 REPORTS.

     (a) Monthly Report. With respect to each Determination Date and the related
Collection Period the Servicer will provide to the Seller and the Deal Agent and
the Backup Servicer, on the related Reporting Date, a monthly statement (a
"Monthly Report"), signed by a Responsible Officer of the Servicer and
substantially in the form of Exhibit E.

     (b) Servicer's Certificate. Together with each Monthly Report, the Servicer
shall submit to the Seller, the Deal Agent and the Backup Servicer a certificate
(a "Servicer's Certificate"), signed by a Responsible Officer of the Servicer
and substantially in the form of Exhibit F.

     (c) Financial Statements. The Servicer will submit to the Deal Agent,
within 45 days of the end of each of the Servicer's fiscal quarters, commencing
March 31, 1999 unaudited consolidated financial statements of the Servicer (or,
so long as FIB or the Servicer Assignee is the Servicer, First International
Bancorp, Inc.) (including an analysis of delinquencies and losses for each
fiscal quarter) as of the end of each such fiscal quarter. The Servicer shall
submit to the Deal Agent, within 90 days of the end of the Servicer's fiscal
year, commencing December 31, 1999, annual consolidated audited financial
statements of the Servicer (or, so long as the Originator is the Servicer, First
International Bancorp, Inc.) as of the end of such fiscal year.

     SECTION 6.16 ANNUAL STATEMENT AS TO COMPLIANCE.

     The Servicer will provide to the Deal Agent, on or prior to March 31 of
each year, commencing March 31, 1999, an annual report signed by a Responsible
Officer of the Servicer certifying that (a) a review of the activities of the
Servicer, and the Servicer's performance

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<PAGE>   74

pursuant to this Agreement, for the period ending on the last day of the
preceding fiscal year has been made under such Person's supervision and (b) the
Servicer has performed or has caused to be performed in all material respects
all of its obligations under this Agreement throughout such year and no Servicer
Termination Event has occurred and is continuing (or if a Servicer Termination
Event has so occurred and is continuing, specifying each such event, the nature
and status thereof and the steps necessary to remedy such event, and, if a
Servicer Termination Event occurred during such year and no notice thereof has
been given to the Deal Agent, specifying such Servicer Termination Event and the
steps taken to remedy such event).

     SECTION 6.17 ANNUAL INDEPENDENT PUBLIC ACCOUNTANT'S SERVICING REPORTS.

     The Servicer will cause a firm of nationally recognized independent public
accountants (who may also render other services to the Servicer) to furnish to
the Deal Agent, on or prior to March 31 of each year, commencing March 31, 1999,
(i) a report relating to the previous fiscal year to the effect that (a) such
firm has reviewed certain documents and records relating to the servicing of the
Loans included in the Asset Pool, and (b) based on such examination, such firm
is of the opinion that the Monthly Reports for such year were prepared in
compliance with this Agreement, except for such exceptions as it believes to be
immaterial and such other exceptions as will be set forth in such firm's report
and (ii) a report covering the preceding fiscal year to the effect that such
accountants have applied certain agreed-upon procedures to certain documents and
records relating to the servicing of Loans under this Agreement, compared the
information contained in the Servicer's Certificates delivered during the period
covered by such report with such documents and records and that no matters came
to the attention of such accountants that caused them to believe that such
servicing was not conducted in compliance with this Article VI of this
Agreement, except for such exceptions as such accountants shall believe to be
immaterial and such other exceptions as shall be set forth in such statement.

     SECTION 6.18 ADJUSTMENTS.

     If (i) the Servicer makes a deposit into the Collection Account in respect
of a Collection of a Loan included in the Asset Pool and such Collection was
received by the Servicer in the form of a check which is not honored for any
reason or (ii) the Servicer makes a mistake with respect to the amount of any
Collection and deposits an amount that is less than or more than the actual
amount of such Collection, the Servicer shall appropriately adjust the amount
subsequently deposited into the Collection Account to reflect such dishonored
check or mistake. Any Scheduled Payment in respect of which a dishonored check
is received shall be deemed not to have been paid.

     SECTION 6.19 MERGER OR CONSOLIDATION OF THE SERVICER.

     The Servicer shall not consolidate with or merge into any other Person or
convey or transfer its properties and assets substantially as an entirety to any
Person, unless the Servicer is the surviving entity and unless:


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          (i) the Servicer has delivered to the Deal Agent and the Backup
     Servicer an Officer's Certificate and an Opinion of Counsel each stating
     that any consolidation, merger, conveyance or transfer and such
     supplemental agreement comply with this Section 6.19 and that all
     conditions precedent herein provided for relating to such transaction have
     been complied with and, in the case of the Opinion of Counsel, that such
     supplemental agreement is legal, valid and binding with respect to the
     Servicer and such other matters as the Deal Agent may reasonably request;

          (ii) the Servicer shall have delivered notice of such consolidation,
     merger, conveyance or transfer to the Deal Agent; and

          (iii) after giving effect thereto, no Early Amortization Event or
     event which with notice or lapse of time would constitute an Early
     Amortization Event shall have occurred.

     Notwithstanding anything to the contrary contained herein, so long as the
Servicer and the Originator are the same Person, the Servicer is permitted as
part of a Conversion to assign its rights hereunder to, and the Servicer's
obligations hereunder can be assumed by, another wholly-owned subsidiary of
First International Bancorp, Inc. (the "Servicer Assignee") (in which case all
of the provisions of this Agreement shall, to the same extent as they apply to
the Servicer hereunder, apply to the Servicer Assignee rather than to the
Servicer) on the condition that (a) the Servicer Assignee acquires substantially
all of the Servicer's assets relating to its commercial lending business, (b)
the Servicer Assignee assumes substantially all of the Servicer's liabilities
relating to its commercial lending business, but expressly excluding the
Servicer's deposits, (c) Deal Agent receives such documents evidencing (a) and
(b) above as Deal Agent shall reasonably request, and (d) the Servicer Assignee
executes and deliver to Deal Agent such amendments to this Agreement and such
opinions of counsel as Deal Agent may deem necessary including, but not limited
to opinions to evidence that the Servicer Assignee has assumed all of the
Servicer's rights and obligations, and is bound by all of the Servicer's
agreements, set forth herein. Upon such conversion, the Commitment Termination
Date may be accelerated pursuant to the provisions of Section 2.1(c).

     SECTION 6.20 LIMITATION ON LIABILITY OF THE SERVICER AND OTHERS.

     Except as provided herein, neither the Servicer nor any of the directors or
officers or employees or agents of the Servicer shall be under any liability to
the Deal Agent, the Secured Parties or any other Person for any action taken or
for refraining from the taking of any action pursuant to this Agreement whether
arising from express or implied duties under this Agreement; provided, however,
that this provision shall not protect the Servicer or any such Person against
any liability which would otherwise be imposed by reason of its willful
misfeasance, bad faith or gross negligence in the performance of duties or by
reason of its willful misconduct hereunder.


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     SECTION 6.21 INDEMNIFICATION OF THE SELLER, THE DEAL AGENT, THE LIQUIDITY
                  AGENT AND THE SECURED PARTIES.

     The Servicer shall indemnify and hold harmless the Seller, the Deal Agent,
the Liquidity Agent and each Secured Party and their respective officers,
directors, employees and agents (collectively, the "Indemnified Persons") from
and against any loss, liability, expense, damage or injury suffered or sustained
by any Indemnified Person by reason of any acts, omissions or alleged acts or
omissions of the Servicer, including, but not limited to any judgment, award,
settlement, reasonable attorneys' fees and other costs or expenses incurred in
connection with the defense of any actual or threatened action, proceeding or
claim, but excluding allocations of overhead expenses of any such Indemnified
Party or other non-monetary damages of any such Indemnified Party.
Notwithstanding the foregoing, the Servicer shall not indemnify an Indemnified
Person if such loss, liability, expense, damage or injury results or arises (i)
as a result of fraud, gross negligence or willful misconduct by any Indemnified
Person; and (ii) under any federal, state or local income or franchise taxes or
any other Tax imposed on or measured by income (or any interest or penalties
with respect thereto or arising from a failure to comply therewith) required to
be paid by the Seller, the Deal Agent, the Liquidity Agent or the Secured
Parties in connection herewith to any taxing authority. The provisions of this
indemnity shall run directly to and be enforceable by an injured party subject
to the limitations hereof. If the Servicer has made any indemnity payment
pursuant to this Section 6.21 and such payment fully indemnified the recipient
thereof and the recipient thereafter collects any payments from others in
respect of such Indemnified Amounts, the recipient shall repay to the Servicer
an amount equal to the amount it has collected from others in respect of such
indemnified amounts.

     If for any reason the indemnification provided above in this Section 6.21
is unavailable to the Indemnified Person or is insufficient to hold an
Indemnified Person harmless, then Servicer shall contribute to the amount paid
or payable by such Indemnified Person as a result of such loss, claim, damage or
liability in such proportion as is appropriate to reflect not only the relative
benefits received by such Indemnified Person on the one hand and Servicer on the
other hand but also the relative fault of such Indemnified Person as well as any
other relevant equitable considerations.

     The parties hereto agree that the provisions of this Section 6.21 shall not
be interpreted to provide recourse to the Seller against loss by reason of the
bankruptcy or insolvency (or other credit condition) of, or default by, related
Obligor on, any Loan.

     Any indemnification pursuant to this Section shall not be payable from the
Assets.

     Any indemnification pursuant to this Section shall not be in duplication of
any other indemnification for the same loss under Section 8.1.

     The obligations of the Servicer under this Section 6.21 shall survive the
resignation or removal of the Deal Agent and the Liquidity Agent, and the
termination of this Agreement.



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     SECTION 6.22 THE SERVICER AND BACKUP SERVICER NOT TO RESIGN.

     Neither the Servicer nor the Backup Servicer shall resign from the
obligations and duties hereby imposed on it except upon such Person's
determination that (i) the performance of its duties hereunder is or becomes
impermissible under applicable law and (ii) there is no reasonable action which
such Person could take to make the performance of its duties hereunder
permissible under applicable law. Any such determination permitting the
resignation of the Servicer or Backup Servicer shall be evidenced as to clause
(i) above by an Opinion of Counsel to such effect delivered to the Deal Agent.
No such resignation shall become effective until a Successor Servicer shall have
assumed the responsibilities and obligations of the Servicer in accordance with
Section 6.27, or a successor Backup Servicer shall have assumed the
responsibilities and obligations of the Backup Servicer, respectively.

     SECTION 6.23 ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING THE
                  LOANS.

     The Servicer shall provide to the Deal Agent access to the Loan Documents
and all other documentation regarding the Loans included in the Asset Pool and
the Related Property in such cases where the Deal Agent is required in
connection with the enforcement of the rights or interests of the Secured
Parties, or by applicable statutes or regulations, to review such documentation,
such access being afforded without charge but only (i) upon two Business Days
prior written request, (ii) during normal business hours and (iii) subject to
the Servicer's normal security and confidentiality procedures. Prior to the
Closing Date and periodically thereafter at the discretion of the Deal Agent,
the Deal Agent may review the Servicer's collection and administration of the
Loans in order to assess compliance by the Servicer with the Servicer's written
policies and procedures, as well as with this Agreement and may conduct an audit
of the Loans, Loan Documents and Records in conjunction with such a review. Such
review shall be reasonable in scope and shall be completed in a reasonable
period of time. The Seller shall bear the cost of up to four of such audits per
calendar year in an amount not to exceed $5,000 per audit.

     SECTION 6.24 BACKUP SERVICER.

     (a) On or before the date on which the initial Purchase occurs, until the
receipt by the Servicer of a Termination Notice, the Backup Servicer shall
perform, on behalf of the Deal Agent and the Secured Parties, the following
duties and obligations:

          (i) On or before the Closing Date, the Backup Servicer shall accept
     from the Servicer delivery of the information required to be set forth in
     the Monthly Reports in hard copy and on computer tape; provided, however,
     the computer tape is in an MS-DOS, PC readable ASCII format or format to be
     agreed upon by the Backup Servicer and the Servicer on or prior to closing.


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          (ii) Not later than 12:00 noon New York time two Business Days prior
     to each Reporting Date, the Backup Servicer shall accept delivery of tape
     from the Servicer, which shall include but not be limited to the following
     information: the name, number and name of the related Obligor for each
     Loan, the collection status, the contract status, the principal balance and
     the Aggregate Outstanding Loan Balance (the "Tape").

     The Servicer shall provide the Tape on each Reporting Date as described
above.

     (b) On or before the date on which the initial Purchase occurs, and until
the receipt by the Servicer of a Termination Notice, the Backup Servicer shall
perform, on behalf of the Secured Parties and the Deal Agent, the following
duties and obligations:

          (i) Prior to the related Payment Date, the Backup Servicer shall
     review the Monthly Report to ensure that it is complete on its face and
     that the following items in such Monthly Report have been accurately
     calculated, if applicable, and reported: (a) the Aggregate Outstanding Loan
     Balance, (b) the Backup Servicing Fee, (c) the Loans that are 30-60 days
     past due, (d) the Loans that are 61-90 days past due, (E) the Loans that
     are 90+ days past due, (F) the Loans that are Defaulted Loans, (G) the
     Average Default Rate, and (H) the Average Net Loss Ratio. The Backup
     Servicer shall notify the Deal Agent and the Servicer of any disagreements
     with the Monthly Report based on such review not later than the Business
     Day preceding such Payment Date to such Persons.

          (ii) If the Servicer disagrees with the report provided under
     paragraph (i) above by the Backup Servicer or if the Servicer or any
     subservicer has not reconciled such discrepancy, the Backup Servicer agrees
     to confer with the Servicer to resolve such disagreement on or prior to the
     next succeeding Determination Date and shall settle such discrepancy with
     the Servicer if possible, and notify the Deal Agent of the resolution
     thereof. The Servicer hereby agrees to cooperate at its own expense, with
     the Backup Servicer in reconciling any discrepancies herein. If within 20
     days after the delivery of the report provided under paragraph (i) above by
     the Backup Servicer, such discrepancy is not resolved, the Backup Servicer
     shall promptly notify the Deal Agent of the continued existence of such
     discrepancy. Following receipt of such notice by the Deal Agent, the
     Servicer shall deliver to the Deal Agent, the Secured Parties, and the
     Backup Servicer no later than the related Payment Date a certificate
     describing the nature and amount of such discrepancies and the actions the
     Servicer proposes to take with respect thereto.

     With respect to the foregoing, the Backup Servicer, in the performance of
its duties and obligations hereunder, is entitled to rely conclusively, and
shall be fully protected in so relying, on the contents of each Tape, including,
but not limited to, the completeness and accuracy thereof, provided by the
Servicer.

     (c) After the receipt of an effective Termination Notice by the Servicer in
accordance with this Agreement, all authority, power, rights and
responsibilities of the Servicer, under this

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Agreement, whether with respect to the Loans or otherwise shall pass to and be
vested in the Backup Servicer, subject to and in accordance with the provisions
of Section 6.27, as long as the Backup Servicer is not prohibited by an
applicable provision of law from fulfilling the same, as evidenced by an Opinion
of Counsel.

     (d) Any Person (i) into which the Backup Servicer may be merged or
consolidated, (ii) which may result from any merger or consolidation to which
the Backup Servicer shall be a party, or (iii) which may succeed to the
properties and assets of the Backup Servicer substantially as a whole, which
Person in any of the foregoing cases executes an agreement of assumption to
perform every obligation of the Backup Servicer hereunder, shall be the
successor to the Backup Servicer under this Agreement without further act on the
part of any of the parties to this Agreement.

     (e) As compensation for its back-up servicing obligations hereunder, the
Backup Servicer shall be entitled to receive the Backup Servicing Fee in respect
of each Monthly Period (or portion thereof) until the first to occur of the date
on which the Backup Servicer becomes a Successor Servicer, resigns or is removed
as Backup Servicer or termination of this Agreement.

     (f) The Backup Servicer may be removed without cause by the Deal Agent by
notice then given in writing to the Servicer, the Seller and the Backup
Servicer. In the event of any such removal, the Backup Servicer may be replaced
by (i) the Servicer, acting with the consent of the Deal Agent or (ii) if no
such replacement is appointed within 30 days following such removal or
resignation, by the Deal Agent.

     (g) The Backup Servicer undertakes to perform only such duties and
obligations as are specifically set forth in this Agreement, it being expressly
understood by all parties hereto that there are no implied duties or obligations
of the Backup Servicer hereunder. Without limiting the generality of the
foregoing, the Backup Servicer, except as expressly set forth herein, shall have
no obligation to supervise, verify, monitor or administer the performance of the
Servicer. The Backup Servicer may act through its agents, attorneys and
custodians in performing any of its duties and obligations under this Agreement,
it being understood by the parties hereto that the Backup Servicer will be
responsible for any misconduct or negligence on the part of such agents,
attorneys or custodians acting on the routine and ordinary day-to-day operations
for and on behalf of the Backup Servicer. Neither the Backup Servicer nor any of
its officers, directors, employees or agents shall be liable, directly or
indirectly, for any damages or expenses arising out of the services performed
under this Agreement other than damages or expenses which result from the gross
negligence or willful misconduct of it or them or the failure to perform
materially in accordance with this Agreement.

     (h) The Backup Servicer shall not be liable for any obligation of the
Servicer contained in this Agreement or for any errors of the Servicer contained
in any computer tape, certificate or other data or document delivered to the
Backup Servicer hereunder or on which the Backup Servicer must rely in order to
perform its obligations hereunder, and the Seller, Secured Parties, Deal Agent,
Liquidity Agent, Collateral Custodian and Backup Servicer, shall look only

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to the Servicer to perform such obligations. The Backup Servicer and the
Collateral Custodian shall have no responsibility and shall not be in default
hereunder or incur any liability for any failure, error, malfunction or any
delay in carrying out any of their respective duties under this Agreement if
such failure or delay results from the Backup Servicer acting in accordance with
information prepared or supplied by a Person other than the Backup Servicer or
the failure of any such other Person to prepare or provide such information.

     SECTION 6.25 IDENTIFICATION OF RECORDS.

     The Servicer shall clearly and unambiguously identify each Loan that is in
the Asset Pool and the Related Property in its computer or other records to
reflect that the Asset Interests in such Loans and Related Property have been
transferred to and are owned by the Purchasers and that the Deal Agent has the
interest therein granted by the Seller pursuant to this Agreement.

     SECTION 6.26 SERVICER TERMINATION EVENTS.

     (a) If any one of the following events (a "Servicer Termination Event")
shall occur and be continuing on any day:

          (i) any failure by the Servicer to make any payment, transfer or
     deposit on or before the date occurring two (2) Business Days after the
     date such payment, transfer or deposit is required to be made, or any
     failure by the Servicer to give instructions or notice to the Deal Agent as
     required by this Agreement or to deliver any Required Reports hereunder and
     such failure continues unremedied more than two (2) Business Days after
     notice thereof to the Servicer.

          (ii) any failure on the part of the Servicer duly to observe or
     perform in any material respect any other covenants or agreements of the
     Servicer set forth in this Agreement or any other Transaction Document
     which continues unremedied for a period of 30 days after the first to occur
     of (i) the date on which written notice of such failure requiring the same
     to be remedied shall have been given to the Servicer by the Deal Agent and
     (ii) the date on which the Servicer becomes aware thereof;

          (iii) any representation, warranty or certification made by the
     Servicer in this Agreement or in any certificate delivered pursuant to this
     Agreement shall prove to have been incorrect when made, and which continues
     to be unremedied for a period of 30 days after the first to occur of (i)
     the date on which written notice of such incorrectness requiring the same
     to be remedied shall have been given to the Servicer by the Deal Agent and
     (ii) the date on which the Servicer becomes aware thereof;

          (iv) the Servicer shall fail in any material respect to service the
     Loans in accordance with the Credit and Collection Policies;

          (v) an Insolvency Event shall occur with respect to the Servicer; or


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<PAGE>   81



          (vi) (x) the Servicer ceases to be a wholly-owned subsidiary of First
     International Bancorp., Inc., or (y) the Servicer's principal place of
     business and chief executive office ceases to be located in the United
     States, without the prior written consent of the Deal Agent, VFCC and the
     Required Investors.

Notwithstanding anything herein to the contrary, so long as any such Servicer
Termination Events shall not have been remedied at the expiration of any
applicable cure period, the Deal Agent, by written notice to the Servicer (a
"Termination Notice"), may, subject to the provisions of Section 6.27, terminate
all of the rights and obligations of the Servicer as Servicer under this
Agreement. The Seller shall pay all reasonable set-up and conversion costs
associated with the transfer of servicing rights to the Successor Servicer.

     SECTION 6.27 APPOINTMENT OF SUCCESSOR SERVICER.

     (a) On and after the receipt by the Servicer of a Termination Notice
pursuant to Section 6.26, the Servicer shall continue to perform all servicing
functions under this Agreement until the date specified in the Termination
Notice or otherwise specified by the Deal Agent in writing or, if no such date
is specified in such Termination Notice or otherwise specified by the Deal
Agent, until a date mutually agreed upon by the Servicer and the Deal Agent. The
Deal Agent may at the time described in the immediately preceding sentence in
its sole discretion, appoint the Backup Servicer as the Servicer hereunder, and
the Backup Servicer shall on such date assume all obligations of the Servicer
hereunder, and all authority and power of the Servicer under this Agreement
shall pass to and be vested in the Backup Servicer (the Backup Servicer or such
other successor, the "Successor Servicer"); provided, however, that the
Successor Servicer shall not be responsible or liable for any past actions or
omissions of the outgoing Servicer. In the event that a Successor Servicer has
not been appointed and has not accepted its appointment at the time when the
Servicer ceases to act as Servicer, the Deal Agent shall petition a court of
competent Jurisdiction to appoint any established financial institution having a
net worth of not less than U.S. $25,000,000 and whose regular business includes
the servicing of Loans as the Successor Servicer hereunder.

     (b) Upon its appointment, the Backup Servicer (subject to 6.27(a)) or the
Successor Servicer, as applicable, shall be the successor in all respects to the
Servicer with respect to servicing functions under this Agreement and shall be
subject to all the responsibilities, duties and liabilities relating thereto
placed on the Servicer by the terms and provisions hereof, and all references in
this Agreement to the Servicer shall be deemed to refer to the Backup Servicer
or the Successor Servicer, as applicable.

     (c) All authority and power granted to the Servicer under this Agreement
shall automatically cease and terminate upon termination of this Agreement and
shall pass to and be vested in the Seller and, without limitation, the Seller is
hereby authorized and empowered to execute and deliver, on behalf of the
Servicer, as attorney-in-fact or otherwise, all documents and other instruments,
and to do and accomplish all other acts or things necessary or appropriate to


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<PAGE>   82

effect the purposes of such transfer of servicing rights. The Servicer agrees to
cooperate with the Seller in effecting the termination of the responsibilities
and rights of the Servicer to conduct servicing with respect to the Loans
included in the Asset Pool.

     (d) Upon the Backup Servicer receiving notice that it is required to serve
as Servicer hereunder pursuant to the foregoing provisions of this Section 6.27,
the Backup Servicer will promptly begin the transition to its role as Servicer.

     SECTION 6.28 NOTIFICATION.

     Upon the Servicer becoming aware of the occurrence of any Servicer
Termination Event, the Servicer shall promptly give written notice thereof to
the Deal Agent.

     SECTION 6.29 PROTECTION OF RIGHT, TITLE AND INTEREST IN ASSETS.

     The Servicer shall cause this Agreement, all amendments hereto and/or all
financing statements and continuation statements and any other necessary
documents covering the right, title and interest of the Deal Agent as agent for
the Secured Parties and of the Secured Parties to the Assets to be promptly
recorded, registered and filed, and at all times to be kept recorded, registered
and filed, all in such manner and in such places as may be required by law fully
to preserve and protect the right, title and interest of the Deal Agent as agent
for the Secured Parties hereunder to all property comprising the Asset Pool. The
Servicer shall deliver to the Deal Agent file-stamped copies of, or filing
receipts for, any document recorded, registered or filed as provided above, as
soon as available following such recording, registration or filing. The Seller
shall cooperate fully with the Servicer in connection with the obligations set
forth above and will execute any and all documents reasonably required to
fulfill the intent of this Section.

     SECTION 6.30 RELEASE OF LOAN FILES.

     The Seller may, with the prior written consent of the Deal Agent (such
consent not to be unreasonably withheld), require that the Collateral Custodian
release each Loan File (a) delivered to the Collateral Custodian in error, (b)
for which a Substitute Loan has been substituted in accordance with Section 2.9,
(c) as to which the lien on the Related Property has been so released pursuant
to Section 5.3, (d) which has been retransferred to the Seller pursuant to
Section 5.5 or 5.6, or (e) which is required to be redelivered to the Seller in
connection with the termination of this Agreement, in each case by submitting to
the Collateral Custodian and the Deal Agent a written request (signed by both
the Seller and the Deal Agent) specifying the Loans to be so released and
reciting that the conditions to such release have been met (and specifying the
section or sections of this Agreement being relied upon for such release). The
Collateral Custodian shall upon its receipt of each such request for release
executed by the Seller and the Deal Agent promptly, but in any event within 5
Business Days, release the Loan Files so requested to the Seller.


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                                   ARTICLE VII

                            EARLY AMORTIZATION EVENTS

     SECTION 7.1 .EARLY AMORTIZATION EVENTS.

     If any of the following events (each, an "Early Amortization Event") shall
occur and be continuing:

     (a) the Seller or the Servicer shall default in the payment of any amount
required to be made under the terms of this Facility and such failure continues
unremedied for a period of three (3) Business Days after written notice thereof
shall have been given by the Deal Agent or the Collateral Custodian to the
Seller or Servicer; or

     (b) the amount of outstanding Capital shall exceed the Capital Limit for
more than three (3) Business Days; or

     (c) (i) the Seller or the Originator shall fail to perform or observe in
any material respect any other covenant or other agreement of the Seller or the
Originator set forth in this Facility, or (ii) the Originator shall fail to
perform or observe in any material respect any term covenant or agreement of
such Originator set forth in the Purchase Agreement, in each case when such
failure continues unremedied for more than thirty (30) days after the earlier of
(x) the date written notice thereof shall have been given by the Deal Agent or
the Collateral Custodian to such Person or (y) the date of actual knowledge
thereof by the Seller; or

     (d) any representation or warranty made or deemed made hereunder shall
prove to be incorrect in any material respect as of the time when the same shall
have been made, and such incorrect representation or warranty shall not have
been eliminated or otherwise cured within a period of thirty (30) days after
written notice thereof shall have been given by the Deal Agent or the Collateral
Custodian to the Seller; or

     (e) an Insolvency Event shall occur with respect to the Seller or the
Originator; or

     (f) a Servicer Termination Event occurs; or

     (g) any Change in Control of the Seller or Originator occurs; or

     (h) the Seller or the Originator defaults in making any payment required to
be made under any material agreement for borrowed money to which either is a
party and such default gives the relevant lender a right to accelerate the
Seller's or Originator's obligations thereunder and is not cured within the
relevant cure period; or


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<PAGE>   84


     (i) the Deal Agent, as agent for the Secured Parties, shall fail for any
reason to have a valid and perfected first priority security interest in any of
the Assets; or

     (j) (i) a final judgment for the payment of money in excess of $5,000,000
shall have been rendered against the Originator or $1,000,000 against the Seller
by a court of competent jurisdiction and, if such judgment relates to the
Originator, the Originator shall not have either: (1) discharged or provided for
the discharge of such judgment in accordance with its terms, or (2) perfected a
timely appeal of such judgment and caused the execution thereof to be stayed (by
supersedes or otherwise during the pendency of such appeal or (ii) the Seller,
shall have made payments of amounts in excess of $100,000 in settlement of any
litigation; or

     (k) the Seller or Originator agrees or consents to, or otherwise permits to
occur, any amendment, modification, change, supplement or recission of or to the
Credit and Collection Policies in whole or in part that could have a material
adverse effect upon the Loans or interest of any Purchaser, without the prior
consent of the Deal Agent or the Purchaser; or

     (l) any failure to comply with Section 5.4 and such failure continues for a
period of fifteen (15) days; or

     (m) on any Determination Date, the Net Portfolio Yield does not equal or
exceed the Minimum Net Portfolio Yield and such failure continues for a period
of fifteen (15) consecutive days; or

     (n) As of any Determination Date, the Average Default Ratio is greater than
four percent (4.0%); or

     (o) As of any Determination Date, the Average Net Loss Ratio is greater
than one and one-half percent (1.5%); or

     (p) [Reserved]

     (q) the Originator ceases to be a wholly-owned subsidiary of First
International Bancorp., Inc.; or

     (r) the Seller ceases to be a "bankruptcy-remote entity" under customary
criteria; or

     (s) the Seller shall become an "investment company" within the meaning of
the 1940 Act; or

     (t) the noncompliance at any time of the composition of the Asset Pool with
the concentration and mix requirements set forth on Schedule II hereof and such
noncompliance is not cured within five (5) Business Days; or


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<PAGE>   85


     (u) the business and other activities of the Seller or the Servicer (if the
Originator is the Servicer), including but not limited to, the Purchases made by
the Purchasers, the application and use of the proceeds thereof by the Seller
and the consummation and conduct of the transactions contemplated by the
Transaction Documents to which the Seller or Servicer is a party do not now and
will not in the future result in a violation by the Servicer, the Seller, or any
other person or entity of the 1940 Act or the rules and regulations promulgated
thereunder,

then, and in any such event, the Deal Agent shall, at the request, or may with
the consent, of the Required Investors, by notice to the Seller declare the
Termination Date to have occurred, without demand, protest or future notice of
any kind, all of which are hereby expressly waived by the Seller, and all
Aggregate Unpaids and all other amounts owing by the Seller under this Facility
shall be accelerated and become immediately due and payable, provided, that in
the event that the Termination Event described in subsection (f) herein has
occurred, the Termination Date shall automatically occur, without demand,
protest or any notice of any kind, all of which are hereby expressly waived by
the Seller.


                                  ARTICLE VIII

                                 INDEMNIFICATION

     SECTION 8.1 INDEMNITIES BY THE SELLER.

     Without limiting any other rights which the Deal Agent, the Liquidity
Agent, any Secured Party or its assignee, or any of their respective Affiliates
may have hereunder or under applicable law, the Seller hereby agrees to
indemnify the Deal Agent, the Liquidity Agent, any Secured Party or its assignee
and each of their respective Affiliates and officers, directors, employees and
agents thereof (collectively, the "Indemnified Parties") from and against any
and all damages, losses, claims, liabilities and related costs and expenses,
including reasonable attorneys' fees and disbursements (all of the foregoing
being collectively referred to as "Indemnified Amounts") awarded against or
incurred by, any such Indemnified Party or other non-monetary damages of any
such Indemnified Party any of them arising out of or as a result of this
Agreement, excluding, however, Indemnified Amounts to the extent resulting from
gross negligence or willful misconduct on the part of any Indemnified Party.
Without limiting the foregoing, the Seller shall indemnify the Indemnified
Parties for Indemnified Amounts relating to or resulting from:

          (i) any Loan treated as or represented by the Seller to be an Eligible
     Loan which is not at the applicable time an Eligible Loan;

          (ii) reliance on any representation or warranty made or deemed made by
     the Seller, the Servicer (or one of its Affiliates) or any of their
     respective officers under or in connection with this Agreement, which shall
     have been false or incorrect in any material respect when made or deemed
     made or delivered;


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<PAGE>   86


          (iii) the failure by the Seller or the Servicer (or one of its
     Affiliates) to comply with any term, provision or covenant contained in
     this Agreement or any agreement executed in connection with this Agreement,
     or with any applicable law, rule or regulation with respect to any Loan
     comprising a portion of the Assets Pool, the Related Property, or the
     nonconformity of any Loan, the Related Property with any such applicable
     law, rule or regulation or any failure by the Originator, the Seller or any
     Affiliate thereof to perform its respective duties under the Loans included
     as a part of the Assets;

          (iv) the failure to vest and maintain vested in the relevant Purchaser
     or to transfer to such Purchaser, an undivided ownership interest in the
     Assets, together with all Collections, free and clear of any Adverse Claim
     whether existing at the time of any Purchase or at any time thereafter;

          (v) the failure to file, 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 Asset whether at
     the time of any Purchase or at any subsequent time and as required by the
     Transaction Documents;

          (vi) any dispute, claim, offset or defense (other than the discharge
     in bankruptcy of the Obligor) of the Obligor to the payment of any Loan
     included in the Asset Pool which is, or is purported to be, an Eligible
     Loan (including, without limitation, a defense based on the Loan not being
     a legal, valid and binding obligation of such Obligor enforceable against
     it in accordance with its terms);

          (vii) any failure of the Seller or the Servicer (if the Originator or
     one of its Affiliates) to perform its duties or obligations in accordance
     with the provisions of this Agreement or any failure by the Originator, the
     Seller or any Affiliate thereof to perform its respective duties under the
     Loans;

          (viii) any products liability claim or personal injury or property
     damage suit or other similar or related claim or action of whatever sort
     arising out of or in connection with merchandise or services which are the
     subject of any Loan included in the Asset Pool or the Related Property
     included in the Asset Pool;

          (ix) the failure by Seller to pay when due any Taxes for which the
     Seller is liable, including without limitation, sales, excise or personal
     property taxes payable in connection with the Assets Pool;

          (x) any repayment by the Deal Agent, the Liquidity Agent or a Secured
     Party of any amount previously distributed in reduction of Capital or
     payment of Yield or any other amount due hereunder or under any Hedging
     Agreement, in each case which

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<PAGE>   87

     amount the Deal Agent, the Liquidity Agent or a Secured Party believes in
     good faith is required to be repaid;

          (xi) any investigation, litigation or proceeding related to this
     Agreement or the use of proceeds of Purchases or in respect of any Loan
     included in the Asset Pool or the Related Property included in the Asset
     Pool;

          (xii) any failure by the Seller to give reasonably equivalent value to
     the Originator in consideration for the transfer by the Originator to the
     Seller of any Loan or the Related Property or any attempt by any Person to
     void or otherwise avoid any such transfer under any statutory provision or
     common law or equitable action, including, without limitation, any
     provision of the Bankruptcy Code;

          (xiii) the failure of the Seller, the Originator or any of their
     respective agents or representatives to remit to the Servicer or the Deal
     Agent, Collections on the Pool Assets remitted to the Seller or any such
     agent or representative; or

          (xiv) the failure to maintain, as of the close of business on each
     Business Day prior to the Termination Date, an amount of Capital
     outstanding which is less than or equal to the lesser of (x) the Purchase
     Limit on such Business Day, or (y) the Capital Limit on such Business Day.

Any amounts subject to the indemnification provisions of this Section 8.1 shall
be paid by the Seller solely pursuant to the provisions of Sections 2.7 and 2.9
hereof as the case may be to the Deal Agent within two Business Days following
the Deal Agent's demand therefor.

     Any indemnification pursuant to this Section 8.1 shall not be in
duplication of any other indemnification for the same loss under Section 6.21.


                                   ARTICLE IX

                     THE DEAL AGENT AND THE LIQUIDITY AGENT

     SECTION 9.1 AUTHORIZATION AND ACTION.

     (a) Each Secured Party hereby designates and appoints the Deal Agent as
Deal Agent hereunder, and authorizes the Deal Agent to take such actions as
agent on its behalf and to exercise such powers as are delegated to the Deal
Agent by the terms of this Agreement together with such powers as are reasonably
incidental thereto. The Deal Agent shall not have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Purchaser, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of the Deal
Agent shall be read into this Agreement or otherwise exist for the Deal Agent.
In performing its functions and duties hereunder, the Deal Agent shall act
solely as agent

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<PAGE>   88

for the Secured Parties and does not assume nor shall be deemed to have assumed
any obligation or relationship of trust or agency with or for the Seller or any
of its successors or assigns. The Deal Agent shall not be required to take any
action which exposes the Deal Agent to personal liability or which is contrary
to this Agreement or applicable law. The appointment and authority of the Deal
Agent hereunder shall terminate at the indefeasible payment in full of the
Aggregate Unpaids.

         (b) Each Investor hereby designates and appoints First Union as
Liquidity Agent hereunder, and authorizes the Liquidity Agent to take such
actions as agent on its behalf and to exercise such powers as are delegated to
the Liquidity Agent by the terms of this Agreement together with such powers as
are reasonably incidental thereto. The Liquidity Agent shall not have any duties
or responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Investor, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part of the
Liquidity Agent shall be read into this Agreement or otherwise exist for the
Liquidity Agent. In performing its functions and duties hereunder, the Liquidity
Agent shall act solely as agent for the Investors and does not assume nor shall
be deemed to have assumed any obligation or relationship of trust or agency with
or for the Seller or any of its successors or assigns. The Liquidity Agent shall
not be required to take any action which exposes the Liquidity Agent to personal
liability or which is contrary to this Agreement or applicable law. The
appointment and authority of the Liquidity Agent hereunder shall terminate at
the indefeasible payment in full of the Aggregate Unpaids.

     SECTION 9.2 DELEGATION OF DUTIES.

     (a) The Deal Agent may execute any of its duties under this Agreement by or
through agents or attorneys-in-fact and shall be entitled to advice of counsel
concerning all matters pertaining to such duties. The Deal Agent shall not be
responsible for the negligence or misconduct of any agents or attorneys-in-fact
selected by it with reasonable care.

     (b) The Liquidity Agent may execute any of its duties under this Agreement
by or through agents or attorneys-in-fact and shall be entitled to advice of
counsel concerning all matters pertaining to such duties. The Liquidity Agent
shall not be responsible for the negligence or misconduct of any agents or
attorneys-in-fact selected by it with reasonable care.

     SECTION 9.3  EXCULPATORY PROVISIONS.

     (a) Neither the Deal Agent nor any of its directors, officers, agents or
employees shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Agreement (except for its,
their or such Person's own gross negligence or willful misconduct or, in the
case of the Deal Agent, the breach of its obligations expressly set forth in
this Agreement), or (ii) responsible in any manner to any of the Secured Parties
for any recitals, statements, representations or warranties made by the Seller
contained in this Agreement or in any certificate, report, statement or other
document referred to or provided for in, or received under or in connection
with, this Agreement for the value, validity, effectiveness,

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<PAGE>   89

genuineness, enforceability or sufficiency of this Agreement or any other
document furnished in connection herewith, or for any failure of the Seller to
perform its obligations hereunder, or for the satisfaction of any condition
specified in Article III. The Deal Agent shall not be under any obligation to
any Secured Party to ascertain or to inquire as to the observance or performance
of any of the agreements or covenants contained in, or conditions of, this
Agreement, or to inspect the properties, books or records of the Seller. The
Deal Agent shall not be deemed to have knowledge of any Early Amortization Event
unless the Deal Agent has received notice from the Seller or a Secured Party.

     (b) Neither the Liquidity Agent nor any of its directors, officers, agents
or employees shall be (i) liable for any action lawfully taken or omitted to be
taken by it or them under or in connection with this Agreement (except for its,
their or such Person's own gross negligence or willful misconduct or, in the
case of the Liquidity Agent, the breach of its obligations expressly set forth
in this Agreement), or (ii) responsible in any manner to the Deal Agent or any
of the Secured Parties for any recitals, statements, representations or
warranties made by the Seller contained in this Agreement or in any certificate,
report, statement or other document referred to or provided for in, or received
under or in connection with, this Agreement or for the value, validity,
effectiveness, genuineness, enforceability or sufficiency of this Agreement or
any other document furnished in connection herewith, or for any failure of the
Seller to perform its obligations hereunder, or for the satisfaction of any
condition specified in Article III. The Liquidity Agent shall not be under any
obligation to the Deal Agent or any Secured Party to ascertain or to inquire as
to the observance or performance of any of the agreements or covenants contained
in, or conditions of, this Agreement, or to inspect the properties, books or
records of the Seller. The Liquidity Agent shall not be deemed to have knowledge
of any Early Amortization Event unless the Liquidity Agent has received notice
from the Seller, the Deal Agent or a Secured Party.

     SECTION 9.4 RELIANCE.

     (a) The Deal Agent shall in all cases be entitled to rely, and shall be
fully protected in relying, upon any document or conversation believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Seller), independent accountants and other
experts selected by the Deal Agent. The Deal Agent shall in all cases be fully
justified in failing or refusing to take any action under this Agreement or any
other document furnished in connection herewith unless it shall first receive
such advice or concurrence of VFCC or the Required Investors or all of the
Secured Parties, as applicable, as it deems appropriate or it shall first be
indemnified to its satisfaction by the Secured Parties; provided, that, unless
and until the Deal Agent shall have received such advice, the Deal Agent may
take or refrain from taking any action, as the Deal Agent shall deem advisable
and in the best interests of the Secured Parties. The Deal Agent shall in all
cases be fully protected in acting, or in refraining from acting, in accordance
with a request of VFCC or the Required Investors or all of the Secured Parties,
as applicable, and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Secured Parties.


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     (b) The Liquidity Agent shall in all cases be entitled to rely, and shall
be fully protected in relying, upon any document or conversation believed by it
to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Seller), independent accountants and other
experts selected by the Liquidity Agent. The Liquidity Agent shall in all cases
be fully justified in failing or refusing to take any action under this
Agreement or any other document furnished in connection herewith unless it shall
first receive such advice or concurrence of Required Investors as it deems
appropriate or it shall first be indemnified to its satisfaction by the
Investors, provided that unless and until the Liquidity Agent shall have
received such advice, the Liquidity Agent may take or refrain from taking any
action, as the Liquidity Agent shall deem advisable and in the best interests of
the Investors. The Liquidity Agent shall in all cases be fully protected in
acting, or in refraining from acting, in accordance with a request of the
Required Investors and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Investors.

     SECTION 9.5 NON-RELIANCE ON DEAL AGENT, LIQUIDITY AGENT AND OTHERS.

     Each Secured Party expressly acknowledges that neither the Deal Agent, the
Liquidity Agent nor any of their respective officers, directors, employees,
agents, attorneys-in-fact or affiliates has made any representations or
warranties to it and that no act by the Deal Agent or the Liquidity Agent
hereafter taken, including, without limitation, any review of the affairs of the
Seller, shall be deemed to constitute any representation or warranty by the Deal
Agent or the Liquidity Agent. Each Secured Party represents and warrants to the
Deal Agent and to the Liquidity Agent that it has and will, independently and
without reliance upon the Deal Agent. the Liquidity Agent or any other Secured
Party and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business. operations,
property, prospects, financial and other conditions and creditworthiness of the
Seller and made its own decision to enter into this Agreement.

     SECTION 9.6 REIMBURSEMENT AND INDEMNIFICATION.

     The Investors agree to reimburse and indemnify VFCC, the Deal Agent. the
Liquidity Agent and each of their respective officers, directors, employees,
representatives and agents ratably according to their pro rata shares, to the
extent not paid or reimbursed by the Seller (i) for any amounts for which VFCC,
the Liquidity Agent, acting in its capacity as Liquidity Agent, or the Deal
Agent, acting in its capacity as Deal Agent, is entitled to reimbursement by the
Seller hereunder and (ii) for any other expenses incurred by VFCC, the Liquidity
Agent, acting in its capacity as Liquidity Agent, or the Deal Agent, in its
capacity as Deal Agent and acting on behalf of the Secured Parties, in
connection with the administration and enforcement of this Agreement.


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<PAGE>   91


     SECTION 9.7 DEAL AGENT AND LIQUIDITY AGENT IN THEIR INDIVIDUAL CAPACITIES.

     The Deal Agent, the Liquidity Agent and each of their respective Affiliates
may make loans to, accept deposits from and generally engage in any kind of
business with the Seller or any Affiliate of the Seller as though the Deal Agent
or the Liquidity Agent, as the case may be, were not the Deal Agent or the
Liquidity Agent, as the case may be, hereunder. With respect to the making of
Purchases pursuant to this Agreement, the Deal Agent, the Liquidity Agent and
each of their respective Affiliates shall have the same rights and powers under
this Agreement as any Purchaser and may exercise the same as though it were not
the Deal Agent or the Liquidity Agent, as the case may be, and the terms
"Investor," "Purchaser," "Investors" and "Purchasers" shall include the Deal
Agent or the Liquidity Agent, as the case may be, in its individual capacity.

     SECTION 9.8 SUCCESSOR DEAL AGENT OR LIQUIDITY AGENT.

     (a) The Deal Agent may, upon 5 days' notice to the Seller and the Secured
Parties, and the Deal Agent will, upon the direction of all of the Secured
Parties (other than the Deal Agent, in its individual capacity) resign as Deal
Agent. If the Deal Agent shall resign, then the Required Investors during such
5-day period shall appoint from among the Secured Parties a successor agent. If
for any reason no successor Deal Agent is appointed by the Required Investors
during such 5-day period, then effective upon the expiration of such 5-day
period, the Secured Parties shall perform all of the duties of the Deal Agent
hereunder and the Seller shall make all payments in respect of the Aggregate
Unpaids or under any fee letter delivered by the Originator to the Deal Agent
and the Secured Parties directly to the applicable Purchaser and for all
purposes shall deal directly with the Secured Parties. After any retiring Deal
Agent's resignation hereunder as Deal Agent, the provisions of Article VIII and
Article IX shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Deal Agent under this Agreement.

     (b) The Liquidity Agent may, upon 5 days' notice to the Seller, the Deal
Agent and the Investors, and the Liquidity Agent will, upon the direction of all
of the Investors (other than the Liquidity Agent, in its individual capacity)
resign as Liquidity Agent. If the Liquidity Agent shall resign, then the
Required Investors during such 5-day period shall appoint from among the
Investors a successor Liquidity Agent. If for any reason no successor Liquidity
Agent is appointed by the Required Investors during such 5-day period, then
effective upon the expiration of such 5-day period, the Investors shall perform
all of the duties of the Liquidity Agent hereunder and all payments in respect
of the outstanding Capital. After any retiring Liquidity Agent's resignation
hereunder as Liquidity Agent, the provisions of Article VIII and Article IX
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Liquidity Agent under this Agreement.



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                                    ARTICLE X

                           ASSIGNMENTS; PARTICIPATIONS

     SECTION 10.1 ASSIGNMENTS AND PARTICIPATIONS.

     (a) Each Investor may upon at least 30 days' notice to VFCC, the Deal Agent
and the Liquidity Agent, and prior to the Termination Date with the consent of
the Seller (which consent shall not be unreasonably withheld), assign to one or
more banks or other entities all or a portion of its rights and obligations
under this Agreement; provided, however, that (i) each such assignment shall be
of a constant, and not a varying percentage of all of the assigning Investor's
rights and obligations under this Agreement, (ii) the amount of the Commitment
of the assigning Investor being assigned pursuant to each such assignment
(determined as of the date of the Assignment and Acceptance with respect to such
assignment) shall in no event be less than the lesser of (a) $10,000,000 or an
integral multiple of $1,000,000 in excess of that amount and (b) the full amount
of the assigning Investor's Commitment, (iii) each such assignment shall be to
an Eligible Assignee, (iv) the parties to each such assignment shall execute and
deliver to the Deal Agent, for its acceptance and recording in the Register, an
Assignment and Acceptance, together with a processing and recordation fee of
$3,000 or such lesser amount as shall be approved by the Deal Agent, (v) the
parties to each such assignment shall have agreed to reimburse the Deal Agent,
the Liquidity Agent and VFCC for all reasonable fees, costs and expenses
(including, without limitation, the reasonable fees and out-of-pocket expenses
of counsel for each of the Deal Agent, the Liquidity Agent and VFCC) incurred by
the Deal Agent the Liquidity Agent and VFCC, respectively, in connection with
such assignment and (vi) there shall be no increased costs, expenses or taxes
incurred by the Deal Agent, the Liquidity Agent or VFCC upon such assignment or
participation; and provided, further, that upon the effective date of such
assignment the provisions of Section 3.03(f) of the Administration Agreement
shall be satisfied. Upon such execution, delivery and acceptance by the Deal
Agent and the Liquidity Agent and the recording by the Deal Agent, from and
after the effective date specified in each Assignment and Acceptance, which
effective date shall be the date of acceptance thereof by the Deal Agent and the
Liquidity Agent, unless a later date is specified therein, (i) the assignee
thereunder shall be a party hereto and, to the extent that rights and
obligations hereunder have been assigned to it pursuant to such Assignment and
Acceptance, have the rights and obligations of an Investor hereunder and (ii)
the Investor assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Investor's rights and obligations under
this Agreement, such Investor shall cease to be a party hereto).

     (b) By executing and delivering an Assignment and Acceptance, the Investor
assignor thereunder and the assignee thereunder confirm to and agree with each
other and the other parties hereto as follows: (i) other than as provided in
such Assignment and Acceptance, such assigning Investor makes no representation
or warranty and assumes no responsibility with respect to any

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statements, warranties or representations made in or in connection with this
Agreement or the execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto; (ii) such assigning Investor makes no representation
or warranty and assumes no responsibility with respect to the financial
condition of VFCC or the performance or observance by VFCC of any of its
obligations under this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of such financial statements and other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon the Deal Agent or the
Liquidity Agent, such assigning Investor or any other Investor and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under this
Agreement; (v) such assigning Investor and such assignee confirm that such
assignee is an Eligible Assignee; (vi) such assignee appoints and authorizes
each of the Deal Agent and the Liquidity Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement as are delegated to
such agent by the terms hereof, together with such powers as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations which by the terms of this
Agreement are required to be performed by it as an Investor.

     (c) The Deal Agent shall maintain at its address referred to herein a copy
of each Assignment and Acceptance delivered to and accepted by it and a register
for the recordation of the names and addresses of the Investors and the
Commitment of, and principal amount of, each Asset Interest owned by each
investor from time to time (the "Register"). The entries in the Register shall
be conclusive and binding for all purposes, absent manifest error, and VFCC, the
Seller and the Investors may treat each Person whose name is recorded in the
Register as an Investor hereunder for all purposes of this Agreement. The
Register shall be available for inspection by VFCC, the Liquidity Agent or any
Investor at any reasonable time and from time to time upon reasonable prior
notice.

     (d) Subject to the provisions of Section 10.1(a), upon its receipt of an
Assignment and Acceptance executed by an assigning Investor and an assignee, the
Deal Agent and the Liquidity Agent shall each, if such Assignment and Acceptance
has been completed and is in substantially the form of Exhibit D hereto, accept
such Assignment and Acceptance, and the Deal Agent shall then (i) record the
information contained therein in the Register and (ii) give prompt notice
thereof to VFCC.

     (e) Each Investor may sell participations to one or more banks or other
entities in or to all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Commitment and
each Asset Interest owned by it); provided, however, that (i) such Investor's
obligations under this Agreement (including, without limitation, its Commitment
hereunder) shall remain unchanged, (ii) such Investor shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Deal Agent and the other Investors shall continue to deal solely
and directly with such Investor in

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connection with such Investor's rights and obligations under this Agreement; and
provided, further, that the Deal Agent shall have confirmed that upon the
effective date of such participation the provisions of Section 3.03(f) of the
Administration Agreement shall be satisfied. Notwithstanding anything herein to
the contrary, each participant shall have the rights of an Investor (including
any right to receive payment) under Sections 2.14 and 2.15; provided, however,
that no participant shall be entitled to receive payment under either such
Section in excess of the amount that would have been payable under such Section
by the Seller to the Investor granting its participation had such participation
not been granted, and no Investor granting a participation shall be entitled to
receive payment under either such Section in an amount which exceeds the sum of
(i) the amount to which such Investor is entitled under such Section with
respect to any portion of any Asset Interest owned by such Investor which is not
subject to any participation plus (ii) the aggregate amount to which its
participants are entitled under such Sections with respect to the amounts of
their respective participations. With respect to any participation described in
this Section 10.1, the participant's rights as set forth in the agreement
between such participant and the applicable Investor to agree to or to restrict
such Investor's ability to agree to any modification, waiver or release of any
of the terms of this Agreement or to exercise or refrain from exercising any
powers or rights which such Investor may have under or in respect of this
Agreement shall be limited to the right to consent to any of the matters set
forth in Section 11.1 of this Agreement.

     (f) Each Investor may, in connection with any assignment or participation
or proposed assignment or participation pursuant to this Section 10.1, disclose
to the assignee or participant or proposed assignee or participant any
information relating to the Seller or VFCC furnished to such Investor by or on
behalf of the Seller or VFCC, but such Investor shall require such assignee or
participant or proposed assignee or participant to keep all such information
confidential.

     (g) In the event (i) an Investor ceases to qualify as an Eligible Assignee,
or (ii) an Investor makes demand for compensation pursuant to Section 2.15 or
Section 2.16, VFCC may, and, upon the direction of the Seller and prior to the
occurrence of the Termination Date, shall, in any such case, notwithstanding any
provision to the contrary herein, replace such Investor with an Eligible
Assignee by giving three Business Days' prior written notice to such Investor.
In the event of the replacement of an Investor, such Investor agrees (i) to
assign all of its rights and obligations hereunder to an Eligible Assignee
selected by VFCC upon payment to such Investor of the amount of such Investor's
Asset Interests together with any accrued and unpaid Yield thereon, all accrued
and unpaid commitment fees owing to such Investor and all other amounts owing to
such Investor hereunder and (ii) to execute and deliver an Assignment and
Acceptance and such other documents evidencing such assignment as shall be
necessary or reasonably requested by VFCC or the Deal Agent. In the event that
any Investor ceases to qualify as an Eligible Assignee, such affected Investor
agrees (1) to give the Deal Agent, the Seller and VFCC prompt written notice
thereof and (2) subject to the following proviso, to reimburse the Deal Agent,
the Liquidity Agent, the Seller, VFCC and the relevant assignee for all fees,
costs and expenses (including, without limitation, the reasonable fees and
out-of-pocket expenses of counsel for each of the Deal Agent, the Liquidity
Agent, the Seller and VFCC and such assignee)

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incurred by the Deal Agent, the Liquidity Agent, the Seller, VFCC and such
assignee. respectively, in connection with any assignment made pursuant to this
Section 10.1(g) by such affected Investor; provided, however, that such affected
Investor's liability for such costs, fees and expenses shall be limited to the
amount of any up-front fees paid to such affected Investor at the time that it
became a party to this Agreement.

     (h) Nothing herein shall prohibit any Investor from pledging or assigning
as collateral any of its rights under this Agreement to any Federal Reserve Bank
in accordance with applicable law and any such pledge or collateral assignment
may be made without compliance with Section 10.1(a) or Section 10.1(b).

     (i) In the event any Investor causes increased costs, expenses or taxes to
be incurred by the Deal Agent, Liquidity Agreement or VFCC in connection with
the assignment or participation of such Investor's rights and obligations under
this Agreement to an Eligible Assignee then such Investor agrees that it will
make reasonable efforts to assign such increased costs, expenses or taxes to
such Eligible Assignee in accordance with the provisions of this Agreement.


                                   ARTICLE XI

                                  MISCELLANEOUS

     SECTION 11.1 AMENDMENTS AND WAIVERS.

     (a) Except as provided in this Section 11.1, no amendment, waiver or other
modification of any provision of this Agreement shall be effective without the
written agreement of the Seller, the Deal Agent, VFCC and the Required
Investors; provided, however, that any amendment of this Agreement which is
solely for the purpose of adding a Purchaser or increasing the Commitment of all
Purchasers may be effected with the written consent of the Deal Agent. Any
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given.

     (b) No amendment, waiver or other modification affecting the rights or
obligations of any Hedge Counterparty shall be effective against such Hedge
Counterparty without the written agreement of such Hedge Counterparty.

     (c) No amendment, waiver or other modification adversely affecting the
rights or obligations of the Backup Servicer or Collateral Custodian shall be
effective against such Backup Servicer or Collateral Custodian without their
written agreement.

     (d) The Seller shall not agree to any amendment, waiver or other
modification if the effect thereof is to jeopardize the Seller's status as a
qualifying special purpose entity under FASB Statement 125, as amended and
interpreted.


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     SECTION 11.2 NOTICES, ETC.

     All notices and other communications provided for hereunder shall, unless
otherwise stated herein, be in writing (including telex communication and
communication by facsimile copy) and mailed, telexed, transmitted or delivered,
as to each party hereto, at its address set forth under its name on the
signature pages hereof or specified in such party's Assignment and Acceptance or
at such other address as shall be designated by such party in a written notice
to the other parties hereto. All such notices and communications shall be
effective, upon receipt, or in the case of (a) notice by mail, five days after
being deposited in the United States mail, first class postage prepaid, (b)
notice by telex, when telexed against receipt of answer back, or (c) notice by
facsimile copy, when verbal communication of receipt is obtained, except that
notices and communications pursuant to Article II shall not be effective until
received with respect to any notice sent by mail or telex.

     SECTION 11.3 [RESERVED.]

     SECTION 11.4 NO WAIVER, RIGHTS AND REMEDIES.

     No failure on the part of the Deal Agent, the Liquidity Agent or any
Secured Party or any assignee of any Secured Party to exercise, and no delay in
exercising, any right or remedy hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right. The
rights and remedies herein provided are cumulative and not exclusive of any
rights and remedies provided by law.

     SECTION 11.5 BINDING EFFECT.

     This Agreement shall be binding upon and inure to the benefit of the
Seller, the Deal Agent, the Liquidity Agent, the Secured Parties and their
respective successors and permitted assigns and, in addition, the provisions of
Section 2.7 and 2.9 applicable to the Hedge Counterparty shall inure to the
benefit of each Hedge Counterparty, whether or not that Hedge Counterparty is a
Secured Party.

     SECTION 11.6 TERM OF THIS AGREEMENT.

     This Agreement, including, without limitation, the Seller's obligation to
observe its covenants set forth in Article V, and the Servicer's obligation to
observe its covenants set forth in Article VI, shall remain in full force and
effect until the Collection Date; provided, however, that the rights and
remedies with respect to any breach of any representation and warranty made or
deemed made by the Seller pursuant to Articles III and IV and the
indemnification and payment provisions of Article VIII and Article IX and the
provisions of Section 11.10 and Section 11.11 shall be continuing and shall
survive any termination of this Agreement.


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     SECTION 11.7   GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION
                    TO VENUE.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK. EACH OF THE SECURED PARTIES, THE SELLER, THE
LIQUIDITY AGENT AND THE DEAL AGENT HEREBY AGREES TO THE NON-EXCLUSIVE
JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW YORK. EACH OF
THE PARTIES HERETO AND EACH SECURED PARTY HEREBY WAIVES ANY OBJECTION BASED ON
FORUM NON CONVENIENS, AND ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED
HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.

     SECTION 11.8 WAIVER OF JURY TRIAL.

     TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH OF THE SECURED PARTIES, THE
SELLER AND THE DEAL AGENT WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN
RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE BETWEEN
THE PARTIES HERETO ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP BETWEEN ANY OF THEM IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY. INSTEAD, ANY SUCH DISPUTE RESOLVED IN COURT
WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

     SECTION 11.9 COSTS, EXPENSES AND TAXES.

     (a) In addition to (but without duplication of) the rights of
indemnification granted to the Deal Agent, the Liquidity Agent, the Secured
Parties and its or their Affiliates and officers, directors, employees and
agents thereof under Article VIII hereof, the Seller agrees to pay on demand all
reasonable costs and expenses of the Deal Agent, the Liquidity Agent, and the
Secured Parties incurred in connection with the preparation, execution,
delivery, administration (including periodic auditing), amendment or
modification of, or any waiver or consent issued in connection with, this
Agreement and the other documents to be delivered hereunder or in connection
herewith, including, without limitation, the reasonable fees and out-of-pocket
expenses of counsel for the Deal Agent, the Liquidity Agent, and the Secured
Parties with respect thereto and with respect to advising the Deal Agent, the
Liquidity Agent, and the Secured Parties as to their respective rights and
remedies under this Agreement and the other documents to be delivered hereunder
or in connection herewith in an amount not to exceed $85,000 (excluding any
Hedge Agreement) provided that the transaction contemplated herein closes on or
before December 29, 1998, and the structure described in the summary of terms
does not materially change, and all costs and expenses, if any (including
reasonable counsel fees and expenses), incurred by the Deal Agent, the Liquidity
Agent, or the Secured Parties in connection with the enforcement of this
Agreement and the other documents to be delivered hereunder or in

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connection herewith (including any Hedge Agreement); provided, that the fees
above other than legal fees may not exceed $5,000 per occurrence and per service
provider without FIB's consent which shall not unreasonably be withheld.

     (b) The Seller shall pay on demand any and all stamp, sales, excise and
other taxes (excluding taxes based on income) and fees payable or determined to
be payable in connection with the execution, delivery, filing and recording of
this Agreement, the other documents to be delivered hereunder or any agreement
or other document providing liquidity support, credit enhancement or other
similar support to the Purchasers in connection with this Agreement or the
funding or maintenance of Capital hereunder.

     (c) The Seller shall pay on demand all other costs, expenses and taxes
(excluding income taxes) ("Other Costs"), including, without limitation, all
reasonable costs and expenses incurred by the Deal Agent in connection with
periodic audits of the Seller's or the Servicer's books and records and the cost
of rating VFCC's commercial paper by independent financial rating agencies,
which are incurred as a result of the execution of this Agreement.

     SECTION 11.10 NO PROCEEDINGS.

     Each of the Seller, the Deal Agent, the Liquidity Agent and the Secured
Parties hereby agrees that it will not institute against, or join any other
Person in instituting against VFCC any proceedings of the type referred to in
Section 4.1(f) 50 long as any commercial paper issued by VFCC shall be
outstanding and there shall not have elapsed one year and one day since the last
day on which any such commercial paper shall have been outstanding.

     SECTION 11.11 RECOURSE AGAINST CERTAIN PARTIES.

     (a) No recourse under or with respect to any obligation, covenant or
agreement (including, without limitation, the payment of any fees or any other
obligations) of any Secured Party as contained in this Agreement or any other
agreement, instrument or document entered into by it pursuant hereto or in
connection herewith shall be had against any manager or administrator of such
Secured Party or any incorporator, affiliate, stockholder, officer, employee or
director of such Secured Party or of any such manager or administrator, as such,
by the enforcement of any assessment or by any legal or equitable proceeding, by
virtue of any statute or otherwise it being expressly and understood that the
agreements of such Secured Party contained in this Agreement and all of the
other agreements, instruments and documents entered into by it pursuant hereto
or in connection herewith are, in each case, solely the corporate obligations of
such Secured Party, and that no personal liability whatsoever shall attach to or
be incurred by any manager or administrator of such Secured Party or any
incorporator, stockholder, affiliate, officer, employee or director of such
Secured Party or of any such manager or administrator, as such, or any other of
them, under or by reason of any of the obligations. covenants or agreements of
such Secured Party contained in this Agreement or in any other such instruments,
documents or agreements, or which are implied therefrom, and that any and all
personal liability of every such manager or administrator of such Secured Party
and each

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incorporator, stockholder, affiliate, officer, employee or director of such
Secured Party or of any such administrator, or any of them, for breaches by such
Secured Party of any such obligations, covenants or agreements, which liability
may arise either at common law or at equity, by statute or constitution, or
otherwise, is hereby expressly waived as a condition of and in consideration for
the execution of this Agreement.

     (b) Notwithstanding anything in this Agreement or any other Transaction
Document to the contrary, VFCC shall have no obligation to pay any amount
required to be paid by it hereunder or thereunder in excess of any amount
available to VFCC after paying or making provision for the payment of its
Commercial Paper Notes. All payment obligations of VFCC hereunder are contingent
upon the availability of funds in excess of the amounts necessary to pay
Commercial Paper Notes; and each of the Seller, the Servicer, the Backup
Servicer, the Deal Agent, the Liquidity Agent and the Secured Parties agrees
that they shall not have a claim under Section 101(5) of the Bankruptcy Code if
and to the extent that any such payment obligation exceeds the amount available
to VFCC to pay such amounts after paying or making provision for the payment of
its Commercial Paper Notes.

     (c) The provisions of this Section 11.11 shall survive the termination of
this Agreement.

     SECTION 11.12  PROTECTION OF OWNERSHIP INTEREST; APPOINTMENT OF DEAL AGENT
                    AS ATTORNEY-IN-FACT.

     (a) The Seller agrees that from time to time, at its expense, it will
promptly execute and deliver all instruments and documents, and take all
actions, that may reasonably be necessary or desirable, or that the Deal Agent
may reasonably request, to perfect, protect or more fully evidence the Asset
Interests and the undivided ownership interest in the Assets in the Asset Pool
represented by such Asset Interests, or to enable the Deal Agent or the Secured
Parties to exercise and enforce their rights and remedies hereunder.

     (b) If the Seller or the Servicer fails to perform any of its obligations
hereunder after five Business Days' notice from the Deal Agent, the Deal Agent
or any Secured Party may (but shall not be required to) perform, or cause
performance of, such obligation; and the Deal Agent's or such Secured Party's
reasonable costs and expenses incurred in connection therewith shall be payable
by the Seller (if the Servicer that fails to so perform is the Seller or an
Affiliate thereof) as provided in Article VIII, as applicable. The Seller
irrevocably authorizes the Deal Agent and appoints the Deal Agent as its
attorney-in-fact to act on behalf of the Seller (i) to execute on behalf of the
Seller as debtor and to file financing statements necessary or desirable in the
Deal Agent's sole discretion to perfect and to maintain the perfection and
priority of the interest of the Secured Parties in the Asset Pool and (ii) to
file a carbon, photographic or other reproduction of this Agreement or any
financing statement with respect to the Asset Pool as a financing statement in
such offices as the Deal Agent in its sole discretion deems necessary or
desirable to perfect and to maintain the perfection and priority of the
interests of the Secured Parties in the Asset Pool. This appointment is coupled
with an interest and is irrevocable.


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     (c) The parties hereto intend that the conveyance of Asset Interests by the
Seller to the Purchasers shall be treated as sales for all purposes. If, despite
such intention, a determination is made that such transactions shall not be
treated as sales, then the parties hereto intend that this Agreement constitutes
a security agreement and the transactions effected hereby constitute secured
loans by the Purchasers to the Seller under applicable law. For such purpose,
the Seller hereby transfers, conveys, assigns and grants to the Deal Agent, for
the benefit of the Secured Parties, a continuing security interest in all
Assets, all Collections, all Hedging Agreements and the proceeds of the
foregoing to secure the repayment of all Capital, all payments at any time due
or accrued in respect of the Yield on any Asset Interest and all other payments
at any time due (whether accrued or due) by the Seller hereunder (including
without limit any amount owing under Article VIII hereof), under any Hedging
Agreement (including, without limitation, payments in respect of the termination
of any such Hedging Agreement) or under any fee letter to the Deal Agent and
each Purchaser.

     SECTION 11.13 CONFIDENTIALITY

     (a) Each of the Deal Agent, the Secured Parties, the Liquidity Agent and
the Seller shall maintain and shall cause each of its employees and officers to
maintain the confidentiality of the Agreement and the other confidential
proprietary information with respect to the other parties hereto and their
respective businesses obtained by it or them in connection with the structuring,
negotiating and execution of the transactions contemplated herein, except that
each such party and its officers and employees may (i) disclose such information
to its external accountants and attorneys and as required by an applicable law
or order of any judicial or administrative proceeding, (ii) disclose the
existence of this Agreement, but not the financial terms thereof and (iii)
disclose the Agreement and such information in any suit, action. proceeding or
investigation (whether in law or in equity or pursuant to arbitration) involving
and of the Transaction Documents or any Hedging Agreement for the purpose of
defending itself, reducing itself, reducing its liability, or protecting or
exercising any of its claims, rights, remedies, or interests under or in
connection with any of the Transaction Documents or any Hedging Agreement.

     (b) Anything herein to the contrary notwithstanding, the Seller hereby
consents to the disclosure of any nonpublic information with respect to it (i)
to the Deal Agent, the Liquidity Agent, or the Secured Parties by each other,
(ii) by the Liquidity Agent, the Deal Agent or the Secured Parties to any
prospective or actual Eligible Assignee or participant of any of them or (iii)
by the Deal Agent, the Liquidity Agent or the Secured Parties to any Rating
Agency, commercial paper dealer or provider of a surety, guaranty or credit or
liquidity enhancement to a Secured Party and to any officers, directors,
employees, outside accountants and attorneys of any of the foregoing, provided
each such Person is informed of the confidential nature of such information and
agree to be bound hereby. In addition, the Secured Parties, the Liquidity Agent
and the Deal Agent may disclose any such nonpublic information pursuant to any
law, rule. regulation, direction, request or order of any judicial,
administrative or regulatory authority or proceedings.


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     SECTION 11.14 EXECUTION IN COUNTERPARTS; SEVERABILITY; INTEGRATION.

     This Agreement may be executed in any number of counterparts and by
different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which when taken together
shall constitute one and the same agreement. In case any provision in or
obligation under this Agreement shall be invalid, illegal or unenforceable in
any jurisdiction, the validity, legality and enforceability of the remaining
provisions or obligations, or of such provision or obligation in any other
jurisdiction, shall not in any way be affected or impaired thereby. This
Agreement contains the final and complete integration of all prior expressions
by the parties hereto with respect to the subject matter hereof and shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, superseding all prior oral or written understandings
other than any fee letter delivered by the Originator to the Deal Agent and the
Purchasers.


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<PAGE>   102



     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.

THE SELLER:                               FNBNE FUNDING CORP.

                                          By:      /s/Theodore Horan
                                          Name:    Theodore Horan
                                          Title:   Vice President


THE SERVICER:                             FIRST INTERNATIONAL BANK
                                          (f/k/a First National Bank of England)

                                          By:         /s/ Theodore Horan
                                          Name:       Theodore Horan
                                          Title:       Senior Vice President



                  [SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




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<PAGE>   103




THE REQUIRED INVESTORS:             FIRST UNION NATIONAL BANK

                                    By:      /s/Bill A. Shirley
                                    Name:    Bill A. Shirley
                                    Title:   Senior Vice President

                                    Commitment:  $65,000,000

                                    First Union National Bank
                                    One First Union Center, TW-9
                                    Charlotte, North Carolina  28288
                                    Attention:  Capital Markets Credit
                                                Administration
                                    Facsimile:  (704) 374-3254
                                    Telephone:  (704) 374-4001


THE DEAL AGENT:                     FIRST UNION CAPITAL MARKETS CORP.

                                    By:     /s/James L. Sigman
                                    Name:   James L. Sigman
                                    Title:  Director

                                    First Union National Bank
                                    One First Union Center, TW-9
                                    Charlotte, North Carolina  28288
                                    Attention:  Conduit Administration
                                    Facsimile:  (704) 383-6036
                                    Telephone:  (704) 383-9343



                  [SIGNATURES CONTINUED ON THE FOLLOWING PAGE]




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<PAGE>   104



THE HEDGE COUNTERPARTY:             FIRST UNION NATIONAL BANK

                                    By:       /s/Bill A. Shirley
                                    Name:     Bill A. Shirley
                                    Title:    Senior Vice President

                                    First Union National Bank
                                    One First Union Center, TW-9
                                    Charlotte, North Carolina  28288
                                    Attention:  Capital Markets Credit
                                                Administration
                                    Facsimile:  (704) 374-3254
                                    Telephone:  (704) 374-4001


THE LIQUIDITY AGENT:                FIRST UNION NATIONAL BANK

                                    By:     /s/Bill A. Shirley
                                    Name:   Bill A. Shirley
                                    Title:  Senior Vice President

                                    First Union National Bank
                                    One First Union Center, TW-9
                                    Charlotte, North Carolina  28288
                                    Attention:  Capital Markets Credit
                                                Administration
                                    Facsimile:  (704) 374-3254
                                    Telephone:  (704) 374-4001

                  [SIGNATURES CONTINUED ON THE FOLLOWING PAGE]



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<PAGE>   105



THE COLLATERAL CUSTODIAN            HSBC BANK USA

                                    By:      /s/Susan Barstock
                                    Name:    Susan Barstock
                                    Title:   Assistant Vice President

                                    HSBC Bank USA
                                    140 Broadway
                                    Corporate Trust Department, 12th Floor
                                    New York, New York 10005
                                    Attention:  Susan Barstock
                                    Facsimile:  (212) 658-6425
                                    Telephone:  (212) 658-2079



THE BACKUP SERVICER                 HSBC BANK USA

                                    By:       /s/Susan Barstock
                                    Name:    Susan Barstock
                                    Title:   Assistant Vice President


                                    HSBC Bank USA
                                    140 Broadway
                                    Corporate Trust Department, 12th Floor
                                    New York, New York 10005
                                    Attention:  Susan Barstock
                                    Facsimile:  (212) 658-6425
                                    Telephone:


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