<PAGE>

                                                                   Exhibit 10.45

                             STOCK PLEDGE AGREEMENT
                             ----------------------

                          DATED as of February 20, 2002



                                     between


                             MEDALLION FUNDING CORP.

                                       and

                          FLEET NATIONAL BANK, as Agent
                               and secured party,
                               for the benefit of

                                  THE BANKS AND

        THE HOLDERS OF COMMERCIAL PAPER ISSUED BY MEDALLION FUNDING CORP.


<PAGE>


                                TABLE OF CONTENTS
                                -----------------

    1    Pledge of Stock, etc .........................................  2
    1.1  Pledge of Stock ..............................................  2
    1.2  Intercreditor Agreement ......................................  2
    1.3  Additional Stock .............................................  2
    1.4  Pledge of Cash Collateral Account ............................  2
    2    Definitions ..................................................  2
    3    Security for Obligations .....................................  3
    4    Liquidation, Recapitalization, etc ...........................  3
    4.1  Distributions Paid to Agent ..................................  3
    4.2  Cash Collateral Account ......................................  4
    4.3  Company's Rights to Cash Collateral, etc .....................  4
    5    Warranty of Title; Authority .................................  5
    6    Dividends, Voting, etc., Prior to Maturity ...................  5
    7    Remedies .....................................................  5
    7.1  In General ...................................................  5
    7.2  Sale of Stock Collateral .....................................  6
    7.3  Registration of Stock ........................................ 10
    7.4  Private Sales ................................................ 11
    7.5  Company's Agreements, etc .................................... 10
    7.6  Waiver by Agent or Banks ..................................... 10
    8    Release of Collateral; Subordination of Lien ................. 12
    9    Marshalling .................................................. 13
    10   Company's Obligations Not Affected ........................... 12
    11   Transfer, etc., by Company ................................... 14
    12   Further Assurances ........................................... 14
    13   Agent's Exoneration .......................................... 15
    14   Indemnity .................................................... 16
    15   Banks' Freedom of Dealing .................................... 16
    16   Agent May Perform; Actions of Agent .......................... 16
    17   Agent's Duties ............................................... 17
    18   Resignation of Agent; Successor Agent ........................ 18
    19   No Waiver, etc ............................................... 19
    20   Notice, etc .................................................. 19
    21   Termination .................................................. 19
    22   Overdue Amounts .............................................. 19
    23   CP Holders ................................................... 19
    24   Governing Law; Consent to Jurisdiction ....................... 20
    25   Waiver of Jury Trial ......................................... 20
    26   Miscellaneous ................................................ 20


<PAGE>


                             STOCK PLEDGE AGREEMENT
                             ----------------------

         This STOCK PLEDGE AGREEMENT is made as of February 20, 2002, by and
between MEDALLION FUNDING CORP., a New York corporation (the "Company"), and
FLEET NATIONAL BANK, a national banking association, as agent (hereinafter in
such capacity, the "Administrative Agent") for itself and the other banking
institutions (hereinafter, collectively, the "Banks") which are or may become
parties to an Amended and Restated Loan Agreement dated as of December 24, 1997
(as amended and in effect from time to time, the "Loan Agreement"), among
Medallion Funding Corp. ("Funding"), the Banks and the Administrative Agent and
as collateral agent for the Administrative Agent, the Banks and the CP Holders
(as defined in the Loan Agreement) (in such capacity, the "Agent").

         WHEREAS, the Company is the direct legal and beneficial owner of all of
the issued and outstanding shares of each class of the capital stock of the
corporation described on Annex A (the "Subsidiary");
                         -------

         WHEREAS, it is a post-closing condition to Amendment No. 6 (as defined
in the Loan Agreement) that the Company execute and deliver to the Agent, for
the benefit of the Banks and the Agent, a pledge agreement in substantially the
form hereof;

         WHEREAS, the Banks are willing to consent to the grant of the security
interest in the Collateral to the Agent for the benefit of the CP Holders (in
addition to the Banks and the Agent), provided that in the case of each of the
CP Holders such security interest granted to the Agent for such CP Holder's
benefit shall only be effective to the extent that such CP Holder has (a)
designated the Agent as collateral agent for such CP Holder for purposes of this
Agreement on terms and conditions satisfactory to the Agent and with duties
consistent with those necessary to enable the Agent (in its opinion) to perform
its duties as collateral agent under this Agreement, (b) consented to and agreed
to be bound by the terms of this Agreement and to the Agent, entering into this
Agreement on such CP Holder's behalf, and (c) agreed to indemnify the Agent, in
a manner satisfactory to the Agent, with respect to the Agent's responsibilities
as collateral agent under this Agreement on such CP Holder's behalf;

         WHEREAS, by accepting the security granted by, and the other benefits
of, this Agreement, each CP Holder shall be deemed to have (a) designated the
Agent as collateral agent for such CP Holder for purposes of this Agreement on
the terms and conditions set forth herein, (b) consented to the terms of this
Agreement and to the Agent, entering into this Agreement on such CP Holder's
behalf, and (c) agreed to indemnify the Agent, pursuant to the terms of this
Agreement, as collateral agent under this Agreement on such CP Holder's behalf;
and

         WHEREAS, the Company wishes to grant pledges and security interests in
favor of the Agent, for the benefit of the Banks, the CP Holders and the Agent,
as herein provided;

<PAGE>
                                      -2-

         NOW, THEREFORE, in consideration of the premises contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:

          1.  Pledge of Stock, etc.
              ---------------------

                  1.1. Pledge of Stock. The Company hereby pledges, assigns,
                       ---------------
         grants a security interest in, and delivers to the Agent, for the
         benefit of the Banks, the CP Holders, the Administrative Agent and the
         Agent, all of the shares of capital stock of the Subsidiary of every
         class, as more fully described on Annex A hereto, to be held by the
                                           -------
         Agent, for the ratable benefit of the Banks, the CP Holders, the
         Administrative Agent and the Agent, subject to the terms and conditions
         hereinafter set forth. The certificates for such shares, accompanied by
         undated stock powers or other appropriate instruments of assignment
         thereof duly executed in blank by the Company, have been delivered to
         the Agent.

                  1.2. Intercreditor Agreement. The Agent, on behalf of itself,
                       -----------------------
         the CP Holders and the Banks, acknowledges and agrees that the Stock
         Collateral granted to the Agent for the benefit of itself, the CP
         Holders and the Banks pursuant to this Agreement, shall constitute the
         "Collateral" as defined in the Intercreditor Agreement and shall be
         subject to the provisions of the Intercreditor Agreement for so long as
         the Intercreditor Agreement may be in effect.

                  1.3. Additional Stock. In case the Company shall acquire any
                       ----------------
         additional shares of the capital stock of the Subsidiary or corporation
         which is the successor of the Subsidiary, or any securities
         exchangeable for or convertible into shares of such capital stock of
         any class of the Subsidiary, by purchase, stock dividend, stock split
         or otherwise, then the Company shall forthwith deliver to and pledge
         such shares or other securities to the Agent, for the benefit of the
         Banks, the CP Holders, the Administrative Agent and the Agent, under
         this Agreement and shall deliver to the Agent forthwith any
         certificates therefor, accompanied by undated stock powers or other
         appropriate instruments of assignment duly executed by the Company in
         blank. The Company agrees that the Agent may from time to time attach
         as Annex A hereto an updated list of the shares of capital stock or
         securities at the time pledged with the Agent hereunder.

                  1.4. Pledge of Cash Collateral Account. The Company also
                       ---------------------------------
         hereby pledges, assigns, grants a security interest in, and delivers to
         the Agent, for the benefit of the Banks, the CP Holders, the
         Administrative Agent and the Agent, the Cash Collateral Account and all
         of the Cash Collateral as such terms are hereinafter defined.

          2. Definitions. The term "Obligations" shall have the meaning provided
             -----------
therefor in the Borrower Security Agreement (as defined in the Loan Agreement);
all other capitalized terms used herein without definition shall have the
respective meanings provided therefor in the Loan Agreement. Terms used herein
and not defined in the Loan

<PAGE>

                                      -3-

Agreement or otherwise defined herein that are defined in the Loan Agreement
have such defined meanings herein, unless the context otherwise indicated or
requires, and the following terms shall have the following meanings:

         Cash Collateral.  See(S).4.
         ---------------

         Cash Collateral Account.  See(S).4.
         -----------------------

         Stock. The shares of stock described in Annex A attached hereto and any
         -----                                   ----- -
additional shares of stock at the time pledged with the Agent hereunder.

         Stock Collateral. The property at any time pledged to the Agent
         ----------------
hereunder (whether described herein or not) and all income therefrom, increases
therein and proceeds thereof, including without limitation that included in Cash
Collateral, but excluding from the definition of "Stock Collateral" any income,
increases or proceeds received by the Company to the extent expressly permitted
by (S).6.

         Time Deposits.  See(S).4.
         -------------

          3. Security for Obligations. This Agreement and the security interest
             ------------------------
in and pledge of the Stock Collateral hereunder are made with and granted to the
Agent, for the benefit of the Banks, the CP Holders, the Administrative Agent
and the Agent, as security for the payment and performance in full of all the
Obligations and of the obligations in respect of the Permitted Debt owing to the
CP Holders.

          4.  Liquidation, Recapitalization, etc.
              ----------------------------------

                  4.1. Distributions Paid to Agent. Any sums or other property
                       ---------------------------

         paid or distributed upon or with respect to any of the Stock, whether
         by dividend or redemption or upon the liquidation or dissolution of the
         issuer thereof or otherwise, shall, except to the limited extent
         provided in (S).6, be paid over and delivered to the Agent to be held
         by the Agent, for the benefit of the Banks, the CP Holders, the
         Administrative Agent and the Agent, as security for the payment and
         performance in full of all of the Obligations and of the obligations in
         respect of the Permitted Debt owing to the CP Holders. In case,
         pursuant to the recapitalization or reclassification of the capital of
         the issuer thereof or pursuant to the reorganization thereof, any
         distribution of capital shall be made on or in respect of any of the
         Stock or any property shall be distributed upon or with respect to any
         of the Stock, the property so distributed shall be delivered to the
         Agent, for the benefit of the Banks, the CP Holders, the Administrative
         Agent and the Agent, to be held by it as security for the Obligations
         and of the obligations in respect of the Permitted Debt owing to the CP
         Holders. Except to the limited extent provided in (S).6, all sums of
         money and property paid or distributed in respect of the Stock, whether
         as a dividend or upon such a liquidation, dissolution, recapitalization
         or reclassification or otherwise, that are received by the Company
         shall, until paid or delivered to the Agent, be held in trust for the
         Agent, for the benefit of the Banks, the CP Holders, the Administrative
         Agent and the Agent, as

<PAGE>

                                      -4-

         security for the payment and performance in full of all of the
         Obligations and of the obligations in respect of the Permitted Debt
         owing to the CP Holders.

                  4.2. Cash Collateral Account. All sums of money that are
                       -----------------------

         delivered to the Agent pursuant to this (S).4 shall be deposited into
         an interest bearing account with the Agent (the "Cash Collateral
         Account"). Some or all of the funds from time to time in the Cash
         Collateral Account may be invested in time deposits, including, without
         limitation, certificates of deposit issued by the Agent (such
         certificates of deposit or other time deposits being hereinafter
         referred to, collectively, as "Time Deposits"), that are satisfactory
         to the Agent after consultation with the Company, provided, that, in
                                                           --------
         each such case, arrangements satisfactory to the Agent are made and are
         in place to perfect and to insure the first priority of the Agent's
         security interest therein. Interest earned on the Cash Collateral
         Account and on the Time Deposits, and the principal of the Time
         Deposits at maturity that is not invested in new Time Deposits, shall
         be deposited in the Cash Collateral Account. The Cash Collateral
         Account, all sums from time to time standing to the credit of the Cash
         Collateral Account, any and all Time Deposits, any and all instruments
         or other writings evidencing Time Deposits and any and all proceeds or
         any thereof are hereinafter referred to as the "Cash Collateral."

                  4.3. Company's Rights to Cash Collateral, etc. Except as
                       ----------------------------------------
         otherwise expressly provided in (S).16, the Company shall have no right
         to withdraw sums from the Cash Collateral Account, to receive any of
         the Cash Collateral or to require the Agent to part with the Agent's
         possession of any instruments or other writings evidencing any Time
         Deposits.

          5. Warranty of Title; Authority. The Company hereby represents and
             ----------------------------
warrants that: (i) the Company has good and marketable title to, and is the sole
record and beneficial owner of, the Stock described in (S).1, subject to no
pledges, liens, security interests, charges, options, restrictions or other
encumbrances except the pledge and security interest created by this Agreement
and Permitted Liens, (ii) all of the Stock described in (S).1 is validly issued,
fully paid and non-assessable, (iii) the Company has full power, authority and
legal right to execute, deliver and perform its obligations under this Agreement
and to pledge and grant a security interest in all of the Stock Collateral
pursuant to this Agreement, and the execution, delivery and performance hereof
and the pledge of and granting of a security interest in the Stock Collateral
hereunder have been duly authorized by all necessary corporate or other action
and do not contravene any law, rule or regulation or any provision of the
Company's charter documents or by-laws or of any judgment, decree or order of
any tribunal or of any agreement or instrument to which the Company is a party
or by which it or any of its property is bound or affected or constitute a
default thereunder, and (iv) the information set forth in Annex A hereto
                                                          ----- -
relating to the Stock is true, correct and complete in all respects. The Company
covenants that it will defend the rights of the Banks, the CP Holders, the
Administrative Agent and the Agent and security interest of the Agent, for the
benefit of the Banks, the CP Holders, the Administrative Agent and the Agent, in
such Stock against the claims

<PAGE>

                                      -5-

and demands of all other persons whomsoever. The Company further covenants that
it will have the like title to and right to pledge and grant a security interest
in the Stock Collateral hereafter pledged or in which a security interest is
granted to the Agent hereunder and will likewise defend the rights, pledge and
security interest thereof and therein of the Banks, the CP Holders, the
Administrative Agent and the Agent.

          6. Dividends, Voting, etc., Prior to Maturity. So long as no Default
             ------------------------------------------
or Event of Default shall have occurred and be continuing, the Company shall be
entitled to receive all cash dividends paid in respect of the Stock, to vote the
Stock and to give consents, waivers and ratifications in respect of the Stock;
provided, however, that no vote shall be cast or consent, waiver or ratification
--------  -------
given by the Company if the effect thereof would in the reasonable judgment of
the Required Banks impair any of the Stock Collateral or be inconsistent with or
result in any violation of any of the provisions of the Loan Agreement or any of
the other Loan Documents. All such rights of the Company to receive cash
dividends shall cease in case a Default or an Event of Default shall have
occurred and be continuing. All such rights of the Company to vote and give
consents, waivers and ratifications with respect to the Stock shall, at the
Agent's option, as evidenced by the Agent's notifying the Company of such
election, cease in case a Default or an Event of Default shall have occurred and
be continuing.

          7.  Remedies.
              ---------

                  7.1. In General. If a Default or an Event of Default shall
                       ----------
         have occurred and be continuing, the Agent shall thereafter have the
         following rights and remedies (to the extent permitted by applicable
         law) in addition to the rights and remedies of a secured party under
         the Uniform Commercial Code of the State of New York (the "New York
         UCC"), all such rights and remedies being cumulative, not exclusive,
         and enforceable alternatively, successively or concurrently, at such
         time or times as the Agent deems expedient:

                           (a) if the Agent so elects and gives notice of such
                  election to the Company, the Agent may vote any or all shares
                  of the Stock (whether or not the same shall have been
                  transferred into its name or the name of its nominee or
                  nominees) for any lawful purpose, including, without
                  limitation, if the Agent so elects, for the liquidation of the
                  assets of the issuer thereof, and give all consents, waivers
                  and ratifications in respect of the Stock and otherwise act
                  with respect thereto as though it were the outright owner
                  thereof (the Company hereby irrevocably constituting and
                  appointing the Agent the proxy and attorney-in-fact of the
                  Company, with full power of substitution, to do so);

                           (b) the Agent may demand, sue for, collect or make
                  any compromise or settlement the Agent deems suitable in
                  respect of any Stock Collateral;

<PAGE>

                                      -6-

                           (c) the Agent may sell, resell, assign and deliver,
                  or otherwise dispose of any or all of the Stock Collateral,
                  for cash or credit or both and upon such terms at such place
                  or places, at such time or times and to such entities or other
                  persons as the Agent thinks expedient, all without demand for
                  performance by the Company or any notice or advertisement
                  whatsoever except as expressly provided herein or as may
                  otherwise be required by law;

                           (d) the Agent may cause all or any part of the Stock
                  held by it to be transferred into its name or the name of its
                  nominee or nominees; and

                           (e) the Agent may set off against the Obligations and
                  of the obligations in respect of the Permitted Debt owing to
                  the CP Holders any and all sums deposited with it or held by
                  it, including without limitation, any sums standing to the
                  credit of the Cash Collateral Account and any Time Deposits
                  issued by the Agent.

                           (f) Each of the Banks and CP Holders (with the CP
                  Holders being deemed to so agree by accepting the security
                  interests granted hereunder and the other benefits provided
                  hereby) acknowledges and agrees that (i) it shall only have
                  recourse to the Collateral through the Agent and that it shall
                  have no independent recourse to the Collateral and (ii) the
                  Agent shall have no obligation to take any action, or refrain
                  from taking any action, except upon instructions from the
                  Required Banks in accordance with the provisions hereunder. To
                  the extent that the Agent, acting as Agent hereunder,
                  exercises any rights or omits to exercise any rights under
                  this Agreement at any time for the benefit of the
                  Administrative Agent or the Banks (whether requested by the
                  Required Banks thereunder or otherwise) with respect to any of
                  the Collateral, such exercise or omission shall likewise be
                  deemed to be authorized by the CP Holders and the Paying Agent
                  for performance (or omission) by the Agent hereunder for the
                  benefit of the CP Holders. In furtherance of the foregoing,
                  the Agent may exercise (or omit to exercise) all rights
                  requested by the Required Banks under this Agreement without
                  first giving notice or consulting with any CP Holder or the
                  Paying Agent.

                  7.2. Sale of Stock Collateral. In the event of any disposition
                       ------------------------
         of the Stock Collateral as provided in clause (c) of (S).7.1, the Agent
         shall give to the Company at least five Business Days prior written
         notice of the time and place of any public sale of the Stock Collateral
         or of the time after which any private sale or any other intended
         disposition is to be made. The Company hereby acknowledges that five
         Business Days prior written notice of such sale or sales shall be
         reasonable notice. The Agent may enforce its rights hereunder without
         any other notice and without compliance with any other condition
         precedent now or hereunder imposed by statute, rule of law or otherwise
         (all of which are hereby expressly waived by the

<PAGE>

                                      -7-

         Company, to the fullest extent permitted by law). The Agent may buy any
         part or all of the Stock Collateral at any public sale and if any part
         or all of the Stock Collateral is of a type customarily sold in a
         recognized market or is of the type which is the subject of
         widely-distributed standard price quotations, the Agent may buy at
         private sale and may make payments thereof by any means. The Agent may
         apply the cash proceeds actually received from any sale or other
         disposition to the reasonable expenses of retaking, holding, preparing
         for sale, selling and the like, to reasonable attorneys' fees, travel
         and all other expenses which may be incurred by the Agent in attempting
         to collect the Obligations and of the obligations in respect of the
         Permitted Debt owing to the CP Holders or to enforce this Agreement or
         in the prosecution or defense of any action or proceeding related to
         the subject matter of this Agreement, and then to the Obligations and
         of the obligations in respect of the Permitted Debt owing to the CP
         Holders in accordance with this (S).7.2. The proceeds of any collection
         or sale of, or other realization upon, all or any part of the Stock
         Collateral shall be applied by the Agent, following application of such
         proceeds in accordance with the terms of Section 5 of the Intercreditor
         Agreement in the following order of priority:

                  first, to payment of the expenses of sale or other
         realization, including reasonable compensation to the Agent and its
         agents and counsel and all expenses, liabilities, advances incurred or
         made by the Agent in connection therewith, and any other unreimbursed
         expenses for which the Agent is to be reimbursed under this Agreement;

                  second, to the payment of the Obligations (after taking into
         account amounts not then due and payable) and of the obligations in
         respect of the Permitted Debt owing to the CP Holders and the CP Debt
         (to the extent it constitutes Permitted Debt), pro rata in accordance
                                                        --- ----
         with the respective outstanding balances thereof (including principal,
         interest, fees and all other amounts due thereunder); and

                  third, after indefeasible payment in full of all Obligations
         and of the obligations in respect of the Permitted Debt owing to the CP
         Holders and all CP Debt, to payment to the Company or Funding or its
         successors and assigns, or as a court of competent jurisdiction may
         direct, of any surplus then remaining from such proceeds.

                  The Agent may make distributions hereunder in cash or in kind,
         but such distributions to the Banks shall in all events be made pro
         rata on the basis of the respective Exposure Percentages of the
         Obligations and of the obligations in respect of the Permitted Debt
         owing to the CP Holders. Distributions made under clause "second" above
         may also be made in a combination of cash or property, but
         distributions to the Banks shall be made pro rata on the basis of the
         respective Exposure Percentages of the Obligations and of the
         obligations in respect of the

<PAGE>

                                      -8-

         Permitted Debt owing to the CP Holders. Distributions made under
         clauses "first" and "third" may also be made in a combination of cash
         or property. Any deficiency remaining, after application of such cash
         or cash proceeds to the Obligations and of the obligations in respect
         of the Permitted Debt owing to the CP Holders, shall continue to be
         Obligations and of the obligations in respect of the Permitted Debt
         owing to the CP Holders for which the Company or Funding remains
         liable.

                  In making the determinations and allocations required by this
         (S).7.2 or otherwise by this Agreement, the Agent may rely upon
         information supplied by the Banks as to the amounts of the Obligations
         and of the obligations in respect of the Permitted Debt owing to the CP
         Holders held by them and supplied by the CP Holders or the Paying Agent
         as to the amounts owed on the CP Debt, or as to other matters (with
         each such matter being conclusively deemed to be proved or established
         by a certificate executed by an officer of such Person), and the Agent
         shall have no liability to any of the Banks, the Paying Agent or any of
         the CP Holders for actions taken in reliance upon such information. All
         distributions made by the Agent pursuant to this (S).7.2 shall be
         final, and the Agent shall have no duty to inquire as to the
         application by the Banks, the Paying Agent or the CP Holders of any
         amount distributed to them. However, if at any time the Agent
         determines that an allocation was based upon a mistake of fact
         (including without limitation, mistakes based on an assumption that
         principal or interest or any other amount has been paid by payments
         that are subsequently recovered from the recipient thereof through the
         operation of any bankruptcy, reorganization, insolvency or other laws
         or otherwise), the Agent may in its discretion, but shall not, subject
         to this (S).7.2, be obligated to, adjust subsequent allocations and
         distributions hereunder so that, on a cumulative basis, the Banks and
         the CP Holders receive the distributions to which they would have been
         entitled if such mistake of fact had not been made. If any dispute or
         disagreement shall arise as to the allocation of any sum of money
         received by the Agent hereunder or under any Security Document, the
         Agent shall have the right to deliver such sum to a court of competent
         jurisdiction and therein commence an action for interpleader. If,
         through the operation of any bankruptcy, reorganization, insolvency or
         other laws or otherwise, the security interests created hereby are
         enforced with respect to some, but not all, of the Obligations and of
         the obligations in respect of the Permitted Debt owing to the CP
         Holders and the CP Debt, the Agent shall nonetheless apply the proceeds
         for the benefit of the Banks and the CP Holders in the proportion and
         subject to the priorities of (S).7.2 hereof. Only after such
         applications, and after payment by the Agent of any amount required by
         Sections 9-615(a)(3) and 9-615(b) of the New York UCC, need the Agent
         account to the Company for any surplus. To the extent that any of the
         Obligations and of the obligations in respect of the Permitted Debt
         owing to the CP Holders are to be paid or performed by a person other
         than the Company, the Company, to the extent permitted by law, waives
         and agrees not to assert any rights or privileges which it may have
         under Sections 9-210, 9-620, 9-621, 9-623, and 9-625 of the New York
         UCC.

<PAGE>

                                      -9-

                  If any Bank, the Paying Agent or any CP Holder (with the CP
         Holders being deemed to so agree by accepting the security interests
         granted hereunder and the other benefits provided hereby) acquires
         custody, control or possession of any Stock Collateral or proceeds
         therefrom, other than pursuant to the terms of this Agreement, such
         Bank, the Paying Agent or such CP Holder shall promptly cause such
         Stock Collateral or proceeds to be delivered to or put in the custody,
         possession or control of the Agent or, if the Agent shall so designate,
         an agent of the Agent (which agent may be a branch or affiliate of the
         Agent, the Administrative Agent or any Bank) in the same form of
         payment received, with appropriate endorsements, in the country in
         which such Stock Collateral is held for distribution in accordance with
         the provisions of this Section. Until such time as the provisions of
         the immediately preceding sentence have been complied with, such Bank,
         the Paying Agent or such CP Holder shall be deemed to hold such Stock
         Collateral and proceeds in trust for the Agent.

                  7.3. Registration of Stock. If the Agent shall determine to
                       ---------------------
         exercise its right to sell any or all of the Stock pursuant to this
         (S).7, and if in the opinion of counsel for the Agent it is necessary,
         or if in the reasonable opinion of the Agent it is advisable, to have
         the Stock, or that portion thereof to be sold, registered under the
         provisions of the Securities Act of 1933, as amended (the "Securities
         Act"), the Company agrees to use its best efforts to cause the issuer
         of the Stock contemplated to be sold, to execute and deliver, and cause
         the directors and officers of such issuer to execute and deliver, all
         at the Company's expense, all such instruments and documents, and to do
         or cause to be done all such other acts and things as may be necessary
         or, in the reasonable opinion of the Agent, advisable to register such
         Stock under the provisions of the Securities Act and to cause the
         registration statement relating thereto to become effective and to
         remain effective for a period of 9 months from the date such
         registration statement became effective, and to make all amendments
         thereto or to the related prospectus or both that, in the reasonable
         opinion of the Agent, are necessary or advisable, all in conformity
         with the requirements of the Securities Act and the rules and
         regulations of the Securities and Exchange Commission applicable
         thereto. The Company agrees to use its best efforts to cause such
         issuer to comply with the provisions of the securities or "Blue Sky"
         laws of any jurisdiction which the Agent shall designate and to cause
         such issuer to make available to its security holders, as soon as
         practicable, an earnings statement (which need not be audited) which
         will satisfy the provisions of (S).11(a) of the Securities Act.

                  7.4. Private Sales. The Company recognizes that the Agent may
                       -------------
         be unable to effect a public sale of the Stock by reason of certain
         prohibitions contained in the Securities Act, federal banking laws, and
         other applicable laws, but may be compelled to resort to one or more
         private sales thereof to a restricted group of purchasers. The Company
         agrees that any such private sales may be at prices and other terms
         less favorable to the seller than if sold at public sales and that such
         private sales shall not by reason thereof be deemed not to have been
         made in a commercially reasonable manner. The Agent shall be under no

<PAGE>

                                      -10-

         obligation to delay a sale of any of the Stock for the period of time
         necessary to permit the issuer of such securities to register such
         securities for public sale under the Securities Act, or such other
         federal banking or other applicable laws, even if the issuer would
         agree to do so. Subject to the foregoing, the Agent agrees that any
         sale of the Stock shall be made in a commercially reasonable manner,
         and the Company agrees to use its best efforts to cause the issuer of
         the Stock contemplated to be sold, to execute and deliver, and cause
         the directors and officers of such issuer to execute and deliver, all
         at the Company's expense, all such instruments and documents, and to do
         or cause to be done all such other acts and things as may be necessary
         or, in the reasonable opinion of the Agent, advisable to exempt such
         Stock from registration under the provisions of the Securities Act, and
         to make all amendments to such instruments and documents which, in the
         opinion of the Agent, are necessary or advisable, all in conformity
         with the requirements of the Securities Act and the rules and
         regulations of the Securities and Exchange Commission applicable
         thereto. The Company further agrees to use its best efforts to cause
         such issuer to comply with the provisions of the securities or "Blue
         Sky" laws of any jurisdiction which the Agent shall designate and, if
         required, to cause such issuer to make available to its security
         holders, as soon as practicable, an earnings statement (which need not
         be audited) which will satisfy the provisions of (S).11(a) of the
         Securities Act.

                  7.5. Company's Agreements, etc. The Company further agrees to
                       -------------------------
         do or cause to be done all such other acts and things as may be
         reasonably necessary to make any sales of any portion or all of the
         Stock pursuant to this (S).7 valid and binding and in compliance with
         any and all applicable laws (including, without limitation, the
         Securities Act, the Securities Exchange Act of 1934, as amended, the
         rules and regulations of the Securities and Exchange Commission
         applicable thereto and all applicable state securities or "Blue Sky"
         laws), regulations, orders, writs, injunctions, decrees or awards of
         any and all courts, arbitrators or governmental instrumentalities,
         domestic or foreign, having jurisdiction over any such sale or sales,
         all at the Company's expense. The Company further agrees that a breach
         of any of the covenants contained in this (S).7 will cause irreparable
         injury to the Agent, the CP Holders, the Administrative Agent and the
         Banks, that the Agent, the CP Holders, the Administrative Agent and the
         Banks have no adequate remedy at law in respect of such breach and, as
         a consequence, agrees that each and every covenant contained in this
         (S).7 shall be specifically enforceable against the Company by the
         Agent and the Company hereby waives and agrees not to assert any
         defenses against an action for specific performance of such covenants.

                  7.6  Waiver by Agent or Banks. The Agent's or any Bank's
                       ------------------------
         failure at any time or times hereafter to require strict performance by
         either the Company or Funding of any of the provisions, warranties,
         terms and conditions contained in this Agreement or any of the Loan
         Documents shall not waive, affect or diminish any right of the Agent,
         the Administrative Agent or any Bank at any time or times hereafter to
         demand strict performance therewith and with respect to any other

<PAGE>

                                      -11-

         provisions, warranties, terms and conditions contained in this
         Agreement or any of the Loan Documents, and any waiver of any Default
         or Event of Default shall not waive or affect any other Default or
         Event of Default, whether prior or subsequent thereto, and whether of
         the same or a different type. None of the warranties, conditions,
         provisions and terms contained in this Agreement or any other Loan
         Documents shall be deemed to have been waived by any act or knowledge
         of the Agent, the Administrative Agent or any Bank, or their respective
         agents, officers or employees except by an instrument in writing signed
         by an officer of the Agent, the Administrative Agent or such Bank and
         directed to the Company or Funding specifying such waiver.

         8. Release of Collateral; Subordination of Lien. To the extent
            --------------------------------------------
permitted by the Loan Agreement and the Intercreditor Agreement, the Agent, for
the benefit of itself, the Banks, the Administrative Agent and the CP Holders is
hereby authorized, upon receipt of a request from either the Company or Funding,
to release any Stock Collateral and to provide such releases with respect to any
Stock Collateral in connection with any sale, exchange or other disposition
thereof permitted under the Loan Agreement so long as (i) the Agent obtains a
first priority perfected security interest in any non-cash proceeds of such
sale, exchange or other disposition and (ii) any net cash proceeds of such sale,
exchange or other disposition are paid in accordance with the provisions
hereunder. Whether or not so instructed by the Required Banks, the Agent may
release any Stock Collateral and may provide any release, termination statement
or instrument of subordination required by order of a court of competent
jurisdiction or otherwise required by applicable law. To the extent permitted by
the Loan Agreement, the Agent shall, on the written instructions of the Required
Banks, subordinate by written instrument the lien on all or any portion of the
Stock Collateral to any other lender extending to the Company or Funding
indebtedness permitted by the terms of the Loan Agreement.

         9. Marshalling; Obligations Secured by Property Other Than Stock
            -------------------------------------------------------------
Collateral. None of the Agent, the Administrative Agent, any Bank, or any CP
----------
Holder shall be required to marshal any present or future collateral security
for (including but not limited to this Agreement and the Stock Collateral), or
other assurances of payment of, the Obligations and of the obligations in
respect of the Permitted Debt owing to the CP Holders or any of them, or to
resort to such collateral security or other assurances of payment in any
particular order. All of the Agent's rights hereunder and of the Banks, the CP
Holders, the Administrative Agent and the Agent in respect of such collateral
security and other assurances of payment shall be cumulative and in addition to
all other rights, however existing or arising. To the extent that it lawfully
may, the Company hereby agrees that it will not invoke any law relating to the
marshalling of collateral that might cause delay in or impede the enforcement of
the Agent's rights under this Agreement or under any other instrument evidencing
any of the Obligations and of the obligations in respect of the Permitted Debt
owing to the CP Holders or under which any of the Obligations and of the
obligations in respect of the Permitted Debt owing to the CP Holders is
outstanding or by which any of the Obligations and of the obligations in respect
of the Permitted Debt owing to the CP Holders is secured or payment thereof is
otherwise assured, and to the extent that it lawfully may the Company hereby
irrevocably

<PAGE>

                                      -12-

waives the benefits of all such laws. To the extent that the Obligations are now
or hereafter secured by property other than the Stock Collateral, or by a
guarantee, endorsement or property of any other Person, then the Agent shall
have the right to, and upon the direction of the Required Banks shall, proceed
against such other property, guarantee or endorsement upon the occurrence of a
Default and during the continuance of an Event of Default, and the Agent shall
have the right, with the consent of the Required Banks, to determine which
rights, security, liens, security interests or remedies the Agent shall at any
time pursue, relinquish, subordinate, modify or take any other action with
respect thereto, without in any way modifying or affecting any of them or any of
the Agent's rights or any of the Banks' rights under the Obligations, this
Agreement or any other Loan Document.

         10. Company's Obligations Not Affected. The obligations of the Company
             ----------------------------------
hereunder shall remain in full force and effect without regard to, and shall not
be impaired by (i) any exercise or nonexercise, or any waiver, by the Agent, any
CP Holder, the Administrative Agent or any Bank of any right, remedy, power or
privilege under or in respect of any of the Obligations and of the obligations
in respect of the Permitted Debt owing to the CP Holders or any security
therefor (including this Agreement); (ii) any amendment to or modification of
the Loan Agreement, the other Loan Documents or any of the Obligations or of the
obligations in respect of the Permitted Debt owing to the CP Holders; (iii) any
amendment to or modification of any instrument (other than this Agreement)
securing any of the Obligations or of the obligations in respect of the
Permitted Debt owing to the CP Holders, including, without limitation, any of
the Security Documents; or (iv) the taking of additional security for, or any
other assurances of payment of, any of the Obligations and of the obligations in
respect of the Permitted Debt owing to the CP Holders or the release or
discharge or termination of any security or other assurances of payment or
performance for any of the Obligations or of the obligations in respect of the
Permitted Debt owing to the CP Holders; whether or not the Company shall have
notice or knowledge of any of the foregoing.

          11. Transfer, etc., by Company. Without the prior written consent of
              --------------------------
the Agent, the Company will not sell, assign, transfer or otherwise dispose of,
grant any option with respect to, or pledge or grant any security interest in or
otherwise encumber or restrict any of the Stock Collateral or any interest
therein, except for the pledge thereof and security interest therein provided
for in this Agreement and the Security Agreement dated as of December 24, 1997,
as amended to date among the Company and Fleet National Bank, as agent, for the
benefit of itself, certain other financial institutions and certain commercial
paper holders named therein.

          12. Further Assurances. The Company will do all such acts, and will
              ------------------
furnish to the Agent all such financing statements, certificates, legal opinions
and other documents and will obtain all such governmental consents and corporate
approvals and will do or cause to be done all such other things as the Agent may
reasonably request from time to time in order to give full effect to this
Agreement and to secure the rights of the CP Holders, the Banks, the
Administrative Agent and the Agent hereunder, all without any cost or expense to
the Agent, any CP Holder, the Administrative Agent or

<PAGE>

                                      -13-

any Bank. If the Agent so elects, a photocopy of this Agreement may at any time
and from time to time be filed by the Agent as a financing statement in any
recording office in any jurisdiction.

          13.  Agent's Exoneration.
               -------------------

                  (a) Under no circumstances shall the Agent be deemed to assume
any responsibility for or obligation or duty with respect to any part or all of
the Stock Collateral of any nature or kind or any matter or proceedings arising
out of or relating thereto, other than (i) to exercise reasonable care in the
physical custody of the Stock Collateral and (ii) after a Default or an Event of
Default shall have occurred and be continuing to act in a commercially
reasonable manner. Neither the Agent, any CP Holder, the Administrative Agent
nor any Bank shall be required to take any action of any kind to collect,
preserve or protect its or the Company's rights in the Stock Collateral or
against other parties thereto. The Agent's prior recourse to any part or all of
the Stock Collateral shall not constitute a condition of any demand, suit or
proceeding for payment or collection of any of the Obligations and of the
obligations in respect of the Permitted Debt owing to the CP Holders

                  (b) If at any time or times hereafter the Agent employs
counsel for advice with respect to this Agreement or any Other Agreements, or to
intervene, file a petition, answer, motion or other pleading in any suit or
proceeding relating to this Agreement or any Other Agreements (including,
without limitation, the interpretation or administration, or the amendment,
waiver or consent with respect to any term, of this Agreement or any Other
Agreements), or relating to any Stock Collateral; or to protect, take possession
of, or liquidate any Stock Collateral, or to attempt to enforce any security
interest or lien in any Stock Collateral, or to represent the Agent in any
pending or threatened litigation with respect to the affairs of Funding in any
way relating to any of the Stock Collateral or to the Obligations and of the
obligations in respect of the Permitted Debt owing to the CP Holders or to
enforce any rights of the Agent, the Administrative Agent, any Bank, the Paying
Agent or the CP Holders or liabilities of Funding, any Person to whom Funding
has made a Loan, or any Person which may be obligated to the Agent, the
Administrative Agent, the CP Holders or such Bank by virtue of this Agreement or
any Other Agreement, instrument or document now or hereafter delivered to the
Agent, any Bank, the Paying Agent, the Administrative Agent, the CP Holders or
any CP Holder by or for the benefit of Funding, then in any of such events, all
of the reasonable attorneys' fees actually incurred arising from such services,
and any expenses, costs and charges relating thereto, shall be Obligations and
of the obligations in respect of the Permitted Debt owing to the CP Holders
secured by the Stock Collateral.

         14. Indemnity. Each of the Banks and the CP Holders (with the CP
             ---------
Holders being deemed to so agree by accepting the security interests granted
hereunder and the other benefits provided hereby) severally agree (i) to
reimburse the Agent, on demand, in the amount of its pro rata share, for any
                                                     --- ----
expenses referred to in this (S).14 which shall not have been reimbursed or paid
by Funding or paid from the proceeds of Stock Collateral as provided herein and
(ii) to indemnify and hold harmless the Agent and its directors,

<PAGE>

                                      -14-

officers, employees and agents, on demand, in the amount of such pro rata share,
                                                                 --- ----
from and against any and all liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements referred
to in this (S).14, to the extent the same shall not have been reimbursed by
Funding or paid from the proceeds of Stock Collateral as provided herein;
provided that no Bank or CP Holder shall be liable to the Agent for any portion
--------
of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting solely from the
gross negligence or willful misconduct of the Agent or any of its directors,
officers, employees or agents as determined by a final non-appealable order of a
court of competent jurisdiction. For the purposes of this (S).14, pro rata
                                                                  --- ----
shares at any time shall be determined based upon the aggregate exposures (in
the case of the Banks), or the Commercial Paper (in the case of the CP Holders)
at the time such expenses were incurred.

         15. Banks' Freedom of Dealing. Each CP Holder agrees, with respect to
             -------------------------
the Obligations and the obligations in respect of the Permitted Debt owing to
the CP Holders, any and all guaranties thereof and any and all Stock Collateral,
that Funding and the Banks may agree to increase the amount of the Obligations
and of the obligations in respect of the Permitted Debt owing to the CP Holders
or otherwise modify or waive the terms of any of the Loan Agreement, the
Obligations and of the obligations in respect of the Permitted Debt owing to the
CP Holders or the other Loan Documents, and the Banks may grant extensions of
the time of payment or performance to and make compromises, including releases
of guaranties, collateral which is not Stock Collateral, and settlements with
Funding and all other Persons, in each case without the consent of any CP Holder
or the Paying Agent for which it acts and without affecting the agreements of
the CP Holders or Funding contained in this Agreement.

         16. Agent May Perform; Actions of Agent. If Funding fails to perform
             -----------------------------------
any agreement contained herein, the Agent may (but shall not be required to)
itself perform, or cause performance of, such agreement, and the expenses of the
Agent incurred in connection therewith shall be payable by Funding, together
with interest thereon at the rate specified in (S).2.6 of the Loan Agreement,
and until so paid shall be deemed part of the Obligations. The Agent shall not
be obligated to take any action under this Agreement except for the performance
of such duties as are specifically set forth herein. Subject to the other
provisions of this Agreement, the Loan Agreement and the other Loan Documents,
the Agent shall take any action under or with respect to this Agreement which is
requested by the Required Banks and which is not inconsistent with or contrary
to the provisions of this Agreement or the Loan Documents. The Agent shall have
the right to decline to follow any such direction if the Agent, being advised by
counsel, determines that the directed action is not permitted by the terms of
this Agreement or the other Loan Documents, may not lawfully be taken or would
involve it in personal liability, and the Agent shall not be required to take
any such action unless any indemnity which is required hereunder in respect of
such action has been provided. Subject to the other requirements of this
Agreement the Agent may rely on any such direction given to it by the Required
Banks and shall be fully protected, and shall under no circumstances (absent the
gross negligence or willful misconduct of the Agent) be liable to Funding, any
Bank, the Administrative Agent, any CP Holder, the Paying Agent or any other
Person

<PAGE>

                                      -15-

for taking or refraining from taking action in accordance therewith. The Agent
may consult with counsel and shall be fully protected in taking any action
hereunder in accordance with any advice of such counsel. The Agent shall have
the right but not the obligation at any time to seek instructions concerning the
administration of this Agreement, the duties created hereunder, or any of the
Stock Collateral from any court of competent jurisdiction.

          At such time as all Obligations have been repaid in full and there are
no commitments to incur further Obligations, the Agent shall take instructions
from the holders of a majority of the CP Debt or their representative.

         17. Agent's Duties. The powers conferred on the Agent hereunder are
             --------------
solely to protect its interest and the interests of the Banks and the CP Holders
in the Stock Collateral and shall not impose any duty upon it to exercise any
such powers except as provided herein. Except for the safe custody of any Stock
Collateral in its possession and the accounting for monies actually received by
it hereunder and performing its other express duties hereunder, the Agent shall
have no duty as to any Stock Collateral or as to the taking of any necessary
steps to preserve rights against prior parties or any other rights pertaining to
any Stock Collateral. The Agent shall not be responsible in any manner
whatsoever for the correctness of any recitals, statements, representations or
warranties contained herein, except for those made by it herein. The Agent makes
no representation as to the value or condition of the Stock Collateral or any
part thereof, as to the title of the Company to the Stock Collateral, as to the
security afforded by this Agreement or as to the validity, execution,
enforceability, legality or sufficiency of this Agreement, and the Agent shall
incur no liability or responsibility in respect of any such matters. The Agent
shall not be responsible for insuring the Stock Collateral, for the payment of
taxes, charges, assessments or liens upon the Stock Collateral or otherwise as
to the maintenance of the Stock Collateral.

         The Agent may execute any of the powers granted under this Agreement
and perform any duty hereunder or thereunder either directly or by or through
agents or attorneys-in-fact, and shall not be responsible for the negligence or
misconduct of any agents or attorneys-in-fact selected by it with reasonable
care. In no event will the Agent or any officer, agent or representative thereof
be responsible for the consequences of any oversight or error of judgment
whatsoever, or personally liable for any action taken or omitted to be taken,
except that such Person may be liable due to its willful misconduct or gross
negligence. Neither the Agent nor any officer, agent or representative thereof
shall be personally liable for any action taken by any such Person in accordance
with any notice given by the Required Banks pursuant to the terms of this
Agreement even if, at the time such action is taken by any such Person, the
Required Banks are not entitled to give such notice, except where the account
officer of the Agent active upon Funding's accounts has actual knowledge that
such Required Banks are not entitled to give such notice.

<PAGE>

                                      -16-

         18.  Resignation of Agent; Successor Agent.
              -------------------------------------

         (a) The Agent may at any time resign by giving ten (10) days prior
written notice thereof to each Bank, the Administrative Agent, the Paying Agent,
the Company and Funding, provided that no resignation shall be effective until a
                         --------
successor for the Agent is appointed. Upon such resignation, the Required Banks
(or, if the Obligations have been paid in full and the Revolving Credit
Commitments have terminated, the Paying Agent) shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed and shall
have accepted such appointment within thirty (30) days after the retiring
Agent's giving of notice of resignation, then the retiring Agent may, on behalf
of the Required Banks or the Paying Agent, as applicable, appoint a successor
Agent, which shall be a bank or trust company incorporated and doing business
within the United States of America having a combined capital and surplus of at
least $250,000,000. Upon the acceptance of any appointment as Agent hereunder by
a successor Agent, such successor Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Agent,
and the retiring Agent shall be discharged from its duties and obligations
hereunder. After any retiring Agent's resignation, the provisions of this
Agreement shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as Agent.

          (b) In the event a successor agent is appointed pursuant to the
provisions of (S).11.4 of the Loan Agreement, such successor agent shall succeed
to the rights, powers and duties of the Agent hereunder, and the term "Agent"
shall mean such successor agent effective upon its appointment, and the former
Agent's rights, powers and duties as Agent shall be terminated, without any
other or further act or deed on the part of such former Agent or any of the
parties to the Loan Agreement or any holders of the Revolving Credit Notes or
Term Notes. Such former Agent agrees to take such actions as are reasonably
necessary to effectuate the transfer of its rights, powers and duties to such
successor agent.

          19. No Waiver, etc. Neither this Agreement nor any term hereof may be
              --------------
changed, waived, discharged or terminated except by a written instrument
expressly referring to this Agreement and to the provisions so modified or
limited, and executed by the Agent, with the consent of the Required Banks (or,
if required by the Loan Agreement, with the consent of all of the Banks), and
the Company. No act, failure or delay by the Agent shall constitute a waiver of
its rights and remedies hereunder or otherwise. No single or partial waiver by
the Agent of any default or right or remedy that it may have shall operate as a
waiver of any other default, right or remedy or of the same default, right or
remedy on a future occasion. The Company hereby waives presentment, notice of
dishonor and protest of all instruments, included in or evidencing any of the
Obligations and of the obligations in respect of the Permitted Debt owing to the
CP Holders or the Stock Collateral, and any and all other notices and demands
whatsoever (except as expressly provided herein or in the Loan Agreement).

<PAGE>

                                      -17-

          20. Notice, etc. All notices, requests and other communications
              -----------
hereunder shall be made in the manner set forth in (S).10.4 of the Loan
Agreement.

          21. Termination. Upon final payment and performance in full of the
              -----------
Obligations and of the obligations in respect of the Permitted Debt owing to the
CP Holders, this Agreement shall terminate and the Agent shall, at the Company's
request and expense, return such Stock Collateral in the possession or control
of the Agent as has not theretofore been disposed of pursuant to the provisions
hereof, together with any moneys and other property at the time held by the
Agent hereunder.

          22. Overdue Amounts. Until paid, all amounts due and payable by the
              ---------------
Company hereunder shall be a debt secured by the Stock Collateral and shall
bear, whether before or after judgment, interest at the rate of interest for
overdue principal set forth in the Loan Agreement.

          23. CP Holders. By accepting the security granted by, and the other
              ----------
benefits of, this Agreement, each CP Holder is hereby deemed to have (a)
designated the Agent as collateral agent for such CP Holder for purposes of this
Agreement on the terms and conditions set forth herein, (b) consented to and
agreed to be bound by the terms of this Agreement and to the Agent, in its
capacity as collateral agent, entering into this Agreement on such CP Holder's
behalf, and (c) agreed to indemnify the Agent, in its capacity as collateral
agent, pursuant to the terms of this Agreement, with respect to the Agent's
responsibilities as collateral agent under this Agreement on such CP Holder's
behalf.

          24. Governing Law; Consent to Jurisdiction. THIS AGREEMENT IS INTENDED
              --------------------------------------
TO TAKE EFFECT AS A SEALED INSTRUMENT AND SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. The Company agrees that any
suit for the enforcement of this Agreement may be brought in the courts of the
State of New York or any federal court sitting therein and consents to the
non-exclusive jurisdiction of such court and to service of process in any such
suit being made upon the Company by mail at the address specified in (S).10.4 of
the Loan Agreement. The Company hereby waives any objection that it may now or
hereafter have to the venue of any such suit or any such court or that such suit
is brought in an inconvenient court.

          25. Waiver of Jury Trial. THE COMPANY WAIVES ITS RIGHT TO A JURY TRIAL
              --------------------
WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION
WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF
ANY SUCH RIGHTS OR OBLIGATIONS. Except as prohibited by law, the Company waives
any right which it may have to claim or recover in any litigation referred to in
the preceding sentence any special, exemplary, punitive or consequential damages
or any damages other than, or in addition to, actual damages. The Company (i)
certifies that neither the Agent, the Administrative Agent, any CP Holder or any
Bank nor any representative, agent or attorney of the Agent, the Administrative
Agent, any CP Holder or any Bank has

<PAGE>

                                      -18-

represented, expressly or otherwise, that the Agent, the Administrative Agent,
any CP Holder or any Bank would not, in the event of litigation, seek to enforce
the foregoing waivers and (ii) acknowledges that, in entering into the Loan
Agreement and the other Loan Documents to which the Agent is a party, the Agent,
the Administrative Agent, the CP Holders and the Banks are relying upon, among
other things, the waivers and certifications contained in this (S).25.

          26. Miscellaneous. The headings of each section of this Agreement are
              -------------
for convenience only and shall not define or limit the provisions thereof. This
Agreement and all rights and obligations hereunder shall be binding upon the
Company and its respective successors and assigns, and shall inure to the
benefit of the Agent, the Administrative Agent, the CP Holders and the Banks and
their respective successors and assigns. If any term of this Agreement shall be
held to be invalid, illegal or unenforceable, the validity of all other terms
hereof shall be in no way affected thereby, and this Agreement shall be
construed and be enforceable as if such invalid, illegal or unenforceable term
had not been included herein. The Company may not assign any of its obligations
hereunder without the prior written consent of the Agent and the Banks (and any
such assignment without such consent shall be null and void). The Company
acknowledges receipt of a copy of this Agreement.

<PAGE>

                                      -19-

         IN WITNESS WHEREOF, intending to be legally bound, the Company and the
Agent have caused this Agreement to be executed as of the date first above
written.

                                           MEDALLION FUNDING CORP.

                                           By: /s/ Alvin Murstein
                                               ---------------------------------
                                                  Alvin Murstein
                                                  President

                                           By: /s/ James E. Jack
                                               ---------------------------------
                                                  James E. Jack
                                                  Executive Vice President &
                                                  Chief Financial Officer

                                           FLEET NATIONAL BANK, as Agent

                                           By: /s/ Kevin J. Foley
                                               ---------------------------------
                                                  Name:  Kevin J. Foley
                                                  Title:  Senior Vice President

         The undersigned Subsidiary hereby joins in the above Agreement for the
sole purpose of consenting to and being bound by the provisions of (S).4.1, 6
and 7 thereof, the undersigned hereby agreeing to cooperate fully and in good
faith with the Agent and the Company in carrying out such provisions.

                                           MEDALLION FUNDING CHICAGO CORP.

                                           By: /s/ Alvin Murstein
                                               ---------------------------------
                                                  Alvin Murstein
                                                  Chairman & Chief Executive
                                                  Officer

                                           By: /s/ James E. Jack
                                               ---------------------------------
                                                  James E. Jack
                                                  Chief Financial Officer

<PAGE>

                                      -20-

                           ANNEX A TO PLEDGE AGREEMENT

         The issuer has no authorized, issued or outstanding shares of its
capital stock of any class or any commitments to issue any shares of its capital
stock of any class or any securities convertible into or exchangeable for any
shares of its capital stock of any class except as otherwise stated in this
Annex A.
----- -

<TABLE>
<CAPTION>
                                                  Number of      Number of      Number of      Par or
                   Record          Class of      Authorized       Issued       Outstanding   Liquidation
  Issuer           Owner           Shares          Shares         Shares         Shares         Value
  ------           ------          --------      ----------     ----------     -----------     --------
<S>               <C>             <C>            <C>           <C>            <C>             <C>
Medallion         Medallion         Common          1000           1000           1000          $0.01
Funding Chicago   Funding
Corp.             Corp.
</TABLE>