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(Multicurrency--Cross Border)

                                    ISDA(R)

             International Swaps and Derivatives Association, Inc.

                               MASTER AGREEMENT

                         dated as of November 28, 2000


FIRST UNION NATIONAL BANK and FIRST NORTH AMERICAN NATIONAL BANK, have entered
and/or anticipate entering into one or more transactions (each a "Transaction")
that are or will be governed by this Master Agreement, which includes the
schedule (the "Schedule"), and the documents and other confirming evidence (each
a "Confirmation") exchanged between the parties confirming those Transactions.

Accordingly, the parties agree as follows:--

1.   Interpretation

(a)  Definitions.  The terms defined in Section 14 and in the Schedule will have
the meanings therein specified for the purpose of this Master Agreement.

(b)  Inconsistency.  In the event of any inconsistency between the provisions of
the Schedule and the other provisions of this Master Agreement, the Schedule
will prevail. In the event of any inconsistency between the provisions of any
Confirmation and this Master Agreement (including the Schedule), such
Confirmation will prevail for the purpose of the relevant Transaction.

(c)  Single Agreement.  All Transactions are entered into in reliance on the
fact that this Master Agreement and all Confirmations form a single agreement
between the parties (collectively referred to as this "Agreement"), and the
parties would not otherwise enter into any Transactions.

2.   Obligations

(a)  General Conditions.

     (i)   Each party will make each payment or delivery specified in each
     Confirmation to be made by it, subject to the other provisions of this
     Agreement.

     (ii)  Payments under this Agreement will be made on the due date for value
     on that date in the place of the account specified in the relevant
     Confirmation or otherwise pursuant to this Agreement, in freely
     transferable funds and in the manner customary for payments in the required
     currency. Where settlement is by delivery (that is, other than by payment),
     such delivery will be made for receipt on the due date in the manner
     customary for the relevant obligation unless otherwise specified in the
     relevant Confirmation or elsewhere in this Agreement.

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     (iii)   Each obligation of each party under Section 2(a)(i) is subject to
     (1) the condition precedent that no Event of Default or Potential Event of
     Default with respect to the other party has occurred and is continuing, (2)
     the condition precedent that no Early Termination Date in respect of the
     relevant Transaction has occurred or been effectively designated and (3)
     each other applicable condition precedent specified in this Agreement.

(b)  Change of Account.  Either party may change its account for receiving a
payment or delivery by giving notice to the other party at least five Local
Business Days prior to the scheduled date for the payment or delivery to which
such change applies unless such other party gives timely notice of a reasonable
objection to such change.

(c)  Netting.  If on any date amounts would otherwise be payable:--

     (i)     in the same currency; and

     (ii)    in respect of the same Transaction,

by each party to the other, then, on such date, each party's obligation to make
payment of any such amount will be automatically satisfied and discharged and,
if the aggregate amount that would otherwise have been payable by one party
exceeds the aggregate amount that would otherwise have been payable by the other
party, replaced by an obligation upon the party by whom the larger aggregate
amount would have been payable to pay to the other party the excess of the
larger aggregate amount over the smaller aggregate amount.

The parties may elect in respect of two or more Transactions that a net amount
will be determined in respect of all amounts payable on the same date in the
same currency in respect of such Transactions, regardless of whether such
amounts are payable in respect of the same Transaction. The election may be made
in the Schedule or a Confirmation by specifying that subparagraph (ii) above
will not apply to the Transactions identified as being subject to the election,
together with the starting date (in which case subparagraph (ii) above will not,
or will cease to, apply to such Transactions from such date). This election may
be made separately for different groups of Transactions and will apply
separately to each pairing of Offices through which the parties make and receive
payments or deliveries.

(d)  Deduction or Withholding for Tax.

     (i)     Gross-Up.  All payments under this Agreement will be made without
     any deduction or withholding for or on account of any Tax unless such
     deduction or withholding is required by any applicable law, as modified by
     the practice of any relevant governmental revenue authority, then in
     effect. If a party is so required to deduct or withhold, then that party
     ("X") will:--

             (1)    promptly notify the other party ("Y") of such requirement;

             (2)    pay to the relevant authorities the full amount required to
             be deducted or withheld (including the full amount required to be
             deducted or withheld from any additional amount paid by X to Y
             under this Section 2(d)) promptly upon the earlier of determining
             that such deduction or withholding is required or receiving notice
             that such amount has been assessed against Y;

             (3)    promptly forward to Y an official receipt (or a certified
             copy), or other documentation reasonably acceptable to Y,
             evidencing such payment to such authorities; and

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             (4)    if such Tax is an Indemnifiable Tax, pay to Y, in addition
             to the payment to which Y is otherwise entitled under this
             Agreement, such additional amount as is necessary to ensure that
             the net amount actually received by Y (free and clear of
             Indemnifiable Taxes, whether assessed against X or Y) will equal
             the full amount Y would have received had no such deduction or
             withholding been required. However, X will not be required to pay
             any additional amount to Y to the extent that it would not be
             required to be paid but for:--

                    (A)  the failure by Y to comply with or perform any
                    agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d);
                    or

                    (B)  the failure of a representation made by Y pursuant to
                    Section 3(f) to be accurate and true unless such failure
                    would not have occurred but for (I) any action taken by a
                    taxing authority, or brought in a court of competent
                    jurisdiction, on or after the date on which a Transaction is
                    entered into (regardless of whether such action is taken or
                    brought with respect to a party to this Agreement) or (II) a
                    Change in Tax Law.

     (ii)    Liability.  If:--

             (1)    X is required by any applicable law, as modified by the
             practice of any relevant governmental revenue authority, to make
             any deduction or withholding in respect of which X would not be
             required to pay an additional amount to Y under Section 2(d)(i)(4);

             (2)    X does not so deduct or withhold; and

             (3)    a liability resulting from such Tax is assessed directly
             against X,

     then, except to the extent Y has satisfied or then satisfies the liability
     resulting from such Tax, Y will promptly pay to X the amount of such
     liability (including any related liability for interest, but including any
     related liability for penalties only if Y has failed to comply with or
     perform any agreement contained in Section 4(a)(i), 4(a)(iii) or 4(d)).

(e)  Default Interest; Other Amounts.   Prior to the occurrence or effective
designation of an Early Termination Date in respect of the relevant Transaction,
a party that defaults in the performance of any payment obligation will, to the
extent permitted by law and subject to Section 6(c), be required to pay interest
(before as well as after judgment) on the overdue amount to the other party on
demand in the same currency as such overdue amount, for the period from (and
including) the original due date for payment to (but excluding) the date of
actual payment, at the Default Rate. Such interest will be calculated on the
basis of daily compounding and the actual number of days elapsed. If, prior to
the occurrence or effective designation of an Early Termination Date in respect
of the relevant Transaction, a party defaults in the performance of any
obligation required to be settled by delivery, it will compensate the other
party on demand if and to the extent provided for in the relevant Confirmation
or elsewhere in this Agreement.

3.   Representations

Each party represents to the other party (which representations will be deemed
to be repeated by each party on each date on which a Transaction is entered into
and, in the case of the representations in Section 3(f), at all times until the
termination of this Agreement) that:--

(a)  Basic Representations.

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     (i)     Status.  It is duly organized and validly existing under the laws
     of the jurisdiction of its organization or incorporation and, if relevant
     under such laws, in good standing;

     (ii)    Powers.  It has the power to execute this Agreement and any other
     documentation relating to this Agreement to which it is a party, to deliver
     this Agreement and any other documentation relating to this Agreement that
     it is required by this Agreement to deliver and to perform its obligations
     under this Agreement and any obligations it has under any Credit Support
     Document to which it is a party and has taken all necessary action to
     authorize such execution, delivery and performance;

     (iii)   No Violation or Conflict.  Such execution, delivery and performance
     do not violate or conflict with any law applicable to it, any provision of
     its constitutional documents, any order or judgment of any court or other
     agency of government applicable to it or any of its assets or any
     contractual restriction binding on or affecting it or any of its assets;

     (iv)    Consents.  All governmental and other consents that are required to
     have been obtained by it with respect to this Agreement or any Credit
     Support Document to which it is a party have been obtained and are in full
     force and effect and all conditions of any such consents have been complied
     with; and

     (v)     Obligations Binding.  Its obligations under this Agreement and any
     Credit Support Document to which it is a party constitute its legal, valid
     and binding obligations, enforceable in accordance with their respective
     terms (subject to applicable bankruptcy, reorganization, insolvency,
     moratorium or similar laws affecting creditors' rights generally and
     subject, as to enforceability, to equitable principles of general
     application (regardless of whether enforcement is sought in a proceeding in
     equity or at law)).

(b)  Absence of Certain Events.  No Event of Default or Potential Event of
Default or, to its knowledge, Termination Event with respect to it has occurred
and is continuing and no such event or circumstance would occur as a result of
its entering into or performing its obligations under this Agreement or any
Credit Support Document to which it is a party.

(c)  Absence of Litigation.  There is not pending or, to its knowledge,
threatened against it or any of its Affiliates any action, suit or proceeding at
law or in equity or before any court, tribunal, governmental body, agency or
official or any arbitrator that is likely to affect the legality, validity or
enforceability against it of this Agreement or any Credit Support Document to
which it is a party or its ability to perform its obligations under this
Agreement or such Credit Support Document.

(d)  Accuracy of Specified Information.  All applicable information that is
furnished in writing by or on behalf of it to the other party and is identified
for the purpose of this Section 3(d) in the Schedule is, as of the date of the
information, true, accurate and complete in every material respect.

(e)  Payer Tax Representation.  Each representation specified in the Schedule as
being made by it for the purpose of this Section 3(e) is accurate and true.

(f)  Payee Tax Representations.  Each representation specified in the Schedule
as being made by it for the purpose of this Section 3(f) is accurate and true.

4.   Agreements

Each party agrees with the other that, so long as either party has or may have
any obligation under this Agreement or under any Credit Support Document to
which it is a party:--

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(a)  Furnish Specified Information.  It will deliver to the other party or, in
certain cases under subparagraph (iii) below, to such government or taxing
authority as the other party reasonably directs:--

     (i)     any forms, documents or certificates relating to taxation specified
     in the Schedule or any Confirmation;

     (ii)    any other documents specified in the Schedule or any Confirmation;
     and

     (iii)   upon reasonable demand by such other party, any form or document
     that may be required or reasonably requested in writing in order to allow
     such other party or its Credit Support Provider to make a payment under
     this Agreement or any applicable Credit Support Document without any
     deduction or withholding for or on account of any Tax or with such
     deduction or withholding at a reduced rate (so long as the completion,
     execution or submission of such form or document would not materially
     prejudice the legal or commercial position of the party in receipt of such
     demand), with any such form or document to be accurate and completed in a
     manner reasonably satisfactory to such other party and to be executed and
     to be delivered with any reasonably required certification,

in each case by the date specified in the Schedule or such Confirmation or, if
none is specified. as soon as reasonably practicable.

(b)  Maintain Authorizations.  It will use all reasonable efforts to maintain in
full force and effect all consents of any governmental or other authority that
are required to be obtained by it with respect to this Agreement or any Credit
Support Document to which it is a party and will use all reasonable efforts to
obtain any that may become necessary in the future.

(c)  Comply with Laws.  It will comply in all material respects with all
applicable laws and orders to which it may be subject if failure so to comply
would materially impair its ability to perform its obligations under this
Agreement or any Credit Support Document to which it is a party.

(d)  Tax Agreement.  It will give notice of any failure of a representation made
by it under Section 3(f) to be accurate and true promptly upon learning of such
failure.

(e)  Payment of Stamp Tax.  Subject to Section 11, it will pay any Stamp Tax
levied or imposed upon it or in respect of its execution or performance of this
Agreement by a jurisdiction in which it is incorporated, organized, managed and
controlled, or considered to have its seat, or in which a branch or office
through which it is acting for the purpose of this Agreement is located ("Stamp
Tax Jurisdiction") and will indemnify the other party against any Stamp Tax
levied or imposed upon the other party or in respect of the other party's
execution or performance of this Agreement by any such Stamp Tax Jurisdiction
which is not also a Stamp Tax Jurisdiction with respect to the other party.

5.   Events of Default and Termination Events

(a)  Events of Default.  The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any of the following events constitutes an event of default (an
"Event of Default") with respect to such party:--

     (i)     Failure to Pay or Deliver.  Failure by the party to make, when due,
     any payment under this Agreement or delivery under Section 2(a)(i) or 2(e)
     required to be made by it if such failure is not remedied on or before the
     third Local Business Day after notice of such failure is given to the
     party;

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     (ii)    Breach of Agreement.  Failure by the party to comply with or
     perform any agreement or obligation (other than an obligation to make any
     payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or
     to give notice of a Termination Event or any agreement or obligation under
     Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the
     party in accordance with this Agreement if such failure is not remedied on
     or before the thirtieth day after notice of such failure is given to the
     party;

     (iii)   Credit Support Default.

             (1)    Failure by the party or any Credit Support Provider of such
             party to comply with or perform any agreement or obligation to be
             complied with or performed by it in accordance with any Credit
             Support Document if such failure is continuing after any applicable
             grace period has elapsed;

             (2)    the expiration or termination of such Credit Support
             Document or the failing or ceasing of such Credit Support Document
             to be in full force and effect for the purpose of this Agreement
             (in either case other than in accordance with its terms) prior to
             the satisfaction of all obligations of such party under each
             Transaction to which such Credit Support Document relates without
             the written consent of the other party; or

             (3)    the party or such Credit Support Provider disaffirms,
             disclaims, repudiates or rejects, in whole or in part, or
             challenges the validity of, such Credit Support Document;

     (iv)    Misrepresentation.  A representation (other than a representation
     under Section 3(e) or (f)) made or repeated or deemed to have been made or
     repeated by the party or any Credit Support Provider of such party in this
     Agreement or any Credit Support Document proves to have been incorrect or
     misleading in any material respect when made or repeated or deemed to have
     been made or repeated;

     (v)     Default under Specified Transaction. The party, any Credit Support
     Provider of such party or any applicable Specified Entity of such party (1)
     defaults under a Specified Transaction and, after giving effect to any
     applicable notice requirement or grace period, there occurs a liquidation
     of, an acceleration of obligations under, or an early termination of, that
     Specified Transaction, (2) defaults, after giving effect to any applicable
     notice requirement or grace period, in making any payment or delivery due
     on the last payment, delivery or exchange date of, or any payment on early
     termination of, a Specified Transaction (or such default continues for at
     least three Local Business Days if there is no applicable notice
     requirement or grace period) or (3) disaffirms, disclaims, repudiates or
     rejects, in whole or in part, a Specified Transaction (or such action is
     taken by any person or entity appointed or empowered to operate it or act
     on its behalf);

     (vi)    Cross Default. If "Cross Default" is specified in the Schedule as
     applying to the party, the occurrence or existence of (1) a default, event
     of default or other similar condition or event (however described) in
     respect of such party, any Credit Support Provider of such party or any
     applicable Specified Entity of such party under one or more agreements or
     instruments relating to Specified Indebtedness of any of them (individually
     or collectively) in an aggregate amount of not less than the applicable
     Threshold Amount (as specified in the Schedule) which has resulted in such
     Specified Indebtedness becoming, or becoming capable at such time of being
     declared, due and payable under such agreements or instruments, before it
     would otherwise have been due and payable or (2) a default by such party,
     such Credit Support Provider or such Specified Entity (individually or
     collectively) in making one or more payments on the due date thereof in an

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     aggregate amount of not less than the applicable Threshold Amount under
     such agreements or instruments (after giving effect to any applicable
     notice requirement or grace period);

     (vii)   Bankruptcy.  The party, any Credit Support Provider of such party
     or any applicable Specified Entity of such party:--

             (1)    is dissolved (other than pursuant to a consolidation,
             amalgamation or merger); (2) becomes insolvent or is unable to pay
             its debts or fails or admits in writing its inability generally to
             pay its debts as they become due; (3) makes a general assignment,
             arrangement or composition with or for the benefit of its
             creditors; (4) institutes or has instituted against it a proceeding
             seeking a judgment of insolvency or bankruptcy or any other relief
             under any bankruptcy or insolvency law or other similar law
             affecting creditors' rights, or a petition is presented for its
             winding-up or liquidation, and, in the case of any such proceeding
             or petition instituted or presented against it, such proceeding or
             petition (A) results in a judgment of insolvency or bankruptcy or
             the entry of an order for relief or the making of an order for its
             winding-up or liquidation or (B) is not dismissed, discharged,
             stayed or restrained in each case within 30 days of the institution
             or presentation thereof; (5) has a resolution passed for its
             winding-up, official management or liquidation (other than pursuant
             to a consolidation, amalgamation or merger); (6) seeks or becomes
             subject to the appointment of an administrator, provisional
             liquidator, conservator, receiver, trustee, custodian or other
             similar official for it or for all or substantially all its assets;
             (7) has a secured party take possession of all or substantially all
             its assets or has a distress, execution, attachment, sequestration
             or other legal process levied, enforced or sued on or against all
             or substantially all its assets and such secured party maintains
             possession, or any such process is not dismissed, discharged,
             stayed or restrained, in each case within 30 days thereafter; (8)
             causes or is subject to any event with respect to it which, under
             the applicable laws of any jurisdiction, has an analogous effect to
             any of the events specified in clauses (1) to (7) (inclusive); or
             (9) takes any action in furtherance of, or indicating its consent
             to, approval of, or acquiescence in, any of the foregoing acts; or

     (viii)  Merger Without Assumption.  The party or any Credit Support
     Provider of such party consolidates or amalgamates with, or merges with or
     into, or transfers all or substantially all its assets to, another entity
     and, at the time of such consolidation, amalgamation, merger or transfer:--

             (1)    the resulting, surviving or transferee entity fails to
             assume all the obligations of such party or such Credit Support
             Provider under this Agreement or any Credit Support Document to
             which it or its predecessor was a party by operation of law or
             pursuant to an agreement reasonably satisfactory to the other party
             to this Agreement; or

             (2)    the benefits of any Credit Support Document fail to extend
             (without the consent of the other party) to the performance by such
             resulting, surviving or transferee entity of its obligations under
             this Agreement.

(b)  Termination Events.  The occurrence at any time with respect to a party or,
if applicable, any Credit Support Provider of such party or any Specified Entity
of such party of any event specified below constitutes an Illegality if the
event is specified in (i) below, a Tax Event if the event is specified in (ii)
below or a Tax Event Upon Merger if the event is specified in (iii) below, and,
if specified to be applicable, a Credit Event Upon Merger if the event is
specified pursuant to (iv) below or an Additional Termination Event if the event
is specified pursuant to (v) below:--

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     (i)     Illegality.  Due to the adoption of, or any change in, any
     applicable law after the date on which a Transaction is entered into, or
     due to the promulgation of, or any change in, the interpretation by any
     court, tribunal or regulatory authority with competent jurisdiction of any
     applicable law after such date, it becomes unlawful (other than as a result
     of a breach by the party of Section 4(b)) for such party (which will be the
     Affected Party):--

             (1)    to perform any absolute or contingent obligation to make a
             payment or delivery or to receive a payment or delivery in respect
             of such Transaction or to comply with any other material provision
             of this Agreement relating to such Transaction; or

             (2)    to perform, or for any Credit Support Provider of such party
             to perform, any contingent or other obligation which the party (or
             such Credit Support Provider) has under any Credit Support Document
             relating to such Transaction;

     (ii)    Tax Event.  Due to (x) any action taken by a taxing authority, or
     brought in a court of competent jurisdiction, on or after the date on which
     a Transaction is entered into (regardless of whether such action is taken
     or brought with respect to a party to this Agreement) or (y) a Change in
     Tax Law, the party (which will be the Affected Party) will, or there is a
     substantial likelihood that it will, on the next succeeding Scheduled
     Payment Date (1) be required to pay to the other party an additional amount
     in respect of an Indemnifiable Tax under Section 2(d)(i)(4) (except in
     respect of interest under Section 2(e), 6(d)(ii) or 6(e)) or (2) receive a
     payment from which an amount is required to be deducted or withheld for or
     on account of a Tax (except in respect of interest under Section 2(e),
     6(d)(ii) or 6(e)) and no additional amount is required to be paid in
     respect of such Tax under Section 2(d)(i)(4) (other than by reason of
     Section 2(d)(i)(4)(A) or (B));

     (iii)   Tax Event Upon Merger.  The party (the "Burdened Party") on the
     next succeeding Scheduled Payment Date will either (1) be required to pay
     an additional amount in respect of an Indemnifiable Tax under Section
     2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii) or
     6(e)) or (2) receive a payment from which an amount has been deducted or
     withheld for or on account of any Indemnifiable Tax in respect of which the
     other party is not required to pay an additional amount (other than by
     reason of Section 2(d)(i)(4)(A) or (B)), in either case as a result of a
     party consolidating or amalgamating with, or merging with or into, or
     transferring all or substantially all its assets to, another entity (which
     will be the Affected Party) where such action does not constitute an event
     described in Section 5(a)(viii);

     (iv)    Credit Event Upon Merger.  If "Credit Event Upon Merger" is
     specified in the Schedule as applying to the party, such party ("X"), any
     Credit Support Provider of X or any applicable Specified Entity of X
     consolidates or amalgamates with, or merges with or into, or transfers all
     or substantially all its assets to, another entity and such action does not
     constitute an event described in Section 5(a)(viii) but the
     creditworthiness of the resulting, surviving or transferee entity is
     materially weaker than that of X, such Credit Support Provider or such
     Specified Entity, as the case may be, immediately prior to such action
     (and, in such event, X or its successor or transferee, as appropriate, will
     be the Affected Party); or

     (v)     Additional Termination Event.  If any "Additional Termination
     Event" is specified in the Schedule or any Confirmation as applying, the
     occurrence of such event (and, in such event, the Affected Party or
     Affected Parties shall be as specified for such Additional Termination
     Event in the Schedule or such Confirmation).

(c)  Event of Default and Illegality.  If an event or circumstance which would
otherwise constitute or give rise to an Event of Default also constitutes an
Illegality, it will be treated as an Illegality and will not constitute an Event
of Default.

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6.   Early Termination

(a)  Right to Terminate Following Event of Default.  If at any time an Event of
Default with respect to a party (the "Defaulting Party") has occurred and is
then continuing, the other party (the "Non-defaulting Party") may, by not more
than 20 days notice to the Defaulting Party specifying the relevant Event of
Default, designate a day not earlier than the day such notice is effective as an
Early Termination Date in respect of all outstanding Transactions. If, however,
"Automatic Early Termination" is specified in the Schedule as applying to a
party, then an Early Termination Date in respect of all outstanding Transactions
will occur immediately upon the occurrence with respect to such party of an
Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the
extent analogous thereto, (8), and as of the time immediately preceding the
institution of the relevant proceeding or the presentation of the relevant
petition upon the occurrence with respect to such party of an Event of Default
specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8).

(b)  Right to Terminate Following Termination Event.

     (i)     Notice.  If a Termination Event occurs, an Affected Party will,
     promptly upon becoming aware of it, notify the other party, specifying the
     nature of that Termination Event and each Affected Transaction and will
     also give such other information about that Termination Event as the other
     party may reasonably require.

     (ii)    Transfer to Avoid Termination Event. If either an Illegality under
     Section 5(b)(i)(1) or a Tax Event occurs and there is only one Affected
     Party, or if a Tax Event Upon Merger occurs and the Burdened Party is the
     Affected Party, the Affected Party will, as a condition to its right to
     designate an Early Termination Date under Section 6(b)(iv), use all
     reasonable efforts (which will not require such party to incur a loss,
     excluding immaterial, incidental expenses) to transfer within 20 days after
     it gives notice under Section 6(b)(i) all its rights and obligations under
     this Agreement in respect of the Affected Transactions to another of its
     Offices or Affiliates so that such Termination Event ceases to exist.

     If the Affected Party is not able to make such a transfer it will give
     notice to the other party to that effect within such 20 day period,
     whereupon the other party may effect such a transfer within 30 days after
     the notice is given under Section 6(b)(i).

     Any such transfer by a party under this Section 6(b)(ii) will be subject to
     and conditional upon the prior written consent of the other party, which
     consent will not be withheld if such other party's policies in effect at
     such time would permit it to enter into transactions with the transferee on
     the terms proposed.

     (iii)   Two Affected Parties.  If an Illegality under Section 5(b)(i)(1) or
     a Tax Event occurs and there are two Affected Parties, each party will use
     all reasonable efforts to reach agreement within 30 days after notice
     thereof is given under Section 6(b)(i) on action to avoid that Termination
     Event.

     (iv)    Right to Terminate. If:--

             (1)    a transfer under Section 6(b)(ii) or an agreement under
             Section 6(b)(iii), as the case may be, has not been effected with
             respect to all Affected Transactions within 30 days after an
             Affected Party gives notice under Section 6(b)(i); or

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             (2)    an Illegality under Section 5(b)(i)(2), a Credit Event Upon
             Merger or an Additional Termination Event occurs, or a Tax Event
             Upon Merger occurs and the Burdened Party is not the Affected
             Party,

     either party in the case of an Illegality, the Burdened Party in the case
     of a Tax Event Upon Merger, any Affected Party in the case of a Tax Event
     or an Additional Termination Event if there is more than one Affected
     Party, or the party which is not the Affected Party in the case of a Credit
     Event Upon Merger or an Additional Termination Event if there is only one
     Affected Party may, by not more than 20 days notice to the other party and
     provided that the relevant Termination Event is then continuing, designate
     a day not earlier than the day such notice is effective as an Early
     Termination Date in respect of all Affected Transactions.

(c)  Effect of Designation.

     (i)     If notice designating an Early Termination Date is given under
     Section 6(a) or (b), the Early Termination Date will occur on the date so
     designated, whether or not the relevant Event of Default or Termination
     Event is then continuing.

     (ii)    Upon the occurrence or effective designation of an Early
     Termination Date, no further payments or deliveries under Section 2(a)(i)
     or 2(e) in respect of the Terminated Transactions will be required to be
     made, but without prejudice to the other provisions of this Agreement. The
     amount, if any, payable in respect of an Early Termination Date shall be
     determined pursuant to Section 6(e).

(d)  Calculations.

     (i)     Statement.  On or as soon as reasonably practicable following the
     occurrence of an Early Termination Date, each party will make the
     calculations on its part, if any, contemplated by Section 6(e) and will
     provide to the other party a statement (1) showing, in reasonable detail,
     such calculations (including all relevant quotations and specifying any
     amount payable under Section 6(e)) and (2) giving details of the relevant
     account to which any amount payable to it is to be paid. In the absence of
     written confirmation from the source of a quotation obtained in determining
     a Market Quotation, the records of the party obtaining such quotation will
     be conclusive evidence of the existence and accuracy of such quotation.

     (ii)    Payment Date.  An amount calculated as being due in respect of any
     Early Termination Date under Section 6(e) will be payable on the day that
     notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated or occurs as a result of an Event of
     Default) and on the day which is two Local Business Days after the day on
     which notice of the amount payable is effective (in the case of an Early
     Termination Date which is designated as a result of a Termination Event).
     Such amount will be paid together with (to the extent permitted under
     applicable law) interest thereon (before as well as after judgment) in the
     Termination Currency, from (and including) the relevant Early Termination
     Date to (but excluding) the date such amount is paid, at the Applicable
     Rate. Such interest will be calculated on the basis of daily compounding
     and the actual number of days elapsed.

(e)  Payments on Early Termination.  If an Early Termination Date occurs, the
following provisions shall apply based on the parties' election in the Schedule
of a payment measure, either "Market Quotation" or "Loss," and a payment method,
either the "First Method" or the "Second Method." If the parties fail to
designate a payment measure or payment method in the Schedule, it will be deemed
that "Market Quotation" or the "Second Method," as the case may be, shall apply.
The amount, if any, payable in respect of an Early Termination Date and
determined pursuant to this Section will be subject to any Set-off.

                                       10
<PAGE>

         (i)      Events of Default.  If the Early Termination Date results from
                  an Event of Default:--

                  (1)    First Method and Market Quotation.  If the First Method
                  and Market Quotation apply, the Defaulting Party will pay to
                  the Non-defaulting Party the excess, if a positive number, of
                  (A) the sum of the Settlement Amount (determined by the Non-
                  defaulting Party) in respect of the Terminated Transactions
                  and the Termination Currency Equivalent of the Unpaid Amounts
                  owing to the Non-defaulting Party over (B) the Termination
                  Currency Equivalent of the Unpaid Amounts owing to the
                  Defaulting Party.

                  (2)    First Method and Loss.  If the First Method and Loss
                  apply, the Defaulting Party will pay to the Non-defaulting
                  Party, if a positive number, the Non-defaulting Party's Loss
                  in respect of this Agreement.

                  (3)    Second Method and Market Quotation.  If the Second
                  Method and Market Quotation apply, an amount will be payable
                  equal to (A) the sum of the Settlement Amount (determined by
                  the Non-defaulting Party) in respect of the Terminated
                  Transactions and the Termination Currency Equivalent of the
                  Unpaid Amounts owing to the Non-defaulting Party less (B) the
                  Termination Currency Equivalent of the Unpaid Amounts owing to
                  the Defaulting Party. If that amount is a positive number, the
                  Defaulting Party will pay it to the Non-defaulting Party; if
                  it is a negative number, the Non-defaulting Party will pay the
                  absolute value of that amount to the Defaulting Party.

                  (4)    Second Method and Loss.  If the Second Method and Loss
                  apply, an amount will be payable equal to the Non-defaulting
                  Party's Loss in respect of this Agreement. If that amount is a
                  positive number, the Defaulting Party will pay it to the Non-
                  defaulting Party; if it is a negative number, the Non-
                  defaulting Party will pay the absolute value of that amount to
                  the Defaulting Party.

         (ii)     Termination Events.  If the Early Termination Date results
                  from a Termination Event:--

                  (1)    One Affected Party.  If there is one Affected Party,
                  the amount payable will be determined in accordance with
                  Section 6(e)(i)(3), if Market Quotation applies, or Section
                  6(e)(i)(4), if Loss applies, except that, in either case,
                  references to the Defaulting Party and to the Non-defaulting
                  Party will be deemed to be references to the Affected Party
                  and the party which is not the Affected Party, respectively,
                  and, if Loss applies and fewer than all the Transactions are
                  being terminated, Loss shall be calculated in respect of all
                  Terminated Transactions.

                  (2)    Two Affected Parties.  If there are two Affected
                  Parties:--

                         (A)  if Market Quotation applies, each party will
                         determine a Settlement Amount in respect of the
                         Terminated Transactions, and an amount will be payable
                         equal to (I) the sum of (a) one-half of the difference
                         between the Settlement Amount of the party with the
                         higher Settlement Amount ("X") and the Settlement
                         Amount of the party with the lower Settlement Amount
                         ("Y") and (b) the Termination Currency Equivalent of
                         the Unpaid Amounts owing to X less (II) the Termination
                         Currency Equivalent of the Unpaid Amounts owing to Y;
                         and

                         (B)  if Loss applies, each party will determine its
                         Loss in respect of this Agreement (or, if fewer than
                         all the Transactions are being terminated, in respect
                         of all Terminated Transactions) and an amount will be
                         payable equal to one-half

                                       11
<PAGE>

                         of the difference between the Loss of the party with
                         the higher Loss ("X") and the Loss of the party with
                         the lower Loss ("Y").

                  If the amount payable is a positive number, Y will pay it to
                  X; if it is a negative number, X will pay the absolute value
                  of that amount to Y.

         (iii)    Adjustment for Bankruptcy.  In circumstances where an Early
         Termination Date occurs because "Automatic Early Termination" applies
         in respect of a party, the amount determined under this Section 6(e)
         will be subject to such adjustments as are appropriate and permitted by
         law to reflect any payments or deliveries made by one party to the
         other under this Agreement (and retained by such other party) during
         the period from the relevant Early Termination Date to the date for
         payment determined under Section 6(d)(ii).

         (iv)     Pre-Estimate.  The parties agree that if Market Quotation
         applies an amount recoverable under this Section 6(e) is a reasonable
         pre-estimate of loss and not a penalty. Such amount is payable for the
         loss of bargain and the loss of protection against future risks and
         except as otherwise provided in this Agreement neither party will be
         entitled to recover any additional damages as a consequence of such
         losses.

7.       Transfer

Subject to Section 6(b)(ii), neither this Agreement nor any interest or
obligation in or under this Agreement may be transferred (whether by way of
security or otherwise) by either party without the prior written consent of the
other party, except that:--

(a)      a party may make such a transfer of this Agreement pursuant to a
consolidation or amalgamation with, or merger with or into, or transfer of all
or substantially all its assets to, another entity (but without prejudice to any
other right or remedy under this Agreement); and

(b)      a party may make such a transfer of all or any part of its interest in
any amount payable to it from a Defaulting Party under Section 6(e).

Any purported transfer that is not in compliance with this Section will be void.

8.       Contractual Currency

(a)      Payment in the Contractual Currency.  Each payment under this Agreement
will be made in the relevant currency specified in this Agreement for that
payment (the "Contractual Currency"). To the extent permitted by applicable law,
any obligation to make payments under this Agreement in the Contractual Currency
will not be discharged or satisfied by any tender in any currency other than the
Contractual Currency, except to the extent such tender results in the actual
receipt by the party to which payment is owed, acting in a reasonable manner and
in good faith in converting the currency so tendered into the Contractual
Currency, of the full amount in the Contractual Currency of all amounts payable
in respect of this Agreement. If for any reason the amount in the Contractual
Currency so received falls short of the amount in the Contractual Currency
payable in respect of this Agreement, the party required to make the payment
will, to the extent permitted by applicable law, immediately pay such additional
amount in the Contractual Currency as may be necessary to compensate for the
shortfall. If for any reason the amount in the Contractual Currency so received
exceeds the amount in the Contractual Currency payable in respect of this
Agreement, the party receiving the payment will refund promptly the amount of
such excess.

(b)      Judgments.  To the extent permitted by applicable law, if any judgment
or order expressed in a currency other than the Contractual Currency is rendered
(i) for the payment of any amount owing in respect of this Agreement, (ii) for
the payment of any amount relating to any early termination in respect

                                       12
<PAGE>

of this Agreement or (iii) in respect of a judgment or order of another court
for the payment of any amount described in (i) or (ii) above, the party seeking
recovery, after recovery in full of the aggregate amount to which such party is
entitled pursuant to the judgment or order, will be entitled to receive
immediately from the other party the amount of any shortfall of the Contractual
Currency received by such party as a consequence of sums paid in such other
currency and will refund promptly to the other party any excess of the
Contractual Currency received by such party as a consequence of sums paid in
such other currency if such shortfall or such excess arises or results from any
variation between the rate of exchange at which the Contractual Currency is
converted into the currency of the judgment or order for the purposes of such
judgment or order and the rate of exchange at which such party is able, acting
in a reasonable manner and in good faith in converting the currency received
into the Contractual Currency, to purchase the Contractual Currency with the
amount of the currency of the judgment or order actually received by such party.
The term "rate of exchange" includes, without limitation, any premiums and costs
of exchange payable in connection with the purchase of or conversion into the
Contractual Currency.

(c)      Separate Indemnities.  To the extent permitted by applicable law, these
indemnities constitute separate and independent obligations from the other
obligations in this Agreement, will be enforceable as separate and independent
causes of action, will apply notwithstanding any indulgence granted by the party
to which any payment is owed and will not be affected by judgment being obtained
or claim or proof being made for any other sums payable in respect of this
Agreement.

(d)      Evidence of Loss.  For the purpose of this Section 8, it will be
sufficient for a party to demonstrate that it would have suffered a loss had an
actual exchange or purchase been made.

9.       Miscellaneous

(a)      Entire Agreement.  This Agreement constitutes the entire agreement and
understanding of the parties with respect to its subject matter and supersedes
all oral communication and prior writings with respect thereto.

(b)      Amendments.  No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including a writing evidenced by
a facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.

(c)      Survival of Obligations.  Without prejudice to Sections 2(a)(iii) and
6(c)(ii), the obligations of the parties under this Agreement will survive the
termination of any Transaction.

(d)      Remedies Cumulative.  Except as provided in this Agreement, the rights,
powers, remedies and privileges provided in this Agreement are cumulative and
not exclusive of any rights, powers, remedies and privileges provided by law.

(e)      Counterparts and Confirmations.

         (i)      This Agreement (and each amendment, modification and waiver in
         respect of it) may be executed and delivered in counterparts (including
         by facsimile transmission), each of which will be deemed an original.

         (ii)     The parties intend that they are legally bound by the terms of
         each Transaction from the moment they agree to those terms (whether
         orally or otherwise). A Confirmation shall be entered into as soon as
         practicable and may be executed and delivered in counterparts
         (including by facsimile transmission) or be created by an exchange of
         telexes or by an exchange of electronic

                                       13
<PAGE>

         messages on an electronic messaging system, which in each case will be
         sufficient for all purposes to evidence a binding supplement to this
         Agreement. The parties will specify therein or through another
         effective means that any such counterpart, telex or electronic message
         constitutes a Confirmation.

(f)      No Waiver of Rights.  A failure or delay in exercising any right, power
or privilege in respect of this Agreement will not be presumed to operate as a
waiver, and a single or partial exercise of any right, power or privilege will
not be presumed to preclude any subsequent or further exercise, of that right,
power or privilege or the exercise of any other right, power or privilege.

(g)      Headings.  The headings used in this Agreement are for convenience of
reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.

10.      Offices; Multibranch Parties

(a)      If Section 10(a) is specified in the Schedule as applying, each party
that enters into a Transaction through an Office other than its head or home
office represents to the other party that, notwithstanding the place of booking
office or jurisdiction of incorporation or organization of such party, the
obligations of such party are the same as if it had entered into the Transaction
through its head or home office. This representation will be deemed to be
repeated by such party on each date on which a Transaction is entered into.

(b)      Neither party may change the Office through which it makes and receives
payments or deliveries for the purpose of a Transaction without the prior
written consent of the other party.

(c)      If a party is specified as a Multibranch Party in the Schedule, such
Multibranch Party may make and receive payments or deliveries under any
Transaction through any Office listed in the Schedule, and the Office through
which it makes and receives payments or deliveries with respect to a Transaction
will be specified in the relevant Confirmation.

11.      Expenses

A Defaulting Party will, on demand, indemnify and hold harmless the other party
for and against all reasonable out-of-pocket expenses, including legal fees and
Stamp Tax, incurred by such other party by reason of the enforcement and
protection of its rights under this Agreement or any Credit Support Document to
which the Defaulting Party is a party or by reason of the early termination of
any Transaction, including, but not limited to, costs of collection.

12.      Notices

(a)      Effectiveness.  Any notice or other communication in respect of this
Agreement may be given in any manner set forth below (except that a notice or
other communication under Section 5 or 6 may not be given by facsimile
transmission or electronic messaging system) to the address or number or in
accordance with the electronic messaging system details provided (see the
Schedule) and will be deemed effective as indicated:--

         (i)      if in writing and delivered in person or by courier, on the
         date it is delivered;

         (ii)     if sent by telex, on the date the recipient's answerback is
         received;

         (iii)    if sent by facsimile transmission, on the date that
         transmission is received by a responsible employee of the recipient in
         legible form (it being agreed that the burden of proving receipt will
         be

                                       14
<PAGE>

         on the sender and will not be met by a transmission report generated by
         the sender's facsimile machine);

         (iv)     if sent by certified or registered mail (airmail, if overseas)
         or the equivalent (return receipt requested), on the date that mail is
         delivered or its delivery is attempted; or

         (v)      if sent by electronic messaging system, on the date that
electronic message is received, unless the date of that delivery (or attempted
delivery) or that receipt, as applicable, is not a Local Business Day or that
communication is delivered (or attempted) or received, as applicable, after the
close of business on a Local Business Day, in which case that communication
shall be deemed given and effective on the first following day that is a Local
Business Day.

(b)      Change of Addresses.  Either party may by notice to the other change
the address, telex or facsimile number or electronic messaging system details at
which notices or other communications are to be given to it.

13.      Governing Law and Jurisdiction

(a)      Governing Law.  This Agreement will be governed by and construed in
accordance with the law specified in the Schedule.

(b)      Jurisdiction.  With respect to any suit, action or proceedings relating
to this Agreement ("Proceedings"), each party irrevocably:--

         (i)      submits to the jurisdiction of the English courts, if this
         Agreement is expressed to be governed by English law, or to the non-
         exclusive jurisdiction of the courts of the State of New York and the
         United States District Court located in the Borough of Manhattan in New
         York City, if this Agreement is expressed to be governed by the laws of
         the State of New York; and

         (ii)     waives any objection which it may have at any time to the
         laying of venue of any Proceedings brought in any such court, waives
         any claim that such Proceedings have been brought in an inconvenient
         forum and further waives the right to object, with respect to such
         Proceedings, that such court does not have any jurisdiction over such
         party.

Nothing in this Agreement precludes either party from bringing Proceedings in
any other jurisdiction (outside, if this Agreement is expressed to be governed
by English law, the Contracting States, as defined in Section 1(3) of the Civil
Jurisdiction and Judgments Act 1982 or any modification, extension or re-
enactment thereof for the time being in force) nor will the bringing of
Proceedings in any one or more jurisdictions preclude the bringing of
Proceedings in any other jurisdiction.

(c)      Service of Process.  Each party irrevocably appoints the Process Agent
(if any) specified opposite its name in the Schedule to receive, for it and on
its behalf, service of process in any Proceedings. If for any reason any party's
Process Agent is unable to act as such, such party will promptly notify the
other party and within 30 days appoint a substitute process agent acceptable to
the other party. The parties irrevocably consent to service of process given in
the manner provided for notices in Section 12. Nothing in this Agreement will
affect the right of either party to serve process in any other manner permitted
by law.

(d)      Waiver of Immunities.  Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all immunity on the grounds
of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any
court, (iii) relief by way of injunction, order for specific performance or for
recovery of property, (iv) attachment of its assets (whether before or after
judgment) and (v) execution or enforcement of any judgment to which it or

                                       15
<PAGE>

its revenues or assets might otherwise be entitled in any Proceedings in the
courts of any jurisdiction and irrevocably agrees, to the extent permitted by
applicable law, that it will not claim any such immunity in any Proceedings.

14.      Definitions

As used in this Agreement:--

"Additional Termination Event" has the meaning specified in Section 5(b).

"Affected Party" has the meaning specified in Section 5(b).

"Affected Transactions" means (a) with respect to any Termination Event
consisting of an Illegality, Tax Event or Tax Event Upon Merger, all
Transactions affected by the occurrence of such Termination Event and (b) with
respect to any other Termination Event, all Transactions.

"Affiliate" means, subject to the Schedule, in relation to any person, any
entity controlled, directly or indirectly, by the person, any entity that
controls, directly or indirectly, the person or any entity directly or
indirectly under common control with the person. For this purpose, "control" of
any entity or person means ownership of a majority of the voting power of the
entity or person.

"Applicable Rate" means:--

(a)      in respect of obligations payable or deliverable (or which would have
been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate;

(b)      in respect of an obligation to pay an amount under Section 6(e) of
either party from and after the date (determined in accordance with Section
6(d)(ii)) on which that amount is payable, the Default Rate;

(c)      is respect of all other obligations payable or deliverable (or which
would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-
default Rate; and

(d)      in all other cases, the Termination Rate.

"Burdened Party" has the meaning specified in Section 5(b).

"Change in Tax Law" means the enactment, promulgation, execution or ratification
of, or any change in or amendment to, any law (or in the application or official
interpretation of any law) that occurs on or after the date on which the
relevant Transaction is entered into.

"consent" includes a consent, approval, action, authorization, exemption,
notice, filing, registration or exchange control consent.

"Credit Event Upon Merger" has the meaning specified in Section 5(b).

"Credit Support Document" means any agreement or instrument that is specified as
such in this Agreement.

"Credit Support Provider" has the meaning specified in the Schedule.

"Default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the relevant payee (as certified by it) if it
were to fund or of funding the relevant amount plus 1% per annum.

                                       16
<PAGE>

"Defaulting Party" has the meaning specified in Section 6(a).

"Early Termination Date" means the date determined in accordance with Section
6(a) or 6(b)(iv).

"Event of Default" has the meaning specified in Section 5(a) and, if applicable,
in the Schedule.

"Illegality" has the meaning specified in Section 5(b).

"Indemnifiable Tax" means any Tax other than a Tax that would not be imposed in
respect of a payment under this Agreement but for a present or former connection
between the jurisdiction of the government or taxation authority imposing such
Tax and the recipient of such payment or a person related to such recipient
(including, without limitation, a connection arising from such recipient or
related person being or having been a citizen or resident of such jurisdiction,
or being or having been organized, present or engaged in a trade or business in
such jurisdiction, or having or having had a permanent establishment or fixed
place of business in such jurisdiction, but excluding a connection arising
solely from such recipient or related person having executed, delivered,
performed its obligations or received a payment under, or enforced, this
Agreement or a Credit Support Document).

"law" includes any treaty, law, rule or regulation (as modified, in the case of
tax matters, by the practice of any relevant governmental revenue authority) and
"lawful" and "unlawful" will be construed accordingly.

"Local Business Day" means, subject to the Schedule, a day on which commercial
banks are open for business (including dealings in foreign exchange and foreign
currency deposits) (a) in relation to any obligation under Section 2(a)(i), in
the place(s) specified in the relevant Confirmation or, if not so specified, as
otherwise agreed by the parties in writing or determined pursuant to provisions
contained, or incorporated by reference, in this Agreement, (b) in relation to
any other payment, in the place where the relevant account is located and, if
different, in the principal financial centre, if any, of the currency of such
payment, (c) in relation to any notice or other communication, including notice
contemplated under Section 5(a)(i), in the city specified in the address for
notice provided by the recipient and, in the case of a notice contemplated by
Section 2(b), in the place where the relevant new account is to be located and
(d) in relation to Section 5(a)(v)(2), in the relevant locations for performance
with respect to such Specified Transaction.

"Loss" means, with respect to this Agreement or one or more Terminated
Transactions, as the case may be, and a party, the Termination Currency
Equivalent of an amount that party reasonably determines in good faith to be its
total losses and costs (or gain, in which case expressed as a negative number)
in connection with this Agreement or that Terminated Transaction or group of
Terminated Transactions, as the case may be, including any loss of bargain, cost
of funding or, at the election of such party but without duplication, loss or
cost incurred as a result of its terminating, liquidating, obtaining or
reestablishing any hedge or related trading position (or any gain resulting from
any of them). Loss includes losses and costs (or gains) in respect of any
payment or delivery required to have been made (assuming satisfaction of each
applicable condition precedent) on or before the relevant Early Termination Date
and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3)
or 6(e)(ii)(2)(A) applies. Loss does not include a party's legal fees and out-
of-pocket expenses referred to under Section 11. A party will determine its Loss
as of the relevant Early Termination Date or, if that is not reasonably
practicable, as of the earliest date thereafter as is reasonably practicable. A
party may (but need not) determine its Loss by reference to quotations of
relevant rates or prices from one or more leading dealers in the relevant
markets.

"Market Quotation" means, with respect to one or more Terminated Transactions
and a party making the determination, an amount determined on the basis of
quotations from Reference Market-makers. Each quotation will be for an amount,
if any, that would be paid to such party (expressed as a negative number) or by
such party (expressed as a positive number) in consideration of an agreement
between such party (taking into account any existing Credit Support Document
with respect to the obligations of such party) and the

                                       17
<PAGE>

quoting Reference Market-maker to enter into a transaction (the "Replacement
Transaction") that would have the effect of preserving for such party the
economic equivalent of any payment or delivery (whether the underlying
obligation was absolute or contingent and assuming the satisfaction of each
applicable condition precedent) by the parties under Section 2(a)(i) in respect
of such Terminated Transaction or group of Terminated Transactions that would,
but for the occurrence of the relevant Early Termination Date, have been
required after that date. For this purpose, Unpaid Amounts in respect of the
Terminated Transaction or group of Terminated Transactions are to be excluded
but, without limitation, any payment or delivery that would, but for the
relevant Early Termination Date, have been required (assuming satisfaction of
each applicable condition precedent) after that Early Termination Date is to be
included. The Replacement Transaction would be subject to such documentation as
such party and the Reference Market-maker may, in good faith, agree. The party
making the determination (or its agent) will request each Reference Market-maker
to provide its quotation to the extent reasonably practicable as of the same day
and time (without regard to different time zones) on or as soon as reasonably
practicable after the relevant Early Termination Date. The day and time as of
which those quotations are to be obtained will be selected in good faith by the
party obliged to make a determination under Section 6(e), and, if each party is
so obliged, after consultation with the other. If more than three quotations are
provided, the Market Quotation will be the arithmetic mean of the quotations,
without regard to the quotations having the highest and lowest values. If
exactly three such quotations are provided, the Market Quotation will be the
quotation remaining after disregarding the highest and lowest quotations. For
this purpose, if more than one quotation has the same highest value or lowest
value, then one of such quotations shall be disregarded. If fewer than three
quotations are provided, it will be deemed that the Market Quotation in respect
of such Terminated Transaction or group of Terminated Transactions cannot be
determined.

"Non-default Rate" means a rate per annum equal to the cost (without proof or
evidence of any actual cost) to the Non-defaulting Party (as certified by it) if
it were to fund the relevant amount.

"Non-defaulting Party" has the meaning specified in Section 6(a).

"Office" means a branch or office of a party, which may be such party's head or
home office.

"Potential Event of Default" means any event which, with the giving of notice or
the lapse of time or both, would constitute an Event of Default.

"Reference Market-makers" means four leading dealers in the relevant market
selected by the party determining a Market Quotation in good faith (a) from
among dealers of the highest credit standing which satisfy all the criteria that
such party applies generally at the time in deciding whether to offer or to make
an extension of credit and (b) to the extent practicable, from among such
dealers having an office in the same city.

"Relevant Jurisdiction" means, with respect to a party, the jurisdictions (a) in
which the party is incorporated organized, managed and controlled or considered
to have its seat, (b) where an Office through which the party is acting for
purposes of this Agreement is located, (c) in which the party executes this
Agreement and (d) in relation to any payment, from or through which such payment
is made.

"Scheduled Payment Date" means a date on which a payment or delivery is to be
made under Section 2(a)(i) with respect to a Transaction.

"Set-off" means set-off, offset, combination of accounts, right of retention or
withholding or similar right or requirement to which the payer of an amount
under Section 6 is entitled or subject (whether arising under this Agreement,
another contract, applicable law or otherwise) that is exercised by, or imposed
on, such payer.

                                       18
<PAGE>

"Settlement Amount" means, with respect to a party and any Early Termination
Date, the sum of:--

(a)      the Termination Currency Equivalent of the Market Quotations (whether
positive or negative) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation is determined; and

(b)      such party's Loss (whether positive or negative and without reference
to any Unpaid Amounts) for each Terminated Transaction or group of Terminated
Transactions for which a Market Quotation cannot be determined or would not (in
the reasonable belief of the party making the determination) produce a
commercially reasonable result.

"Specified Entity" has the meaning specified in the Schedule.

"Specified Indebtedness" means, subject to the Schedule, any obligation (whether
present or future, contingent or otherwise, as principal or surety or otherwise)
in respect of borrowed money.

"Specified Transaction" means, subject to the Schedule, (a) any transaction
(including an agreement with respect thereto) now existing or hereafter entered
into between one party to this Agreement (or any Credit Support Provider of such
party or any applicable Specified Entity of such party) and the other party to
this Agreement (or any Credit Support Provider of such other party or any
applicable Specified Entity of such other party) which is a rate swap
transaction, basis swap, forward rate transaction, commodity swap, commodity
option, equity or equity index swap, equity or equity index option, bond option,
interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate
swap transaction, currency option or any other similar transaction (including
any option with respect to any of these transactions), (b) any combination of
these transactions and (c) any other transaction identified as a Specified
Transaction in this Agreement or the relevant confirmation.

"Stamp Tax" means any stamp, registration, documentation or similar tax.

"Tax" means any present or future tax, levy, impost, duty, charge, assessment or
fee of any nature (including interest, penalties and additions thereto) that is
imposed by any government or other taxing authority in respect of any payment
under this Agreement other than a stamp, registration, documentation or similar
tax.

"Tax Event" has the meaning specified in Section 5(b).

"Tax Event Upon Merger" has the meaning specified in Section 5(b).

"Terminated Transactions" means with respect to any Early Termination Date (a)
if resulting from a Termination Event, all Affected Transactions and (b) if
resulting from an Event of Default, all Transactions (in either case) in effect
immediately before the effectiveness of the notice designating that Early
Termination Date (or, if "Automatic Early Termination" applies, immediately
before that Early Termination Date).

"Termination Currency" has the meaning specified in the Schedule.

"Termination Currency Equivalent" means, in respect of any amount denominated in
the Termination Currency, such Termination Currency amount and, in respect of
any amount denominated in a currency other than the Termination Currency (the
"Other Currency"), the amount in the Termination Currency determined by the
party making the relevant determination as being required to purchase such
amount of such Other Currency as at the relevant Early Termination Date, or, if
the relevant Market Quotation or Loss (as the case may be), is determined as of
a later date, that later date, with the Termination Currency at the

                                       19
<PAGE>

rate equal to the spot exchange rate of the foreign exchange agent (selected as
provided below) for the purchase of such Other Currency with the Termination
Currency at or about 11:00 a.m. (in the city in which such foreign exchange
agent is located) on such date as would be customary for the determination of
such a rate for the purchase of such Other Currency for value on the relevant
Early Termination Date or that later date. The foreign exchange agent will, if
only one party is obliged to make a determination under Section 6(e), be
selected in good faith by that party and otherwise will be agreed by the
parties.

"Termination Event" means an Illegality, a Tax Event or a Tax Event Upon Merger
or, if specified to be applicable, a Credit Event Upon Merger or an Additional
Termination Event.

"Termination Rate" means a rate per annum equal to the arithmetic mean of the
cost (without proof or evidence of any actual cost) to each party (as certified
by such party) if it were to fund or of funding such amounts.

"Unpaid Amounts" owing to any party means, with respect to an Early Termination
Date, the aggregate of (a) in respect of all Terminated Transactions, the
amounts that became payable (or that would have become payable but for Section
2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early
Termination Date and which remain unpaid as at such Early Termination Date and
(b) in respect of each Terminated Transaction, for each obligation under Section
2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be
settled by delivery to such party on or prior to such Early Termination Date and
which has not been so settled as at such Early Termination Date, an amount equal
to the fair market value of that which was (or would have been) required to be
delivered as of the originally scheduled date for delivery, in each case
together with (to the extent permitted under applicable law) interest, in the
currency of such amounts, from (and including) the date such amounts or
obligations were or would have been required to have been paid or performed to
(but excluding) such Early Termination Date, at the Applicable Rate. Such
amounts of interest will be calculated on the basis of daily compounding and the
actual number of days elapsed. The fair market value of any obligation referred
to in clause (b) above shall be reasonably determined by the party obliged to
make the determination under Section 6(e) or, if each party is so obliged, it
shall be the average of the Termination Currency Equivalents of the fair market
values reasonably determined by both parties.

IN WITNESS WHEREOF the parties have executed this document on the respective
dates specified below with effect from the date specified on the first page of
this document.

FIRST UNION NATIONAL BANK                     FIRST NORTH AMERICAN NATIONAL BANK


                                              By: /s/ Philip J. Dunn
                                                 -------------------
By: /s/ Delene M. Travella                    Name: Philip J. Dunn
   -----------------------                    Title: Vice President
     Name Delene M. Travella:                 Date: November 29, 2000
     Title: Vice President
     Date: November 29, 2000

                                       20
<PAGE>

(Multicurrency--Cross Border)

                                   ISDA (R)

                 International Swap Dealers Association, Inc.

                                   SCHEDULE
                                    to the
                               Master Agreement

                         dated as of November 28, 2000


between   FIRST UNION NATIONAL      and     FIRST NORTH AMERICAN
          BANK                              NATIONAL BANK

               ("Party A")                        ("Party B")

                        PART 1: Termination Provisions
                                ----------------------

(a)      "Specified Entity" means in relation to Party A for the purpose of:-

         Section 5(a)(v)  (Default under Specified Transaction), none;
         Section 5(a)(vi) (Cross Default),                       none;
         Section 5(a)(vii) (Bankruptcy),                         none; and
         Section 5(b)(iv) (Credit Event Upon Merger),            none;

         in relation to Party B for the purpose of:-

         Section 5(a)(v) (Default under Specified Transaction)   none;
         Section 5(a)(vi) (Cross Default),                       none;
         Section 5(a)(vii) (Bankruptcy),                         none; and
         Section 5(b)(iv) (Credit Event Upon Merger),            none.

(b)      "Specified Transaction" will have the meaning specified in Section 14.

(c)      The "Cross-Default" provisions of Section 5(a)(vi)
               will not apply to Party A
               will not apply to Party B.

(d)      The "Credit Event Upon Merger" provisions of Section 5(b)(iv)
               will apply to Party A
               will not apply to Party B.

(e)      The "Automatic Early Termination" provision of Section 6(a)
               will not apply to Party A
               will not apply to Party B.

                                       1
<PAGE>

(f)      Payments on Early Termination.  For the purpose of Section 6(e):

         (i)      Market Quotation will apply.
         (ii)     The Second Method will apply.

(g)      "Termination Currency" means United States Dollars.

(h)      "Additional Termination Event." The occurrence of the following event
         shall be an Additional Termination Event (and Party A shall be the
         Affected Party): the Trustee declares an Additional Termination Event
         and designates an Early Termination Date by notice given to Party A in
         order to realize upon the Swap Collateral as described in Part 5 of
         this Schedule.

(i)      The "Breach of Agreement"  provisions of Section 5(a)(ii)
               will apply to Party A
               will not apply to Party B

(j)      The "Credit Support Default" provisions of Section 5(a)(iii)
               will apply to Party A
               will not apply to Party B

(k)      The "Misrepresentation" provisions of Section 5(a)(iv)
               will apply to Party A
               will not apply to Party B

(l)      The "Default under Specified Transaction" provisions of Section 5(a)(v)
               will apply to Party A
               will not apply to Party B

(m)      The "Bankruptcy" provisions of Section 5(a)(vii)
               will apply to Party A
               will not apply to Party B

(n)      The "Merger Without Assumption" provisions of Section 5(a)(viii)
               will apply to Party A
               will not apply to Party B

(o)      The "Additional Termination Event" provisions of Section 5(b)(v) will
         not apply to Party A and will not apply to Party B; provided that the
         Trustee shall have the right to declare an Additional Termination Event
         pursuant to Paragraph (h)(ii) of Part 5 of this Agreement.

                          PART 2: Tax Representations
                                  -------------------

(a)      Payer Tax Representations.  For the purpose of Section 3(e) of this
         Agreement, Party A and Party B will make the following representation:-

         It is not required by any applicable law, as modified by the practice
         of any relevant governmental revenue authority of any Relevant
         Jurisdiction to make any deduction or withholding for or on account of
         any Tax from any payment (other than interest under Section 2(e),
         6(d)(ii) or 6(e) of

                                       2
<PAGE>

         this Agreement) to be made by it to the other party under this
         Agreement. In making this representation, it may rely on (x) the
         accuracy of any representations made by the other party pursuant to
         Section 3(f) of this Agreement, (y) the satisfaction of the agreement
         contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and the
         accuracy and effectiveness of any document provided by the other party
         pursuant to Section 4(a)(i) or 4(a)(iii) of this Agreement and (z) the
         satisfaction of the agreement of the other party contained in Section
         4(d) of this Agreement, provided that it shall not be a breach of this
         representation where reliance is placed on clause (y) and the other
         party does not deliver a form or document under Section 4(a)(iii) by
         reason of material prejudice to its legal or commercial position.

(b)      Payee Tax Representations.  For the purpose of Section 3(f) of this
         Agreement, Party A and Party B will make the following representations
         specified below, if any:-

                    (i)      The following representations will apply to Party
                             A:

                  Party A is a national banking association created or organized
                  under the laws of the United States of America and the federal
                  taxpayer identification number is 22-1147033.

                    (ii)     The following representations will apply to Party
                             B:

                  Party B is a national banking association created or organized
                  under the laws of the United States of America and the federal
                  taxpayer identification number is 58-1897792.

                    PART 3: Agreement to Deliver Documents
                            ------------------------------

For the purpose of Section 4(a)(i) and (ii) of this Agreement, each party agrees
to deliver the following documents:

(a)      Tax forms, documents or certificates to be delivered are:

<TABLE>
<CAPTION>
         Party required to       Form/Document/Certificate              Date by which to be delivered
         deliver document
         --------------------    ----------------------------------     ---------------------------------------
<C>                              <S>                                    <C>
         Party B                 Internal Revenue Service               Upon execution and delivery of
                                 Form W-9                               this Agreement

         Party A and             Any form, document or                  Upon request
         Party B                 certificate as may be
                                 requested pursuant to Section
                                 4(a)(iii) of this Agreement.
</TABLE>

                                       3
<PAGE>

(b)      Other documents to be delivered are:-

<TABLE>
<CAPTION>
   Party required to       Form/Document/Certificate                   Date by                   Covered by Section
   deliver document                                                    which to be               3(d) Representation
                                                                       delivered
   -------------------     ---------------------------------------     --------------------      ---------------------
<C>                        <S>                                         <C>                       <C>
   Party A and             Certified copies of all corporate           Upon execution and        Yes
   Party B                 authorizations and any other                delivery of this
                           documents with respect to the               Agreement
                           execution, delivery and
                           performance of this Agreement
                           and any Credit Support Document

   Party A and             Certificate of authority and                Upon execution and        Yes
   Party B                 specimen signatures of individuals          delivery of this
                           executing this Agreement any                Agreement and
                           Credit Support Document and                 thereafter upon
                           Confirmations                               request of the
                                                                       other party
</TABLE>

                             PART 4: Miscellaneous
                                     -------------
(a)      Address for Notices.  For the purpose of Section 12(a) of this
         Agreement:-

         Address for notice or communications to Party A:

          First Union National Bank
          301 S. College St.
          NC0600
          Charlotte, NC  28288-0600
          Attention:  Bruce Young, Senior Vice President
          Telephone No.: 704-383-8778
          Facsimile No.: 704-383-0575

          Address for notice or communications to Party B:

          First North American National Bank
          225 Chastain Meadows Court
          Kennesaw, Georgia  30144
          Attention:  Merle Worsham
          Telephone No.:  770-423-7900
          Facsimile No.:  770-423-7932

                                       4
<PAGE>

         with copy to:

          Circuit City Stores, Inc.
          9954 Mayland Drive
          Richmond, Virginia  23233
          Attention:  Phil Dunn
          Telephone No.:  804-527-4000
          Facsimile No.: 804-527-4113

(b)      Process Agent.  For the purpose of Section 13(c):

         Party A appoints as its Process Agent:  Not applicable.

         Party B appoints as its Process Agent:  Not applicable.

(c)      Offices.  The provisions of Section 10(a) will apply to this Agreement.

(d)      Multibranch Party.  For the purpose of Section 10 of this Agreement:-

         Party A is not a Multibranch Party.

         Party B is not a Multibranch Party.

(e)      Calculation Agent.  The Calculation Agent is Party A.

(f)      Credit Support Document.  Details of any Credit Support Document:-

         Credit Support Document means in relation to Party A: the Credit
         Support Annex between Party A and Party B dated as of November 28,
         2000.

         Credit Support Document means in relation to Party B: Not applicable.

(g)      Credit Support Provider.

         Not applicable.

(h)      Governing Law.  This Agreement will be governed by and construed in
         accordance with the laws of the State of New York (without reference to
         its conflict of laws doctrine).

(i)      Netting of Payments.  All amounts payable on the same date, in the same
         currency and in respect of the same Transaction shall be netted in
         accordance with Section 2(c) of this Agreement. The election contained
         in the last paragraph of Section 2(c) of this Agreement shall not apply
         for the purposes of this Agreement.

(j)      "Affiliate" will have the meaning specified in Section 14 of this
         Agreement.

                                       5
<PAGE>

(k)      Required Ratings.

         "Required Rating" means, for so long as the Certificates are
          ---------------
         outstanding, a short-term debt rating of "A-1" from Standard and Poor's
         (for so long as Standard and Poor's rates the Certificates) and a
         short-term debt rating of "P-1" from Moody's (for so long as Moody's
         rates the Certificates).

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

         "Moody's" means Moody's Investors Services, Inc.
          -------

         "Certificates" means the Circuit City Credit Card Master Trust Class A
          ------------
         Floating Rate Asset Backed Certificates, Series 2000-2, and the Circuit
         City Credit Card Master Trust Class B Floating Rate Asset Backed
         Certificates, Series 2000-2, issued pursuant to the Pooling and
         Servicing Agreement.

         "Pooling and Servicing Agreement" means that certain Master Pooling and
          -------------------------------
         Servicing Agreement dated as of October 4, 1994, as amended to the date
         hereof and as supplemented by the Series 2000-2 Supplement thereto,
         each between First North American National Bank, as Transferor and
         Servicer, and Bankers Trust Company, as Trustee (the "Trustee").

         If the short-term ratings of the unsecured and unsubordinated debt,
         deposit or letter of credit obligations of Party A are withdrawn by
         Standard & Poor's or Moody's or are reduced below the Required Rating
         by Standard & Poor's or Moody's, Party A shall provide written notice
         of such withdrawal or reduction to Party B, the Trustee, Standard &
         Poor's and Moody's as soon as practicable but in any event within three
         Business Days of such withdrawal or reduction.

                           PART 5: Other Provisions
                                   ----------------

(a)      Delivery of Confirmations.  For each Transaction entered into
         hereunder, Party A shall promptly send to Party B a Confirmation via
         facsimile transmission. Party B agrees to respond to such Confirmation
         within two (2) Business Days, either confirming agreement thereto or
         requesting a correction of any error(s) contained therein. Failure by
         Party A to send a Confirmation or of Party B to respond within such
         period shall not affect the validity or enforceability of such
         Transaction. Absent manifest error, there shall be a presumption that
         the terms contained in such Confirmation are the terms of the
         Transaction.

(b)      Recording of Conversations.  Each party to this Agreement acknowledges
         and agrees to the tape recording of conversations between the parties
         to this Agreement whether by one or other or both of the parties or
         their agents, and that any such tape recordings may be submitted in
         evidence in any Proceedings relating to the Agreement.

(c)      Section 3(a) of this Agreement is amended by (i) deleting the word
         "and" at the end of clause (iv); (ii) deleting the period at the end of
         clause (v) and inserting therein "; and " ; and (iii) by inserting the
         following additional representation:

         "(vi)    Eligible Swap Participant.  It is an 'eligible swap
                  participant' as defined under the regulations of the Commodity
                  Futures Trading Commission, currently at 17 CFR Section
                  35.1(b)(2)."

                                       6
<PAGE>

(d)      Section 3 is revised so as to add the following Section (g) at the end
         thereof:

         "(g)     Relationship Between Parties. Each party represents to the
                  other party and will be deemed to represent to the other party
                  on the date on which it enters into a Transaction that (absent
                  a written agreement between the parties that expressly imposes
                  affirmative obligations to the contrary for that
                  Transaction):-

                  (i)      Non-Reliance.  It is acting for its own account, and
                           it has made its own independent decisions to enter
                           into that Transaction and as to whether that
                           Transaction is appropriate or proper for it based
                           upon its own judgment and upon advice from such
                           advisors as it has deemed necessary. It is not
                           relying on any communication (written or oral) of the
                           other party as investment advice or as a
                           recommendation to enter into that Transaction; it
                           being understood that information and explanations
                           related to the terms and conditions of a Transaction
                           shall not be considered investment advice or a
                           recommendation to enter into that Transaction.
                           Further, such party has not received from the other
                           party any assurance or guarantee as to the expected
                           results of that Transaction.

                  (ii)     Evaluation and Understanding.  It is capable of
                           evaluating and understanding (on its own behalf or
                           through independent professional advice), and
                           understands and accepts, the terms, conditions and
                           risks of that Transaction. It is also capable of
                           assuming, and assumes, the financial and other risks
                           of that Transaction.

                  (iii)    Status of Parties.  The other party is not acting as
                           an agent, fiduciary or advisor for it in respect of
                           that Transaction."

(e)      Waiver of Right to Trial by Jury.  EACH PARTY HEREBY IRREVOCABLY WAIVES
         ANY AND ALL RIGHTS TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL
         PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY
         TRANSACTION CONTEMPLATED HEREBY.

(f)      Required Transfers.  Notwithstanding Section 7 of this Agreement, if
         the short-term ratings of the unsecured and unsubordinated debt,
         deposit or letter of credit obligations of Party A are withdrawn by
         Standard & Poor's or Moody's or are reduced below the Required Rating
         by Standard & Poor's or Moody's, Party A shall make a Required Transfer
         within 30 days of such withdrawal or reduction.

         "Required Transfer" means a transfer, in whole but not in part, of all
          -----------------
         of Party A's rights and obligations under this Agreement and which
         meets all of the following requirements:

         (i)      the transferee is a recognized dealer in interest rate swaps
                  reasonably acceptable to Party B, the Trustee, Standard &
                  Poor's (for so long as Standard & Poor's rates the
                  Certificates and as confirmed in writing) and Moody's (for so
                  long as Moody's rates the Certificates and as confirmed in
                  writing) organized under the laws of the United States of
                  America or a jurisdiction located in the United States of
                  America (or another jurisdiction reasonably acceptable to
                  Party B and the Trustee) and, at the time of the transfer, it
                  (or its proposed guarantor) maintains at least (A) the
                  Required Rating, and

                                       7
<PAGE>

                  (B) a long-term rating of A+ from Standard & Poor's on its
                  unsecured and unsubordinated debt, deposit or letter of credit
                  obligations, and (C) a long-term rating of "A1" from Moody's
                  on its unsecured and unsubordinated debt, deposit or letter of
                  credit obligations;

         (ii)     neither an Event of Default with respect to the transferee nor
                  a Termination Event would exist immediately after that
                  transfer; and

         (iii)    the transferee executes and delivers a written agreement
                  reasonably satisfactory to Party B in which the transferee,
                  among other things, legally and effectively accepts all the
                  rights and assumes all the obligations of Party A under this
                  Agreement.

(g)   Permitted Security Interest.  For purposes of Section 7 of this Agreement,
      Party A hereby consents to the Permitted Security Interest, subject to the
      provisions of paragraph (h) below.

      "Permitted Security Interest" means the collateral assignment by Party B
       ---------------------------
      of the Swap Collateral to the Trustee pursuant to the Pooling and
      Servicing Agreement, and the granting to the Trustee of a security
      interest in the Swap Collateral pursuant to the Pooling and Servicing
      Agreement.

      "Swap Collateral" means all right, title and interest of Party B in this
       ---------------
      Agreement, each Transaction hereunder, and all present and future amounts
      payable by Party A to Party B under or in connection with this Agreement
      or any Transaction governed by this Agreement, whether or not evidenced by
      a Confirmation, including, without limitation, any transfer or termination
      of any such Transaction.

(h)   Effect of Permitted Security Interest.

      (i)   Notwithstanding the Permitted Security Interest, Party B shall not
      be released from any of its obligations under this Agreement or any
      Transaction, and Party A may exercise its rights and remedies under this
      Agreement without notice to, or the consent of the Trustee, except as
      otherwise expressly provided in this Agreement.

      (ii)  Party A's consent to the Permitted Security Interest is expressly
      limited to the Trustee for the benefit of the holders of the Certificates
      under the Pooling and Servicing Agreement, and Party A does not consent to
      the sale or transfer by the Trustee of the Swap Collateral to or for the
      benefit of any other person or entity (other than a successor to the
      Trustee under the Pooling and Servicing Agreement acting in that
      capacity). The Trustee may realize upon the Swap Collateral by declaring
      an Additional Termination Event and designating an Early Termination Date
      by notice given to Party A pursuant to the Additional Termination Event
      provisions of this Schedule; provided, that the Trustee shall only declare
      an Additional Termination Event and designate an Early Termination Date if
      (A) such action is taken in connection with the obtaining of a Replacement
      Interest Rate Cap or a Qualified Substitute Arrangement (in each case as
      defined in the Pooling and Servicing Agreement) or a liquidation of the
      Trust Property (as defined in the Pooling and Servicing Agreement) and (B)
      the Rating Agency Condition (as defined in the Pooling and Servicing
      Agreement) shall have been satisfied.

      (iii) Party B hereby acknowledges that, as a result of the Permitted
      Security Interest, all of its rights under this Agreement, including any
      Transaction, have been assigned to the Trustee pursuant to the Pooling and
      Servicing Agreement, and notwithstanding any other provision in this
      Agreement, Party B may not take any action hereunder to exercise any of
      such rights without the prior written

                                       8
<PAGE>

      consent of the Trustee, including, without limitation, providing any
      notice under this Agreement the effect of which would be to cause an Early
      Termination Date to occur or be deemed to occur. If Party B gives any
      notice to Party A for the purposes of exercising any of Party B's rights
      under this Agreement, Party A shall have the option of treating that
      notice as void unless that notice is signed by the Trustee acknowledging
      its consent to the provisions of that notice. Nothing herein shall be
      construed as requiring the consent of the Trustee for the performance by
      Party B of any of its obligations hereunder.

(i)   Scope of Agreement.  The parties hereby agree that Transactions hereunder
      shall be limited to interest rate cap transactions sold by Party A to
      Party B.

(j)   No Bankruptcy Petition.  Notwithstanding any prior termination of the
      Pooling and Servicing Agreement or this Agreement, Party A hereby
      covenants and agrees that it shall not, prior to the date which is one
      year and one day (or, if longer, the applicable preference period then in
      effect) after the final payment of the Certificates, petition or otherwise
      invoke the process of any governmental authority for the purpose of
      commencing or sustaining a case against the Circuit City Credit Card
      Master Trust (the "Trust") under any federal or state bankruptcy,
      insolvency or similar law or appointing a receiver, liquidator, assignee,
      trustee, custodian, sequestor or other similar official of the Trust or
      any substantial part of its property or ordering the winding up or
      liquidation of the affairs of the Trust.

                                       9
<PAGE>

Accepted and agreed:

FIRST UNION NATIONAL BANK                    FIRST NORTH AMERICAN NATIONAL
                                             BANK



                                             By:  /s/ Philip J. Dunn
By:. /s/ Delene M. Travella                       Name:  Philip J. Dunn
     Name:  Delene M. Travella                    Title:  Vice President
     Title:  Vice President

                                      10
<PAGE>

(Bilateral Form)                  (ISDA Agreements Subject to New York Law Only)



                                    ISDA(R)

             International Swaps and Derivatives Association, Inc.

                             CREDIT SUPPORT ANNEX

                            to the Schedule to the

                               MASTER AGREEMENT

                         dated as of November 28, 2000

                                    between

                     FIRST UNION NATIONAL BANK ("Party A")

                                      and

                FIRST NORTH AMERICAN NATIONAL BANK ("Party B")


This Annex supplements, forms part of, and is subject to, the above-referenced
Agreement, is part of its Schedule and is a Credit Support Document under this
Agreement with respect to each party.

Accordingly, the parties agree as follows:

Paragraphs 1 - 12.  Incorporation

Paragraphs 1 through 12 inclusive of the ISDA Credit Support Annex (Bilateral
Form) (ISDA Agreements Subject to New York Law Only) published in 1994 by the
International Swaps and Derivatives Association, Inc. are incorporated herein by
reference and made a part hereof.

Paragraph 13.  Elections and Variables

(a) Security Interest for "Obligations".  The term "Obligations" as used in this
Annex includes the following additional obligations: Not applicable.

(b) Credit Support Obligations.

   (i) Delivery Amount, Return Amount and Credit Support Amount.

     (A) "Delivery Amount" has the meaning specified in Paragraph 3(a).

     (B) "Return Amount" has the meaning specified in Paragraph 3(b).

                                      11
<PAGE>

     (C) "Credit Support Amount" has the meaning specified in Paragraph 3.

     (ii) Eligible Collateral.  The following items will qualify as "Eligible
     Collateral" for the party specified:

<TABLE>
<CAPTION>
                                                              Party A                   Valuation
                                                                                        Percentage
<S>                                                           <C>                       <C>
     (A)   Cash                                               [ X ]                     100%

     (B)   negotiable debt obligations                        [ X ]                     99%
           issued by the U.S. Treasury
           Department having an original
           maturity at issuance of not
           more than one year ("Treasury
           Bills")

     (C)   negotiable debt obligations                        [ X ]                     99%
           issued by the U.S. Treasury
           Department having an original
           maturity at issuance of more
           than one year but not more than
           5 years ("Treasury Notes")

     (D)   negotiable debt obligations                        [ X ]                     98%
           issued by the U.S. Treasury
           Department having an original
           maturity at issuance of more
           than 5 years but not more than
           10 years ("Treasury Notes")

     (E)   negotiable debt obligations                        [ X ]                     97%
           issued by the U.S. Treasury
           Department having an original
           maturity at issuance of more
           than 10 years ("Treasury Bonds")

     (F)   other: Not applicable.
</TABLE>

   (iii) Other Eligible Support.  Not applicable.

   (iv) Thresholds.

     (A)   "Independent Amount" means for Party A: $0

     (B)   "Threshold" means for Party A on any date of determination: $0 if the
           short-term ratings of the unsecured and unsubordinated debt, deposit
           or letter of credit obligations of Party A are withdrawn or are
           reduced below the Required Rating by Standard & Poor's or Moody's and
           Party A fails to make a Required Transfer within 30 days of such
           withdrawal or reduction; otherwise, the Threshold for Party A shall
           be infinite.

                                      12
<PAGE>

     (C)   "Minimum Transfer Amount" means for Party A on any date of
           determination: $100,000 if the short-term ratings of the unsecured
           and unsubordinated debt, deposit or letter of credit obligations of
           Party A are withdrawn or are reduced below the Required Rating by
           Standard & Poor's or Moody's and Party A fails to make a Required
           Transfer within 30 days of such withdrawal or reduction; otherwise,
           the Minimum Transfer Amount for Party A shall be infinite.

     (D)   Rounding: The Delivery Amount and the Return Amount will be rounded
           down to the nearest integral multiple of $10,000.

(c) Valuation and Timing.

   (i) "Valuation Agent" means, for purposes of Paragraphs 3 and 5, the party
   making the demand under Paragraph 3, and, for purposes of Paragraphs 4(d) and
   6(d), the Secured Party.

   (ii) "Valuation Date" means any Local Business Day, provided that there shall
   be one Valuation Date per month on a date selected by the Valuation Agent, to
   the extent practicable, on a reasonably consistent basis. If the Exposure
   fluctuates by more than one percent of the aggregate Notional Amount of the
   Transactions hereunder, there shall be one Valuation Date per week on a date
   selected by the Valuation Agent, to the extent practicable, on a reasonably
   consistent basis.

   (iii) "Valuation Time" means the close of business in New York City on the
   Local Business Day before the Valuation Date or date of calculation, as
   applicable; provided that the calculations of Value and Exposure will be made
   as of approximately the same time on the same date.

   (iv) "Notification Time" means 11:00 a.m., New York time, on a Local Business
   Day.

(d) Conditions Precedent and Secured Party's Rights and Remedies. The following
Termination Event(s) will be a "Specified Condition" for the party specified
(that party being the Affected Party if the Termination Event occurs with
respect to that party):

                                    Party B

       Illegality                                    [ X ]

provided that if the Affected Party would be entitled to receive Eligible Credit
Support or Posted Credit Support but for that Specified Condition, then
notwithstanding Sections 6(b)(ii) and (iii) of the Agreement, the Affected Party
may designate an Early Termination Date in respect of all Affected Transactions
pursuant to Section 6(b)(iv) as the result of any such Termination Event(s)
regardless of whether the condition set forth in Section 6(b)(iv)(1) has been
satisfied.

(e)  Substitution.

   (i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii).

   (ii) Consent.  The Pledgor (choose one) [_] must obtain [X] is not required
to obtain the Secured Party's consent for any substitution pursuant to Paragraph
4(d).

(f)  Dispute Resolution.

                                      13
<PAGE>

   (i) "Resolution Time" means 1:00 p.m., New York time, on the Local Business
   Day following the date on which the notice is given that gives rise to a
   dispute under Paragraph 5.

   (ii) Value.  For the purpose of Paragraphs 5(i)(C) and 5(ii), the Value of
   Posted Credit Support other than Cash will be calculated based on the mid-
   point between the bid and offered purchase rates or prices for that Posted
   Credit Support as reported on the Bloomberg electronic service as of the
   Resolution Time, of if unavailable, as quoted to the Valuation Agent as of
   the Resolution Time by a dealer in that Posted Credit Support of recognized
   standing selected in good faith by the Valuation Agent, which calculation
   shall include any unpaid interest on that Posted Credit Support.

   (iii) Alternative.  The provisions of Paragraph 5 will apply.

(g)  Holding and Using Posted Collateral.

     (i) Eligibility to Hold Posted Collateral; Custodians.  The Custodian for
     Party B will be entitled to hold Posted Collateral pursuant to Paragraph
     6(b); provided that the following conditions applicable to it are
     satisfied:

     (A) Posted Collateral may be held only in the following jurisdictions:
     United States of America.

     (B) The Custodian maintains a Credit Rating of at least BBB+ from S&P and
     Baa1 from Moody's.

     (C) The Custodian is a bank or trust company having total assets in excess
     of $10 billion.

     The Custodian for Party B is: the Trustee.

   (ii) Use of Posted Collateral.  The provisions of Paragraph 6(c) will not
   apply to Party B.

(h)  Interest Amount.

   (i) Interest Rate.  The "Interest Rate" for any day will be the Federal Funds
   (Effective) rate published in N.Y. Federal Reserve Statistical Release
   H.15(519) for that day (or if that day is not a New York Business Day, then
   for the next preceding New York Business Day).

   (ii) Transfer of Interest Amount.  The Transfer of the Interest Amount will
   be made on the last local Business Day of each calendar month and on any
   Local Business Day that Posted Collateral in the form of Cash is Transferred
   to the Pledgor pursuant to Paragraph 3(b).

   (iii) Alternative to Interest Amount.  The provisions of Paragraph 6(d)(ii)
   will apply.

(i)  Additional Representation(s). Not applicable.

(j)  Other Eligible Support and Other Posted Support. Not applicable.

(k)  Demands and Notices.  All demands, specifications and notices under this
Annex will be made pursuant to the Notices Section of this Agreement.

                                      14
<PAGE>

(l)  Addresses for Transfers.

     Party A: For each Transfer to Party A, instructions will be provided by
Party A for that specific Transfer.

     Party B: For each Transfer to Party B, instructions will be provided by
Party B for that specific Transfer.

(m)  Other Provisions.

     (i) For purposes of this Annex, all references to "Secured Party" will be
to Party B and all references to "Pledgor" will be to Party A.

      (ii)  "Exposure" means for any Valuation Date or or other date for which
Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the
greater of (x) the amount, if any, that would be payable to a party that is the
Secured Party by the other party (expressed as a positive number) or by a party
that is the Secured Party to the other party (expressed as a negative number)
pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or
Swap Transactions) were being terminated as of the relevant Valuation Time; (y)
the aggregate of the next succeeding amounts payable by the Pledgor in its
capacity as a party to each Transaction under the Agreement and (z) one percent
of the aggregate of the outstanding principal amount of the Certificates
(determined on such Valuation Date).

                                      15
<PAGE>

IN WITNESS WHEREOF the parties have executed this Credit Support Annex as of the
date hereof.

FIRST UNION NATIONAL BANK

By:  /s/ Delene M. Travella
Name:  Delene M. Travella
Title:  Vice President



FIRST NORTH AMERICAN NATIONAL BANK



By:  /s/ Philip J. Dunn
Name:  Philip J. Dunn
Title:  Vice President

                                      16
<PAGE>

[FIRST UNION NATIONAL BANK LETTERHEAD]


Rate Cap
Transaction Confirmation

Date:
November 29, 2000

To:
Attn: Merle Worsham
FIRST NORTH AMERICAN NATIONAL BANK ("Counterparty")
225 Chastain Meadows Court
Kennesaw, GA 30144

Fax: (770) 423-7900

From:
FIRST UNION NATIONAL BANK ("First Union")

Subject:
Rate Cap

Ref. No.
150497/222808

Dear Mr. Worsham:

     The purpose of this letter agreement is to set forth the terms and
conditions of the Rate Cap Transaction entered into between Counterparty and
First Union on the Trade Date specified below (the "Transaction"). This letter
agreement constitutes a "Confirmation" as referred to in the Master Agreement
specified below.

     1.   The definitions and provisions contained in the 1991 ISDA Definitions,
as amended and supplemented by the 1998 Supplement to the 1991 ISDA Definitions,
published by the International Swaps and Derivatives Association, Inc.
(together, the "ISDA Definitions") which are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and
provisions and this Confirmation, this Confirmation will govern.

     If you and we are parties to a Master Agreement that sets forth the general
terms and conditions applicable to Swap Transactions between us (a "Swap
Agreement"), this Confirmation supplements, forms a part of, and is subject to,
such Swap Agreement. If you and we are not yet parties to a Swap Agreement, this
Confirmation will supplement, form a part of, and be subject to, a Swap
Agreement upon its execution by you and us. All provisions contained or
incorporated by reference in such Swap Agreement shall govern this Confirmation
except as expressly modified below. In addition, if a Swap Agreement has not
been executed, this Confirmation will itself evidence a complete binding
agreement between you and us as to the terms and conditions of the Rate Cap
Transaction to which this Confirmation relates.

     Each party is hereby advised, and each such party acknowledges, that the
other party has engaged in ( or refrained from engaging in) substantial
<PAGE>

financial transactions and has taken other material actions in reliance upon the
parties' entry into the Rate Cap Transaction to which this Confirmation relates
on the terms and conditions set forth below.

     Each party will make each payment specified in this Confirmation as being
payable by it, not later than the due date for value on that date in the place
of the account specified below, in freely transferable funds and in the manner
customary for payments in the required currency. If on any date amounts would
otherwise be payable in the same currency by each party to the other, then, on
such date, each party's obligation to make payment of any such amount will be
automatically satisfied and discharged and, if the aggregate amount that would
otherwise have been payable by one party exceeds the aggregate amount that would
otherwise have been payable by the other party, replaced by an obligation upon
the party by whom the larger aggregate amount would have been payable to pay to
the other party the excess of the larger aggregate amount over the smaller
aggregate amount.

     This Confirmation will be governed by and construed in accordance with the
laws of the State of New York, without reference to choice of law doctrine,
provided that this provision will be superseded by any choice of law provisions
contained in the Swap Agreement.

2.   The terms of the particular Rate Cap Transaction to which this Confirmation
relates are as follows:

Transaction Type: Rate Cap

Currency for Payments:
U.S. Dollars

Notional Amount:  See Attachment I

Trade Date: November 29, 2000

Effective Date: November 29, 2000

Termination Date: May 15, 2007, subject to adjustment in accordance with the
Modified Following Business Day Convention.

Fixed Amounts:

Fixed Rate Payer: Counterparty

Fixed Rate Payer
Payment Date:

November 29, 2000

Fixed Amount: $2,710,000.00

Floating Amounts:

Floating Rate Payer: First Union

Cap Rate: 7.50%
<PAGE>

Floating Rate Payer
Payment Dates:

Monthly on the 15th day of each month, starting January 15, 2001, through and
including the Termination Date, subject to the Modified Following Business Day
Convention.

Floating Rate for Initial
Calculation Period:

To be determined two London Business Days prior to the Effective Date

Floating Rate Option:  USD-LIBOR-BBA

Designated Maturity:  1 Month

Floating Rate Day
Count Fraction:

Actual/360

Reset Dates:
The first day of each Calculation Period

Compounding:   Inapplicable

Relevant Rate:
For any day, a per annum rate, expressed as a decimal, equal to the rate
determined with respect to that day for the specified Floating Rate Option as
provided in Article 7 of the ISDA Definitions plus 0.23%

Calculation Agent:  First Union

Business Days: New York and London

Business Day Convention:  Modified Following

Governing Law:  State of New York

Payments to First Union:
First Union Charlotte
Capital Markets
Attention: Derivatives Desk
Fed. ABA No. 053000219
Acct.: 04659360000127
Ref. No.:150497/222808

Payments to Counterparty:  Bankers Trust, New York
                  ABA No.: 021001033
                  Circuit City Credit Card Master Trust
                  Account No.: 01419647
                  Attn:  Corporate Trust, Pei Huang

First Union Contacts:  Settlements and/or Rate Resets:
Tel: (704) 715-1875
Fax: (704) 383-9139
<PAGE>

Documentation and/or Collateral:
Tel: (704) 715-1960
Fax: (704) 383-9139

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation enclosed for that purpose and
returning it to us.

Very truly yours,


FIRST UNION NATIONAL BANK

By: /s/ Ryan S. Hale
Name: Ryan S. Hale
Title: Assistant Vice President

By: /s/ Consuelo A. Stavish
Name: Consuelo A. Stavish
Title: Assistant Vice President

Accepted and confirmed as of the date first above written:

FIRST NORTH AMERICAN NATIONAL BANK

By: /s/ Philip J. Dunn
Name: Philip J. Dunn
Title: Vice President
<PAGE>

            Attachment I - Amortization Schedule for 150497/222808

<TABLE>
<CAPTION>
           Date                  Notional Outstanding                Notional Reduction
           ----                  --------------------                ------------------
<S>                              <C>                                 <C>
29  Nov 00                             200,750,000.00                              0.00
16  Jan 01                             200,750,000.00                              0.00
15  Feb 01                             200,750,000.00                              0.00
15  Mar 01                             200,750,000.00                              0.00
17  Apr 01                             200,750,000.00                              0.00
15  May 01                             200,750,000.00                              0.00
15  Jun 01                             200,750,000.00                              0.00
16  Jul 01                             200,750,000.00                              0.00
15  Aug 01                             200,750,000.00                              0.00
17  Sep 01                             200,750,000.00                              0.00
15  Oct 01                             200,750,000.00                              0.00
15  Nov 01                             200,750,000.00                              0.00
17  Dec 01                             200,750,000.00                              0.00
15  Jan 02                             200,750,000.00                              0.00
15  Feb 02                             200,750,000.00                              0.00
15  Mar 02                             200,750,000.00                              0.00
15  Apr 02                             200,750,000.00                              0.00
15  May 02                             200,750,000.00                              0.00
17  Jun 02                             200,750,000.00                              0.00
15  Jul 02                             200,750,000.00                              0.00
15  Aug 02                             200,750,000.00                              0.00
16  Sep 02                             200,750,000.00                              0.00
15  Oct 02                             200,750,000.00                              0.00
15  Nov 02                             200,750,000.00                              0.00
16  Dec 02                             200,750,000.00                              0.00
15  Jan 03                             200,750,000.00                              0.00
19  Feb 03                             200,750,000.00                              0.00
17  Mar 03                             200,750,000.00                              0.00
15  Apr 03                             200,750,000.00                              0.00
15  May 03                             200,750,000.00                              0.00
16  Jun 03                             200,750,000.00                              0.00
15  Jul 03                             200,750,000.00                              0.00
15  Aug 03                             200,750,000.00                              0.00
15  Sep 03                             200,750,000.00                              0.00
15  Oct 03                             200,750,000.00                              0.00
17  Nov 03                             196,081,395.35                      4,668,604.65
15  Dec 03                             191,412,790.70                      4,668,604.65
15  Jan 04                             186,744,186.05                      4,668,604.65
17  Feb 04                             182,075,581.40                      4,668,604.65
15  Mar 04                             177,406,976.74                      4,668,604.66
15  Apr 04                             172,738,372.09                      4,668,604.65
17  May 04                             168,069,767.44                      4,668,604.65
15  Jun 04                             163,401,162.79                      4,668,604.65
15  Jul 04                             158,732,558.14                      4,668,604.65
16  Aug 04                             154,063,953.49                      4,668,604.65
15  Sep 04                             149,395,348.84                      4,668,604.65
15  Oct 04                             144,726,744.19                      4,668,604.65
15  Nov 04                             140,058,139.53                      4,668,604.66
15  Dec 04                             135,389,534.88                      4,668,604.65
18  Jan 05                             130,720,930.23                      4,668,604.65
15  Feb 05                             126,052,325.58                      4,668,604.65
15  Mar 05                             121,383,720.93                      4,668,604.65
15  Apr 05                             116,715,116.28                      4,668,604.65
</TABLE>
<PAGE>

<TABLE>
<S>                           <C>                            <C>
16  May 05                    112,046,511.63                 4,668,604.65
15  Jun 05                    107,377,906.98                 4,668,604.65
15  Jul 05                    102,709,302.33                 4,668,604.65
15  Aug 05                     98,040,697.67                 4,668,604.65
15  Sep 05                     93,372,093.02                 4,668,604.65
17  Oct 05                     88,703,488.37                 4,668,604.65
15  Nov 05                     84,034,883.72                 4,668,604.65
15  Dec 05                     79,366,279.07                 4,668,604.65
17  Jan 06                     74,697,674.42                 4,668,604.65
15  Feb 06                     70,029,069.77                 4,668,604.65
15  Mar 06                     65,360,465.12                 4,668,604.65
18  Apr 06                     60,691,860.47                 4,668,604.65
15  May 06                     56,023,255.81                 4,668,604.66
15  Jun 06                     51,354,651.16                 4,668,604.65
17  Jul 06                     46,686,046.51                 4,668,604.65
15  Aug 06                     42,017,441.86                 4,668,604.65
15  Sep 06                     37,348,837.21                 4,668,604.65
16  Oct 06                     32,680,232.56                 4,668,604.65
15  Nov 06                     28,011,627.91                 4,668,604.65
15  Dec 06                     23,343,023.26                 4,668,604.65
16  Jan 07                     18,674,418.60                 4,668,604.66
15  Feb 07                     14,005,813.95                 4,668,604.65
15  Mar 07                      9,337,209.30                 4,668,604.65
16  Apr 07                      4,668,604.65                 4,668,604.65
15  May 07                              0.00                 4,668,604.65
</TABLE>
<PAGE>

[FIRST UNION NATIONAL BANK LETTERHEAD]


Rate Cap
Transaction Confirmation

Date:
November 29, 2000

To:
Attn: Merle Worsham
FIRST NORTH AMERICAN NATIONAL BANK ("Counterparty")
225 Chastain Meadows Court
Kennesaw, GA  30144

Fax: (770) 423-7900

From:
FIRST UNION NATIONAL BANK ("First Union")

Subject:
Rate Cap

Ref. No.
150497/222809

Dear Mr. Worsham:

         The purpose of this letter agreement is to set forth the terms and
conditions of the Rate Cap Transaction entered into between Counterparty and
First Union on the Trade Date specified below (the "Transaction"). This letter
agreement constitutes a "Confirmation" as referred to in the Master Agreement
specified below.

         1.    The definitions and provisions contained in the 1991 ISDA
Definitions, as amended and supplemented by the 1998 Supplement to the 1991 ISDA
Definitions, published by the International Swaps and Derivatives Association,
Inc. (together, the "ISDA Definitions") which are incorporated into this
Confirmation. In the event of any inconsistency between those definitions and
provisions and this Confirmation, this Confirmation will govern.

         If you and we are parties to a Master Agreement that sets forth the
general terms and conditions applicable to Swap Transactions between us (a "Swap
Agreement"), this Confirmation supplements, forms a part of, and is subject to,
such Swap Agreement. If you and we are not yet parties to a Swap Agreement, this
Confirmation will supplement, form a part of, and be subject to, a Swap
Agreement upon its execution by you and us. All provisions contained or
incorporated by reference in such Swap Agreement shall govern this Confirmation
except as expressly modified below. In addition, if a Swap Agreement has not
been executed, this Confirmation will itself evidence a complete binding
agreement between you and us as to the terms and conditions of the Rate Cap
Transaction to which this Confirmation relates.

         Each party is hereby advised, and each such party acknowledges, that
the other party has engaged in ( or refrained from engaging in) substantial
<PAGE>

financial transactions and has taken other material actions in reliance upon the
parties' entry into the Rate Cap Transaction to which this Confirmation relates
on the terms and conditions set forth below.

         Each party will make each payment specified in this Confirmation as
being payable by it, not later than the due date for value on that date in the
place of the account specified below, in freely transferable funds and in the
manner customary for payments in the required currency. If on any date amounts
would otherwise be payable in the same currency by each party to the other,
then, on such date, each party's obligation to make payment of any such amount
will be automatically satisfied and discharged and, if the aggregate amount that
would otherwise have been payable by one party exceeds the aggregate amount that
would otherwise have been payable by the other party, replaced by an obligation
upon the party by whom the larger aggregate amount would have been payable to
pay to the other party the excess of the larger aggregate amount over the
smaller aggregate amount.

         This Confirmation will be governed by and construed in accordance with
the laws of the State of New York, without reference to choice of law doctrine,
provided that this provision will be superseded by any choice of law provisions
contained in the Swap Agreement.

2.       The terms of the particular Rate Cap Transaction to which this
Confirmation relates are as follows:

Transaction Type: Rate Cap

Currency for Payments:
U.S. Dollars

Notional Amount:  See Attachment I

Trade Date: November 29, 2000

Effective Date:   November 29, 2000

Termination Date: November 15, 2007, subject to adjustment in accordance with
the Modified Following Business Day Convention.

Fixed Amounts:

Fixed Rate Payer: Counterparty

Fixed Rate Payer
Payment Date:

November 29, 2000

Fixed Amount:     $1,100,000.00


Floating Amounts:

Floating Rate Payer:       First Union

Cap Rate:   7.50%
<PAGE>

Floating Rate Payer
Payment Dates:

Monthly on the 15th day of each month, starting January 15, 2001, through and
including the Termination Date, subject to the Modified Following Business Day
Convention.

Floating Rate for Initial
Calculation Period:

To be determined two London Business Days prior to the Effective Date

Floating Rate Option:      USD-LIBOR-BBA

Designated Maturity:       1 Month

Floating Rate Day
Count Fraction:

Actual/360

Reset Dates:
The first day of each Calculation Period

Compounding:      Inapplicable

Relevant Rate:
For any day, a per annum rate, expressed as a decimal, equal to the rate
determined with respect to that day for the specified Floating Rate Option as
provided in Article 7 of the ISDA Definitions plus 0.85%

Calculation Agent:         First Union

Business Days:    New York and London

Business Day Convention:   Modified Following

Governing Law:    State of New York

Payments to First Union:
First Union Charlotte
Capital Markets
Attention: Derivatives Desk
Fed. ABA No.  053000219
Acct.: 04659360000127
Ref. No.:150497/222809

Payments to Counterparty:  Bankers Trust, New York
                  ABA No.: 021001033
                  Circuit City Credit Card Master Trust
                  Account No.: 01419647
                  Attn: Corporate Trust, Pei Huang

First Union Contacts:   Settlements and/or Rate Resets:
Tel: (704) 715-1875
Fax: (704) 383-9139
<PAGE>

Documentation and/or Collateral:
Tel: (704) 715-1960
Fax: (704) 383-9139

Please confirm that the foregoing correctly sets forth the terms of our
agreement by executing a copy of this Confirmation enclosed for that purpose and
returning it to us.

Very truly yours,


FIRST UNION NATIONAL BANK

By: /s/ Ryan S. Hale
Name:  Ryan S. Hale
Title:  Assistant Vice President

By: /s/ Consuelo A. Stavish
Name:  Consuelo A. Stavish
Title:  Assistant Vice President

Accepted and confirmed as of
the date first above written:

FIRST NORTH AMERICAN NATIONAL BANK

By: /s/ Philip J. Dunn
Name:  Philip J. Dunn
Title:  Vice President
<PAGE>

            Attachment I - Amortization Schedule for 150497/222809
         (Dates subject to Modified Following Business Day Convention)


           Date          Notional Outstanding           Notional Reduction
           ----          --------------------           ------------------
29 Nov 00              31,625,000.00                 0.00
16 Jan 01              31,625,000.00                 0.00
15 Feb 01              31,625,000.00                 0.00
15 Mar 01              31,625,000.00                 0.00
17 Apr 01              31,625,000.00                 0.00
15 May 01              31,625,000.00                 0.00
15 Jun 01              31,625,000.00                 0.00
16 Jul 01              31,625,000.00                 0.00
15 Aug 01              31,625,000.00                 0.00
17 Sep 01              31,625,000.00                 0.00
15 Oct 01              31,625,000.00                 0.00
15 Nov 01              31,625,000.00                 0.00
17 Dec 01              31,625,000.00                 0.00
15 Jan 02              31,625,000.00                 0.00
15 Feb 02              31,625,000.00                 0.00
15 Mar 02              31,625,000.00                 0.00
15 Apr 02              31,625,000.00                 0.00
15 May 02              31,625,000.00                 0.00
17 Jun 02              31,625,000.00                 0.00
15 Jul 02              31,625,000.00                 0.00
15 Aug 02              31,625,000.00                 0.00
16 Sep 02              31,625,000.00                 0.00
15 Oct 02              31,625,000.00                 0.00
15 Nov 02              31,625,000.00                 0.00
16 Dec 02              31,625,000.00                 0.00
15 Jan 03              31,625,000.00                 0.00
18 Feb 03              31,625,000.00                 0.00
17 Mar 03              31,625,000.00                 0.00
15 Apr 03              31,625,000.00                 0.00
15 May 03              31,625,000.00                 0.00
16 Jun 03              31,625,000.00                 0.00
15 Jul 03              31,625,000.00                 0.00
15 Aug 03              31,625,000.00                 0.00
15 Sep 03              31,625,000.00                 0.00
15 Oct 03              31,625,000.00                 0.00
17 Nov 03              31,625,000.00                 0.00
15 Dec 03              31,625,000.00                 0.00
15 Jan 04              31,625,000.00                 0.00
17 Feb 04              31,625,000.00                 0.00
15 Mar 04              31,625,000.00                 0.00
15 Apr 04              31,625,000.00                 0.00
17 May 04              31,625,000.00                 0.00
15 Jun 04              31,625,000.00                 0.00
15 Jul 04              31,625,000.00                 0.00
16 Aug 04              31,625,000.00                 0.00
15 Sep 04              31,625,000.00                 0.00
15 Oct 04              31,625,000.00                 0.00
15 Nov 04              31,625,000.00                 0.00
15 Dec 04              31,625,000.00                 0.00
18 Jan 05              31,625,000.00                 0.00
15 Feb 05              31,625,000.00                 0.00
15 Mar 05              31,625,000.00                 0.00
<PAGE>

15 Apr 05              31,625,000.00                 0.00
16 May 05              31,625,000.00                 0.00
15 Jun 05              31,625,000.00                 0.00
15 Jul 05              31,625,000.00                 0.00
15 Aug 05              31,625,000.00                 0.00
15 Sep 05              31,625,000.00                 0.00
17 Oct 05              31,625,000.00                 0.00
15 Nov 05              31,625,000.00                 0.00
15 Dec 05              31,625,000.00                 0.00
17 Jan 06              31,625,000.00                 0.00
15 Feb 06              31,625,000.00                 0.00
15 Mar 06              31,625,000.00                 0.00
18 Apr 06              31,625,000.00                 0.00
15 May 06              31,625,000.00                 0.00
15 Jun 06              31,625,000.00                 0.00
17 Jul 06              31,625,000.00                 0.00
15 Aug 06              31,625,000.00                 0.00
15 Sep 06              31,625,000.00                 0.00
16 Oct 06              31,625,000.00                 0.00
15 Nov 06              31,625,000.00                 0.00
15 Dec 06              31,625,000.00                 0.00
16 Jan 07              31,625,000.00                 0.00
15 Feb 07              31,625,000.00                 0.00
15 Mar 07              31,625,000.00                 0.00
16 Apr 07              31,625,000.00                 0.00
15 May 07              27,107,142.86                 4,517,857.14
15 Jun 07              22,589,285.71                 4,517,857.15
16 Jul 07              18,071,428.57                 4,517,857.14
15 Aug 07              13,553,571.43                 4,517,857.14
17 Sep 07              9,035,714.29                  4,517,857.14
15 Oct 07              4,517,857.14                  4,517,857.15
15 Nov 07              0.00                          4,517,857.14