<PAGE>
                                                                    Exhibit 10-m

================================================================================


                 AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT

                         DATED AS OF SEPTEMBER 27, 2001

                                      AMONG

                      ARVINMERITOR RECEIVABLES CORPORATION,
                                 AS THE SELLER,

                               ARVINMERITOR, INC.,
                        AS THE INITIAL COLLECTION AGENT,

                               ABN AMRO BANK N.V.,
                     AS THE AGENT AND AS A PURCHASER AGENT,

                     BAYERISCHE LANDESBANK, NEW YORK BRANCH,
                              AS A PURCHASER AGENT

                                CREDIT LYONNAIS,
                       ACTING THROUGH ITS NEW YORK BRANCH,
                              AS A PURCHASER AGENT

                           THE OTHER PURCHASER AGENTS
                            FROM TIME TO TIME HERETO,

                        THE RELATED COMMITTED PURCHASERS
                         FROM TIME TO TIME PARTY HERETO,

                         AMSTERDAM FUNDING CORPORATION,
                             AS A CONDUIT PURCHASER,

                       GIRO BALANCED FUNDING CORPORATION,
                             AS A CONDUIT PURCHASER,

                      ATLANTIC ASSET SECURITIZATION CORP.,
                             AS A CONDUIT PURCHASER,

                                       AND

                          THE OTHER CONDUIT PURCHASERS
                         FROM TIME TO TIME PARTY HERETO



================================================================================


<PAGE>



                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          PAGE
<S>                                                                                        <C>
ARTICLE I             PURCHASES FROM SELLER AND SETTLEMENTS..................................1

      Section 1.1.    Sales..................................................................1
      Section 1.2.    Interim Liquidations...................................................4
      Section 1.3.    Selection of Discount Rates and Tranche Periods........................4
      Section 1.4.    Fees and Other Costs and Expenses......................................4
      Section 1.5.    Maintenance of Sold Interest; Deemed Collection........................4
      Section 1.6.    Reduction in Commitments...............................................5
      Section 1.7.    Repurchases............................................................5
      Section 1.8.    Security Interest......................................................5

ARTICLE II            SALES TO AND FROM CONDUIT PURCHASERS; ALLOCATIONS......................6

      Section 2.1.    Required Purchases from a Conduit Purchaser............................6
      Section 2.2.    Purchases by a Conduit Purchaser.......................................7
      Section 2.3.    Allocations and Distributions..........................................7

ARTICLE III           ADMINISTRATION AND COLLECTIONS.........................................8

      Section 3.1.    Appointment of Collection Agent........................................8
      Section 3.2.    Duties of Collection Agent.............................................9
      Section 3.3.    Reports...............................................................10
      Section 3.4.    Lock-Box Arrangements.................................................10
      Section 3.5.    Enforcement Rights....................................................10
      Section 3.6.    Collection Agent Fee..................................................11
      Section 3.7.    Responsibilities of the Seller........................................11
      Section 3.8.    Actions by Seller.....................................................11
      Section 3.9.    Indemnities by the Collection Agent...................................12

ARTICLE IV            REPRESENTATIONS AND WARRANTIES........................................13

      Section 4.1.    Representations and Warranties of the Seller..........................13
      Section 4.2.    Representations and Warrants of the Initial Collection Agent..........15

ARTICLE V             COVENANTS.............................................................17

      Section 5.1.    Covenants of the Seller...............................................17
      Section 5.2.    Covenants of the Initial Collection Agent.............................22

ARTICLE VI            INDEMNIFICATION.......................................................25

      Section 6.1.    Indemnities by the Seller.............................................25
      Section 6.2.    Increased Cost and Reduced Return.....................................26
      Section 6.3.    Other Costs and Expenses..............................................27
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                       <C>
      Section 6.4.    Withholding Taxes.....................................................28
      Section 6.5.    Payments and Allocations..............................................28

ARTICLE VII           CONDITIONS PRECEDENT..................................................28

      Section 7.1.    Conditions to Closing.................................................28
      Section 7.2.    Conditions to Each Purchase...........................................29

ARTICLE VIII          THE AGENT.............................................................30

      Section 8.1.    Appointment and Authorization.........................................30
      Section 8.2.    Delegation of Duties..................................................31
      Section 8.3.    Exculpatory Provisions................................................31
      Section 8.4.    Reliance by Agent and Purchaser Agents................................31
      Section 8.5.    Assumed Payments......................................................32
      Section 8.6.    Notice of Termination Events..........................................32
      Section 8.7.    Non-Reliance on Agent and Other Purchasers............................32
      Section 8.8.    Agent, Purchaser Agents and Affiliates................................33
      Section 8.9.    Indemnification.......................................................33
      Section 8.10.   Successor Agent.......................................................33

ARTICLE IX            MISCELLANEOUS.........................................................34

      Section 9.1.    Termination...........................................................34
      Section 9.2.    Notices...............................................................34
      Section 9.3.    Payments and Computations.............................................34
      Section 9.4.    Sharing of Recoveries.................................................35
      Section 9.5.    Right of Setoff.......................................................35
      Section 9.6.    Amendments............................................................35
      Section 9.7.    Waivers...............................................................36
      Section 9.8.    Successors and Assigns; Participations; Assignments...................36
      Section 9.9.    Waiver of Confidentiality.............................................38
      Section 9.10.   Confidentiality of Agreement..........................................38
      Section 9.11.   Agreement Not to Petition.............................................39
      Section 9.12.   Excess Funds..........................................................39
      Section 9.13.   No Recourse...........................................................40
      Section 9.14.   Headings; Counterparts................................................40
      Section 9.15.   Cumulative Rights and Severability....................................40
      Section 9.16.   Governing Law; Submission to Jurisdiction.............................40
      Section 9.17.   Waiver of Trial by Jury...............................................40
      Section 9.18.   Intended Tax Characterization.........................................40
      Section 9.19.   Entire Agreement......................................................40
      Section 9.20.   Extensions of Scheduled Termination Date..............................41
</TABLE>


                                      -ii-
<PAGE>



<TABLE>
<S>             <C>
SCHEDULES         DESCRIPTION

Schedule I        Definitions
Schedule II       Purchasers

EXHIBITS         DESCRIPTION

Exhibit A         Form of Incremental Purchase Request
Exhibit B         Form of Periodic Report
Exhibit C         Addresses and Names of Seller and Originators
Exhibit D         Lock-Boxes and Lock-Box Banks
Exhibit E         Form of Lock-Box Letter
Exhibit F         Form of Compliance Certificate
Exhibit G         Credit and Collection Policy
</TABLE>


                                     -iii-
<PAGE>


                 AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT



        THIS AMENDED AND RESTATED RECEIVABLES SALE AGREEMENT, dated as of
September 27, 2001, among ArvinMeritor Receivables Corporation, a Delaware
corporation (the "Seller"), ArvinMeritor, Inc., an Indiana corporation (the
"Initial Collection Agent," and, together with any successor thereto, the
"Collection Agent"), the Related Committed Purchasers party hereto (the "Related
Committed Purchasers"), Amsterdam Funding Corporation, a Delaware corporation
("Amsterdam"), Giro Balanced Funding Corporation ("GBFC"), Atlantic Asset
Securitization Corp. ("Atlantic"), the other Conduit Purchasers from time to
time party hereto, ABN AMRO Bank N.V., as agent for the Purchasers (the "Agent")
and as a Purchaser Agent, Bayerische Landesbank, New York Branch ("BLB"), as a
Purchaser Agent, Credit Lyonnais ("CL"), acting through its New York Branch, as
a Purchaser Agent, and the other Purchaser Agents from time to time to the party
hereto. Certain capitalized terms used herein, and certain rules of
construction, are defined in Schedule I.


                              PRELIMINARY STATEMENT

        The Seller, Initial Collection Agent, Agent, Amsterdam, ABN AMRO as the
enhancer, and certain liquidity providers are parties to a Receivables Sale
Agreement, dated as of March 30, 2001 (the "Original Agreement"); and

        Subject to and upon the terms and conditions set forth herein, the
parties desire to amend and restate the Original Agreement in the form of this
Agreement;

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


                                    ARTICLE I


                      PURCHASES FROM SELLER AND SETTLEMENTS

     Section 1.1. Sales. (a) The Sold Interest. Subject to the terms and
conditions hereof, the Seller may, from time to time before the Termination
Date, sell to the Conduit Purchasers or, only if a Conduit Purchaser declines to
make the applicable purchase, ratably to the Related Committed Purchasers for
such Conduit Purchaser, an undivided percentage ownership interest in the
Receivables, the Related Security and all related Collections. Any such purchase
(a "Purchase") shall be made by each relevant Purchaser remitting funds to the
Seller, through the Agent, pursuant to Section 1.1(c) or by the Collection Agent
remitting Collections to the Seller pursuant to Section 1.1(d). The aggregate
percentage ownership interest so acquired by a Purchaser in the Receivables, the
Related Security and related Collections (its "Purchase Interest") shall equal
at any time the sum of the following percentages:

<PAGE>


                                    I         +          PRP
                                ---------
                                   ER
where:

        I   =  the outstanding Investment of such Purchaser at such time;

        ER  =  the Eligible Receivables Balance at such time; and

        PRP =  the Purchaser Reserve Percentage at such time.

Except during a Liquidation Period for a Purchaser, such Purchaser's Purchase
Interest will change whenever its Investment, its Purchaser Reserve Percentage
or the Eligible Receivables Balance changes. During a Liquidation Period for a
Purchaser its Purchase Interest shall remain constant at the percentage in
effect as of the day immediately preceding the commencement of the relevant
Liquidation Period, except for redeterminations to reflect Investment acquired
from or transferred to another Purchaser under the Transfer Agreement. The sum
of all Purchasers' Purchase Interests at any time is referred to herein as the
"Sold Interest," which at any time is the aggregate percentage ownership
interest then held by the Purchasers in the Receivables, the Related Security
and Collections.

       (b) Conduit Purchasers' Purchase Option and Committed Purchasers'
Commitments. Subject to Section 1.1(d) concerning Reinvestment Purchases, at no
time will a Conduit Purchaser have any obligation to make a Purchase. Each
Committed Purchaser severally hereby agrees, subject to Section 7.2 and the
other terms and conditions hereof, (including, in the case of an Incremental
Purchase (as defined below), that the related Conduit Purchaser has refused to
make a requested Purchase), to make Purchases before the Termination Date, based
on the applicable Purchaser Group's Ratable Share of each Purchase (and, in the
case of each Committed Purchaser, its Commitment Percentage of its Purchaser
Group's Ratable Share of such Purchase), to the extent its Investment would not
thereby exceed its Commitment and the Matured Aggregate Investment would not
thereby exceed the Aggregate Commitments. Each Purchaser's first Purchase and
each additional Purchase by such Purchaser not made from Collections pursuant to
Section 1.1(d) is referred to herein as an "Incremental Purchase." Each Purchase
made by a Purchaser with the proceeds of Collections in which it has a Purchase
Interest, which does not increase the outstanding Investment of such Purchaser,
is referred to herein as a "Reinvestment Purchase." All Purchases hereunder
shall be made ratably by each Purchaser Group in accordance with the Commitment
of such Purchaser Group.

       (c) Incremental Purchases. In order to request an Incremental Purchase
from a Purchaser, the Seller must provide to the Agent and each Purchaser Agent
an irrevocable written request (including by telecopier or other facsimile
communication) substantially in the form of Exhibit A, by (i) 10:00 a.m.
(Chicago time) three Business Days before the requested date (the "Purchase
Date") of such Purchase, in the case of each Purchase by a Conduit Purchaser and
in the case of each Purchase by the Committed Purchasers that is to accrue
Discount at the Eurodollar Rate and (ii) 10:00 a.m. (Chicago time) one Business
Day before the requested Purchase Date in the case of each Purchase by the
Committed Purchasers that is to accrue Discount at the Prime Rate. Each such
notice shall specify the requested Purchase Date (which


                                      -2-
<PAGE>

must be a Business Day) and the requested amount (the "Purchase Amount") of such
Purchase, which must be in a minimum amount of $1,000,000 and multiples thereof
(or, if less, an amount equal to the Maximum Incremental Purchase Amount). All
Incremental Purchases must be requested ratably from all Conduit Purchasers
unless upon such request, a Conduit Purchaser, in its sole discretion,
determines not to make its Ratable Share of the requested Purchase (which
determination shall be made within one Business Day after the Seller's request
for an Incremental Purchase), in which case the Seller may request such Ratable
Share of the Incremental Purchase be made by the Related Committed Purchasers of
such Conduit Purchaser on the originally requested Purchase Date. Each Purchaser
Agent shall promptly notify the related Purchasers from which a Purchase is
requested of the contents of such request. If a Ratable Share of an Incremental
Purchase is requested from a Conduit Purchaser and such Conduit Purchaser
determines, in its sole discretion, to make the requested Purchase, such Conduit
Purchaser shall transfer to the Agent's Account its Ratable Share of such
Incremental Purchase by no later than 12:00 noon (Chicago time) on the Purchase
Date. If a Ratable Share of an Incremental Purchase is requested from the
Committed Purchasers for a Purchaser Group, subject to Section 7.2 and the other
terms and conditions hereof, each Committed Purchaser for a Purchaser Group
shall transfer the applicable Purchaser Group's Ratable Share of the requested
Purchase Amount (and, in the case of each Committed Purchaser, its Commitment
Percentage of its Purchaser Group's Ratable Share of such Purchase) into the
Agent's Account by no later than 12:00 noon (Chicago time) on the Purchase Date.
The Agent shall transfer to the Seller Account the proceeds of any Incremental
Purchase delivered into the Agent's Account.

       (d) Reinvestment Purchases. Unless a Conduit Purchaser has provided to
the Agent, its Purchaser Agent, the Seller, and the Collection Agent a notice
(which notice has not been revoked) that it no longer wishes to make
Reinvestment Purchases (in which case such Conduit Purchaser's Reinvestment
Purchases, but not those of its Related Committed Purchasers shall cease), on
each day before the Termination Date that any Collections are received by the
Collection Agent and no Interim Liquidation is in effect a Purchaser's Purchase
Interest in such Collections shall automatically be used to make a Reinvestment
Purchase by such Purchaser, but only to the extent such Reinvestment Purchase
would not cause the Purchaser's Investment to increase above the amount of such
Investment at the start of the day plus any Incremental Purchases made by the
Purchaser on that day. A Conduit Purchaser may revoke any notice provided under
the first sentence of this Section 1.1(d) by notifying the Agent, its Purchaser
Agent, the Seller and the Collection Agent that it will make Reinvestment
Purchases.

       (e) Assignments. Pursuant to the Original Agreement, the Agent (on behalf
of Amsterdam) has from time to time purchased Receivables which are currently
outstanding in the amount of $100,000,000. The parties hereto are amending and
restating the Original Agreement in order to add GBFC and Atlantic,
respectively, as Conduit Purchasers hereunder and BLB and CL, respectively, as
the respective Purchaser Agent for the related Conduit Purchaser. Amsterdam
hereby sells and assigns to each of GBFC and Atlantic, and GBFC and Atlantic
each hereby purchases and assumes from Amsterdam, a Purchased Interest in the
Receivables which are held by the Agent for the benefit of Amsterdam each in the
amount of $30,000,000 such that the Purchased Interests of GBFC and Atlantic in
Receivables which are on the date hereof shall each equal such amount and the
Purchased Interest of Amsterdam shall equal $40,000,000. Amsterdam represents
and warrants that it is the legal and beneficial owner of the Purchased



                                      -3-
<PAGE>

Interest assigned by it hereunder and that such Purchased Interest is free and
clear of any Adverse Claim created by the Agent and/or Amsterdam.

     Section 1.2. Interim Liquidations. (a) Optional. The Seller may at any time
direct that Reinvestment Purchases cease and that an Interim Liquidation
commence for all Purchasers by giving the Agent, each Purchaser Agent and the
Collection Agent at least three Business Days' prior written (including telecopy
or other facsimile communication) notice specifying the date on which the
Interim Liquidation shall commence and, if desired, when such Interim
Liquidation shall cease (identified as a specific date prior to the Termination
Date or as when the Aggregate Investment is reduced to a specified amount). If
the Seller does not so specify the date on which an Interim Liquidation shall
cease, it may cause such Interim Liquidation to cease at any time before the
Termination Date, subject to Section 1.2(b) below, by notifying the Agent, each
Purchaser Agent and the Collection Agent in writing (including by telecopy or
other facsimile communication) at least three Business Days before the date on
which it desires such Interim Liquidation to cease.

       (b) Mandatory. If at any time before the Termination Date any condition
in Section 7.2 is not fulfilled, the Seller shall immediately notify the Agent,
each Purchaser Agent and the Collection Agent, whereupon Reinvestment Purchases
shall cease and an Interim Liquidation shall commence, which shall only cease
upon the Seller confirming to the Agent that the conditions in Section 7.2 are
fulfilled.

     Section 1.3. Selection of Discount Rates and Tranche Periods. The Discount
Rates, Tranche Periods and related matters for all Investment of each Purchaser
Group shall be set forth in and governed by the terms of, the Rate Supplement
for such Purchaser Group. Each such Rate Supplement shall supplement this
Agreement with respect to the terms and provisions set forth therein.

     Section 1.4. Fees and Other Costs and Expenses. (a) The Seller shall pay to
each Purchaser Agent for the benefit of its Purchaser Group, such amounts as
agreed to with the Seller in the Fee Letter for such Purchaser Group.

       (b) Investment and Discount shall be payable solely from Collections and
from amounts payable under Sections 1.5, 1.7 and 6.1 (to the extent amounts paid
under Section 6.1 indemnify against reductions in or non-payment of
Receivables). The Seller shall pay, as a full recourse obligation, all other
amounts payable hereunder and under the Rate Supplements (other than Discount),
including, without limitation, fees described in the Fee Letters and amounts
payable under Article VI.

     Section 1.5. Maintenance of Sold Interest; Deemed Collection. (a) General.
If at any time before the Termination Date the Eligible Receivables Balance is
less than the sum of the Aggregate Investment (or, if a Termination Event
exists, the Matured Aggregate Investment) plus the Total Reserve, the Seller
shall immediately pay to the Agent an amount equal to such deficiency for
application to reduce the Investments of the Purchasers ratably in accordance
with the principal amount of their respective Investments, applied with respect
to each such Purchaser first to such Purchaser's Prime Tranches, if any, and
second to the other Tranches applicable to



                                      -4-
<PAGE>

the Investment of such Purchaser with the shortest remaining maturities unless
otherwise specified by the Seller.

       (b) Deemed Collections. If on any day the outstanding balance of a
Receivable is reduced or cancelled as a result of any defective or rejected
goods or services, any cash discount or adjustment (including any adjustment
resulting from the application of any special refund or other discounts or any
reconciliation), any setoff or credit (whether such claim or credit arises out
of the same, a related, or an unrelated transaction) or any other reason other
than the financial inability of the Obligor to pay undisputed indebtedness, the
Seller shall be deemed to have received on such day a Collection on such
Receivable in the amount of such reduction or cancellation. If on any day any
representation, warranty, covenant or other agreement of the Seller related to a
Receivable is not true or is not satisfied, the Seller shall be deemed to have
received on such day a Collection in the amount of the outstanding balance of
such Receivable. All such Collections deemed received by the Seller under this
Section 1.5(b) shall be remitted by the Seller to the Collection Agent in
accordance with Section 5.1(i).

       (c) Adjustment to Sold Interest. At any time before the Termination Date
that the Seller is deemed to have received any Collection under Section 1.5(b)
("Deemed Collections") that derives from a Receivable that is otherwise reported
as an Eligible Receivable, so long as no Liquidation Period then exists, the
Seller may satisfy its obligations to deliver such amount to the Collection
Agent by instead notifying the Agent that the Sold Interest should be
recalculated by decreasing the Eligible Receivables Balance by the amount of
such Deemed Collections, so long as such adjustment does not cause the Sold
Interest to exceed 100%.

       (d) Payment Assumption. Unless an Obligor otherwise specifies or another
application is required by contract or law, any payment received by the Seller
from any Obligor shall be applied as a Collection of Receivables of such Obligor
(starting with the oldest such Receivable) and remitted to the Collection Agent
as such.

     Section 1.6. Reduction in Commitments. The Seller may, upon thirty days'
notice to the Agent and each Purchaser Agent, reduce the Aggregate Commitment in
increments of $1,000,000, so long as the Aggregate Commitment as so reduced is
no less than the Matured Aggregate Investment. Each such reduction in the
Aggregate Commitment shall reduce the Commitment of each Purchaser Group in
accordance with its Ratable Share (and, in the case of each Committed Purchaser,
its Commitment in accordance with its Commitment Percentage of its Purchaser
Group's Ratable Share of such reduction).

     Section 1.7. Optional Repurchases. At any time that the Aggregate
Investment is less than 10% of the Aggregate Commitment in effect on the date
hereof, the Seller may, upon thirty days' notice to the Agent and each Purchaser
Agent, repurchase the entire Sold Interest from the Purchasers at a price equal
to the outstanding Matured Aggregate Investment and all other amounts then owed
hereunder.

     Section 1.8. Security Interest. (a) The Seller hereby grants to the Agent,
for its own benefit and for the ratable benefit of the Purchaser Agents and
Purchasers, a security interest in all Receivables, Related Security,
Collections and Lock-Box Accounts to secure the payment of



                                      -5-
<PAGE>

all amounts other than Investment owing hereunder and (to the extent of the Sold
Interest) to secure the repayment of all Investment.

       (b) The Seller hereby assigns and otherwise transfers to the Agent (for
the benefit of the Agent, each Purchaser Agent, each Purchaser and any other
Person to whom any amount is owed hereunder), all of the Seller's right, title
and interest in, to and under the Purchase Agreement. The Seller shall execute,
file and record all financing statements, continuation statements and other
documents required to perfect or protect such assignment. This assignment
includes (a) all monies due and to become due to the Seller from the Originators
under or in connection with the Purchase Agreement (including fees, expenses,
costs, indemnities and damages for the breach of any obligation or
representation related to such agreements) and (b) all rights, remedies, powers,
privileges and claims of the Seller against the Originators under or in
connection with the Purchase Agreement. All provisions of the Purchase Agreement
shall inure to the benefit of, and may be relied upon by, the Agent, each
Purchaser Agent, each Purchaser and each such other Person. At any time that a
Termination Event has occurred and is continuing, the Agent shall have the sole
right to enforce the Seller's rights and remedies under the Purchase Agreement
to the same extent as the Seller could absent this assignment, but without any
obligation on the part of the Agent, any Purchaser Agent, any Purchaser or any
other such Person to perform any of the obligations of the Seller under the
Purchase Agreement (or the promissory note executed thereunder). All amounts
distributed to the Seller under the Purchase Agreement from Receivables sold to
the Seller thereunder shall constitute Collections hereunder and shall be
applied in accordance herewith.

       (c) This agreement shall be a security agreement for purposes of the UCC.
Upon the occurrence of a Termination Event, the Agent shall have all rights and
remedies provided under the UCC as in effect in all applicable jurisdictions.


                                   ARTICLE II


                SALES TO AND FROM CONDUIT PURCHASERS; ALLOCATIONS

     Section 2.1. Required Purchases from a Conduit Purchaser. (a) Each Conduit
Purchaser may, at any time, sell to its Related Committed Purchasers pursuant to
the relevant Transfer Agreement any percentage designated by such Conduit
Purchaser of such Conduit Purchaser's Investment and its related Conduit
Purchaser Settlement (each, a "Put").

       (b) Any portion of any Investment of a Conduit Purchaser and related
Conduit Purchaser Settlement purchased by a Committed Purchaser shall be
considered part of such Committed Purchaser's Investment and related Conduit
Purchaser Settlement from the date of the relevant Put. Immediately upon any
purchase by a Committed Purchaser of any portion of the relevant Conduit
Purchaser's Investment, the Seller shall pay to the relevant Purchaser Agent
(for the ratable benefit of each such Purchaser) an amount equal to the sum of
(i) the Assigned Settlement and (ii) all unpaid Discount owed to such Conduit
Purchaser (whether or not then due) to the end of each applicable Tranche Period
to which any Investment being Put has been allocated, (iii) all accrued but
unpaid fees (whether or not then due) payable to such Conduit



                                      -6-
<PAGE>

Purchaser in connection herewith at the time of such purchase and (iv) all
accrued and unpaid costs, expenses and indemnities due to such Conduit Purchaser
from the Seller in connection herewith.

     Section 2.2. Purchases by a Conduit Purchaser. Each Conduit Purchaser may
at any time deliver to its Purchaser Agent and each of its Related Committed
Purchasers a notification of assignment in substantially the form provided by
the relevant Transfer Agreement. If a Conduit Purchaser delivers such notice,
each of its Related Committed Purchasers shall sell to such Conduit Purchaser
and such Conduit Purchaser shall purchase in full from each such Related
Committed Purchasers, the Investment of such Related Committed Purchasers on the
last day of the relevant Tranche Periods, at a purchase price equal to such
Investment plus accrued and unpaid Discount thereon. Any sale from any Related
Committed Purchaser to the relevant Conduit Purchaser pursuant to this Section
2.2 shall be without recourse, representation or warranty except for the
representation and warranty that the Investment sold by such Related Committed
Purchaser is free and clear of any Adverse Claim created or granted by such
Related Committed Purchaser and that such Related Committed Purchaser has not
suffered a Bankruptcy Event.

     Section 2.3.    Allocations and Distributions.

       (a) Non-Reinvestment Periods. Before the Termination Date unless an
Interim Liquidation is in effect, on each day during a period that a Conduit
Purchaser is not making Reinvestment Purchases (as established under Section
1.1(d)), the Collection Agent (i) shall set aside and hold in trust solely for
the benefit of the applicable Conduit Purchaser (or deliver to the applicable
Purchaser Agent, if so instructed pursuant to Section 3.2(a)) such Conduit
Purchaser's Purchase Interest in all Collections received on such day and (ii)
shall distribute on the last day of each CP Tranche Period to the applicable
Purchaser Agent (for the benefit of such Conduit Purchaser) the amounts so set
aside up to the amount of such Conduit Purchaser's Purchase Interest and, to the
extent not already paid in full, all Discount thereon and all other amounts then
due from the Seller in connection with such Purchase Interest and Tranche
Period. If any part of the Sold Interest in any Collections is applied to pay
any such amounts pursuant to this Section 2.3(a) and after giving effect to such
application the Sold Interest is greater than 100%, the Seller shall pay for
distribution as part of the Sold Interest in Collections, to the Collection
Agent the amount so applied to the extent necessary so that after giving effect
to such payment the Sold Interest is no greater than 100%.

       (b) Termination Date and Interim Liquidations. On each day during any
Interim Liquidation and on each day on and after the Termination Date, the
Collection Agent shall set aside and hold solely for the account of each
Purchaser Agent, for the benefit of each Purchaser Group to the extent provided
below, (or deliver to each Purchaser Agent, if so instructed pursuant to Section
3.2(a)) and for the account of the Agent, the Sold Interest in all Collections
received on such day and such Collections shall be allocated as follows:

               (i) first, to the Collection Agent until all amounts owed to the
        Collection Agent under the Agreement have been paid in full;


                                      -7-
<PAGE>

              (ii) second, ratably to each Purchase Group until all Investment
        of, and Discount and interest due but not already paid to, each
        Purchaser Group has been paid in full; and

             (iii) third, ratably to such Purchaser Group until all other
        amounts owed to such Purchaser Group under the Transaction Documents
        have been paid in full.

              (iv) fourth, to the Agent until all amounts owed to the Agent
        (other than amounts owing the Agent in its role as a Purchaser Agent)
        have been paid in full;

               (v) fifth, to each Purchaser Agent until all amounts owed to the
        Purchaser Agents under the Transaction Documents have been paid in full;

              (vi) sixth, to any other Person to whom any amounts are owed under
        the Transaction Documents until all such amounts have been paid in full;
        and

              (vii) seventh, to the Seller (or as otherwise required by
        applicable law).

Unless an Interim Liquidation has ended by such date (in which case Reinvestment
Purchases shall resume to the extent provided in Section 1.1(d)), on the last
day of each Tranche Period (unless otherwise instructed by a Purchaser Agent
pursuant to Section 3.2(a)), the Collection Agent shall pay to the appropriate
parties, from such set aside Collections, all amounts allocated to such Tranche
Period and all Tranche Periods that ended before such date that are due in
accordance with the priorities in clauses (ii) and (iii) above. No distributions
shall be made to pay amounts under clauses (iv), (v), (vi) and (vii) above until
sufficient Collections have been set aside to pay all amounts described in
clauses (ii) and (iii) that may become payable for all outstanding Tranche
Periods. All distributions by the Agent shall be made ratably within each
priority level in accordance with the respective amounts then due each Person
included in such level unless otherwise agreed by all Purchaser Agents. If any
part of the Sold Interest in any Collections is applied to pay any amounts,
payable hereunder that are obligations of the Seller pursuant to Section 1.4(b)
and after giving effect to such application the Sold Interest is greater than
100%, the Seller shall pay for distribution in respect of each applicable
Purchaser's Investment as part of the Sold Interest in Collections, to the
Collection Agent the amount so applied to the extent necessary so that after
giving effect to such payment the Sold Interest is no greater than 100%.


                                   ARTICLE III


                         ADMINISTRATION AND COLLECTIONS

     Section 3.1. Appointment of Collection Agent. (a) The servicing,
administering and collecting of the Receivables shall be conducted by a Person
(the "Collection Agent") designated to so act on behalf of the Purchasers under
this Article III. As the Initial Collection Agent, the Parent is hereby
designated as, and agrees to perform the duties and obligations of, the
Collection Agent. The Initial Collection Agent acknowledges that the Agent, each
Purchaser



                                      -8-
<PAGE>

Agent, and each Purchaser have relied on the Initial Collection Agent's
agreement to act as Collection Agent (and the agreement of any of the
sub-collection agents to so act) in making the decision to execute and deliver
this Agreement and agrees that it will not voluntarily resign as Collection
Agent nor permit any sub-collection agent to voluntarily resign as a
sub-collection agent. At any time after the occurrence and during the
continuance of a Termination Event, the Agent may designate a new Collection
Agent to succeed the Initial Collection Agent (or any successor Collection
Agent).

       (b) The Initial Collection Agent may, and if requested by the Agent
shall, delegate its duties and obligations as Collection Agent to an Affiliate
of the Initial Collection Agent (acting as a sub-collection agent). The Initial
Collection Agent shall delegate certain duties with respect to Receivables
originated by such respective Originator to that respective Originator pursuant
to the terms of the Letter Agreement. Notwithstanding such delegation, the
Initial Collection Agent shall remain primarily liable for the performance of
the duties and obligations so delegated, and the Agent, each Purchaser Agent and
each Purchaser shall have the right to look solely to the Initial Collection
Agent for such performance. The Agent may at any time remove or replace any
sub-collection agent.

       (c) If replaced, the Collection Agent agrees it will terminate, and will
cause each existing sub-collection agent to terminate, its collection activities
in a manner requested by the Agent to facilitate the transition to a new
Collection Agent. The Collection Agent shall cooperate with and assist any new
Collection Agent (including providing access to, and transferring, all Records
and allowing (to the extent permitted by applicable law and contract) the new
Collection Agent to use all licenses, hardware or software necessary or
desirable to collect the Receivables). The Initial Collection Agent irrevocably
agrees to act (if requested to do so) as the data-processing agent for any new
Collection Agent (in substantially the same manner as the Initial Collection
Agent conducted such data-processing functions while it acted as the Collection
Agent).

     Section 3.2. Duties of Collection Agent. (a) The Collection Agent shall
take, or cause to be taken, all action necessary or advisable to collect each
Receivable in accordance with this Agreement, the Credit and Collection Policy
and all applicable laws, rules and regulations using the skill and attention the
Collection Agent exercises in collecting other receivables or obligations owed
solely to it. The Collection Agent shall, in accordance herewith, set aside all
Collections to which a Purchaser is entitled and pay from such Collections all
Discount and the fees set forth in the Fee Letters when due. If so instructed by
the Agent, the Collection Agent shall transfer to the Agent the amount of
Collections to which the Agent, each Purchaser Agent and the Purchasers are
entitled by the Business Day following receipt. Each party hereto hereby
appoints the Collection Agent to enforce such Person's rights and interests in
the Receivables, but (notwithstanding any other provision in any Transaction
Document) the Agent shall at all times have the sole right to direct the
Collection Agent to commence or settle any legal action to enforce collection of
any Receivable.

       (b) If no Termination Event exists and the Collection Agent determines
that such action is appropriate in order to maximize the Collections, the
Collection Agent may, in accordance with the applicable Credit and Collection
Policy, extend the maturity of any Receivable, and



                                      -9-
<PAGE>

extend the maturity or adjust the outstanding balance of any Defaulted
Receivables as the Collection Agent may determine to be appropriate to maximize
collections thereof; provided, however, that if a Termination Event has occurred
the Collection Agent may make such extension or adjustment only upon written
approval of the Agent. Any such extension or adjustment shall not alter the
status of a Receivable as a Defaulted Receivable, affect the computation of the
Delinquency Ratio or limit any rights of the Agent or the Purchasers hereunder.
If a Termination Event exists, the Collection Agent may make such extensions or
adjustments only with the prior consent of the Instructing Group.

       (c) The Collection Agent shall turn over to the Seller (i) any percentage
of Collections in excess of the Sold Interest, less all reasonable costs and
expenses of the Collection Agent for servicing, collecting and administering the
Receivables and (ii) subject to Section 1.5(d), the collections and records for
any indebtedness owed to the Seller that is not a Receivable. The Collection
Agent shall have no obligation to remit any such funds or records to the Seller
until the Collection Agent receives evidence (satisfactory to the Agent) that
the Seller is entitled to such items. The Collection Agent has no obligations
concerning indebtedness that is not a Receivable other than to deliver the
collections and records for such indebtedness to the Seller when required by
this Section 3.2(c).

     Section 3.3. Reports. On or before the 25th day of each month, and at such
other times covering such other periods as is requested by the Agent or the
Instructing Group (which such other periods shall not be shorter than a calendar
month if no Termination Event has occurred), the Collection Agent shall deliver
to the Agent and each Purchaser Agent a report reflecting information as of the
close of business of the Collection Agent for the immediately preceding calendar
month or such other preceding period as is requested (each a "Periodic Report"),
containing the information described on Exhibit B (with such modifications or
additional information as requested by the Agent or the Instructing Group).

     Section 3.4. Lock-Box Arrangements. The Agent is hereby authorized to give
notice at any time to any or all Lock-Box Banks that the Agent is exercising its
rights under the Lock-Box Letters and to take all actions permitted under the
Lock-Box Letters. The Seller agrees to take any action requested by the Agent to
facilitate the foregoing. After the Agent takes any such action under the
Lock-Box Letters, the Seller shall immediately deliver to the Agent any
Collections received by the Seller. If the Agent takes control of any Lock-Box
Account, the Agent shall distribute Collections it receives in accordance
herewith and shall deliver to the Collection Agent, for distribution under
Section 3.2, all other amounts it receives from such Lock-Box Account.

     Section 3.5. Enforcement Rights. (a) The Agent may, at any time, direct the
Obligors and the Lock-Box Banks to make all payments on the Receivables directly
to the Agent or its designee. The Agent may, and the Seller shall at the Agent's
request, withhold the identity of the Purchasers from the Obligors and Lock-Box
Banks. Upon the Agent's request and only after a Potential Termination Event,
the Seller (at the Seller's expense) shall (i) give notice to each Obligor of
the Purchasers' ownership of the Sold Interest and direct that payments on
Receivables be made directly to the Agent or its designee, (ii) assemble for the
Agent all Records and collateral security for the Receivables and the Related
Security and transfer to the Agent (or



                                      -10-
<PAGE>

its designee), or (to the extent permitted by applicable law and contract)
license to the Agent (or its designee) the use of, all software useful to
collect the Receivables and (iii) segregate in a manner acceptable to the Agent
all Collections the Seller receives and, promptly upon receipt, remit such
Collections in the form received, duly endorsed or with duly executed
instruments of transfer, to the Agent or its designee.

       (b) The Seller hereby irrevocably appoints the Agent as its
attorney-in-fact coupled with an interest, with full power of substitution and
with full authority in the place of the Seller, to take any and all steps deemed
desirable by the Agent, in the name and on behalf of the Seller to (i) collect
any amounts due under any Receivable, including endorsing the name of the Seller
on checks and other instruments representing Collections and enforcing such
Receivables and the Related Security, and (ii) exercise any and all of the
Seller's rights and remedies under the Purchase Agreement. The Agent's powers
under this Section 3.5(b) shall not subject the Agent to any liability if any
action taken by it proves to be inadequate or invalid, nor shall such powers
confer any obligation whatsoever upon the Agent.

       (c) None of the Agent, any Purchaser Agent or any Purchaser shall have
any obligation to take or consent to any action to realize upon any Receivable
or Related Security or to enforce any rights or remedies related thereto.

     Section 3.6. Collection Agent Fee. On or before the 25th day of each
calendar month, the Seller shall pay to the Collection Agent a fee for the
immediately preceding calendar month as compensation for its services (the
"Collection Agent Fee") equal to (a) at all times the Initial Collection Agent
or an Affiliate of the Initial Collection Agent is the Collection Agent, the
Seller Servicing Fee, the sufficiency of which is hereby acknowledged, and (b)
at all times any other Person is the Collection Agent, the Outside Servicing
Fee. The Agent may, with the consent of the Instructing Group, pay the
Collection Agent Fee to the Collection Agent from the Sold Interest in
Collections. The Seller shall be obligated to reimburse any such payment to the
extent required by Section 1.5 or 2.3.

     Section 3.7. Responsibilities of the Seller. The Seller shall pay when due
all Taxes payable in connection with the Receivables and the Related Security or
their creation or satisfaction. The Seller shall cause each Originator to
perform all of its obligations under agreements related to the Receivables and
the Related Security to the same extent as if interests in the Receivables and
the Related Security had not been transferred hereunder or under the Purchase
Agreement. The Agent's or any Purchaser's exercise of any rights hereunder shall
not relieve the Seller or an Originator from such obligations. None of the
Agent, any Purchaser Agent or any Purchaser shall have any obligation to perform
any obligation of the Seller or an Originator or any other obligation or
liability in connection with the Receivables or the Related Security.

     Section 3.8. Actions by Seller. If any goods related to a Receivable are
repossessed, the Seller agrees to resell, or to have the related Originator or
another Affiliate resell, such goods in a commercially reasonable manner for the
account of the Agent and remit, or have remitted, to the Agent the Purchasers'
share in the gross sale proceeds thereof net of any out-of-pocket expenses and
any equity of redemption of the Obligor thereon. Any such moneys collected by

                                      -11-
<PAGE>

the Seller or the related Originator or other Affiliate of the Seller pursuant
to this Section 3.8 shall be segregated and held in trust for the Agent and
remitted to the Agent's Account within one Business Day of receipt as part of
the Sold Interest in Collections for application as provided herein.

     Section 3.9. Indemnities by the Collection Agent. Without limiting any
other rights any Person may have hereunder or under applicable law, the
Collection Agent hereby indemnifies and holds harmless the Agent, each Purchaser
Agent and each Purchaser and their respective officers, directors, agents and
employees (each a "Collection Agent Indemnified Party") from and against any and
all damages, losses, claims, liabilities, penalties, Taxes, costs and expenses
(including reasonable attorneys' fees and court costs) (all of the foregoing
collectively, the "Collection Agent Indemnified Losses") at any time imposed on
or incurred by any Collection Agent Indemnified Party arising out of or
otherwise relating to:

               (i) any representation or warranty made by, on behalf of or in
        respect of, the Collection Agent in this Agreement, any other
        Transaction Document, any Periodic Report or any other information or
        report delivered by the Collection Agent pursuant hereto, which shall
        have been false or incorrect in any material respect when made;

              (ii) the failure by the Collection Agent to comply with any
        applicable law, rule or regulation related to any Receivable or the
        Related Security;

             (iii) any loss of a perfected security interest (or in the priority
        of such security interest) as a result of any commingling by the
        Collection Agent of funds to which the Agent, any Purchaser Agent or any
        Purchaser is entitled hereunder with any other funds;

              (iv) the imposition of any Adverse Claim with respect to any
        Receivable, Related Security or Lock-Box Account as a result of any
        action taken by the Collection Agent; or

               (v) any failure of the Collection Agent to perform its duties or
        obligations in accordance with the provisions of this Agreement
        (including, without limitation, compliance with the Credit and
        Collection Policy) or any other Transaction Document to which the
        Collection Agent is a party;

whether arising by reason of the acts to be performed by the Collection Agent
hereunder or otherwise, excluding only Collection Agent Indemnified Losses to
the extent (a) a final judgment of a court of competent jurisdiction determined
that such Collection Agent Indemnified Losses resulted from gross negligence or
willful misconduct of the Collection Agent Indemnified Party seeking
indemnification, (b) solely due to the credit risk of the Obligor and for which
reimbursement would constitute recourse to the Collection Agent for uncollected
or uncollectible Receivables, or (c) such Collection Agent Indemnified Losses
include Taxes on, or measured by, the overall net income of the Agent or any
Purchaser computed in accordance with the Intended Tax Characterization;
provided, however, that nothing contained in this sentence shall limit the
liability of the Collection Agent or limit the recourse of the Agent, any
Purchaser Agent and each



                                      -12-
<PAGE>

Purchaser to the Collection Agent for any amounts otherwise specifically
provided to be paid by the Collection Agent hereunder.


                                   ARTICLE IV


                         REPRESENTATIONS AND WARRANTIES

     Section 4.1. Representations and Warranties of the Seller. The Seller
represents and warrants to the Agent, each Purchaser Agent and each Purchaser
that:

               (a) Corporate Existence and Power. The Seller is a corporation
        duly organized, validly existing and in good standing under the laws of
        the State of Delaware and in each jurisdiction in which the conduct of
        its business requires that it be qualified to do business in such
        jurisdiction and has all corporate power and authority and all
        governmental licenses, authorizations, consents and approvals required
        to carry on its business in each jurisdiction in which its business is
        now conducted, except where failure to obtain such license,
        authorization, consent or approval would not have a material adverse
        effect on (i) its ability to perform its obligations under, or the
        enforceability of, any Transaction Document, (ii) its business or
        financial condition, (iii) the interests of the Agent, any Purchaser
        Agent or any Purchaser under any Transaction Document or (iv) the
        enforceability or collectibility of any material portion of the
        Receivables.

               (b) Corporate Authorization and No Contravention. The execution,
        delivery and performance by the Seller of each Transaction Document to
        which it is a party (i) are within its corporate powers, (ii) have been
        duly authorized by all necessary corporate action, (iii) do not
        contravene or constitute a default under (A) any applicable law, rule or
        regulation, (B) its charter or by-laws or (C) any agreement, order or
        other instrument to which it is a party or its property is subject and
        (iv) will not result in any Adverse Claim on any Receivable, the Related
        Security or Collections (other than the Sold Interest) or give cause for
        the acceleration of any indebtedness of the Seller.

               (c) No Consent Required. No approval, authorization or other
        action by, or filings with, any Governmental Authority or other Person
        is required in connection with the execution, delivery and performance
        by the Seller of any Transaction Document or any transaction
        contemplated thereby.

               (d) Binding Effect. Each Transaction Document to which the Seller
        is a party constitutes the legal, valid and binding obligation of the
        Seller enforceable against it in accordance with its terms, except as
        may be limited by applicable bankruptcy, insolvency, reorganization,
        moratorium and similar laws affecting the enforcement of creditor's
        rights generally.

               (e) Perfection of Ownership Interest. The Seller owns the
        Receivables free of any Adverse Claim other than the interests of the
        Agent, the Purchaser Agent and the Purchasers therein that are created
        hereby, and each Purchaser shall at all times have a



                                      -13-
<PAGE>

        valid undivided percentage ownership interest, which shall be a first
        priority perfected security interest for purposes of Article 9 of the
        applicable Uniform Commercial Code, in the Receivables, the Related
        Security and Collections to the extent of its Purchase Interest then in
        effect.

               (f) Accuracy of Information. All written information furnished by
        the Seller to the Agent, any Purchaser Agent or any Purchaser in
        connection with any Transaction Document, or any transaction
        contemplated thereby, is true and accurate in all material respects as
        of the date of such information or the date furnished, as applicable
        (and is not incomplete by omitting any information necessary to prevent
        such information from being materially misleading as of the date of such
        information or the date furnished, as applicable).

               (g) No Actions, Suits. There are no actions, suits or other
        proceedings (including matters relating to environmental liability)
        pending or threatened against or affecting the Seller or any of its
        properties, that (i) if adversely determined (individually or in the
        aggregate), may have a material adverse effect on the financial
        condition of the Seller or on the collectibility of the Receivables or
        (ii) involve any Transaction Document or any transaction contemplated
        thereby. The Seller is not in default of any contractual obligation or
        in violation of any order, rule or regulation of any Governmental
        Authority, which default or violation may have a material adverse effect
        upon (i) the financial condition of the Seller or (ii) the
        collectibility of the Receivables.

               (h) No Material Adverse Change. Since the date of its formation
        there has been no material adverse change in the collectibility of the
        Receivables or the Seller's (i) financial condition, business,
        operations or prospects or (ii) ability to perform its obligations under
        any Transaction Document.

               (i) Accuracy of Exhibits; Lock-Box Arrangements. All information
        on Exhibits C-D (listing offices and states of organization of the
        Seller and the Originators and where they maintain Records; and
        Lock-Boxes) is true and complete, subject to any changes permitted by,
        and notified to the Agent in accordance with, Article V. The Seller has
        not granted any interest in any Lock-Box or Lock-Box Account to any
        Person other than the Agent and, upon execution and delivery of the
        Lock-Box Agreements and delivery to a Lock-Box Bank of the related
        Lock-Box Letter, the Seller will have title to each Lock-Box Account and
        the Agent will have exclusive ownership and control of the Lock-Box
        Account at such Lock-Box Bank.

               (j) Sales by an Originator. Each sale by each Originator to the
        Seller of an interest in Receivables originated by such Originator and
        Collections thereof has been made in accordance with the terms of the
        Purchase Agreement, including the payment by the Seller to such
        Originator of the purchase price described in the Purchase Agreement.
        Each such sale has been made for "reasonably equivalent value" (as such
        term is used in Section 548 of the Bankruptcy Code) and not for or on
        account of "antecedent debt" (as such term is used in Section 547 of the
        Bankruptcy Code) owed by such Originator to the Seller.


                                      -14-
<PAGE>

               (k) No Potential Termination Event. No Potential Termination
        Event has occurred and is continuing.

               (l) Eligible Receivables. Each Receivable included in the
        Eligible Receivables Balance as an Eligible Receivable on the date of
        any Purchase or Incremental Purchase or listed as such on a Periodic
        Report is an Eligible Receivable.

               (m) Underwriting/Collection Practices. To the extent that the
        Initial Collection Agent is the Collection Agent and the Originators are
        sub-collection agents, it has complied with the Credit and Collection
        Policy in all material respects, and such policy has not changed in any
        material respect since the date hereof.

     Section 4.2. Representations and Warrants of the Initial Collection Agent.
The Initial Collection Agent represents and warrants to the Agent, each
Purchaser Agent and each Purchaser that:

               (a) Corporate Existence and Power. The Initial Collection Agent
        is a corporation duly organized, validly existing and in good standing
        under the laws of the State of Indiana and in each jurisdiction in which
        the conduct of its business requires that it be qualified to do business
        in such jurisdiction and has all corporate power and authority and all
        governmental licenses, authorizations, consents and approvals required
        to carry on its business in each jurisdiction in which its business is
        now conducted, except where failure to obtain such license,
        authorization, consent or approval would not have a material adverse
        effect on (i) its ability to perform its obligations under, or the
        enforceability of, any Transaction Document, (ii) its business or
        financial condition, (iii) the interests of the Agent, any Purchaser
        Agent or any Purchaser under any Transaction Document or (iv) the
        enforceability or collectibility of any material portion of the
        Receivables.

               (b) Corporate Authorization and No Contravention. The execution,
        delivery and performance by the Initial Collection Agent of each
        Transaction Document to which it is a party (i) are within its corporate
        powers, (ii) have been duly authorized by all necessary corporate
        action, (iii) do not contravene or constitute a default under (A) any
        applicable law, rule or regulation, (B) its charter or by-laws or (C)
        any agreement, order or other instrument to which it is a party or its
        property is subject where the contravention or default would have a
        material adverse effect on (w) its ability to perform its obligations
        under, or the enforceability of, any Transaction Document, (x) its
        business or financial condition, (y) the interests of the Agent, any
        Purchaser Agent or any Purchaser under any Transaction Document or (z)
        the enforceability or collectibility of any material portion of the
        Receivables and (iv) will not result in any Adverse Claim on any
        Receivable, the Related Security or Collections other than the Sold
        Interest or give cause for the acceleration of any indebtedness of the
        Initial Collection Agent.

               (c) No Consent Required. No approval, authorization or other
        action by, or filings with, any Governmental Authority or other Person
        is required in connection with



                                      -15-
<PAGE>

        the execution, delivery and performance by the Initial Collection Agent
        of any Transaction Document or any transaction contemplated thereby.

               (d) Binding Effect. Each Transaction Document to which the
        Initial Collection Agent is a party constitutes the legal, valid and
        binding obligation of the Initial Collection Agent enforceable against
        it in accordance with its terms, except as may be limited by applicable
        bankruptcy, insolvency, reorganization, moratorium and similar laws
        affecting the enforcement of creditor's rights generally.

               (e) Accuracy of Information. All written information furnished by
        the Initial Collection Agent to the Agent, any Purchaser Agent or any
        Purchaser in connection with any Transaction Document, or any
        transaction contemplated thereby, is true and accurate in all material
        respects as of the date of such information or the date furnished, as
        applicable (and is not incomplete by omitting any information necessary
        to prevent such information from being materially misleading as of the
        date of such information or the date furnished, as applicable).

               (f) No Actions, Suits. There are no actions, suits or other
        proceedings (including matters relating to environmental liability)
        pending or threatened against or affecting the Initial Collection Agent,
        or any of its properties, that (i) if adversely determined (individually
        or in the aggregate), is likely to have a material adverse effect on the
        financial condition of the Initial Collection Agent and its
        Subsidiaries, taken as whole, or on the collectibility of the
        Receivables or (ii) involve any Transaction Document or any transaction
        contemplated thereby. The Initial Collection Agent is not in default of
        any contractual obligation or in violation of any order, rule or
        regulation of any Governmental Authority, which default or violation is
        likely to have a material adverse effect upon (i) the financial
        condition of the Initial Collection Agent and its Subsidiaries, taken as
        whole, or (ii) the collectibility of the Receivables.

               (g) No Material Adverse Change. Since December 31, 2000, there
        has been no material adverse change in the collectibility of the
        Receivables or the Initial Collection Agent's (i) financial condition,
        business, operations or prospects other than as publicly disclosed prior
        to the date hereof or (ii) ability to perform its obligations under any
        Transaction Document.

               (h) Accuracy of Exhibits; Lock-Box Arrangements. All information
        on Exhibits C-D (listing offices of the Initial Collection Agent and the
        Originators and where they maintain Records; and Lock-Boxes) is true and
        complete, subject to any changes permitted by, and notified to the Agent
        in accordance with, Article V.

               (i) No Potential Termination Event. No Potential Termination
        Event has occurred and is continuing.

               (j) Underwriting/Collection Practices. To the extent that the
        Initial Collection Agent is the Collection Agent and the Originators are
        sub-collection agents, it



                                      -16-
<PAGE>

        has complied with the Credit and Collection Policy in all material
        respects, and such policy has not changed in any material respect since
        the date hereof.


                                    ARTICLE V


                                    COVENANTS

     Section 5.1. Covenants of the Seller. The Seller hereby covenants and
agrees to comply with the following covenants and agreements, unless the Agent
(with the consent of the Instructing Group) shall otherwise consent:

               (a) Financial Reporting. The Seller will maintain a system of
        accounting established and administered in accordance with GAAP and will
        furnish to the Agent, each Purchaser Agent and each Purchaser:

                       (i) Annual Financial Statements. Within 120 days after
               each fiscal year of the Seller copies of its annual balance sheet
               (and an annual profit and loss statement), certified by a
               Designated Financial Officer thereof, prepared on a consolidated
               basis in conformity with GAAP;

                      (ii) Quarterly Financial Statements. Within 60 days after
               each (except the last) fiscal quarter of each fiscal year of the
               Seller, copies of its quarterly balance sheet (and a profit and
               loss statement) for the period from the beginning of the fiscal
               year to the close of such quarter), certified by a Designated
               Financial Officer and prepared in a manner consistent with the
               financial statements described in clause (i) of this Section
               5.l(a);

                     (iii) Officer's Certificate. Each time financial statements
              are furnished pursuant to clause (i) or (ii) of Section 5.1(a), a
              compliance certificate (in substantially the form of Exhibit F)
              signed by a Designated Financial Officer, dated the date of such
              financial statements;

                     (iv) Public Reports. Promptly upon becoming available, a
              copy of each report or proxy statement filed by the Parent with
              the Securities and Exchange Commission or any securities exchange;
              and

                       (v) Other Information. With reasonable promptness, such
               other information (including non-financial information)
               respecting the Receivables or the conditions and operations,
               financial or otherwise, of the Seller and any Seller Entity as
               the Agent or any Purchaser Agent from time to time reasonably may
               request in order to protect the interests of the Agent or
               Committed Purchasers under this Agreement.


                                      -17-
<PAGE>

               (b) Notices. As soon as possible and in any event within 5
        Business Days of becoming actually aware of any of the following the
        Seller will notify the Agent and each Purchaser Agent and provide a
        description of:

                       (i) Potential Termination Events.  The occurrence of any
               Potential Termination Event;

                      (ii) Downgrading.  The downgrading, withdrawal or
               suspension of any rating by any rating agency of any indebtedness
               of any Special Obligor or of the Parent; or

                     (iii) Further Information. Any other information that the
               Parent is required to deliver pursuant to the Credit Agreement at
               the same time the Parent delivers such information to the
               required parties pursuant to the Credit Agreement.

               (c) Conduct of Business. The Seller will perform all actions
        necessary to remain duly incorporated, validly existing and in good
        standing in its jurisdiction of incorporation and to maintain all
        requisite authority to conduct its business in each jurisdiction in
        which it conducts business.

               (d) Compliance with Laws. The Seller will comply with all laws,
        regulations, judgments and other directions or orders imposed by any
        Governmental Authority to which it or any Receivable, any Related
        Security or Collection may be subject.

               (e) Furnishing Information and Inspection of Records. The Seller
        will furnish to the Agent, the Purchaser Agents and the Purchasers such
        information concerning the Receivables and the Related Security as the
        Agent, a Purchaser Agent or a Purchaser may request. The Seller will,
        and will cause each Originator to, permit, at any time during regular
        business hours upon reasonable notice to the Seller, the Agent, any
        Purchaser (or any representatives thereof) (i) to examine and make
        copies of all Records, (ii) to visit the offices and properties of the
        Seller and each Originator for the purpose of examining the Records and
        (iii) to discuss matters relating hereto with any of the Seller's or
        such Originator's officers, directors, employees or independent public
        accountants having knowledge of such matters. No more than once a
        calendar year or any time after the occurrence of a Termination Event,
        the Agent may (at the expense of the Seller) or at any time (at the
        expense of the Purchasers) have an independent public accounting firm
        conduct an audit of the Records or make test verifications of the
        Receivables and Collections.

               (f) Keeping Records. (i) The Seller will, and will cause each
        Originator to, have and maintain (A) administrative and operating
        procedures (including an ability to recreate Records if originals are
        destroyed), (B) adequate facilities, personnel and equipment and (C) all
        Records and other information necessary or advisable for collecting the
        Receivables (including Records adequate to permit the immediate
        identification of each new Receivable and all Collections of, and
        adjustments to, each



                                      -18-
<PAGE>

        existing Receivable). The Seller will give the Agent prior notice of any
        material change in such administrative and operating procedures.

              (ii) The Seller will, (A) at all times from and after the date
        hereof, clearly and conspicuously mark its computer and master data
        processing books and records with a legend describing the Agent's and
        the Purchasers' interest in the Receivables and the Collections and (B)
        upon the request of the Agent, so mark each contract relating to a
        Receivable and deliver to the Agent all such contracts (including all
        multiple originals of such contracts), with any appropriate endorsement
        or assignment, or segregate (from all other receivables then owned or
        being serviced by the Seller) the Receivables and all contracts relating
        to each Receivable and hold in trust and safely keep such contracts so
        legended in separate filing cabinets or other suitable containers at
        such locations as the Agent may specify.

               (g) Perfection. (i) The Seller will, and will cause each
        Originator to, at its expense, promptly execute and deliver all
        instruments and documents and take all action necessary or requested by
        the Agent (including the execution and filing of financing or
        continuation statements, amendments thereto or assignments thereof) to
        enable the Agent to exercise and enforce all its rights hereunder and to
        vest and maintain vested in the Agent a valid, first priority perfected
        security interest in the Receivables, the Collections, the Related
        Security, the Purchase Agreement, the Lock-Box Accounts and proceeds
        thereof free and clear of any Adverse Claim other than the Seller's
        interest therein (and a perfected ownership interest in the Receivables,
        Related Security and Collections to the extent of the Sold Interest).
        The Agent will be permitted to sign and file any continuation
        statements, amendments thereto and assignments thereof without the
        Seller's signature, but shall provide prompt notice to the Seller of any
        such filing.

              (ii) The Seller will only change its name, identity or corporate
        structure or relocate its state of organization or its chief executive
        office or the Records following notice to the Agent and the delivery to
        the Agent of all financing statements, instruments and other documents
        (including direction letters) requested by the Agent.

             (iii) The Seller will at all times maintain its chief executive
        offices within a jurisdiction in the USA (other than in the states of
        Alabama, Florida, Maryland and Tennessee) in which Article 9 of the UCC
        is in effect. If the Seller or an Originator moves its chief executive
        office to a location that imposes Taxes, fees or other charges to
        perfect the Agent's and the Purchasers' interests hereunder or the
        Seller's interests under the Purchase Agreement, the Seller will pay all
        such amounts and any other costs and expenses incurred in order to
        maintain the enforceability of the Transaction Documents, the Sold
        Interest and the interests of the Agent, the Purchaser Agents and the
        Purchasers in the Receivables, the Related Security, Collections,
        Purchase Agreement and Lock-Box Accounts.

               (h) Performance of Duties. The Seller will perform its duties or
        obligations in accordance with the provisions of each of the Transaction
        Documents. The Seller (at its expense) will (i) fully and timely perform
        in all material respects all agreements required



                                      -19-
<PAGE>

        to be observed by it in connection with each Receivable, (ii) comply in
        all material respects with the Credit and Collection Policy, and (iii)
        refrain from any action that may impair the rights of the Agent, the
        Purchaser Agents or the Purchasers in the Receivables, the Related
        Security, Collections, Purchase Agreement or Lock-Box Accounts.

               (i) Payments on Receivables, Lock-Box Accounts. The Seller will,
        and will cause each Originator to, at all times instruct all Obligors to
        deliver payments on the Receivables (including Deemed Collections) to a
        Lock-Box or Lock-Box Account and will not change any such instructions
        without the prior written consent of the Agent. If any such payments or
        other Collections are received by the Seller, it shall hold such
        payments in trust for the benefit of the Agent, the Purchaser Agents and
        the Purchasers and promptly (but in any event within two Business Days
        after receipt) remit such funds into a Lock-Box Account. The Seller will
        cause each Lock-Box Bank to comply with the terms of each applicable
        Lock-Box Letter. The Seller will only permit Collections to be deposited
        into any Lock-Box Account, except with respect to the AM Canada Account,
        but only through November 30, 2001. If such funds are nevertheless
        deposited into any Lock-Box Account, the Seller will promptly identify
        and separate such funds for segregation. The Seller will not, and will
        not permit any Collection Agent or other Person to, commingle
        Collections or other funds to which the Agent or any Purchaser is
        entitled with any other funds (other than funds of Affiliates of the
        Seller in concentration accounts). The Seller shall only add a Lock-Box
        Bank, Lock-Box, or Lock-Box Account to those listed on Exhibit D if the
        Agent has received notice of and has consented to such addition, a copy
        of any new Lock-Box Agreement and an executed and acknowledged copy of a
        Lock-Box Letter substantially in the form of Exhibit E (with such
        changes as are acceptable to the Agent) from any new Lock-Box Bank. The
        Seller shall only terminate a Lock-Box Bank or Lock-Box, or close a
        Lock-Box Account, upon 30 days advance notice to the Agent.

               (j) Sales and Adverse Claims Relating to Receivables or Related
        Security. Except as otherwise provided herein, the Seller will not (by
        operation of law or otherwise), dispose of or otherwise transfer, or
        create or suffer to exist any Adverse Claim upon, any Receivables,
        Related Security or any proceeds thereof.

               (k) Extension or Amendment of Receivables. Except as otherwise
        permitted in Section 3.2(b) and then subject to Section 1.5, the Seller
        will not extend, amend, rescind or cancel any Receivable.

               (l) Change in Credit and Collection Policy.  The Seller will not
        make any change in its Credit and Collection Policy which change would
        impair the collectibility of any Receivable.

               (m) Accounting for Sale. The Seller will not, account for, or
        otherwise treat, the transactions contemplated hereby other than as a
        sale of Receivables or inconsistent with the Purchasers' ownership
        interests in the Receivables, Related Security and Collections.


                                      -20-
<PAGE>

               (n) Certain Agreements. Except as otherwise permitted by this
        Agreement, the Seller will not amend, modify, waive, revoke or terminate
        any Transaction Document to which it is a party or any provision of
        Seller's certificate of incorporation or by-laws.

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

               (p) Net Worth.  The Seller shall not, as of the last day of each
        calendar quarter, permit Net Worth to be less than $9,000,000.

               (q) Nonconsolidation. The Seller will operate in such a manner
        that the separate corporate existence of the Seller and each Seller
        Entity and Affiliate thereof would not be disregarded in the event of
        the bankruptcy or insolvency of any Seller Entity and Affiliate thereof
        and, without limiting the generality of the foregoing:

                       (i) the Seller will not engage in any activity other than
               those activities expressly permitted under the Seller's
               organizational documents and the Transaction Documents, nor will
               the Seller enter into any agreement other than this Agreement,
               the other Transaction Documents to which it is a party and, with
               the prior written consent of the Agent, any other agreement
               necessary to carry out more effectively the provisions and
               purposes hereof or thereof;

                      (ii) the Seller will cause the financial statements and
               books and records of the Seller and each Seller Entity to reflect
               the separate corporate existence of the Seller;

                     (iii) except as otherwise expressly permitted hereunder,
               under the other Transaction Documents and under the Seller's
               organizational documents, the Seller will not permit any Seller
               Entity or Affiliate thereof to (A) pay the Seller's expenses, (B)
               guarantee the Seller's obligations, or (C) advance funds to the
               Seller for the payment of expenses or otherwise;

                      (iv) the Seller will not act as agent for any Seller
               Entity or Affiliate, but instead will present itself to the
               public as a corporation separate from each such Person and
               independently engaged in the business of purchasing and financing
               Receivables; and

                       (v) the Seller will always have an independent director
               on its Board of Directors.


                                      -21-
<PAGE>

               (r) Lock-Box Letters. Not later than October 30, 2001 the Seller
        shall deliver to the Agent fully executed Lock-Box Letters with respect
        to each Lock-Box set forth on Exhibit D hereto.

     Section 5.2. Covenants of the Initial Collection Agent. The Initial
Collection Agent hereby covenants and agrees to comply with the following
covenants and agreements, unless the Agent (with the consent of the Instructing
Group) shall otherwise consent:

               (a) Financial Reporting. The Initial Collection Agent will
        maintain a system of accounting established and administered in
        accordance with GAAP and will furnish to the Agent, each Purchaser Agent
        and each Purchaser:

                       (i) Annual Financial Statements. Within 120 days after
               each fiscal year of the Parent copies of its annual audited
               financial statements (including a consolidated balance sheet,
               consolidated statement of income and retained earnings and
               statement of cash flows, with related footnotes) certified by
               Deloitte & Touche, LLP or another firm of independent certified
               public accountants of nationally recognized standing (which
               accountants shall have acknowledged the reliance of the Agent,
               the Purchaser Agents and the Purchasers on the financial
               statements audited by such accountants) and prepared on a
               consolidated basis in conformity with GAAP;

                      (ii) Quarterly Financial Statements. Within 60 days after
               each (except the last) fiscal quarter of each fiscal year of the
               Parent, copies of its unaudited financial statements (including
               at least a consolidated balance sheet as of the close of such
               quarter and statements of earnings and sources and applications
               of funds for the period from the beginning of the fiscal year to
               the close of such quarter) certified by a Designated Financial
               Officer and prepared in a manner consistent with the financial
               statements described in clause (i) of this Section 5.l(a);

                     (iii) Officer's Certificate.  Each time financial
               statements are furnished pursuant to clause (i) or (ii) of
               Section 5.1(a), a compliance certificate (in substantially the
               form of Exhibit F) signed by a Designated Financial Officer,
               dated the date of such financial statements;

                      (iv) Public Reports.  Promptly upon becoming available,
               a copy of each report or proxy statement filed by the Parent
               with the Securities and Exchange Commission or any securities
               exchange; and

                       (v) Other Information. With reasonable promptness, such
               other information (including non-financial information)
               respecting the Receivables or the conditions and operations,
               financial or otherwise, of the Initial Collection Agent and any
               Seller Entity as the Agent from time to time reasonably may
               request in order to protect the interests of the Agent or
               Committed Purchasers under this Agreement.

                                      -22-
<PAGE>

               (b) Notices. As soon as possible and in any event within 5
        Business Days of becoming actually aware of any of the following the
        Initial Collection Agent will notify the Agent and each Purchaser Agent
        and provide a description of:

                       (i) Potential Termination Events.  The occurrence of any
               Potential Termination Event;

                      (ii) Downgrading.  The downgrading, withdrawal or
               suspension of any rating by any rating agency of any
               indebtedness of any Special Obligor or of the Parent; or

                     (iii) Further Information. Any other information that the
               Parent is required to deliver pursuant to the Credit Agreement at
               the same time the Parent delivers such information to the
               required parties pursuant to the Credit Agreement.

        If the Agent or any Purchaser Agent receives such a notice, the Agent or
        such Purchaser Agent shall promptly give notice thereof to each
        Purchaser and, until each Conduit Purchaser has no Investment after the
        Termination Date, to each CP Dealer and each Rating Agency.

               (c) Conduct of Business. The Initial Collection Agent will
        perform all actions necessary to remain duly incorporated, validly
        existing and in good standing in its jurisdiction of incorporation and
        to maintain all requisite authority to conduct its business in each
        jurisdiction in which it conducts business.

               (d) Compliance with Laws. The Initial Collection Agent will
        comply with all laws, regulations, judgments and other directions or
        orders imposed by any Governmental Authority to which it or any
        Receivable, any Related Security or Collection may be subject.

               (e) Furnishing Information and Inspection of Records. The Initial
        Collection Agent will furnish to the Agent, the Purchaser Agents and the
        Purchasers such information concerning the Receivables and the Related
        Security as the Agent, a Purchaser Agent or a Purchaser may request. The
        Initial Collection Agent will, and will cause each Originator to,
        permit, at any time during regular business hours upon reasonable notice
        to the Initial Collection Agent, the Agent, any Purchaser Agent or any
        Purchaser (or any representatives thereof) (i) to examine and make
        copies of all Records, (ii) to visit the offices and properties of the
        Initial Collection Agent and each Originator for the purpose of
        examining the Records and (iii) to discuss matters relating hereto with
        any of the Initial Collection Agent's or such Originator's officers,
        directors, employees or independent public accountants having knowledge
        of such matters. No more than once a calendar year or any time after the
        occurrence of a Termination Event, the Agent may (at the expense of the
        Initial Collection Agent) or at any time (at the expense of the
        Purchasers) have an independent public accounting firm conduct an audit
        of the Records or make test verifications of the Receivables and
        Collections; provided, however, that the

                                      -23-
<PAGE>

        Agent (may at the expense of the Initial Collection Agent) conduct its
        standard "due diligence" with respect to Meritor Heavy Vehicle Systems,
        LLC, Euclid Industries, LLC, and ArvinMeritor OE, LLC, within four
        months of the date hereof.

               (f) Keeping Records. (i) The Initial Collection Agent will, and
        will cause each Originator to, have and maintain (A) administrative and
        operating procedures (including an ability to recreate Records if
        originals are destroyed), (B) adequate facilities, personnel and
        equipment and (C) all Records and other information necessary or
        advisable for collecting the Receivables (including Records adequate to
        permit the immediate identification of each Obligor and each new
        Receivable and all Collections of, and adjustments to, each existing
        Receivable). The Initial Collection Agent will give the Agent prior
        notice of any material change in such administrative and operating
        procedures.

              (ii) The Initial Collection Agent will, (A) at all times from and
        after the date hereof, clearly and conspicuously mark its computer and
        master data processing books and records with a legend describing the
        Agent's and the Purchasers' interest in the Receivables and the
        Collections and (B) upon the request of the Agent, so mark each contract
        relating to a Receivable and deliver to the Agent all such contracts
        (including all multiple originals of such contracts), with any
        appropriate endorsement or assignment, or segregate (from all other
        receivables then owned or being serviced by the Initial Collection
        Agent) the Receivables and all contracts relating to each Receivable and
        hold in trust and safely keep such contracts so legended in separate
        filing cabinets or other suitable containers at such locations as the
        Agent may specify.

               (g) Performance of Duties. The Initial Collection Agent will
        perform its duties or obligations in accordance with the provisions of
        each of the Transaction Documents. The Initial Collection Agent (at its
        expense) will (i) fully and timely perform in all material respects all
        agreements required to be observed by it in connection with each
        Receivable, (ii) comply in all material respects with the Credit and
        Collection Policy, and (iii) refrain from any action that may impair the
        rights of the Agent, the Purchaser Agents or the Purchasers in the
        Receivables, the Related Security, Collections, Purchase Agreement or
        Lock-Box Accounts.

               (h) Payments on Receivables, Lock-Box Accounts. If any payments
        on Receivables or other Collections are received by the Initial
        Collection Agent, it shall hold such payments in trust for the benefit
        of the Agent, the Purchaser Agents and the Purchasers and promptly (but
        in any event within two Business Days after receipt) remit such funds
        into a Lock-Box Account. Except as set forth in Section 5.1(i) hereof,
        the Initial Collection Agent will only permit Collections to be
        deposited into any Lock-Box Account, except with respect to the AM
        Canada Account, but only through November 30, 2001. If such funds of any
        Affiliate or Seller Entity are deposited into any Lock-Box Account, the
        Initial Collection Agent will promptly identify and separate such funds
        for segregation. Except as set forth in Section 5.1(i) hereof, the
        Initial Collection Agent will not, and will not permit any other Person
        to, commingle Collections or other funds to which the Agent or any
        Purchaser is entitled with any other funds.


                                      -24-
<PAGE>

               (i) Extension or Amendment of Receivables. Except as otherwise
        permitted in Section 3.2(b) and then subject to Section 1.5, the Initial
        Collection Agent will not extend, amend, rescind or cancel any
        Receivable.

               (j) Change in Business or Credit and Collection Policy. The
        Initial Collection Agent will not make any change in its business or in
        the Originator's Credit and Collection Policy which change would impair
        the collectibility of any Receivable.


                                   ARTICLE VI


                                 INDEMNIFICATION

     Section 6.1. Indemnities by the Seller. Without limiting any other rights
any such Person may have hereunder or under applicable law, the Seller hereby
indemnifies and holds harmless, on an after-Tax basis, the Agent, each Purchaser
Agent and each Purchaser and their respective officers, directors, agents and
employees (each an "Indemnified Party") from and against any and all damages,
losses, claims, liabilities, penalties, Taxes, costs and expenses (including
reasonable attorneys' fees and court costs) (all of the foregoing collectively,
the "Indemnified Losses") at any time imposed on or incurred by any Indemnified
Party arising out of or otherwise relating to any Transaction Document, the
transactions contemplated thereby or the acquisition of any portion of the Sold
Interest, any commingling of funds, any failure of a Lock-Box Bank to comply
with the terms of a Lock-Box Letter, any Receivables or Collections, or any
action taken or omitted by any of the Indemnified Parties (including any action
taken by the Agent as attorney-in-fact for the Seller pursuant to Section
3.5(b)), whether arising by reason of the acts to be performed by the Seller
hereunder or otherwise, excluding only Indemnified Losses to the extent (a) such
Indemnified Losses to the extent such losses result from gross negligence or
willful misconduct of the Indemnified Party seeking indemnification, (b) solely
due to the credit risk of the Obligor and for which reimbursement would
constitute recourse to the Seller or the Collection Agent for uncollected or
uncollectible Receivables or (c) such Indemnified Losses are, or include Taxes
on, or measured by, the overall net income or gross receipts of the Agent, any
Purchaser Agent or any Purchaser computed in accordance with the Intended Tax
Characterization; provided, however, that nothing contained in this sentence
shall limit the liability of the Seller or the Collection Agent or limit the
recourse of the Agent, each Purchaser Agent and each Purchaser to the Seller or
the Collection Agent for any amounts otherwise specifically provided to be paid
by the Seller or the Collection Agent hereunder. Without limiting the foregoing
indemnification, but subject to the limitation set forth in clauses (a), (b) and
(c) of the previous sentence, the Seller shall indemnify the Agent, each
Purchaser Agent and each Purchaser for Indemnified Losses (including losses in
respect of uncollectible Receivables, regardless of whether reimbursement
therefor would constitute recourse to the Seller or the Collection Agent)
relating to or resulting from:

               (i) reliance on any representation or warranty made by the Seller
        or Collection Agent (or any officers of the Seller or the Collection
        Agent) under or in connection with this Agreement, any Periodic Report
        or any other information or report



                                      -25-
<PAGE>

        delivered by the Seller or the Collection Agent pursuant hereto, which
        shall have been false or incorrect in any material respect when made or
        deemed made;

              (ii) the failure by the Seller or any Seller Entity to comply with
        any applicable law, rule or regulation with respect to any Receivable,
        or the nonconformity of any Receivable with any such applicable law,
        rule or regulation;

             (iii) the failure of the Seller to vest and maintain vested in the
        Agent, for the benefit of the Purchaser Agents and the Purchasers, a
        perfected interest in the Sold Interest and the property conveyed
        pursuant to Section 1.1(a) and Section 1.8, free and clear of any
        Adverse Claim;

              (iv) any commingling of funds to which the Agent, any Purchaser
        Agent or any Purchaser is entitled hereunder with any other funds;

               (v) failure of any Lock Box Bank (if appointed or designated by
        the Seller or if otherwise a Lock Box Bank on the date hereof) to comply
        with the terms of the applicable Lock Box Letter;

              (vi) any dispute, claim, offset or defense (other than discharge
        in bankruptcy of the Obligor) of the Obligor to the payment of any
        Receivable resulting from the sale or lease of goods or the rendering of
        services related to such Receivable or the furnishing or failure to
        furnish any such goods or services;

             (vii) any failure of the Seller or any Seller Entity to perform its
        duties or obligations in accordance with the provisions of this
        Agreement and each of the other Transaction Documents to which it is a
        party; or

            (viii) any environmental liability claim, products liability claim
        or personal injury or property damage suit or other similar or related
        claim or action of whatever sort, arising out of or in connection with
        any Receivable or any other suit, claim or action of whatever sort
        relating to any of the Transaction Documents.

     Section 6.2. Increased Cost and Reduced Return. By way of clarification,
and not of limitation, of Section 6.1, if the adoption of any applicable law,
rule or regulation not in effect as of the date hereof, or any change therein,
or any change in the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or administration
thereof, or compliance by any Funding Source, the Agent, any Purchaser Agent or
any Purchaser (collectively, the "Funding Parties") with any request or
directive (whether or not having the force of law) of any such Governmental
Authority (a "Regulatory Change") (a) subjects any Funding Party to any charge
or withholding on or in connection with a Funding Agreement or this Agreement
(collectively, the "Funding Documents") or any Receivable, (b) changes the basis
of taxation of payments to any of the Funding Parties of any amounts payable
under any of the Funding Documents (except for changes in the rate of Tax on the
overall net income of such Funding Party), (c) imposes, modifies or deems
applicable any reserve, assessment, insurance charge, special deposit or similar
requirement against assets of, deposits with or for the account



                                      -26-
<PAGE>

of, or any credit extended by, any of the Funding Parties, (d) has the effect of
reducing the rate of return on such Funding Party's capital to a level below
that which such Funding Party could have achieved but for such adoption, change
or compliance (taking into consideration such Funding Party's policies
concerning capital adequacy) or (e) imposes any other condition, and the result
of any of the foregoing is (x) to impose a cost on, or increase the cost to, any
Funding Party of its commitment under any Funding Document or of purchasing,
maintaining or funding any interest acquired under any Funding Document, (y) to
reduce the amount of any sum received or receivable by, or to reduce the rate of
return of, any Funding Party under any Funding Document or (z) to require any
payment calculated by reference to the amount of interests held or amounts
received by it hereunder, then, upon demand by the Agent, the Seller shall pay
to the Agent for the account of the Person such additional amounts as will
compensate such Agent, such Purchaser Agent or such Purchaser (or, in the case
of a Conduit Purchaser, will enable a Conduit Purchaser to compensate any
Funding Source) for such increased cost or reduction. Without limiting the
foregoing, the Seller acknowledges and agrees that the fees and other amounts
payable by the Seller to the Purchasers and the Agent have been negotiated on
the basis that the unused portion of each Committed Purchaser's Commitment is
treated as a "short term commitment" for which there is no regulatory capital
requirement. If any Committed Purchaser determines it is required to maintain
capital against its Unused Commitment (or any Purchaser is required to maintain
capital against its Investment) in excess of the amount of capital it would be
required to maintain against a funded loan in the same amount, such Purchaser
shall be entitled to compensation under this Section 6.2.

     Section 6.3. Other Costs and Expenses. Also by way of clarification, and
not of limitation, of Section 6.1, the Seller shall pay to the Agent (with
respect to amounts owned to it) or the applicable Purchaser Agent (with respect
to amounts owed to it or any Purchaser in its Purchaser Group) on demand all
costs and expenses in connection with (a) the preparation, execution, delivery
and administration (including amendments of any provision) of the Transaction
Documents, (b) the sale of the Sold Interest, (c) the perfection of the Agent's
rights in the Receivables, Related Security and Collections, (d) the enforcement
by the Agent, any Purchaser Agent or the Purchasers of the obligations of the
Seller under the Transaction Documents or of any Obligor under a Receivable and
(e) the maintenance by the Agent of the Lock-Boxes and Lock-Box Accounts,
including fees, costs and expenses of legal counsel for the Agent and each
Purchaser Agent relating to any of the foregoing or to advising the Agent, any
Purchaser Agent and any Funding Source about its rights and remedies under any
Transaction Document or any related Funding Agreement and all costs and expenses
(including counsel fees and expenses) of the Agent, each Purchaser Agent, each
Purchaser and each Funding Source in connection with the enforcement of the
Transaction Documents or any Funding Agreement and in connection with the
administration of the Transaction Documents following a Termination Event. The
Seller shall reimburse the Agent and each Conduit Purchaser for the cost of the
Agent's or such Conduit Purchaser's auditors (which may be employees of such
Person) auditing the books, records and procedures of the Seller. The Seller
shall reimburse each Conduit Purchaser for any amounts such Conduit Purchaser
must pay to any Committed Purchaser pursuant to the related Transfer Agreement,
this Agreement and the Funding Agreements related thereto on account of any Tax.
The Seller shall reimburse each Conduit Purchaser on demand for all other costs
and expenses incurred by such Conduit Purchaser or any shareholder of such
Conduit Purchaser in connection with the Transaction Documents or the
transactions



                                      -27-
<PAGE>

contemplated thereby, including the cost of auditing such Conduit Purchaser's
books by certified public accountants, the cost of the Ratings and the fees and
out-of-pocket expenses of counsel of the Agent, each Conduit Purchaser or any
shareholder, or administrator, of such Conduit Purchaser for advice relating to
such Conduit Purchaser's operation.

     Section 6.4. Withholding Taxes. (a) All payments made by the Seller
hereunder shall be made without withholding for or on account of any present or
future taxes (other than overall net income taxes on the recipient). If any such
withholding is so required, the Seller shall make the withholding, pay the
amount withheld to the appropriate authority before penalties attach thereto or
interest accrues thereon and pay such additional amount as may be necessary to
ensure that the net amount actually received by each Purchaser, each Purchaser
Agent and the Agent free and clear of such taxes (including such taxes on such
additional amount) is equal to the amount that such Purchaser, such Purchaser
Agent or the Agent (as the case may be) would have received had such withholding
not been made. If the Agent, any Purchaser Agent or any Purchaser pays any such
taxes, penalties or interest the Seller shall reimburse the Agent, Purchaser
Agent or such Purchaser for that payment on demand. If the Seller pays any such
taxes, penalties or interest, it shall deliver official tax receipts evidencing
that payment or certified copies thereof to the Purchaser, each Purchaser Agent
or the Agent on whose account such withholding was made (with a copy to the
Agent if not the recipient of the original) on or before the thirtieth day after
payment.

       (b) Before the first date on which any amount is payable hereunder for
the account of any Purchaser not incorporated under the laws of the USA such
Purchaser shall deliver to the Seller and the Agent each two (2) duly completed
copies of United States Internal Revenue Service Form W-8BEN or W-8ECI (or
successor applicable form) certifying that such Purchaser is entitled to receive
payments hereunder without deduction or withholding of any United States federal
income taxes. Each such Purchaser shall replace or update such forms when
necessary to maintain any applicable exemption and as requested by the Agent or
the Seller.

     Section 6.5. Payments and Allocations. If any Person seeks compensation
pursuant to this Article VI, such Person shall deliver to the Seller and its
Purchaser Agent a certificate setting forth the amount due to such Person, a
description of the circumstance giving rise thereto and the basis of the
calculations of such amount, which certificate shall be conclusive absent
manifest error. The Seller shall pay to the Agent amounts owed to it or to the
applicable Purchaser Agent amounts owed to such Purchaser Agent or owed to any
Purchaser in its Purchase Group, for the account of such Person the amount shown
as due on any such certificate within thirty (30) days after receipt of the
notice.


                                   ARTICLE VII


                              CONDITIONS PRECEDENT

     Section 7.1. Conditions to Closing. This Agreement shall become effective
on the first date all conditions in this Section 7.1 are satisfied. On or before
such date, the Seller (or, in the



                                      -28-
<PAGE>

case of Section 7.1(e)(ii), the Committed Purchasers) shall deliver to the Agent
the following documents in form, substance and quantity acceptable to the Agent:

               (a) A certificate of the Secretary of the Seller and each Seller
        Entity certifying (i) the resolutions of the Seller's and each Seller
        Entity's board of directors approving each Transaction Document to which
        it is a party, (ii) the name, signature, and authority of each officer
        who executes on the Seller's or each Seller Entity's behalf a
        Transaction Document (on which certificate the Agent, each Purchaser
        Agent and each Purchaser may conclusively rely until a revised
        certificate is received), (iii) the Seller's and each Seller Entity's
        certificate or articles of incorporation or limited liability company
        agreement, as applicable, certified by the Secretary or Assistant
        Secretary of such entity, (iv) a copy of the Seller's and each Seller
        Entity's by-laws and (v) good standing certificates issued by the
        Secretaries of State of each jurisdiction where the Seller and each
        Seller Entity is organized.

               (b) All instruments and other documents required, or deemed
        desirable by the Agent, to perfect the Agent's first priority interest
        in the Receivables, Related Security, Collections, the Purchase
        Agreement and the Lock-Box Accounts in all appropriate jurisdictions.

               (c) UCC search reports from all jurisdictions the Agent requests.

               (d) Executed copies of (i) all consents and authorizations
        necessary in connection with the Transaction Documents (ii) direction
        letters executed by the Seller authorizing the Agent to inspect and make
        copies from the Seller's books and records maintained at any off-site
        data processing or storage facilities, (iii) a Periodic Report covering
        the month ended August 31, 2001, and (iv) each Transaction Document.

               (e) Favorable opinions of counsel to the Seller and each Seller
        Entity covering such matters as any Purchaser Agent or the Agent may
        request.

               (f) Such other approvals, opinions or documents as the Agent or
        any Purchaser Agent may reasonably request.

     Section 7.2. Conditions to Each Purchase. The obligation of each Committed
Purchaser to make any Purchase, and the right of the Seller to request or accept
any Purchase, are subject to the conditions (and each Purchase shall evidence
the Seller's representation and warranty that clauses (a)-(d) of this Section
7.2 have been satisfied) that on the date of such Purchase before and after
giving effect to the Purchase:

               (a) no Potential Termination Event shall then exist or shall
        occur as a result of the Purchase;

               (b) the Termination Date has not occurred and, after giving
        effect to the application of the proceeds of such Purchase, the
        outstanding Matured Aggregate Investment would not exceed the Aggregate
        Commitment;


                                      -29-
<PAGE>


               (c) the representations and warranties of the Seller, each
        Originator and the Collection Agent contained herein or in any other
        Transaction Document are true and correct in all material respects on
        and as of such date (except to the extent such representations and
        warranties relate solely to an earlier date and then as of such earlier
        date);

               (d) each of the Seller and each Seller Entity is in full
        compliance with the Transaction Documents to which it is a party
        (including all covenants and agreements in Article V); and

               (e) all legal matters related to the Purchase are reasonably
        satisfactory to the Purchasers.

Nothing in this Section 7.2 limits the obligations (including those in Section
2.1) of each Related Committed Purchaser to its related Conduit Purchaser
(including any applicable Transfer Agreement).


                                  ARTICLE VIII


                                    THE AGENT

     Section 8.1. Appointment and Authorization. (a) Each Purchaser and each
Purchaser Agent hereby irrevocably designates and appoints ABN AMRO Bank N.V. as
the "Agent" under the Transaction Documents and authorizes the Agent to take
such actions and to exercise such powers as are delegated to the Agent hereby
and to exercise such other powers as are reasonably incidental thereto. The
Agent shall hold, in its name, for the benefit of each Purchaser, the Purchase
Interest of such Purchaser. The Agent shall not have any duties other than those
expressly set forth in the Transaction Documents or any fiduciary relationship
with any Purchaser, and no implied obligations or liabilities shall be read into
any Transaction Document, or otherwise exist, against the Agent. The Agent does
not assume, nor shall it be deemed to have assumed, any obligation to, or
relationship of trust or agency with, the Seller. Notwithstanding any provision
of this Agreement or any other Transaction Document, in no event shall the Agent
ever be required to take any action which exposes the Agent to personal
liability or which is contrary to the provision of any Transaction Document or
applicable law.

       (b) Each Purchaser hereby irrevocably designates and appoints the
respective institution identified on the applicable signature page hereto or in
the related Transfer Supplement (as applicable) as its Purchaser Agent
hereunder, and each authorizes such Purchaser Agent to take such action on its
behalf under the provisions of this Agreement and to exercise such powers and
perform such duties as are expressly delegated to such Purchaser Agent by the
terms of this Agreement, if any, together with such other powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
elsewhere in this Agreement, no Purchaser Agent shall have any duties or
responsibilities, except those expressly set forth herein, or any fiduciary
relationship with any Purchaser or other Purchaser Agent or the Agent, and no
implied obligations or liabilities on the part of such Purchaser Agent shall be
read into this Agreement or



                                      -30-
<PAGE>

otherwise exist against such Purchaser Agent. No Purchaser Agent assumes, nor
shall it be deemed to have assumed, any obligation to, or relationship of trust
or agency with, the Seller.

     Section 8.2. Delegation of Duties. The Agent and each Purchaser Agent may
execute any of its duties through agents or attorneys-in-fact and shall be
entitled to advice of counsel concerning all matters pertaining to such duties.
Neither the Agent nor any Purchaser Agent shall be responsible for the
negligence or misconduct of any agents or attorneys-in-fact selected by it with
reasonable care.

     Section 8.3. Exculpatory Provisions. None of the Agent, any Purchaser Agent
or any of their respective directors, officers, agents or employees shall be
liable for any action taken or omitted (i) with the consent or at the direction
of the Instructing Group or (ii) in the absence of such Persons gross negligence
or willful misconduct. Neither the Agent nor any Purchaser Agent shall be
responsible to any Purchaser or other Person for any recitals, representations,
warranties or other statements made by the Seller, any Seller Entity or any of
its Affiliates, (ii) the value, validity, effectiveness, genuineness,
enforceability or sufficiency of any Transaction Document, (iii) any failure of
the Seller, and Seller Entity or any of its Affiliates to perform any obligation
or (iv) the satisfaction of any condition specified in Article VII. Neither the
Agent nor any Purchaser Agent shall have any obligation to any Purchaser to
ascertain or inquire about the observance or performance of any agreement
contained in any Transaction Document or to inspect the properties, books or
records of the Seller, any Seller Entity or any of its Affiliates.

     Section 8.4. Reliance by Agent and Purchaser Agents. (a) The Agent and each
Purchaser Agent shall in all cases be entitled to rely, and shall be fully
protected in relying, upon any document, other writing or conversation believed
by it to be genuine and correct and to have been signed, sent or made by the
proper Person and upon advice and statements of legal counsel (including counsel
to the Seller), independent accountants and other experts selected by the Agent
or such Purchaser Agent. The Agent and each Purchaser Agent shall in all cases
be fully justified in failing or refusing to take any action under any
Transaction Document unless it shall first receive such advice or concurrence of
the Purchasers, and assurance of its indemnification, as it deems appropriate.

       (b) The Agent shall in all cases be fully protected in acting, or in
refraining from acting, under this Agreement in accordance with a request of the
Instructing Group, and such request and any action taken or failure to act
pursuant thereto shall be binding upon all Purchasers, the Agent and Purchaser
Agents.

       (c) Each Purchaser Agent shall determine with its Purchaser Group the
number of such Purchasers (each, a "Voting Block"), which shall be required to
request or direct such Purchaser Agent to take action, or refrain from taking
action, under this Agreement on behalf of such Purchasers. Such Purchaser Agent
shall in all cases be fully protected in acting, or in refraining from acting,
under this Agreement in accordance with a request of its appropriate Voting
Block, and such request and any action taken or failure to act pursuant thereto
shall be binding upon all of such Purchaser Agent's Purchasers.



                                      -31-
<PAGE>

       (d) Unless otherwise advised in writing by a Purchaser Agent or by any
Purchaser on whose behalf such Purchaser Agent is purportedly acting, each party
to this Agreement may assume that (i) such Purchaser Agent is acting for the
benefit and on behalf of each of the Purchasers in respect of which such
Purchaser Agent is identified as being the "Purchaser Agent" in the definition
of "Purchaser Agent" hereto, as well as for the benefit of each assignee or
other transferee from any such Person, and (ii) each action taken by such
Purchaser Agent has been duly authorized and approved by all necessary action on
the part of the Purchasers on whose behalf it is purportedly acting. Each
Purchaser Agent and the Purchasers in its Purchaser Group shall agree amongst
themselves as to the circumstances and procedures for removal and resignation of
such Purchaser Agent.

     Section 8.5. Assumed Payments. Unless the Agent shall have received notice
from the applicable Purchaser Agent before the date of any Incremental Purchase
that the applicable Purchaser Group will not make available to the Agent the
amount it is scheduled to remit as part of such Incremental Purchase, the Agent
may assume such Purchaser Group has made such amount available to the Agent when
due (an "Assumed Payment") and, in reliance upon such assumption, the Agent may
(but shall have no obligation to) make available such amount to the appropriate
Person. If and to the extent that any Purchaser in a Purchaser Group shall not
have made its Assumed Payment available to the Agent, such Purchaser and the
Seller hereby agree to pay the Agent forthwith on demand such unpaid portion of
such Assumed Payment up to the amount of funds actually paid by the Agent,
together with interest thereon for each day from the date of such payment by the
Agent until the date the requisite amount is repaid to the Agent, at a rate per
annum equal to the Federal Funds Rate for the first three days such amounts are
past due and thereafter at a rate per annum equal to the Federal Funds Rate plus
2%.

     Section 8.6. Notice of Termination Events. Neither any Purchaser Agent nor
the Agent shall be deemed to have knowledge or notice of the occurrence of any
Potential Termination Event unless the Agent or such Purchaser Agent has
received notice from any Purchaser or the Seller stating that a Potential
Termination Event has occurred hereunder and describing such Potential
Termination Event. If the Agent receives such a notice, it shall promptly give
notice thereof to each Purchaser Agent whereupon each Purchaser Agent shall
promptly give notice thereof to the members of its Purchaser Group. If a
Purchaser Agent receives such a notice from any Person other than the Agent, it
shall promptly give notice thereof to the Agent and each Purchaser Agent
whereupon each Purchaser Agent shall promptly give notice thereof to the members
of its Purchaser Group. The Agent shall take such action concerning a Potential
Termination Event as may be directed by the Instructing Group (or, if required
for such action, all of the Purchasers), but until the Agent receives such
directions, the Agent may (but shall not be obligated to) take such action, or
refrain from taking such action, as the Agent deems advisable and in the best
interests of the Purchasers.

     Section 8.7. Non-Reliance on Agent and Other Purchasers. Each Purchaser
expressly acknowledges that none of the Agent, the Purchaser Agents nor any of
their respective officers, directors, employees, agents, attorneys-in-fact or
Affiliates has made any representations or warranties to it and that no act by
the Agent hereafter taken, including any review of the affairs of the Seller or
any Seller Entity, shall be deemed to constitute any representation or warranty
by the Agent. Each Purchaser represents and warrants to the Agent and the
Purchaser Agents that,



                                      -32-
<PAGE>

independently and without reliance upon the Agent, any Purchaser Agent or any
other Purchaser and based on such documents and information as it has deemed
appropriate, it has made and will continue to make its own appraisal of and
investigation into the business, operations, property, prospects, financial and
other conditions and creditworthiness of the Seller, the Seller Entities and the
Receivables and its own decision to enter into this Agreement and to take, or
omit, action under any Transaction Document. The Agent shall deliver each month
to any Purchaser that so requests a copy of the Periodic Report(s) received
covering the preceding calendar month. Except for items specifically required to
be delivered hereunder, the Agent shall not have any duty or responsibility to
provide any Purchaser or any Purchaser Agent with any information concerning the
Seller, any Seller Entity or any of its Affiliates that comes into the
possession of the Agent or any of its officers, directors, employees, agents,
attorneys-in-fact or Affiliates.

     Section 8.8. Agent, Purchaser Agents and Affiliates. The Agent, each
Purchaser Agent and their respective Affiliates may extend credit to, accept
deposits from and generally engage in any kind of business with the Seller, any
Seller Entity or any of their Affiliates and ABN AMRO may exercise or refrain
from exercising its rights and powers as if it were not the Agent. The parties
acknowledge that ABN AMRO acts as agent for Amsterdam and subagent for
Amsterdam's management company in various capacities, as well as providing
credit facilities and other support for Amsterdam not contained in the
Transaction Documents.

     Section 8.9. Indemnification. Each Purchaser Group shall indemnify and hold
harmless the Agent and its officers, directors, employees, representatives and
agents (to the extent not reimbursed by the Seller or any Seller Entity and
without limiting the obligation of the Seller or any Seller Entity to do so),
ratably in accordance with its Ratable Share from and against any and all
liabilities, claims, obligations, losses, damages, penalties, costs, expenses
and disbursements of any kind whatsoever that may at any time be imposed on,
incurred by or asserted against the Agent or such Person as a result of or
related to, any of the transactions contemplated by the Transaction Documents or
the execution, delivery or performance of the Transaction Documents or any other
document furnished in connection therewith (but excluding any such liabilities,
claims, obligations, losses, damages, penalties, costs, expenses or
disbursements resulting solely from the gross negligence or willful misconduct
of the Agent or such Person as finally determined by a court of competent
jurisdiction).

    Section 8.10. Successor Agent. The Agent may, upon at least five (5) days
notice to the Seller and each Purchaser Agent, resign as Agent. Such resignation
shall not become effective until a successor agent is appointed by an
Instructing Group and has accepted such appointment. Upon such acceptance of its
appointment as Agent hereunder by a successor Agent, such successor Agent shall
succeed to and become vested with all the rights and duties of the retiring
Agent, and the retiring Agent shall be discharged from its duties and
obligations under the Transaction Documents. After any retiring Agent's
resignation hereunder, the provisions of Article VI and this Article VIII shall
inure to its benefit as to any actions taken or omitted to be taken by it while
it was the Agent.

                                      -33-
<PAGE>


                                   ARTICLE IX


                                  MISCELLANEOUS

     Section 9.1. Termination. Each Conduit Purchaser shall cease to be a party
hereto when the Termination Date has occurred, such Conduit Purchaser holds no
Investment and all amounts payable to it hereunder have been indefeasibly paid
in full. This Agreement shall terminate following the Termination Date when no
Investment is held by a Purchaser and all other amounts payable hereunder have
been indefeasibly paid in full, but the rights and remedies of the Agent, each
Purchaser Agent and each Purchaser concerning any representation, warranty or
covenant made, or deemed to be made, by the Seller, and under Section 3.9,
Article VI, Section 8.9, Section 9.12 and Section 9.13, shall survive such
termination.

     Section 9.2. Notices. Unless otherwise specified, all notices and other
communications hereunder shall be in writing (including by telecopier or other
facsimile communication), given to the appropriate Person at its address or
telecopy number set forth on the signature pages hereof or at such other address
or telecopy number as such Person may specify, and effective when received at
the address specified by such Person. Each party hereto, however, authorizes the
Agent and each Purchaser Agent to act on telephone notices of Purchases and
Discount Rate and Tranche Period selections from any person the Agent or such
Purchaser Agent in good faith believes to be acting on behalf of the relevant
party and, at the Agent's or such Purchaser Agent's option, to tape record any
such telephone conversation. Each party hereto agrees to deliver promptly to the
Agent and each Purchaser Agent a confirmation of each telephone notice given or
received by such party (signed by an authorized officer of such party), but the
absence of such confirmation shall not affect the validity of the telephone
notice. The Agent's or such Purchaser Agent's records of all such conversations
shall be deemed correct and, if the confirmation of a conversation differs in
any material respect from the action taken by the Agent or such Purchaser Agent,
the records of the Agent or such Purchaser Agent shall govern absent manifest
error. The number of days for any advance notice required hereunder may be
waived (orally or in writing) by the Person receiving such notice and, in the
case of notices to the Agent or such Purchaser Agent, the consent of each Person
to which the Agent or such Purchaser Agent is required to forward such notice.

     Section 9.3. Payments and Computations. Notwithstanding anything herein to
the contrary, any amounts to be paid or transferred by the Seller or the
Collection Agent to, or for the benefit of, any Purchaser, or any other Person
shall be paid or transferred to the Agent or the appropriate Purchaser Agent
(for the benefit of such Purchaser or other Person). The Agent or the
appropriate Purchaser Agent shall promptly (and, if reasonably practicable, on
the day it receives such amounts) forward each such amount to the Person
entitled thereto and such Person shall apply the amount in accordance herewith.
All amounts to be paid or deposited hereunder shall be paid or transferred on
the day when due in immediately available Dollars (and, if due from the Seller
or Collection Agent, by 11:00 a.m. (Chicago time), with amounts received after
such time being deemed paid on the Business Day following such receipt). The
Seller hereby authorizes the Agent to debit the Seller Account for application
to any amounts owed by the Seller hereunder. The Seller shall, to the extent
permitted by law, pay to the Agent or the appropriate Purchaser Agent upon
demand, for the account of the applicable Person, interest on



                                      -34-
<PAGE>

all amounts not paid or transferred by the Seller or the Collection Agent when
due hereunder at a rate equal to the Prime Rate plus 1%, calculated from the
date any such amount became due until the date paid in full. Any payment or
other transfer of funds scheduled to be made on a day that is not a Business Day
shall be made on the next Business Day, and any Discount Rate or interest rate
accruing on such amount to be paid or transferred shall continue to accrue to
such next Business Day. All computations of interest, fees and Discount shall be
calculated for the actual days elapsed based on a 360 day year.

     Section 9.4. Sharing of Recoveries. Each Purchaser agrees that if it
receives any recovery, through set-off, judicial action or otherwise, on any
amount payable or recoverable hereunder in a greater proportion than should have
been received hereunder or otherwise inconsistent with the provisions hereof,
then the recipient of such recovery shall purchase for cash an interest in
amounts owing to the other Purchasers (as return of Investment or otherwise),
without representation or warranty except for the representation and warranty
that such interest is being sold by each such other Purchaser free and clear of
any Adverse Claim created or granted by such other Purchaser, in the amount
necessary to create proportional participation by the Purchasers in such
recovery (as if such recovery were distributed pursuant to Section 2.3). If all
or any portion of such amount is thereafter recovered from the recipient, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery, but without interest.

     Section 9.5. Right of Setoff. During a Termination Event, each Purchaser is
hereby authorized (in addition to any other rights it may have) to setoff,
appropriate and apply (without presentment, demand, protest or other notice
which are hereby expressly waived) any deposits and any other indebtedness held
or owing by such Purchaser (including by any branches or agencies of such
Purchaser) to, or for the account of, the Seller against amounts owing by the
Seller hereunder (even if contingent or unmatured).

     Section 9.6. Amendments. Except as otherwise expressly provided herein, no
amendment or waiver hereof shall be effective unless signed by the Seller and
the Instructing Group. In addition, no amendment of any Transaction Document
shall, without the consent of (a) all the Related Committed Purchasers, (i)
extend the Termination Date (including an extension effected through a waiver of
a Termination Event) or the date of any payment or transfer of Collections by
the Seller to the Collection Agent or by the Collection Agent to the Agent, (ii)
reduce the rate or extend the time of payment of Discount for any Eurodollar
Tranche or Prime Tranche, (iii) reduce or extend the time of payment of any fee
payable to the Related Committed Purchasers, (iv) except as provided herein,
release, transfer or modify any Committed Purchaser's Purchase Interest or
change any Commitment, (v) amend the definition of Instructing Group,
Termination Event or Section 1.1, 1.2, 1.5, 1.8, 2.1, 2.2, 2.3, 6.1, 6.2, 6.3,
6.4, 7.2 or 9.6 or any provision of the Limited Guaranty, (vi) consent to the
assignment or transfer by the Seller or any Originator of any interest in the
Receivables other than transfers hereunder, or (vii) amend any defined term
relevant to the restrictions in clauses (i) through (vi) in a manner which would
circumvent the intention of such restrictions or (b) the Agent and each affected
Purchaser Agent, amend any provision hereof if the effect thereof is to affect
the indemnities to, or the rights or duties of, the Agent or any Purchaser Agent
or to reduce any fee payable for the Agent's or such Purchaser Agent's own
account. Notwithstanding the foregoing, the amount of any fee or other payment
due and payable from the Seller to any Person may be



                                      -35-
<PAGE>

changed or otherwise adjusted solely with the consent of the Seller and the
party to which such payment is payable. Any amendment hereof shall apply to each
Purchaser equally and shall be binding upon the Seller, the Purchasers, each
Purchaser Agent and the Agent. If required by the Rating Agencies for any
Conduit Purchaser, no material amendment hereof or assignment, termination,
resignation or removal hereunder shall be effective unless a statement is
obtained from the applicable Rating Agencies that its Rating will not be
downgraded, withdrawn or suspended as a result of such amendment, assignment,
termination, resignation or removal.

     Section 9.7. Waivers. No failure or delay of the Agent, any Purchaser Agent
or any Purchaser in exercising any power, right, privilege or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right, privilege or remedy preclude any other or further
exercise thereof or the exercise of any other power, right, privilege or remedy.
Any waiver hereof shall be effective only in the specific instance and for the
specific purpose for which such waiver was given; provided that any waiver of a
Termination Event shall be in writing. After any waiver, the Seller, the
Purchasers, the Purchaser Agents and the Agent shall be restored to their former
position and rights and any Potential Termination Event waived shall be deemed
to be cured and not continuing, but no such waiver shall extend to (or impair
any right consequent upon) any subsequent or other Potential Termination Event.
Any additional Discount that has accrued after a Termination Event before the
execution of a waiver thereof, solely as a result of the occurrence of such
Termination Event, may be waived by the Agent or related Purchaser Agent at the
direction of the Purchaser entitled thereto.

     Section 9.8. Successors and Assigns; Participations; Assignments. (a)
Successors and Assigns. This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
Except as otherwise provided herein, the Seller may not assign or transfer any
of its rights or delegate any of its duties without the prior consent of the
Agent and the Purchasers Agents.

       (b) Participations. Any Purchaser may sell to one or more Persons
affiliated with the Purchaser without the prior consent of the Seller, and to
one or more other Persons with the prior consent of the Seller (which consent
shall not be unreasonably withheld) (each a "Participant") participating
interests in the interests of such Purchaser hereunder and under the applicable
Transfer Agreement. Such Purchaser shall remain solely responsible for
performing its obligations hereunder, and the Seller, the applicable Purchaser
Agent and the Agent shall continue to deal solely and directly with such
Purchaser in connection with such Purchaser's rights and obligations hereunder
and under the applicable Transfer Agreement. Each Participant shall be entitled
to the benefits of Article VI and shall have the right of setoff through its
participation in amounts owing hereunder and under the applicable Transfer
Agreement to the same extent as if it were a Purchaser hereunder and under the
applicable Transfer Agreement, which right of setoff is subject to such
Participant's obligation to share with the Purchasers as provided in Section
9.4. A Purchaser shall not agree with a Participant to restrict such Purchaser's
right to agree to any amendment hereto or to the applicable Transfer Agreement,
except amendments described in clause (a) of Section 9.6.

       (c) Assignments by Related Committed Purchasers. Any Related Committed
Purchaser may assign to one or more Persons ("Purchasing Committed Purchasers"),
acceptable to the



                                      -36-
<PAGE>

applicable Purchaser Agent in its sole discretion and, prior to the occurrence
of a Termination Event, subject to the prior written consent of the Seller
(which consent will not be unreasonably withheld) any portion of its Commitment
as a Related Committed Purchaser hereunder and under the applicable Transfer
Agreement and Purchase Interest pursuant to a supplement hereto and to the
Transfer Agreement (a "Transfer Supplement") in form satisfactory to the
applicable Purchaser Agent executed by each such Purchasing Committed Purchaser,
such selling Committed Purchaser and the applicable Purchaser Agent. Any such
assignment by a Related Committed Purchaser must be for an amount of at least
Ten Million Dollars. Each Purchasing Committed Purchaser shall pay a fee of
Three Thousand Dollars to the applicable Purchaser Agent. Any partial assignment
shall be an assignment of an identical percentage of such selling Related
Committed Purchaser Investment and its Commitment as a Related Committed
Purchaser hereunder and under any applicable Transfer Agreement. Upon the
execution and delivery to the applicable Purchaser Agent of the Transfer
Supplement and payment by the Purchasing Committed Purchaser to the selling
Related Committed Purchaser of the agreed purchase price, such selling Related
Committed Purchaser shall be released from its obligations hereunder and under
the applicable Transfer Agreement to the extent of such assignment and such
Purchasing Committed Purchaser shall for all purposes be a Related Committed
Purchaser party hereto and shall have all the rights and obligations of a
Related Committed Purchaser hereunder to the same extent as if it were an
original party hereto and to the applicable Transfer Agreement with a Commitment
as a Related Committed Purchaser, any Investment and any related Assigned
Settlement described in the Transfer Supplement.

       (d) Replaceable Related Committed Purchaser. If any Related Committed
Purchaser other than a Committed Purchaser (including ABN AMRO) that provides
program enhancement to a Conduit Purchaser (a "Replaceable Purchaser") shall (i)
petition the Seller for any amounts under Section 6.2 or 6.4 or (ii) have a
short-term debt rating lower than the "A-1" by S&P and "P-1" by Moody's, and, if
the commercial paper of the applicable Conduit Purchaser is rated by Fitch, "F1"
by Fitch, the Seller or applicable Conduit Purchaser may designate a replacement
financial institution (a "Replacement Related Committed Purchaser") acceptable
to the Agent and the applicable Conduit Purchaser, in its sole discretion and,
prior to the occurrence of a Termination Event, subject to the prior written
consent of the Seller (which consent will not be unreasonably withheld) to which
such Replaceable Related Committed Purchaser shall, subject to its receipt of an
amount equal to its Investment, any related Assigned Settlement, and accrued
Discount and fees thereon (plus, from the Seller, any Early Payment Fee that
would have been payable if such transferred Investment had been paid on such
date) and all amounts payable under Section 6.2, promptly assign all of its
rights, obligations and Commitment hereunder and under the applicable Transfer
Agreement, together with all of its Purchase Interest, and any related Assigned
Settlement, to the Replacement Related Committed Purchaser in accordance with
Section 9.8(c).

       (e) Assignment by Conduit Purchasers. Each party hereto agrees and
consents (i) to each Conduit Purchaser's assignment, participation, grant of
security interests in or other transfers of any portion of not less than
$25,000,000 of, or any of its beneficial interest in, the Purchase Interest and
the related Assigned Settlement and (ii) to the complete assignment by such
Conduit Purchaser of all of its rights and obligations hereunder to any Person
reasonably acceptable to Agent, and upon such assignment such Conduit Purchaser
shall be released from



                                      -37-
<PAGE>

all obligations and duties hereunder; provided, however, that a Conduit
Purchaser may not, without the prior consent of its Related Committed Purchaser,
transfer any of its rights under the related Transfer Agreement to cause its
Related Committed Purchaser to purchase the Purchaser Interest of such Conduit
Purchaser and the Assigned Settlement unless the assignee (i) is a corporation
whose principal business is the purchase of assets similar to the Receivables,
(ii) has the related Purchaser Agent as its administrative agent and (iii)
issues commercial paper with credit ratings substantially comparable to the then
current ratings of such Conduit Purchaser. Each new Conduit Purchaser shall pay
a fee of Three Thousand Dollars to the Agent. Each Conduit Purchaser shall
notify the Seller prior to any such assignment and shall promptly notify each
other party hereto of any such assignment. Upon such an assignment of any
portion of a Conduit Purchaser's Purchase Interest and the related Assigned
Settlement and the payment to the Agent of the fee specified above, the assignee
shall have all of the rights of such Conduit Purchaser hereunder relate to such
Purchase Interest and related Assigned Settlement.

       (f) Opinions of Counsel. If required by the Agent or any Purchaser Agent
or to maintain the Ratings, each Transfer Supplement must be accompanied by an
opinion of counsel of the assignee as to such matters as the Agent or such
Purchaser Agent may reasonably request.

     Section 9.9. Waiver of Confidentiality. The Seller hereby consents to the
disclosure of any nonpublic information relating thereto among the Agent, the
Purchaser Agents and the Purchasers and by the Agent, the Purchaser Agents or
the Purchasers to (i) any officers, directors, members, managers, employees or
outside accountants, auditors or attorneys thereof, (ii) any prospective or
actual assignee or participant, (iii) any rating agency, surety, guarantor or
credit or liquidity enhancer to the Agent, any Purchaser Agent or any Purchaser,
(iv) any entity organized to purchase, or make loans secured by, financial
assets for which a Purchaser Agent provides managerial services or acts as an
administrative agent, (v) any Conduit Purchaser's administrator, management
company, referral agents, issuing agents or depositaries or CP Dealers and (vi)
Governmental Authorities with appropriate jurisdiction.

    Section 9.10. Confidentiality of Agreement. (a) Unless otherwise required by
applicable law, order of any court or administrative agency, or otherwise by any
governmental authority, the Seller agrees to maintain the confidentiality of the
Transaction Documents (and all drafts thereof) in its communications with third
parties and otherwise; provided, however, that the Transaction Documents may be
disclosed to third parties to the extent such disclosure is (i) required in
connection with a sale of receivables of Seller, (ii) made solely to Persons who
are legal counsel for the purchaser of such receivables, and (iii) made pursuant
to a written agreement of confidentiality in form and substance reasonably
satisfactory to the Agent and each Purchaser Agent; provided further, however,
that the Transaction Documents may be disclosed to the Seller's legal counsel
and independent auditors; and provided further, however, that neither the Seller
nor the Collection Agent have any obligation of confidentiality in respect of
any information which may be generally available to the public or becomes
available to the public through no fault of the Seller or the Collection Agent.

       (b) Unless otherwise required by applicable law, order of any court or
administrative agency, or otherwise by any Governmental Authority, the Agent and
each Purchaser Agent agree to maintain the confidentiality, in its
communications with third parties and otherwise, of any



                                      -38-
<PAGE>

information regarding the Seller obtained in connection with the Transaction
Documents which has been identified by the Seller to the Agent as confidential
in nature (the "Confidential Material"); provided, however, that the
Confidential Material may be disclosed to third parties to the extent such
disclosure is (i) to a Rating Agency, (ii) required in connection with the
exercise of any remedy hereunder or under any related documents, instruments and
agreements, or (iii) to any actual or proposed participant or assignee of all or
part of its rights hereunder, or an actual or proposed liquidity or enhancement
provider, in each case which has agreed in writing to be bound by the provisions
of this Section, or (iv) to any Committed Purchaser; provided further, however,
that the Transaction Documents may be disclosed to each of the Purchaser Agent's
and the Agent's respective legal counsel and independent auditors; and provided
further, however, that the Agent and each Purchaser Agent shall not have any
obligation of confidentiality in respect of any information which may be
generally available to the public or becomes available to the public through no
fault of such Person.

    Section 9.11. Agreement Not to Petition. Each party hereto agrees, for the
benefit of the holders of the privately or publicly placed indebtedness for
borrowed money for each Conduit Purchaser, not, prior to the date which is one
(1) year and one (1) day after the payment in full of all such indebtedness, to
acquiesce, petition or otherwise, directly or indirectly, encourage, assist,
join, invoke, or cause such Conduit Purchaser to invoke, the process of any
Governmental Authority for the purpose of (a) commencing or sustaining a case
against such Conduit Purchaser under any federal or state bankruptcy, insolvency
or similar law (including the Federal Bankruptcy Code), (b) appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official for such Conduit Purchaser, or any substantial part of its
property, or (c) ordering the winding up or liquidation of the affairs of such
Conduit Purchaser.

    Section 9.12. Excess Funds. Other than amounts payable under Section 9.4,
each Conduit Purchaser shall be required to make payment of the amounts required
to be paid pursuant hereto only if such Conduit Purchaser has Excess Funds (as
defined below). If such Conduit Purchaser does not have Excess Funds, the excess
of the amount due hereunder (other than pursuant to Section 9.4) over the amount
paid shall not constitute a "claim" (as defined in Section 101(5) of the Federal
Bankruptcy Code) against such Conduit Purchaser until such time as such Conduit
Purchaser has Excess Funds. If such Conduit Purchaser does not have sufficient
Excess Funds to make any payment due hereunder (other than pursuant to Section
9.4), then such Conduit Purchaser may pay a lesser amount and make additional
payments that in the aggregate equal the amount of deficiency as soon as
possible thereafter. The term "Excess Funds" means the excess of (a) the
aggregate projected value of such Conduit Purchaser's assets and other property
(including cash and cash equivalents), over (b) the sum of (i) the sum of all
scheduled payments of principal, interest and other amounts payable on publicly
or privately placed indebtedness of such Conduit Purchaser for borrowed money,
plus (ii) the sum of all other liabilities, indebtedness and other obligations
of such Conduit Purchaser for borrowed money or owed to any credit or liquidity
provider, together with all unpaid interest then accrued thereon, plus (iii) all
taxes payable by such Conduit Purchaser to the Internal Revenue Service, plus
(iv) all other indebtedness, liabilities and obligations of such Conduit
Purchaser then due and payable, but the amount of any liability, indebtedness or
obligation of such Conduit Purchaser shall not exceed the projected value of the
assets to which recourse for such liability, indebtedness or obligation is
limited. Excess Funds shall be calculated once each Business Day.


                                      -39-
<PAGE>

    Section 9.13. No Recourse. The obligations of each Conduit Purchaser, their
respective management companies, their respective administrators and referral
agents (each a "Program Administrator") under any Transaction Document or other
document (each, a "Program Document") to which a Program Administrator is a
party are solely the corporate obligations of such Program Administrator and no
recourse shall be had for such obligations against any Affiliate, director,
officer, member, manager, employee, attorney or agent of any Program
Administrator.

    Section 9.14. Headings; Counterparts. Article and Section Headings in this
Agreement are for reference only and shall not affect the construction of this
Agreement. This Agreement may be executed by different parties on any number of
counterparts, each of which shall constitute an original and all of which, taken
together, shall constitute one and the same agreement.

    Section 9.15. Cumulative Rights and Severability. All rights and remedies of
the Purchasers, the Purchaser Agents and Agent hereunder shall be cumulative and
non-exclusive of any rights or remedies such Persons have under law or
otherwise. Any provision hereof that is prohibited or unenforceable in any
jurisdiction shall, in such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof and without affecting such provision in any other jurisdiction.

    Section 9.16. Governing Law; Submission to Jurisdiction. THIS AGREEMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND
NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS. THE SELLER HEREBY SUBMITS TO
THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF ILLINOIS AND OF ANY ILLINOIS STATE COURT SITTING IN
CHICAGO, ILLINOIS FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF, OR
RELATING TO, THE TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY.
The Seller hereby irrevocably waives, to the fullest extent permitted by law,
any objection it may now or hereafter have to the venue of any such proceeding
and any claim that any such proceeding has been brought in an inconvenient
forum. Nothing in this Section 9.16 shall affect the right of the Agent, any
Purchaser Agent or any Purchaser to bring any action or proceeding against the
Seller or its property in the courts of other jurisdictions.

    Section 9.17. Waiver of Trial by Jury. To the extent permitted by applicable
law, each party hereto irrevocably waives all right of trial by jury in any
action, proceeding or counterclaim arising out of, or in connection with, any
transaction document or any matter arising thereunder.

    Section 9.18. Intended Tax Characterization. It is the intention of the
parties hereto that, for the purposes of all Taxes, the transactions
contemplated hereby shall be treated as a loan by the Purchasers (through the
Agent) to the Seller that is secured by the Receivables (the "Intended Tax
Characterization"). The parties hereto agree to report and otherwise to act for
the purposes of all Taxes in a manner consistent with the Intended Tax
Characterization.

    Section 9.19. Entire Agreement. The Transaction Documents constitute the
entire understanding of the parties thereto concerning the subject matter
thereof. Any previous or



                                      -40-
<PAGE>

contemporaneous agreements, whether written or oral, concerning such matters are
superceded thereby.

    Section 9.20. Extensions of Scheduled Termination Date. Not more than 90
days, but prior to 75 days before the Scheduled Termination Date then in effect,
the Seller may request that each Committed Purchaser extend its Commitment for
an additional 364 days. Each Committed Purchaser shall respond to such request
not later than 45 days before the then Scheduled Termination Date. If, by the
date 45 days before the then Scheduled Termination Date, any Committed Purchaser
(a "Non-Consenting Purchaser") has not notified the Agent it agrees to so extend
its Commitment for an additional 364 day period, unless any other Committed
Purchaser (including any Person who thereby becomes a Committed Purchaser)
assumes the Commitment of each such Non-Consenting Lender on or before the date
45 days before the then Scheduled Termination Date and agrees to extend such
Commitment for an additional 364 day period, the Scheduled Termination Date
shall not be extended. If all Committed Purchasers agree to extend the Scheduled
Termination Date, or if the Commitment of each Non-Consenting Purchaser is
assumed by another Committed Purchaser pursuant to the preceding sentence, the
Scheduled Termination Date shall be extended for an additional 364 day period.
Otherwise the Scheduled Termination Date shall take place as scheduled.






                                      -41-
<PAGE>

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.


ABN AMRO BANK N.V., as the Agent               AMSTERDAM FUNDING CORPORATION,
                                                 as a Conduit Purchaser



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

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

<TABLE>
<S>                                           <C>
Address:                                       Address:

Structured Finance, Asset Securitization       Global Securitization Services, LLC
135 South LaSalle Street                       114 West 47th Street
Chicago, Illinois 60674-9135                   New York, New York 10036
Attention:  Purchaser Agent-Amsterdam          Attention:  Andrew Stidd
Telephone:  (312) 904-2737                     Telephone:  (212) 302-5151
Telecopy:  (312) 904-6376                      Telecopy:  (212) 302-8767



ABN AMRO BANK N.V., as a                       with a copy to:
    Committed Purchaser                        ABN AMRO BANK N.V.
                                               Address: Structured Finance,
                                                        Asset Securitization
                                                        135 South LaSalle Street
By:                                                     Chicago, Illinois 60674-9135
   --------------------------------                     Attention:  Administrator-
    Title:                                                          Amsterdam
          -------------------------                     Telephone:  (312) 904-2737
                                                        Telecopy:  (312) 904-6376
By:
   --------------------------------
    Title:
          -------------------------

Address:

Structured Finance, Asset Securitization
135 South LaSalle Street
Chicago, Illinois 60674-9135
Attention:  Purchaser Agent-Amsterdam
Telephone:  (312) 904-2737
Telecopy:  (312) 904-6376
</TABLE>


                               Signature Page for
                           Receivables Sale Agreement

<PAGE>


<TABLE>
<S>                                             <C>
GIRO BALANCED FUNDING CORPORATION,               BAYERISCHE LANDESBANK, New York Branch,
  as a Conduit Purchaser                          as a Purchaser Agent



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

Address:  114 West 47th Street, Suite 1715       By:
          New York, New York  10036                 ------------------------------------------
          Attention:  Tony Wong -                    Title:
                      Vice President                       -----------------------------------
          Telephone:  (212)302-5151              Address:  560 Lexington Avenue
          Telecopy:  (212)302-8767                         New York, New York  10022
                                                           Attention:  Corporate Lending
                                                           Telephone:  (212) 230-9012
                                                           Telecopy:  (212) 310-9868


                                                 BAYERISCHE LANDESBANK, Cayman Islands Branch,
                                                  as a Committed Purchaser



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

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

                                                 Address:  560 Lexington Avenue
                                                           New York, New York  10022
                                                           Attention:  Corporate Lending
                                                           Telephone:  (212) 230-9012
                                                           Telecopy:  (212) 310-9868

</TABLE>

                               Signature Page for
                           Receivables Sale Agreement


<PAGE>




<TABLE>
<S>                                              <C>
ATLANTIC ASSET SECURITIZATION                    CREDIT LYONNAIS, acting through its
    CORP., as a Conduit Purchaser                  New York Branch, as a Purchaser Agent and a
                                                   Committed Purchaser



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

Address:  c/o Credit Lyonnais                    Address:  1301 Avenue of the Americas
          1301 Avenue of the Americas                      New York, New York  10019-6022
          New York, New York  10019-6022                   Attn:  Ms. Konstantina Kourmpetis-
          Attn:  Ms. Konstantina Kourmpetis-                     Transaction Manager /
                 Transaction Manager/Structured                  Structured Finance
                 Finance                                   Telephone:  212-261-7814
          Telephone:  212-261-7814                         Telecopy:  212-459-3258
          Telecopy:  212-459-3258
</TABLE>



                               Signature Page for
                           Receivables Sale Agreement


<PAGE>





ARVINMERITOR RECEIVABLES
CORPORATION, as the Seller


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

Address:  2135 West Maple Road
          Troy, Michigan 48084

          Attention:
                    ------------------------
          Telephone:
                    ------------------------
          Telecopy:
                   -------------------------



ARVINMERITOR, INC., as the Initial
  Collection Agent


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

Address:  2135 West Maple Road
          Troy, Michigan 48084

          Attention:
                    ------------------------
          Telephone:
                    ------------------------
          Telecopy:
                   -------------------------


                               Signature Page for
                           Receivables Sale Agreement



<PAGE>
                                                                    EXHIBIT 10-m


                                   SCHEDULE I

                                   DEFINITIONS

        The following terms have the meanings set forth, or referred to, below:

        "ABN AMRO" means ABN AMRO Bank N.V. in its individual capacity and not
in its capacity as the Agent.

        "Adverse Claim" means, for any asset or property of a Person, a lien,
security interest, charge, mortgage, pledge, hypothecation, assignment or
encumbrance, or any other right or claim, in, of or on such asset or property in
favor of any other Person, except those in favor of the Seller and the Agent and
each Purchaser Agent and Purchaser Group in connection with the Transaction
Documents.

        "Affiliate" means, for any Person, any other Person which, directly or
indirectly, is in control of, is controlled by, or is under common control with
such Person. For purposes of this definition, "control" means the power,
directly or indirectly, to either (i) vote ten percent (10%) or more of the
securities having ordinary voting power for the election of directors of a
Person or (ii) cause the direction of the management and policies of a Person.

        "Agent" is defined in the first paragraph hereof.

        "Agent's Account" means the account designated to the Seller and the
Purchasers by the Agent.

        "Aggregate Commitment" means the aggregate of all Commitments of each
Purchaser Group, as such amount may be reduced pursuant to Section 1.6.

        "Aggregate Investment" means the sum of the Investments of all
Purchasers.

        "AM Canada Account" means Lock-Box Account # 77654 held by Bank One,
Detroit pursuant to which certain funds of ArvinMeritor Canada are deposited.

        "Amsterdam" is defined in the first paragraph hereof.

        "Assigned Settlement" means, for each Related Committed Purchaser for a
Conduit Purchaser for any Put, the product of such Related Committed Purchaser's
Purchased Percentage and the amount of the Conduit Purchaser Settlement being
transferred pursuant to such Put.

        "Average Receivables Turnover Ratio" means, at any time, the average of
the Receivables Turnover Ratios calculated for the most recent three calendar
months.

        "Bankruptcy Event" means, for any Person, that (a) such Person makes a
general assignment for the benefit of creditors or any proceeding is instituted
by or against such Person seeking to adjudicate it bankrupt or insolvent, or
seeking the liquidation, winding up,


<PAGE>

reorganization, arrangement, adjustment, protection, relief or composition of it
or its debts under any law relating to bankruptcy, insolvency or reorganization
or relief of debtors and, if instituted against such Person, such proceeding
remains undismissed and unstayed for a period of 30 days, or seeking the entry
of an order for relief or the appointment of a receiver, trustee or other
similar official for it or any substantial part of its property or such Person
generally does not pay its debts as such debts become due or admits in writing
its inability to pay its debts generally or (b) such Person takes any corporate
action to authorize any such action.

        "Business Day" means any day other than (a) a Saturday, Sunday or other
day on which banks in New York, New York or Chicago, Illinois are authorized or
required to close, (b) a holiday on the Federal Reserve calendar and, solely for
matters relating to a Eurodollar Tranche, (c) a day on which dealings in Dollars
are not carried on in the London interbank market.

        "Changeover Receivable" means a Receivable generated from the sale of
merchandise not manufactured by Parent or one or its Subsidiaries which has been
purchased by one of Seller Entities from one of its customers.

        "Charge-Off" means any Receivable that has or should have been (in
accordance with the Credit and Collection Policy) (i) charged off or written off
by the Seller, or (ii) reserved against as a doubtful account by the Seller.

        "Collection" means any amount paid, or deemed paid, on a Receivable,
including from the proceeds of collateral securing such Receivables or paid by
the Seller as a Deemed Collection under Section 1.5(b).

        "Collection Agent" is defined in Section 3.1(a).

        "Collection Agent Fee" is defined in Section 3.6.

        "Commitment" means, for each Committed Purchaser, the amount set forth
on Schedule II for such Committed Purchaser or in a Transfer Supplement, and,
for each Purchaser Group, the amount set forth on Schedule II for such Purchaser
Group, in each case, as adjusted in accordance with Sections 1.6 and 9.8.

        "Commitment Percentage" means, for each Related Committed Purchaser in a
Purchaser Group, such Related Committed Purchaser's Commitment divided by the
total of all Commitments of all Related Committed Purchasers in such Purchaser
Group.

        "Committed Conduit Purchaser" means each Person party to this Agreement
and listed as such on Schedule II hereto and each other Person that becomes a
Conduit Purchaser pursuant to a Transfer Supplement.

        "Committed Purchaser" means each Related Committed Purchaser for a
Conduit Purchaser.


                                      -2-
<PAGE>

        "Concentration Limit" means (i) an amount not to exceed 10% of the
aggregate outstanding principal balance of all Eligible Receivables for Obligors
with unsecured debt ratings of at least A- and A3 by S&P and/or Moody's,
respectively, (ii) an amount not to exceed 5% of the aggregate outstanding
principal balance of all Eligible Receivables for Obligors with unsecured debt
ratings of at least BBB- and Baa3 but less than A- and A3 by S&P and/or Moody's,
respectively, and (iii) an amount not to exceed 2.5% of the aggregate
outstanding principal balance of all Eligible Receivables for Obligors with
unsecured debt ratings of below BBB- and Baa3 by S&P and Moody's, respectively,
or Obligors that are not rated by S&P or Moody's.

        "Conduit Purchaser" means each Person party to this Agreement and listed
as such on Schedule II hereto and each other Person that becomes a Conduit
Purchaser pursuant to a Transfer Supplement.

        "Conduit Purchaser Investment Percentage" means a fraction, expressed as
a decimal, obtained by dividing the Investment of a Conduit Purchaser by the
Investment of all Purchasers.

        "Conduit Purchaser Settlement" means the sum of all claims and rights to
payment pursuant to Section 1.5 or 1.7 or any other provision owed to a Conduit
Purchaser (or owed to the Agent or Purchaser Agent or the Collection Agent for
the benefit of a Conduit Purchaser) by the Seller that, if paid, would be
applied to reduce Investment.

        "CP Dealer" means, at any time, each Person a Conduit Purchaser then
engages as a placement agent or commercial paper dealer.

        "CP Discount" means, for any Discount Period, the amount of interest or
discount accrued, during such Discount Period on all the outstanding commercial
paper, or portion thereof, issued by a Conduit Purchaser to fund its Investment,
including all dealer commissions and other costs of issuing commercial paper,
whether any such commercial paper was issued specifically to fund such
Investment or is allocated, in whole or in part, to such funding.

        "CP Rate" means, for any CP Tranche, a rate per annum as established
pursuant to the applicable Rate Supplement.

        "Credit Agreement" means that certain Amended and Restated 5-Year
Revolving Credit Agreement dated as of June 27, 2001, among the Parent, certain
foreign subsidiaries, the lenders from time to time party thereto, Bank One, NA,
as administrative agent, The Chase Manhattan Bank, as syndication agent, and
Citicorp USA, Inc. and Bank of America, N.A., as documentation agents, as in
effect on the date hereof.

        "Credit and Collection Policy" means the Seller's credit and collection
policy and practices relating to Receivables attached hereto as Exhibit G.

        "Deemed Collections" is defined in Section 1.5(b).


                                      -3-
<PAGE>

        "Default Ratio" means the average, for the most recent three calendar
month period, of the ratios for each calendar month in such period of (i) the
aggregate outstanding balance of all Defaulted Receivables (minus Charge-Offs)
for such calendar month to (ii) the sum of the aggregate outstanding balance of
all Receivables at the end of such calendar month.

        "Defaulted Receivable" means any Receivable (a) on which any amount is
unpaid more than 90 days past its original due date or (b) the Obligor on which
has suffered a Bankruptcy Event.

        "Delinquency Ratio" means the average, for the most recent three
calendar month period, of the ratios for each calendar month in such period of
(a) the aggregate outstanding balance of all Delinquent Receivables on the last
day of such calendar month to (b) the aggregate outstanding balance of all
Receivables on the last day of such calendar month.

        "Delinquent Receivable" means any Receivable (other than a Defaulted
Receivable), the outstanding balance on which any amount is 31 to 90 days past
due.

        "Designated Financial Officer" means any Vice President and the
Treasurer of the Seller.

        "Dilution Ratio" means the average, for the most recent three calendar
month period, of the ratios for each calendar month in such period of (a) the
aggregate amount of payments owed by the Seller pursuant to the first sentence
of Section 1.5(b) during such calendar month to (b) the aggregate amount of
Collections during such calendar month.

        "Dilution Reserve Percentage" means the greater of (i) 5% and (ii) the
product of (a) the highest Dilution Ratio during the most recent twelve calendar
months and (b) 3.

        "Discount" means, for any Tranche Period, (a) the product of (i) the
Discount Rate for such Tranche Period, (ii) the total amount of Investment
allocated to such Tranche Period, and (iii) the number of days elapsed during
the Tranche Period divided by (b) 360.

        "Discount Period" means either (A), with respect to any Settlement Date
or the Termination Date, the period from and including the preceding Settlement
Date (or if none, the date that the first Incremental Purchase is made
hereunder) to but not including such Settlement Date or Termination Date, as
applicable, or (B), with respect to Atlantic, from the first day to the last day
of the Tranche Period.

        "Discount Rate" means, for any Tranche Period, the CP Rate, the
Eurodollar Rate or the Prime Rate, as applicable, but after the occurrence of a
Termination Event each such rate shall be increased by 1.50% per annum with
respect to the Investment of the Purchasers.

        "Discount Reserve Percentage" means (a) the product of (i) the Prime
Rate plus 1.50%, (ii) the average Receivables Turnover Ratio of the three
calendar months preceding the date the Discount Rate Percentage is to be
determined and (iii) 1.5 divided by (b) 360.


                                      -4-
<PAGE>

        "Downgrade" means, for any Person at any time, the downgrade of such
Person's long-term unsecured, unsubordinated indebtedness by Moody's below "A3"
or by S&P below "A-" (or Moody's or S&P has withdrawn or suspended such
rating.).

        "Dollar" and "$" means lawful currency of the United States of America.

        "Early Payment Fee" is defined in the applicable Rate Supplement.

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

                (i) the Obligor of which (a) is a resident of, or organized
        under the laws of, or with its chief executive office in, the USA; (b)
        is not an Affiliate of any of the parties hereto or any Originator; (c)
        is not a government or a governmental subdivision or agency; and (d) has
        not suffered a Bankruptcy Event;

                (ii) evidenced by a purchase order and a conforming invoice or a
        conforming notice of shipment and due and payable within 60 days after
        the invoice therefor; provided, however, up to 10% of the aggregate
        outstanding principal balance of all Eligible Receivables may be stated
        to be due and payable within 120 days after the invoice therefor;

                (iii) which is not a Defaulted Receivable, a Delinquent
        Receivable or a Charge-Off;

                (iv) which is an "account" or "chattel paper" within the meaning
        of Section 9-102 of the UCC of all applicable jurisdictions;

                (v) which is denominated and payable only in Dollars in the USA;

                (vi) which arises under a contract that is in full force and
        effect and constitutes the legal, valid and binding obligation of the
        related Obligor enforceable against such Obligor in accordance with its
        terms subject to no offset (whether or not relating to the delivered
        goods giving rise to the Receivable, including partial offsets),
        counterclaim, defense or other Adverse Claim, and is not an executory
        contract or unexpired lease within the meaning of Section 365 of the
        Bankruptcy Code;

                (vii) which arises under a contract that (A) contains an
        obligation to pay a specified sum of money, contingent only upon the
        sale or lease of goods or the provision of services by the Originator,
        (B) does not require the Obligor under such contract to consent to the
        transfer, sale or assignment of the rights of the related Originator
        under such contract, (C) does not contain a confidentiality provision
        that purports to restrict any Purchaser's exercise of rights under this
        Agreement, including, without limitation, the right to review such
        contract, and (D) directs that payment be made to a Lock-Box or other
        collection account;


                                      -5-
<PAGE>

                (viii) which does not, in whole or in part, contravene any law,
        rule or regulation applicable thereto (including, without limitation,
        those relating to usury, truth in lending, fair credit billing, fair
        credit reporting, equal credit opportunity, fair debt collection
        practices and privacy);

                (ix) which satisfies all applicable requirements of the Credit
        and Collection Policy and was generated in the ordinary course of the
        related Originator's business from the sale of goods or provision of
        services to a related Obligor solely by such Originator;

                (x) is not evidenced by any promissory note or other instrument;

                (xi) does not represent any amount due with respect to any sales
        or similar tax;

                (xii) is not a Changeover Receivable;

                (xiii) is not due from any Obligor the Defaulted Receivables of
        which exceed 25% of such Obligor's Receivables; and

                (xiv) which is not a re-billing of a previously performed and
        invoiced delivery of goods with a date different from the original
        invoice date.

        "Eligible Receivables Balance" means, at any time, the aggregate
outstanding principal balance of all Eligible Receivables at such time, less the
portion of the aggregate outstanding principal balance of (a) Eligible
Receivables of any Obligor (other than a Special Obligor) at such time which
exceed the Concentration Limit, and (b) Eligible Receivables of any Special
Obligor which exceed the Special Limit, at such time.

        "Eurodollar Rate" means, for any Tranche Period for a LIBOR Tranche, a
rate established pursuant to the applicable Rate Supplement.

        "Face Amount" means the face amount of any Conduit Purchaser commercial
paper issued on a discount basis or, if not issued on a discount basis, the
principal amount of such note and interest accrued and scheduled to accrue
thereon to its stated maturity.

        "Federal Funds Rate" means for any day the greater of (i) the average
rate per annum as determined by ABN AMRO at which overnight Federal funds are
offered to ABN AMRO for such day by major banks in the interbank market, and
(ii) if ABN AMRO is borrowing overnight funds from a Federal Reserve Bank that
day, the average rate per annum at which such overnight borrowings are made on
that day. Each determination of the Federal Funds Rate by ABN AMRO shall be
conclusive and binding on the Seller except in the case of manifest error.

        "Fee Letter" means, for each Purchaser Group, the letter agreement, if
any, between the Seller and the Purchaser Agent for the applicable Purchaser
Group.

        "Fitch" means Fitch, Inc., and its successors in interest.


                                      -6-
<PAGE>

        "Funding Agreement" means any agreement or instrument executed by a
Conduit Purchaser and executed by or in favor of any Funding Source or executed
by any Funding Source at the request of a Conduit Purchaser.

        "Funding Source" means, for a Conduit Purchaser, any insurance company,
bank or other financial institution providing liquidity, back-up purchase or
credit support for such Conduit Purchaser.

        "GAAP" means generally accepted accounting principles in the USA,
applied on a consistent basis.

        "Governmental Authority" means any (a) Federal, state, municipal or
other governmental entity, board, bureau, agency or instrumentality, (b)
administrative or regulatory authority (including any central bank or similar
authority) or (c) court, judicial authority or arbitrator, in each case, whether
foreign or domestic.

        "Incremental Purchase" is defined in Section 1.1(b).

        "Initial Collection Agent" is defined in the first paragraph hereof.

        "Instructing Group" means (i) at any time there are three or more
Purchaser Groups, the Purchaser Agents representing Purchaser Groups with at
least 662/3% of the Commitments and (ii) at any time there are fewer than three
Purchaser Groups, the Purchaser Agents representing Purchaser Groups with 100%
of the Commitments.

        "Intended Tax Characterization" is defined in Section 9.18.

        "Interim Liquidation" means that no Reinvestment Purchases are made by
any Purchaser at a time before the Termination Date, as established pursuant to
Section 1.2.

        "Investment" means, for each Purchaser (or Purchaser Group), (a) the sum
of (i) all Incremental Purchases by such Purchaser (or Purchaser Group) and (ii)
the aggregate amount of any payments or exchanges made by, or on behalf of, such
Purchaser (or Purchaser Group) to any other Purchaser (or Purchaser Group) to
acquire Investment from such other Purchaser minus (b) all Collections, amounts
received from other Purchasers and other amounts received or exchanged and, in
each case, applied by the Agent or such Purchaser (or Purchaser Group) to reduce
such Purchaser's (or Purchaser Group's) Investment. A Purchaser's (or Purchaser
Group's) Investment shall be restored to the extent any amounts so received or
exchanged and applied are rescinded or must be returned for any reason.

        "Letter Agreement" means that certain Letter Agreement dated as of
September 27, 2001 between ArvinMeritor, Inc. and the Originators.

        "Limited Guaranty" means the Limited Guaranty, dated the date hereof, by
the Parent in favor of the Agent.


                                      -7-
<PAGE>

        "Liquidation Period" for any Purchaser means all times (x) during an
Interim Liquidation and (y) on and after the Termination Date and, for a Conduit
Purchaser only, also means all times when such Conduit Purchaser is not making
Reinvestment Purchases pursuant to Section 1.1(d).

        "Lock-Box" means each post office box or bank box listed on Exhibit D,
as revised pursuant to Section 5.1(i).

        "Lock-Box Account" means each account maintained by the Seller at a
Lock-Box Bank for the purpose of receiving or concentrating Collections.

        "Lock-Box Agreement" means each agreement between the Seller and/or an
Originator(s) and a Lock-Box Bank concerning a Lock-Box Account.

        "Lock-Box Bank" means each bank listed on Exhibit D, as revised pursuant
to Section 5.1(i).

        "Lock-Box Letter" means a letter in substantially the form of Exhibit E
(or otherwise acceptable to the Agent) from the Seller to each Lock-Box Bank,
acknowledged and accepted by such Lock-Box Bank and the Agent.

        "Loss Reserve Percentage" means the greater of (i) 12.5% and (ii) the
highest Delinquency Ratio during the most recent twelve calendar months times 4.

        "Loss-to-Liquidation Ratio" means, for the most recent calendar month,
the ratio of the outstanding balance of Receivables that become Charge-Offs
during such month to the aggregate amount of Collections during such calendar
month.

        "Matured Aggregate Investment" means, at any time, the aggregate Matured
Value of all Conduit Purchasers' Investments plus the total Investments of all
other Purchasers then outstanding.

        "Matured Value" means, of any Investment, the sum of such Investment and
all unpaid Discount, fees and other amounts scheduled to become due (whether or
not then due) on such Investment during all Tranche Periods to which any portion
of such Investment has been allocated.

        "Maximum Incremental Purchase Amount" means, at any time, the lesser of
(a) the difference between the Aggregate Commitment and the Aggregate Investment
then outstanding and (b) the difference between the Aggregate Commitment and the
Matured Aggregate Investment then outstanding.

        "Moody's" means Moody's Investors Service, Inc., and its successors in
interest.

        "Net Worth" means, at any time the same is to be determined, the total
shareholders' equity (including capital stock, additional paid-in capital and
retained earnings after deducting


                                      -8-
<PAGE>

treasury stock) which would appear on the balance sheet of the Seller determined
in accordance with GAAP.

        "Obligor" means, for any Receivable, each Person obligated to pay such
Receivable and each guarantor of such obligation.

        "Originator" means Arvin Exhaust LLC, an Indiana limited liability
company, Maremont Exhaust Products, Inc., a Delaware corporation, Purolator
Products NA, Inc., a Delaware corporation, Gabriel Ride Control Products, Inc.,
a Delaware corporation, Meritor Light Vehicle Systems, Inc., a Delaware
corporation, Meritor Heavy Vehicle Systems, LLC, a Delaware limited liability
company, Meritor Heavy Vehicle Braking Systems (USA), Inc., a Delaware
corporation, Euclid Industries, LLC, a Delaware limited liability company, and
ArvinMeritor OE, LLC, a Delaware limited liability company.

        "Outside Servicing Fee" means the fee agreed to by the Collection Agent,
the Seller and the Agent.

        "Parent" means ArvinMeritor, Inc., an Indiana corporation.

        "Periodic Report" is defined in Section 3.3.

        "Person" means an individual, partnership, corporation, limited
liability company, association, joint venture, Governmental Authority or other
entity of any kind.

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

        "Prime Rate" means, (A) for any period, the daily average during such
period of the greater of (i) the floating commercial loan rate per annum of ABN
AMRO (which rate is a reference rate and does not necessarily represent the
lowest or best rate actually charged to any customer by ABN AMRO) announced from
time to time as its prime rate or equivalent for Dollar loans in the USA,
changing as and when said rate changes and (ii) the Federal Funds Rate plus
0.50% or (B) in reference to a Prime Tranche, the "Prime Rate" specified in the
applicable Rate Supplement.

        "Purchase" is defined in Section 1.1(a).

        "Purchase Agreement" means the Amended and Restated Purchase and Sale
Agreement dated as of the date hereof between the Seller and the Originators.

        "Purchase Amount" is defined in Section 1.1(c).

        "Purchase Date" is defined in Section 1.1(c).

        "Purchase Interest" means, for a Purchaser, the percentage ownership
interest in the Receivables and Collections held by such Purchaser, calculated
when and as described in


                                      -9-
<PAGE>

Section 1.1(a); provided, however, that (except for purposes of computing a
Purchase Interest or the Sold Interest in Section 1.5, 1.7 or the last sentence
in Section 2.3 (a) and (b)) at any time the Sold Interest would otherwise exceed
100% each Purchaser then holding any Investment shall have its Purchase Interest
reduced by multiplying such Purchase Interest by a fraction equal to 100%
divided by the Sold Interest otherwise then in effect, so that the Sold Interest
is thereby reduced to 100%.

        "Purchased Percentage" means, for any Put, for each Committed Purchaser,
its Commitment Percentage or such lesser percentage as is necessary to prevent
the Purchase Price of such Purchaser from exceeding its Unused Commitment.

        "Purchaser" means each Conduit Purchaser and the Related Committed
Purchasers.

        "Purchaser Agent" means each Person party to this Agreement and listed
as such on Schedule II hereto and each other Person who becomes a party to this
Agreement as a Purchaser Agent pursuant to a Transfer Supplement.

        "Purchaser Group" means, for each Conduit Purchaser, such Conduit
Purchaser, its Related Committed Purchasers (if any), and the Purchasers party
to its Transfer Agreement.

        "Purchaser Reserve Percentage" means, for each Purchaser, the Reserve
Percentage multiplied by a fraction, the numerator of which is such Purchaser's
outstanding Investment and the denominator of which is the Aggregate Investment.

        "Put" is defined in Section 2.l(a).

        "Ratable Share" means, for each Purchaser Group, such Purchaser Group's
aggregate Commitments divided by the aggregate Commitments of all Purchaser
Groups.

        "Rate Supplement" means each agreement among the Seller, the Collection
Agent, a Purchaser Agent and the applicable Related Committed Purchasers
designated a "Rate Supplement" for purposes of this Agreement.

        "Rating Agency" means, for any Conduit Purchaser, each rating agency
such Conduit Purchaser chooses to rate its commercial paper notes at any time.

        "Ratings" means, for any Conduit Purchaser, the ratings by the Rating
Agencies of the indebtedness for borrowed money of such Conduit Purchaser.

        "Receivable" means the obligation of an Obligor to pay for merchandise
sold or services rendered by an Originator and includes the Seller's rights to
payment of any interest or finance charges and in the merchandise (including
returned goods) and contracts relating to such Receivable, all security
interests, guaranties and property securing or supporting payment of such
Receivable, all Records and all proceeds of the foregoing. During any Interim
Liquidation and on and after the Termination Date, the term "Receivable" shall
only include receivables existing on the date such Interim Liquidation commenced
or Termination Date occurred, as applicable.


                                      -10-
<PAGE>

Deemed Collections shall reduce the outstanding balance of Receivables
hereunder, so that any Receivable that has its outstanding balance deemed
collected shall cease to be a Receivable hereunder after (x) the Collection
Agent receives payment of such Deemed Collections under Section 1.5(b) or (y) if
such Deemed Collection is received before the Termination Date, an adjustment to
the Sold Interest permitted by Section 1.5(c) is made.

        "Receivables Turnover Ratio" means, with respect to a calendar month, an
amount, expressed in days, obtained by multiplying (a) a fraction, (i) the
numerator of which is equal to the aggregate outstanding principal balance of
all Receivables as of the first day of such calendar month and (ii) the
denominator of which is equal to Collections during the same such calendar
month; times (b) 30.

        "Records" means, for any Receivable, all contracts, books, records and
other documents or information (including computer programs, tapes, disks,
software and related property and rights) relating to such Receivable or the
related Obligor.

        "Reinvestment Purchase" is defined in Section 1.1(b).

        "Related Committed Purchaser" means each Person party to this Agreement
and listed as such on Schedule II hereto and each other Person that becomes a
Related Committed Purchaser pursuant to a Transfer Supplement.

        "Related Security" means all of each Originator's rights in the
merchandise (including returned goods) and contracts relating to the
Receivables, all security interests, guaranties and property securing or
supporting payment of the Receivables, all Records and all proceeds of the
foregoing and all of the Seller's rights under the Purchase Agreement.

        "Reserve Percentage" means, at any time, the quotient obtained by
dividing (a) the Total Reserve by (b) the Eligible Receivables Balance.

        "Scheduled Termination Date" means September 26, 2002.

        "Seller" is defined in the first paragraph hereof.

        "Seller Account" means an account designated by the Seller to the Agent
with at least ten (10) days prior notice.

        "Seller Entity" means the Parent and each Originator.

        "Seller Servicing Fee" means, for each month, the fee agreed to by the
Collection Agent, the Seller and the Agent.

        "Servicer Reserve Percentage" means the greater of (i) the Seller
Servicing Fee or the Outside Servicing Fee, as applicable, and (ii) 0.50%.

        "Settlement Date" means the 25th day of each calendar month.


                                      -11-
<PAGE>

        "Sold Interest" is defined in Section 1.1(a).

        "Special Limit" means an amount not to exceed 35% (or such higher
percentage as requested by the Seller and as agreed to in writing by the Agent
and all of the Purchaser Agents on behalf of their respective Purchaser Group
and that would also not cause the downgrading or withdrawal of the then current
rating of any Conduit Purchaser's commercial paper) of the aggregate outstanding
principal balance of all Eligible Receivables for each of the Special Obligors.

        "Special Obligors" means Ford Motor Company, General Motors Corporation
and Daimler Chrysler Corporation; provided, however, that if at any time any
such entity becomes subject to a Downgrade, such entity shall no longer be
treated as a Special Obligor hereunder.

        "S&P" means Standard & Poor's Ratings Services and its successors in
interest.

        "Subordinated Note" means each revolving promissory note issued by the
Seller to an Originator under the Purchase Agreement.

        "Subsidiary" means any Person of which at least a majority of the voting
stock (or equivalent equity interests) is owned or controlled by the Parent or
any Originator or by one or more other Subsidiaries of the Parent or any
Originator.

        "Taxes" means all taxes, charges, fees, levies or other assessments
(including income, gross receipts, profits, withholding, excise, property,
sales, use, license, occupation and franchise taxes and including any related
interest, penalties or other additions) imposed by any jurisdiction or taxing
authority (whether foreign or domestic).

        "Termination Date" means the earliest of (a) the date of the occurrence
of a Termination Event described in clause (e) of the definition of Termination
Event, (b) the date designated by the Agent to the Seller at any time after the
occurrence and during the continuance of any other Termination Event, (c) the
Business Day designated by the Seller with no less than thirty (30) Business
Days prior notice to the Agent and (d) the Scheduled Termination Date.

        "Termination Event" means the occurrence of any one or more of the
following:

                (a) any representation, warranty, certification or statement
        made, or deemed made by the Seller, any Seller Entity or the Collection
        Agent in, or pursuant to, any Transaction Document proves to have been
        incorrect in any material respect when made or deemed made; or

                (b) the Collection Agent or the Seller fails to make any payment
        or other transfer of funds hereunder that is to be applied to (i)
        Aggregate Investment when due (which shall include, without limitation,
        any payment required to be made by the Seller pursuant to Section 1.5
        hereof), (ii) Discount within five (5) days when due or (iii) any and
        all other amounts due hereunder within ten (10) days when due; or


                                      -12-
<PAGE>

                (c) the Seller fails to observe or perform any covenant or
        agreement contained in Sections 5.1(b), (g), (i), (j), (k) or (p), the
        Collection Agent fails to observe or perform any covenant or agreement
        contained in Sections 3.3, 5.2(b), (g), (i) or (j) or an Originator
        fails to perform any covenant or agreement in Sections 5.1(b), (g), (h),
        (i) or (j) of the Purchase Agreement; or

                (d) the Seller, any Seller Entity or the Collection Agent (or
        any sub-collection agent) fails to observe or perform any other term,
        covenant or agreement under any Transaction Document not otherwise
        governed by the provisions of clause (b) or (c) above, and such failure
        remains unremedied for ten Business Days; or

                (e) the Seller, the Collection Agent, any Seller Entity or any
        Subsidiary suffers a Bankruptcy Event; or

                (f) the Delinquency Ratio exceeds 6%, the Default Ratio exceeds
        6%, the Dilution Ratio exceeds 10%, the Loss-to Liquidation Ratio
        exceeds 2.5% or the Average Receivables Turnover Ratio exceeds 90 days;
        or

                (g) (i) the Seller, any Seller Entity or any Affiliate, directly
        or indirectly, disaffirms or contests the validity or enforceability of
        any Transaction Document or (ii) any Transaction Document fails to be
        the enforceable obligation of the Seller, any Seller Entity or any
        Affiliate party thereto; or

                (h) the Seller, any Seller Entity or any Subsidiary generally
        does not pay its debts as such debts become due or admits in writing its
        inability to pay its debts generally; or

                (i) the occurrence of any event or the existence of any
        condition which is specified as a Default under the Credit Agreement
        shall constitute a "Termination Event" hereunder (regardless of whether
        any indebtedness is now or hereafter remains outstanding thereunder or
        whether the Credit Agreement shall have terminated); or

                (j) (i) the Parent's long-term unsecured, unsubordinated
        indebtedness is rated less than "BBB-" by S&P and "Baa3" by Moody's (or
        S&P and Moody's has withdrawn or suspended such ratings) or (ii) the
        Parent's long-term unsecured, unsubordinated indebtedness is rated less
        than "BB+" by S&P or "Ba1" by Moody's (or S&P or Moody's has withdrawn
        or suspended such rating); or

                (k) the Parent shall fail to own and control, directly or
        indirectly, 100% of the outstanding voting stock of the Seller and each
        Originator.

Notwithstanding the foregoing, a failure of a representation or warranty or
breach of any covenant described in clause (a), (c) or (d) above shall not
constitute a Termination Event if (i) the Seller has been deemed to have
collected the affected Receivable pursuant to Section 1.5(b) or (ii) such
failure or breach was by any Originator and the Parent shall have remedied such
failure or breach pursuant to the terms of the Limited Guaranty.


                                      -13-
<PAGE>

        "Total Reserve" means an amount equal to the sum of (i) the Discount
Reserve Percentage multiplied by the Aggregate Commitment, (ii) the Dilution
Reserve Percentage multiplied by the Eligible Receivables Balance, (iii) the
Loss Reserve Percentage multiplied by the Eligible Receivables Balance and (iv)
the Servicing Reserve Percentage multiplied by the Eligible Receivables Balance.

        "Tranche" means a portion of the Investment of a Conduit Purchaser or of
the Committed Purchasers allocated to a Tranche Period pursuant to Section 1.3.
A Tranche is a (i) CP Tranche, (ii) LIBOR Tranche or (iii) Prime Tranche
depending whether Discount accrues during its Tranche Period based on a (i) CP
Rate, (ii) Eurodollar Rate or (iii) Prime Rate.

        "Tranche Period" means a period of days ending on a Business Day
selected pursuant to Section 1.3, which (i) for a CP Tranche shall not exceed
270 days, (ii) for a LIBOR Tranche shall not exceed 180 days, and (iii) for a
Prime Tranche shall not be less than 2 days and shall not exceed 30 days.

        "Transaction Documents" means this Agreement, the Fee Letter, the
Limited Guaranty, the Purchase Agreement, the Subordinated Note(s), the Transfer
Agreements, the Rate Supplements and all other documents, instruments and
agreements executed or furnished in connection herewith and therewith.

        "Transfer Agreement" means each transfer, liquidity or asset purchase
agreement entered into among a Conduit Purchaser, its Purchaser Agent and its
Related Committed Purchasers in connection with this Agreement.

        "Transfer Supplement" is defined in Section 9.8.

        "UCC" means, for any state, the Uniform Commercial Code as in effect in
such state.

        "Unused Aggregate Commitment" means, at any time, the difference between
the Aggregate Commitment then in effect and the outstanding Matured Aggregate
Investment.

        "Unused Commitment" means, for any Committed Purchaser at any time, the
difference between its Commitment and its Investment then outstanding.

        "USA" means the United States of America (including all states and
political subdivisions thereof).

        The foregoing definitions shall be equally applicable to both the
singular and plural forms of the defined terms. Unless otherwise inconsistent
with the terms of this Agreement, all accounting terms used herein shall be
interpreted, and all accounting determinations hereunder shall be made, in
accordance with GAAP. Amounts to be calculated hereunder shall be continuously
recalculated at the time any information relevant to such calculation changes.


                                      -14-
<PAGE>
                                                                    EXHIBIT 10-m



                                   SCHEDULE II


                                   PURCHASERS



<TABLE>
<CAPTION>
<S>                                <C>                                <C>
       CONDUIT PURCHASER           RELATED PURCHASER AGENT AND        COMMITMENTS OF RELATED
                                   RELATED COMMITTED PURCHASER         COMMITTED PURCHASER

 Amsterdam Funding Corporation          ABN AMRO Bank N.V.                 $100,000,000

     Giro Balanced Funding          Bayerische Landesbank, New
          Corporation               York Branch, as Purchaser
                                              Agent

                                  Bayerische Landesbank, Cayman            $75,000,000
                                   Islands Branch, as Committed
                                            Purchaser

 Atlantic Asset Securitization       Credit Lyonnais, acting               $75,000,000
             Corp.                 through its New York Branch
</TABLE>