<PAGE>   1
                                                                    EXHIBIT 10.5



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


                              AMENDED AND RESTATED
                         CERTIFICATE PURCHASE AGREEMENT
                                 (SERIES 1996-1)


                          dated as of November 21, 1997


                                      among


                          AVONDALE RECEIVABLES COMPANY,


                              AVONDALE MILLS, INC.,
                            AS THE INITIAL SERVICER,


                        THE PURCHASERS DESCRIBED HEREIN,


                                       and


                       THE FIRST NATIONAL BANK OF CHICAGO,
                                    as Agent



<PAGE>   2






                               TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                                      <C> 
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.1  Definitions...............................................................1

                                   ARTICLE II
                        PURCHASE AND SALE OF CERTIFICATES
SECTION 2.1  The Commitments...........................................................2
SECTION 2.2  Purchase Mechanics........................................................2
SECTION 2.3  Reduction of Stated Amounts...............................................3
SECTION 2.4  Certificates..............................................................3

                                   ARTICLE III
                          REDUCTIONS IN INVESTED AMOUNT
SECTION 3.1  Transferor's Right to Reduce Invested Amount..............................4
SECTION 3.2  Notice to Purchasers......................................................4

                                   ARTICLE IV
                           TRANCHES, INTEREST AND FEES
SECTION 4.1  Tranches..................................................................4
SECTION 4.2  Fees......................................................................5
SECTION 4.3  Yield Protection..........................................................5
SECTION 4.4  Illegality; Unavailability................................................7
SECTION 4.5  Indemnity.................................................................7
SECTION 4.6  Taxes.....................................................................8

                                    ARTICLE V
                               OTHER PAYMENT TERMS
SECTION 5.1  Time and Method of Payment................................................9
SECTION 5.2  Pro Rata Treatment........................................................9

                                   ARTICLE VI
                         REPRESENTATIONS AND WARRANTIES
SECTION 6.1  Transferor...............................................................10
SECTION 6.2  Initial Servicer and Avondale............................................10
SECTION 6.3  Purchasers...............................................................10

                                   ARTICLE VII
                                   CONDITIONS
SECTION 7.1  Conditions to Effectiveness..............................................11
SECTION 7.2  Conditions to Each Purchase..............................................12
</TABLE>



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<TABLE>

<S>            <C>                                                                    <C>
                                  ARTICLE VIII
                                    COVENANTS

SECTION 8.1    Affirmative Covenants..................................................12
SECTION 8.2    Negative Covenants.....................................................13
SECTION 8.3    Transfers..............................................................13

                                   ARTICLE IX
                           AGENT; REQUIRED PURCHASERS
SECTION 9.1    Appointment............................................................14
SECTION 9.2    Nature of Duties.......................................................14
SECTION 9.3    Lack of Reliance on Agent and Financial Advisor........................14
SECTION 9.4    Certain Rights of Agent................................................14
SECTION 9.5    Reliance...............................................................15
SECTION 9.6    Indemnification........................................................15
SECTION 9.7    Agent in its Individual Capacity.......................................15
SECTION 9.8    Resignation by Agent...................................................15
SECTION 9.9    Required Purchasers.  .................................................16

                                    ARTICLE X
                            MISCELLANEOUS PROVISIONS
SECTION 10.1   Amendments..............................................................16
SECTION 10.2   No Waiver; Remedies.....................................................16
SECTION 10.3   Successors and Assigns; Assignments.....................................16
SECTION 10.4   Survival of Agreement...................................................20
SECTION 10.5   Expenses; Indemnification...............................................20
SECTION 10.6   Entire Agreement........................................................21
SECTION 10.7   Notices.................................................................21
SECTION 10.8   No Third-Party Beneficiaries............................................22
SECTION 10.9   Severability of Provisions..............................................22
SECTION 10.10  Counterparts...........................................................22
SECTION 10.11  Governing Law..........................................................22
SECTION 10.12  Tax Characterization...................................................22
SECTION 10.13  No Proceedings.........................................................22
SECTION 10.14  References to Original Agreement.......................................22
</TABLE>



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<TABLE>
                                   
                                                   
<S>                              <C>
                                             SCHEDULE

SCHEDULE I                       Amount of Each Initial Purchaser's Certificate


                                             EXHIBITS

EXHIBIT A                        Form of Pooling and Servicing Agreement
EXHIBIT B                        Form of Receivables Purchase Agreement
EXHIBIT C                        Form of Series 1996-1 Supplement
EXHIBIT D-1                      Form of Assignment Agreement
EXHIBIT D-2                      Form of Support Bank Confirmation


                                             APPENDIX

APPENDIX X                      Index of Additional Defined Terms
</TABLE>



<PAGE>   5



         This AMENDED AND RESTATED CERTIFICATE PURCHASE AGREEMENT, dated as of
November 21, 1997 (this "Agreement"), is made among AVONDALE RECEIVABLES
COMPANY, a Delaware corporation ("Transferor"), AVONDALE MILLS, INC., an
Alabama corporation ("Avondale", "Servicer" or "Initial Servicer"), the
purchasers named on the signatures pages of this Agreement (together with their
respective permitted assigns, the "Purchasers"), and THE FIRST NATIONAL BANK OF
CHICAGO ("FNBC"), as agent for the Purchasers (in that capacity, together with
any successors in that capacity, "Agent").

                                   BACKGROUND

         1. Transferor (a) has entered into a Pooling and Servicing Agreement
substantially in the form of Exhibit A (the "Pooling Agreement") with Initial
Servicer, as initial Servicer, and, Manufacturer and Traders Trust Company, a
New York banking corporation, as trustee (in that capacity, together with any
successors in that capacity, the "Trustee"), (b) is party to a Receivables
Purchase Agreement substantially in the form of Exhibit B and (c) will enter
into a Amended and Restated Series 1996-1 Supplement to the Pooling Agreement
substantially in the form of Exhibit C (the "Supplement").

         2. Pursuant to the Pooling Agreement and the Supplement, Transferor
will obtain the Series 1996-1 Certificates (the "Certificates"), which will
represent fractional undivided beneficial interests in the assets of the
Avondale Receivables Master Trust (the "Trust"), a trust to be organized
pursuant to the Pooling Agreement.

         3. The parties to this Agreement entered into a Certificate Purchase
Agreement, dated as of April 29, 1996 (the "Original Agreement"), pursuant to
which FALCON purchased fractional undivided interests in the assets of the
Trust, evidenced by a Certificate.

         4. Transferor wishes to obtain the commitment of each Purchaser to
purchase fractional undivided beneficial interests in the assets of the Trust
(each a "Trust Interest") that will be evidenced by its Certificate. Subject to
the terms and conditions of this Agreement, each Purchaser is willing to agree
to so make purchases of Trust Interests, up to the Stated Amount (as defined
below) set forth opposite its name in Schedule I. Initial Servicer and Avondale
have joined in this Agreement to confirm certain representations, warranties
and covenants for the benefit of the Purchasers and the Agent.



<PAGE>   6


                                    ARTICLE 1
                                   DEFINITIONS

         SECTION 1.1 Definitions. Capitalized terms used and not otherwise
defined herein have the meanings assigned to them in the Supplement or, if not
defined in the Supplement, in Appendix A to the Pooling Agreement. An index of
terms defined directly in this Agreement is attached as Appendix X.


                                    ARTICLE 2
                        PURCHASE AND SALE OF CERTIFICATES

         SECTION 2.1 The Commitments. (a) Subject to the terms and conditions of
this Agreement (including Section 2.1(c)), the Pooling Agreement and the
Supplement, each Purchaser agrees, severally and for itself alone, upon
Transferor's request (through Servicer), to make purchases (each a "Purchase")
of Trust Interests from time to time during the Revolving Period; provided, that
no Purchaser will be required or permitted to make a Purchase on any date if the
funded principal amount of its Certificate, after giving effect to the Purchase,
would exceed the lesser of (a) the Stated Amount of its Certificate and (b) its
Percentage (as defined below) multiplied by the Invested Amount. In addition, no
Purchaser will be required or permitted to make a Purchase if, after giving
effect thereto (and any corresponding reduction to the Invested Amount pursuant
to Section 3.1), the Net Invested Amount would exceed the Base Amount. The
Purchases by the Purchasers shall be made ratably in accordance with their
respective Percentages; provided, that the failure of any Purchaser to make any
Purchase shall not relieve any other Purchaser of its obligation to make
Purchases hereunder. No Purchaser shall, however, be responsible for the failure
of any other Purchaser to make any Purchase. Subject to the terms of this
Agreement, the aggregate principal amount of a Purchaser's investment
represented by its Certificate may be increased or decreased from time to time.

         (b) For purposes of this Agreement, "Percentage" means, with respect to
each Purchaser, the percentage equivalent (carried out to twelve decimal places)
of a fraction the numerator of which is the Stated Amount of such Purchaser's
Certificate and the denominator of which is the sum of the Stated Amounts of all
of the Purchasers' Certificates. The initial Percentages of the initial
Purchasers, and the Stated Amounts of their Certificates, are set out opposite
their names in Schedule I.

         (c) Notwithstanding anything in this Agreement or any other Transaction
Document to the contrary, no Purchaser that is a Structured Purchaser shall be
obligated to make any Purchase, and each Purchase by it shall be discretionary,
in its sole discretion, if: (i) one or more Support Banks for such Structured
Purchaser shall have agreed (which agreement may be several and not joint) in
writing to make any Purchase that such Structured Purchaser would otherwise be
required to make hereunder, and (ii) each such Support Bank shall have
confirmed, for the benefit of the other parties hereto and Trustee, its
obligation to make such Purchases by executing and delivering this Agreement or
an agreement substantially in the form of Exhibit D-1 or D-2. FNBC, as Support
Bank for FALCON, hereby confirms, for the benefit of such parties and Trustee,
its obligation to make any Purchase that FALCON would otherwise be required to
make hereunder.

         SECTION 2.2 Purchase Mechanics. (a) Whenever Transferor wishes the
Purchasers to make Purchases, it shall cause Servicer to notify the Agent if the
Trust Interests to be purchased initially will form a part of (i) a CBR Tranche,
not later than noon, New York City time, one Business Day prior to the date of
the proposed Purchase, and (ii) a LIBOR Tranche, not later than 2:00 p.m., New
York City time, three Business Days prior to the date of the proposed Purchase;
provided that the notice to the Agent of the initial Purchase hereunder may be
provided up to (but no later than) 10:00 a.m. on the Closing Date and such
Purchase shall form a part of the CBR Tranche. Each notice shall be irrevocable
and shall in each case refer to this Agreement and specify (w) the aggregate
purchase price for the requested Purchases (which shall be in a minimum amount
of $2,000,000 or a greater integral multiple of $1,000,000 (or in the total
unutilized amount of the various Purchasers' Stated Amounts)), whether the Trust
Interests to be purchased will form a part of the CBR Tranche a LIBOR Tranche,
and (y) the date of the Purchase (which shall be a Business Day) and the amount
thereof. If no election required by clause (x) is made in any notice, then the
Trust Interests obtained in the Purchase shall form a



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<PAGE>   7



part of the CBR Tranche. The Agent shall promptly advise the Purchasers of any
notice given pursuant to this section and of the amount of each Purchaser's
Purchase. Any such selection of a LIBOR Tranche shall be subject to Section 4.4.

         (b) After receiving notice from the Agent of any notice given pursuant
to subsection (a) and subject to the conditions in Article VII, each Purchaser
shall make a Purchase in the amount of its pro rata portion of aggregate
Purchases requested to be made, ratably according to its Percentage, on the
proposed date thereof by wire transfer in Dollars of immediately available funds
to the Agent at the office designated from time to time by the Agent, not later
than 10:00 a.m., New York City time, and the Agent shall (unless notified in
writing that any condition precedent has not been satisfied), by noon, New York
City time, on the same day, make available to Transferor by wire transfer of
Dollars in immediately available funds the aggregate amount of the funds
received. Unless the Agent shall have received written notice from a Purchaser
prior to the date of any Purchase that the Purchaser will not make available to
the Agent its purchase price, the Agent may (but shall not be required to)
assume that the Purchaser has made that portion available to the Agent on the
date of the Purchase in accordance with this subsection, and the Agent may, in
reliance upon that assumption, make available to Transferor on that date a
corresponding amount.

         (c) If and to the extent that any Purchaser shall not have made its
purchase price available to the Agent and the Agent has made available a
corresponding amount to Transferor, such Purchaser agrees to repay to the Agent
forthwith on demand a corresponding amount, together with interest thereon, for
each day from the date the amount is made available to Transferor until the date
the amount is repaid to the Agent (i) for the first three days following the
date the amount is made available, at a rate per annum equal to the Federal
Funds Rate and (ii) thereafter, at a rate per annum equal to the Federal Funds
Rate plus 1%. If the Purchaser shall repay to the Agent a corresponding amount,
the amount shall constitute its Purchase for purposes of this Agreement, and if
Transferor shall have already made the repayment (as provided below), the Agent
shall make a corresponding amount immediately available to Transferor. At any
time after the Agent learns that a Purchaser has failed to make the purchase
price for a Purchase available as described above, the Agent promptly shall give
notice to Transferor and Servicer of that failure, and upon notice Transferor
will be required to refund to the Agent an amount equal to that purchase price,
together with interest on the amount at the rate of interest applicable to such
Purchase (determined in accordance with Section 4.1 of the Supplement).

         SECTION 2.3 Reduction of Stated Amounts. Upon at least three Business
Days' prior irrevocable notice to the Agent in writing, Transferor may reduce
the Stated Amounts of the Certificates; provided, that (a) each partial
reduction of the Stated Amounts shall be, in the aggregate for all Certificates,
in an integral multiple of $1,000,000 and in a minimum principal amount of
$2,000,000 and (b) no partial reduction shall be made that would reduce the
aggregate Stated Amounts to an amount less than the Invested Amount at the time
of the reduction. Each reduction in the Stated Amounts shall be made ratably
among the Purchasers in accordance with their respective Stated Amounts. The
Agent shall promptly advise the Purchasers of any notice given pursuant to this
section. Each reference in this Agreement to the "Stated Amount" of a
Certificate means the Stated Amount of the Certificate after giving effect to
any reductions made pursuant to this section.

         SECTION 2.4 Certificates. The outstanding amounts of the Purchases made
by each Purchaser shall be evidenced by its Certificate, to be issued on the
Closing Date substantially in the form of Exhibit A to the Supplement. Each
Purchaser shall and is hereby authorized to record on the grid attached to its
Certificate (or at its option, in its internal books and records) the date and
amount of each Purchase made by it, the amount of each repayment of the
principal



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amount represented by its Certificate, the portions of its Purchases that are
from time to time allocated to the CBR Tranche and each LIBOR Tranche, and any
reductions to the Stated Amount of its Certificate made pursuant to Section 2.3
(which shall be conclusive absent manifest error); provided, that failure to
make any recordation on the grid or records or any error in the grid or records
shall not adversely affect the Purchaser's rights with respect to its interest
in the assets of the Trust and its right to receive interest in respect of the
outstanding principal amount of all Purchases made by the Purchaser.

                                    ARTICLE 3
                          REDUCTIONS IN INVESTED AMOUNT

         SECTION 3.1 Transferor's Right to Reduce Invested Amount. Transferor
may, on at least one Business Day's prior notice by Transferor or Servicer to
the Agent, reduce the Invested Amount by causing an amount of funds equal to the
desired amount of the reduction that are available for this purpose in
accordance with the terms of the Supplement to be transferred to the Agent, for
the account of the Purchasers (and application to the respective and ratable
reduction of the funded principal amount of the Certificate of each Purchaser),
provided that any reduction to the aggregate funded principal amounts
represented by the Certificates must be in a minimum amount of $1,000,000 (or
the entire funded principal amount, if less) or a greater integral multiple of
$1,000,000.

         SECTION 3.2 Notice to Purchasers. The Agent shall promptly advise the
Purchasers of any notice received by the Agent pursuant to Section 3.1.


                                    ARTICLE 4
                           TRANCHES, INTEREST AND FEES

         SECTION 4.1 Tranches. (a) All Purchases made hereunder shall be
included in up to four LIBOR Tranches and/or a single CBR Tranche.

         (b) Subject to the terms and conditions set forth in this section and
Section 4.4, Transferor shall have the option, on any Business Day, to convert a
Tranche of one type into a Tranche of a different type, or to continue a Tranche
of one type as such type of Tranche, provided that:

                  (i) any such conversion or continuation of a LIBOR Tranche
         shall be on the last day of an Interest Period therefor,

                  (ii) each conversion or continuation shall be made ratably
         among the Purchasers in accordance with their respective amounts of the
         Purchases comprising the converted or continued Tranche, and

                  (iii) no outstanding LIBOR Tranche may be continued as such
         type of Tranche, and no Tranche may be converted into a LIBOR Tranche
         at any time that an Early Amortization Event has occurred and is
         continuing; and any Interest Period for the LIBOR Tranche that
         commences after the commencement of the Amortization Period must begin
         on a Distribution Date and end on the next Distribution Date.

         (c) If Transferor wishes to convert and/or continue a Tranche under
this section, Transferor shall notify the Agent in writing (i) in the case of a
conversion to or continuation of the LIBOR Tranche, not later than 2:00 p.m.,
New York City time, three Business Days prior to the date of the proposed
conversion or continuation date, or (ii) otherwise, not later than noon, New
York City time, one Business Day prior to the date of the proposed conversion or




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<PAGE>   9



continuation. Each notice shall be irrevocable and shall refer to this
Agreement and specify (x) the identity and amount of the Tranche that
Transferor wishes to convert or continue, (y) whether the Tranche is to be
converted into or continued as a LIBOR Tranche or CBR Tranche and (z) the date
of the proposed conversion or continuation (which shall be a Business Day). If
Transferor shall not have delivered a timely notice in accordance with this
section with respect to any Tranche, the Tranche shall, at the end of the
Interest Period applicable to it (unless repaid pursuant to the terms hereof),
automatically be converted into or continued as the CBR Tranche. The Agent
shall promptly advise the Purchasers of any notice given pursuant to this
section and of each Purchaser's portion of any converted or continued Tranche.

         (d) In accordance with Section 4.1 of the Supplement, each Purchaser
and the Agent will be entitled to receive additional interest (at the rate
specified therein) on amounts that are not paid when due under this Agreement or
under its Certificate.

         SECTION 4.2 Fees. (a) Each Purchaser shall be entitled to receive from
Collections a fee (a "Facility Fee") for the period from the Closing Date until
the later to occur of (x) the end of the Revolving Period and (y) the payment in
full of the Certificates, equal to 0.25% per annum, on the Stated Amount of its
Certificate; provided that any Facility Fee payable to a Structured Purchaser
shall be for the account of, and distributed to, such Structured Purchaser's
Support Banks, pro rata according to the commitment of each such Support Bank to
such Structured Purchaser in connection with this Agreement. The Facility Fee
for any Distribution Date shall be calculated on the basis of the actual number
of days elapsed since the preceding Distribution Date (or, if prior to the first
subsequent Distribution Date after the Closing Date, during the period from the
Closing Date to such Distribution Date) over a year of 365 or 366 days, as
applicable.

         (b) In addition, Transferor shall pay to the Agent and First Chicago
Capital Markets, Inc. certain other fees, payable at the times and in the
amounts specified in the fee letter (the "Fee Letter") dated the date hereof
from First Chicago Capital Markets, Inc. to Transferor and Avondale.

         SECTION 4.3 Yield Protection. (a) Notwithstanding any other provision
herein, if, after the Closing Date, either:

                  (i) the adoption of any law, rule or regulation (including any
         imposition or increase of reserve requirements) or any change after the
         Closing Date in the interpretation or administration of any law, rule
         or regulation by any Governmental Authority, central bank or comparable
         agency charged with the interpretation or administration thereof, or

                  (ii) the compliance by a Purchaser with any new or revised
         guideline or request from any central bank or other Governmental
         Authority or quasi-governmental authority exercising control over banks
         or financial institutions generally (whether or not having the force of
         law),



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shall subject a Purchaser to the imposition or modification of any reserve
(including any imposed by the Federal Reserve Board), special deposit or similar
requirement (including a reserve, special deposit or similar requirement that
takes the form of a tax) against assets of, deposits with or for the account of,
or credit extended by, the Purchaser or the office from time to time that it
designates to the Agent as the office through which it makes and maintains its
Purchases comprising part of a LIBOR Tranche (as to each Purchaser, its "LIBOR
Office") or impose any other condition on a Purchaser affecting the LIBOR
Tranche or its obligations hereunder, and as a result of either of the foregoing
there shall be any increase in the cost to the Purchaser of agreeing to make or
making, funding or maintaining Purchases as a LIBOR Tranche (except to the
extent already included in the determination of the LIBOR), or there shall be a
reduction in the amount received or receivable by the Purchaser or its LIBOR
Office, then, upon written notice from the Purchaser to Transferor and Servicer
(with a copy to the Agent), signed by an officer of the Purchaser with knowledge
of and responsibility for such matters, and setting forth in reasonable detail
the calculation used to arrive at the amounts, the Purchaser shall be entitled
to receive such additional amounts sufficient to indemnify that Purchaser
against the increased cost or reduction in amounts received or receivable,
solely from amounts allocated thereto and paid pursuant to the Supplement;
provided, that any Purchaser entitled to compensation pursuant to this Section
shall designate a different LIBOR Office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in such
Purchaser's sole judgment, be otherwise disadvantageous to such Purchaser.

         (b) If a Purchaser shall reasonably determine that the adoption after
the Closing Date of any law, rule or regulation regarding capital adequacy or
capital maintenance, or any change after the Closing Date in any of the
foregoing or in the interpretation or administration thereof by any Governmental
Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by a Purchaser, any of its lending offices
or its holding company with any new or revised request or directive regarding
capital adequacy or capital maintenance (whether or not having the force of law)
of any such Governmental Authority, central bank or comparable agency, has or
would have the effect of reducing the rate of return on the Purchaser's capital
or the capital of its holding company as a consequence of this Agreement, the
commitment of such Purchaser to make Purchases or the Purchases made by such
Purchaser pursuant hereto to a level below what the Purchaser or its holding
company could have achieved but for the adoption, change or compliance (taking
into consideration the Purchaser's policies, and the policies of its holding
company, with respect to capital adequacy), then, upon written notice from the
Purchaser to Transferor and Servicer (with a copy to the Agent), signed by an
officer of the Purchaser with knowledge of and responsibility for such matters,
and setting forth in reasonable detail the calculation used to arrive at the
amounts, the Purchaser shall be entitled to receive such additional amounts as
will compensate the Purchaser or its holding company for the reduction, solely
from amounts allocated thereto and paid pursuant to the Supplement; provided,
that any Purchaser entitled to compensation pursuant to this Section shall
designate a different lending office if such designation will avoid the need
for, or reduce the amount of, such compensation and will not, in such
Purchaser's sole judgment, be otherwise disadvantageous to such Purchaser.

         (c) A Purchaser shall promptly notify Transferor, Servicer and the
Agent in writing of any event of which it has knowledge occurring after the
Closing Date that will entitle it to compensation pursuant to this section. A
certificate of the Purchaser, signed by an officer of the Purchaser with
knowledge of and responsibility for such matters, and setting forth in
reasonable detail the calculation used to arrive at the amounts necessary to
compensate the Purchaser or its holding company as specified in subsection (a)
or (b), as the case may be, shall be delivered to Transferor and Servicer and
shall be conclusive absent demonstrable error.



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<PAGE>   11



         (d) Failure on the part of a Purchaser to demand compensation for any
amounts as specified in subsection (a) or (b) with respect to any period shall
not constitute a waiver of its right to demand compensation with respect to that
period or any other period; provided, that no such demand may be made for any
period before 180 days preceding the date of such demand. The protection of this
section shall be available to the Purchasers regardless of any possible
contention of the invalidity or inapplicability of the law, rule, regulation,
guideline or other change or condition that shall have occurred or been imposed.

         (e) Promptly after giving any notice to Transferor pursuant to this
section, a Purchaser will seek to designate one of its offices located at an
address other than that previously designated pursuant to this Agreement as the
office from which its Purchases will be made after the designation if it will
avoid the need for, or materially reduce the amount of, any payment to which the
Purchaser would otherwise be entitled pursuant to this section and will not, in
the sole and reasonable discretion of the Purchaser, be otherwise
disadvantageous to the Purchaser.

         SECTION 4.4 Illegality; Unavailability. (a) In the event that on any
date any Purchaser shall have reasonably determined (which determination shall
be final and conclusive and binding upon all parties) that the making or
continuation of its Purchases as a LIBOR Tranche has become unlawful by
compliance by the Purchaser in good faith with any law, governmental rule,
regulation or order or has become impossible as a result of a contingency
occurring after the Closing Date that materially and adversely affects its
interbank eurodollar market, then, and in any such event, that Purchaser shall
promptly give notice (by telephone confirmed in writing) to Transferor, Servicer
and the Agent (which notice the Agent shall promptly transmit to each Purchaser)
of that determination. The obligation of the affected Purchaser to make or
maintain its Purchases as the LIBOR Tranche during any such period shall be
terminated at the earlier of the termination of the Interest Period then in
effect for the LIBOR Tranche or when required by law, and Transferor shall, no
later than the time specified for the termination, convert any Purchases of the
affected Purchaser that constitute part of the LIBOR Tranche into a part of the
CBR Tranche.

         (b) If, prior to the beginning of any Interest Period, the Agent shall
have reasonably determined (which determination shall be final and conclusive
and binding upon all parties) that: (i) Dollar deposits in the relevant amount
and for the Interest Period are not available in the eurodollar market or (ii)
by reason of circumstances affecting the interbank eurodollar market, that
adequate and fair means do not exist for ascertaining the LIBOR applicable to
the LIBOR Tranche, then the Agent shall promptly give notice of this
determination to Transferor, Servicer and to each Purchaser. Thereafter, and
continuing until the Agent shall notify Transferor, Servicer and each Purchaser
that the circumstances giving rise to this determination no longer exist, (x)
each LIBOR Tranche will, on the last day of the applicable Interest Period,
convert into a part of the CBR Tranche, (y) the right of Transferor to request a
LIBOR Tranche shall be suspended and (z) any Purchases requested to be made as
the LIBOR Tranche prior to such time but not yet made shall be made as the part
of the CBR Tranche.

         SECTION 4.5 Indemnity. If a Purchaser shall incur any losses, expenses
or liabilities (including any interest paid to lenders of funds borrowed by it
to fund any Purchase of a Certificate as the LIBOR Tranche and any loss
sustained in connection with the re-deployment of such funds) as a result of (a)
the failure of a Purchase to be made on a date specified therefor in a notice
delivered by Transferor pursuant to Section 2.2 (other than any such failure
resulting from the Purchaser's default in the performance of its obligations
hereunder) or (b) any repayment, including under Section 3.1, of the LIBOR
Tranche on a date that is not the last day of the Interest Period applicable to
the LIBOR Tranche or that is any date other than the date specified in a notice
of repayment given by Servicer, then, upon written notice (which notice shall be
signed by an officer of the Purchaser with knowledge of and responsibility for
such matters and



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shall set forth in reasonable detail the basis for requesting the amounts) from
the Purchaser to Transferor and Servicer, additional amounts sufficient to
indemnify the Purchaser against the losses, expenses and liabilities, but not
for any lost profits associated therewith, shall constitute "Additional
Amounts" for purposes of the Supplement, and the Purchaser shall be entitled to
receive these additional amounts, solely from amounts allocated thereto and
paid pursuant to the Supplement.

         SECTION 4.6 Taxes. (a) Except as otherwise provided below, any and all
payments made to each Purchaser under its Certificate shall be made free and
clear of and without deduction for any and all present or future taxes, levies,
imposts, duties, charges, fees, deductions or withholdings of any nature and
whatever called, by whomsoever, on whomsoever and wherever imposed, levied,
collected, withheld or assessed, excluding taxes imposed on all or part of the
net income, profits or gains of such Purchaser or its Participant, Transferee or
Affected Party (whether worldwide, or only insofar as such income, profits or
gains are considered to arise in or to relate to a particular jurisdiction, or
otherwise) by any jurisdiction under the laws of which such Purchaser,
Participant, Transferee or Affected Party is organized, has its principal office
or books its investment in its Certificate (or any tax authority thereof) (all
the nonexcluded taxes, levies, imposts, charges, deductions, withholdings and
liabilities being hereinafter referred to as "Taxes"). If Trustee or the Agent
are required by law to deduct or withhold any Taxes from or in respect of any
sum payable hereunder or under any Certificate to a Purchaser, then the sum
payable shall be increased by the amount necessary to yield to such Purchaser
(after payment of all Taxes) an amount equal to the sum it would have received
had no such deductions or withholdings been made, and the additional amount
shall constitute "Additional Amounts" for purposes of the Supplement, and the
Purchaser shall be entitled to receive these additional amounts, solely from
amounts allocated thereto and paid pursuant to the Supplement.

         (b) Whenever any Taxes are paid by Trustee pursuant to subsection (a),
as promptly as possible thereafter Servicer shall send to the relevant Purchaser
the original or a certified copy of an original official receipt showing payment
thereof (if any) or any other evidence of the payment as may be available to
Servicer through the exercise of its reasonable efforts. If Trustee fails to pay
any Taxes when due to the appropriate taxing authority or fails to remit to the
Purchaser the required receipts or other required documentary evidence, the
Purchaser shall be entitled to receive, solely from amounts allocated with
respect thereto and paid pursuant to the Supplement, additional amounts
necessary to indemnify it for any incremental taxes, interest or penalties that
may become payable by the Purchaser as a result of any such failure, and the
amounts shall constitute "Additional Amounts" for purposes of the Supplement,
and the Purchaser shall be entitled to receive these additional amounts, solely
from amounts allocated thereto and paid pursuant to the Supplement.

         (c) On or before the date it becomes a party to this Agreement (and, so
long as it may properly do so, periodically thereafter, as requested by
Servicer, to keep forms up to date), each Purchaser, including any Assignee,
that is not a United States person (as defined in section 7701(a)(30) of the
Internal Revenue Code), shall deliver to Trustee any certificates, documents or
other evidence that shall be required by the Internal Revenue Code or Treasury
Regulations issued pursuant thereto to establish that, assuming the Certificates
are properly characterized as indebtedness for Federal income tax purposes, it
is exempt from existing United States Federal withholding (including backup
withholding) requirements, including (i) two original copies of Internal Revenue
Service Form 4224 or successor applicable form, properly completed and duly
executed by the Purchaser or Assignee certifying that it is entitled to receive
payments under this Agreement or any Certificate without deduction or
withholding of any United States Federal income taxes, or (ii) an original copy
of Internal Revenue Service Form W-8 or applicable successor form, properly
completed and duly executed; provided, that if any Purchaser does not comply
with this subsection 4.6(c), amounts payable to such Purchaser under this
Section 4.6



                                       8
<PAGE>   13



shall be limited to amounts that would have been payable under this section if
such Purchaser had so complied.

         (d) The Transferor shall not be required pursuant to this Section to
indemnify any Purchaser, Participant, Transferee or Affected Party that itself
is not incorporated under the laws of the United States of America or a state
thereof or that is purchasing its Certificate from or holding its Certificate in
an office not located within the United States of America or a state thereof (a
"Non-U.S. Party"), or to pay any additional amounts to any Non-U.S. Party, in
each case in respect of United States Federal withholding tax to the extent that
the obligation to withhold amounts with respect to United States Federal
withholding tax existed (i) in the case of a Purchaser, Participant or
Transferee, on the date such Non-U.S. Party became a party to this Agreement or
otherwise acquired a Certificate or any interest therein or (ii) in the case of
an Affected Party, on the date such Non-U.S. Party became a Support Bank.

                                   ARTICLE 5
                              OTHER PAYMENT TERMS

         SECTION 5.1 Time and Method of Payment. (a) All amounts payable to any
Purchaser hereunder or with respect to its Certificate shall be made to the
Agent for the account of the Purchaser by wire transfer of immediately available
funds in Dollars not later than 2:00 p.m., New York City time, on the date due.
Any funds received after that time will be deemed to have been received on the
next Business Day. The Agent shall distribute all payments to the Purchasers, in
accordance with their respective interests, prior to the close of business on
the Business Day on which any payment is deemed received.

         (b) On any date on which a payment to one or more Purchasers hereunder
or under the Certificates is due and payable, the Agent may (but in no event
shall be required to) assume that the payment has been made available to the
Agent on the date of the payment in accordance with this section, and the Agent
may (but in no event shall be required to), in reliance upon this assumption,
make payment of a corresponding amount to the Purchasers. If and to the extent
any amounts shall not have so been made available to the Agent, each Purchaser
irrevocably and unconditionally agrees to repay to the Agent forthwith on demand
the amount of payment it received together with interest thereon, for each day
from the date payment is made by the Agent until the date the amount is repaid
to the Agent, (i) for the first three days following the date the payment is
made, at a rate per annum equal to the Federal Funds Rate and (ii) thereafter,
at a rate per annum equal to the Federal Funds Rate plus 1%.

         SECTION 5.2 Pro Rata Treatment. Each repayment of the principal of the
Certificates, (except as otherwise required by Section 2.2(c)), each payment of
interest thereon, each payment of the Facility Fee, each reduction of the Stated
Amounts and each conversion or continuation of any Tranche (except as otherwise
required by Section 4.4(a) with respect to conversions) shall be allocated pro
rata among the Purchasers on the date of payment or reduction, in accordance
with their respective Percentages. Each Purchaser agrees that in computing its
portion of any Purchases to be made hereunder, the Agent may, in its discretion,
round each Purchaser's pro rata share of the Purchases to the next higher or
lower whole dollar amount.



                                       9
<PAGE>   14



                                   ARTICLE 6
                         REPRESENTATIONS AND WARRANTIES

         SECTION 6.1 Transferor. As of the date hereof, Transferor represents
and warrants to the Purchasers that each of its representations and warranties
in the Pooling Agreement and Purchase Agreement is true and correct, as if made
on the date hereof, and further represents and warrants that:

                  (a) no Early Amortization Event or Unmatured Early
         Amortization Event exists;

                  (b) assuming the accuracy of each Purchaser's representations
         set out in Section 6.3 and that no Purchaser (and no Person acting on
         any Purchaser's behalf) has made a general solicitation or general
         advertising within the meaning of the Securities Act, the offer and
         sale of the Certificates in the manner contemplated by this Agreement
         is a transaction exempt from the registration requirements of the
         Securities Act, and the Pooling Agreement is not required to be
         qualified under the Trust Indenture Act of 1939, as amended; and

                  (c) no information supplied by or on behalf of Transferor,
         Avondale or any of its Subsidiaries to the Agent or the Purchasers in
         connection with the Transaction Documents contains any untrue statement
         of a material fact or omits to state a material fact necessary to make
         the statements contained herein or therein not misleading in light of
         the circumstances under which they were made or the information was
         furnished.

         SECTION 6.2 Initial Servicer and Avondale. As of the date hereof, each
of Initial Servicer and Avondale represents and warrants to the Purchasers that:

                  (a) each of its representations and warranties in the Pooling
         Agreement and the Purchase Agreement is true and correct;

                  (b) the audited financial statements of Avondale and its
         consolidated Subsidiaries, as of August 30, 1996 present fairly in all
         material respects the financial position, results of operations and
         cash flows of Avondale and its consolidated Subsidiaries at the dates
         and for the periods to which they relate and have been prepared in
         accordance with generally accepted accounting principles applied on a
         consistent basis, except as otherwise stated therein;

                  (c) since August 30, 1996, (i) there has been no material
         adverse change in the financial condition or the earnings, business or
         operations of Transferor or Avondale, whether or not arising in the
         ordinary course of business, and (ii) there have been no transactions
         entered into by Transferor, Avondale or the Sellers that are material
         with respect to the financial condition or the earnings, business
         affairs or business prospects of Transferor or Avondale; and

                  (d) no information supplied by or on behalf of Transferor,
         Avondale or any of its Subsidiaries to the Agent or the Purchasers in
         connection with the Transaction Documents contains any untrue statement
         of a material fact or omits to state a material fact necessary to make
         the statements contained herein or therein not misleading in light of
         the circumstances under which they were made or the information was
         furnished.

         SECTION 6.3 Purchasers. As of the Closing Date (or such later date on
which it acquires its Certificate in accordance with Section 10.3), each
Purchaser represents and warrants



                                      10
<PAGE>   15



(and each Assignee shall be deemed to represent and warrant as of the date that
its assignment becomes effective) that:

                  (a) it is a "qualified institutional buyer" as that term is
         defined under Rule 144A of the Securities Act and it is not purchasing
         its Certificate with a view to making a distribution thereof (within
         the meaning of the Securities Act); and

                  (b) it is not a pension, profit sharing or other employee
         benefit plan subject to the Employee Retirement Income Security Act of
         1975, as amended.

                                   ARTICLE 7
                                  CONDITIONS

         SECTION 7.1 Conditions to Effectiveness. The effectiveness of this
Agreement shall be subject to the satisfaction of the conditions precedent that
(x) the Agent shall have received, for the account of FALCON, a duly executed
and authenticated Certificate registered in its name and in a Stated Amount
equal to the amount set out opposite its name on the signature pages of this
Agreement, and (y) the Agent shall have received an original (except as
indicated below) counterpart of the following (each of which, if not in a form
attached to this Agreement, shall be in form and substance satisfactory to the
Agent):

                  (a) the Supplement, which shall be in full force and effect,
         and all actions required to be taken under those documents in
         connection with the issuance of the Certificates shall have been taken;

                  (b) Amendment No. 1 to the Pooling Agreement and the Purchase
         Agreement (the "Amendment") dated as of November 21, 1997 among
         Transferor, Avondale and Trustee, and all conditions precedent in
         Section 2.01 of the Amendment have been satisfied;

                  (c) the Seller Assignment Certificate in the form attached as
         Exhibit B-2 to the Pooling Agreement, necessary to protect the
         Trustee's security interest in the Transferred Assets;

                  (d) a certificate of the Secretary, or an Assistant Secretary,
         of each of Transferor, Servicer, Guarantor and each Seller with respect
         to:

                          (i) attached copies of resolutions of its Board of
                  Directors then in full force and effect authorizing the
                  execution, delivery and performance of the Transaction
                  Documents,

                          (ii) the incumbency and signatures of those of its
                  officers authorized to act with respect to the Transaction
                  Documents,

                          (iii) attached copies of its certificate of
                  incorporation and by-laws;

                  (e) a certificate of an Authorized Officer of each of
         Transferor, Servicer and each Seller as to the satisfaction of the
         conditions precedent set forth in Section 7.2,


                  (f) such documentation with respect to the assignment of
         Receivables owed by Canadian residents as the Agent shall reasonably
         request;



                                      11
<PAGE>   16



                  (g) the following opinions addressed to the Agent, the
         Purchasers and Trustee, and in each case as to the matters and in such
         form and substance as shall be satisfactory to the Agent, the
         Purchasers and Trustee:

                          (i) opinions of King & Spalding as to certain
                  corporate and securities matters, Federal and state tax and
                  UCC matters, true sale and non-consolidation; and

                          (ii) opinions of Bradley, Arant, Rose & White as to
                  certain corporate, state tax and UCC matters;

                  (h) any other information, certificates, opinions and
         documents as the Agent may have reasonably requested.

         SECTION 7.2 Conditions to Each Purchase. The obligation of each
Purchaser to make any Purchase on any day (including those comprising the
initial Purchase) shall be subject to the conditions precedent that on the date
of the Purchase, before and after giving effect thereto and to the application
of any proceeds therefrom, the following statements shall be true:

                  (a) the representations and warranties of Transferor and
         Initial Servicer set out in this Agreement (other than in Section
         6.2(b) or (c)) are true and accurate in all material respects as of
         that date with the same effect as though made on that date (unless
         specifically stated to relate to an earlier date); and

                  (b) no Early Amortization Event or Unmatured Early
         Amortization Event has occurred and is continuing.

         The giving of any notice pursuant to Section 2.2 shall constitute a
representation and warranty by Transferor, Avondale and Initial Servicer that
the foregoing statements (limited, in the case of subsection (a) to the
representations and warranties of the Person deemed to make the representation
and warranty referred to in this sentence) are true.


                                   ARTICLE 8
                                   COVENANTS

         SECTION 8.1 Affirmative Covenants. Transferor, Avondale and Initial
Servicer each severally covenant and agree that, until the Certificates have
been paid in full, it will:

                  (a) duly and timely perform all of its covenants and
         obligations under each Transaction Document to which it is a party;

                  (b) with reasonable promptness deliver to each Purchaser such
         information, documents, records or reports respecting the Program or
         the Receivables as the Agent may from time to time reasonably request
         on behalf of any Purchaser;

                  (c) at the same time any report (including any Daily Report,
         Cash Flow Report, Monthly Report or annual auditors' report), notice or
         other document is provided, or caused to be provided, by Transferor or
         Servicer to Trustee under the Pooling Agreement, provide the Agent (for
         the benefit of each Purchaser) with a copy of the report;



                                      12
<PAGE>   17



                  (d) during regular business hours and (so long as no Early
         Amortization Event has occurred and is continuing) upon five Business
         Days prior written notice, permit the Agent (or such other Person as
         the Agent may designate from time to time), or their respective agents
         or representatives (including certified public accountants or other
         auditors), at the expense of the Servicer paid out of the Servicing
         Fee, (i) to examine and make copies of and abstracts from, and to
         conduct accounting reviews of, all Records in the possession or under
         the control of Servicer, Transferor or any Seller, including the
         related Contracts and purchase orders, invoices and other agreements
         related thereto, and (ii) to visit the offices and properties of
         Servicer, Transferor or any Seller for the purpose of examining such
         materials described in clause (i), and to discuss matters relating to
         the Receivables or the Related Transferred Assets or the performance by
         Servicer, Transferor or any Seller of their respective obligations
         under any Transaction Document with any officer, employee or
         representative of Servicer, Transferor or any Seller. The Agent may
         (but shall not be obligated to) conduct, or cause its agents or
         representatives to conduct, reviews of the types described in this
         paragraph (each such review, a "Receivables Review") whenever the
         Agent, in its reasonable judgment, deems any such review appropriate;
         provided, that before the occurrence and continuance of an Early
         Amortization Event, the Agent (or its agent or representative) shall
         have the right to request a Receivables Review not more than twice in
         any calendar year;

                  (e) maintain credit insurance policies with respect to the
         Receivables in a manner reasonably consistent with Avondale's practices
         prior to the Closing Date, and cause Trustee to be named as a loss
         payee under such policies; and

                  (f) comply with the covenants made by it in the back-up
         certificates delivered to King & Spalding in support of opinions given
         by that firm on the Closing Date with respect to true sale and
         substance consolidation issues.

         SECTION 8.2 Negative Covenants. (a) Notwithstanding Section 1.7 of the
Purchase Agreement, Transferor, Avondale and Avondale Incorporated shall not
cause or permit any Domestic Subsidiary of Avondale or Avondale Incorporated to
become a new Seller unless the Required Purchasers have consented in writing to
that addition.

         (b) Transferor covenants and agrees that, until the Certificates have
been paid in full, it will not allow (i) to be outstanding over 20 Private
Holders of Subject Instruments and (ii) any Subject Instruments to be traded on
an Established Securities Market, registered under the Securities Act or offered
or sold pursuant to Regulation S (17 CFR 230.901 through 230.904 or any
successor thereto) if such offering or sale would have been required to be
registered under the Securities Act if the interests so offered or sold had been
offered and sold within the United States.

         SECTION 8.3 Transfers. Each Purchaser represents that neither it nor
any Person acting on its behalf has made a general solicitation or general
advertising, within the meaning of the Securities Act and the rules and
regulations thereunder, for the offer or sale of the Certificates. Each
Purchaser further agrees that it will not make any general solicitation or
general advertising for the offer or sale of the Certificates and will not
transfer its Certificate (or any portion thereof) to any Person unless such
Person shall have provided the Trustee and Transferor with a certificate to the
effect that such Person: (a) is a "qualified institutional buyer" as that term
is defined under Rule 144A of the Securities Act and is not purchasing its
Certificate with a view to making a distribution thereof (within the meaning of
the Securities Act) and (b) is not a pension, profit sharing or other employee
benefit plan subject to the Employee Retirement Income Security Act of 1974, as
amended.



                                      13
<PAGE>   18



                                   ARTICLE 9
                           AGENT; REQUIRED PURCHASERS


         SECTION 9.1 Appointment. The Purchasers hereby designate FNBC as Agent.
Each Purchaser hereby irrevocably authorizes the Agent to take action on its
behalf under the provisions of the Transaction Documents and any other
instruments and agreements referred to therein and to exercise the powers and
perform the duties hereunder and thereunder that are specifically delegated to
or required of the Agent by the terms hereof and thereof, and any other powers
as are reasonably incidental thereto. The Agent may perform any of its duties by
or through its officers, directors, agents or employees.

         SECTION 9.2 Nature of Duties. The Agent shall not have any duties or
responsibilities except those expressly set forth in this Agreement. Neither the
Agent nor any of its officers, directors, agents or employees shall be liable
for any action taken or omitted by it or them under any Transaction Document or
in connection herewith or therewith, unless caused by their gross negligence or
willful misconduct. The duties of the Agent shall be mechanical and
administrative in nature, the Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Purchaser, and nothing in any
Transaction Document, expressed or implied, is intended to or shall be construed
as to impose upon the Agent any obligations in respect of any Transaction
Document except as expressly set forth herein.

         SECTION 9.3 Lack of Reliance on Agent and Financial Advisor.
Independently and without reliance upon the Agent or the Financial Advisor, each
Purchaser, to the extent it deems appropriate, has made and shall continue to
make (a) its own independent investigation of the financial condition and
affairs of Transferor, the Sellers, Servicer, Guarantor and the Trust in
connection with the making and the continuation of each Purchase and the taking
or not taking of any action in connection herewith and (b) its own appraisal of
the creditworthiness of Transferor, the Sellers, Guarantor and Servicer and the
merits and risks of an investment in the Certificates, and, except as expressly
provided in this Agreement, the Agent shall not have any duty or responsibility,
either initially or on a continuing basis, to provide any Purchaser with any
credit or other information with respect thereto, whether coming into its
possession before the making of a Purchase or at any time or times thereafter.
The Agent shall not be responsible to any Purchaser for any recitals,
statements, information, representations or warranties herein or in any
document, certificate or other writing delivered in connection herewith or for
the execution, effectiveness, genuineness, validity, enforceability, perfection,
collectibility, priority or sufficiency of the Transaction Documents or the
financial condition of Transferor, the Sellers, Guarantor, Servicer or the Trust
or be required to make any inquiry concerning either the performance or
observance of any of the terms, provisions or conditions of any Transaction
Document, or the financial condition of Transferor, the Sellers, Guarantor,
Servicer or the Trust or the existence or possible existence of any Early
Amortization Event or Unmatured Early Amortization Event.

         SECTION 9.4 Certain Rights of Agent. If the Agent shall request
instructions from the Required Purchasers with respect to any act or action
(including failure to act) in connection with any Transaction Document, the
Agent shall be entitled to refrain from acting or taking the action unless and
until the Agent shall have received instructions from the Required Purchasers,
and the Agent shall not incur liability to any Person by reason of so
refraining. Without limiting the foregoing, no Purchaser shall have any right of
action whatsoever against the Agent as a result of the Agent acting or
refraining from acting under any Transaction Document in accordance with the
instructions of the Required Purchasers or for refraining to act in the absence
of instruction.



                                      14
<PAGE>   19



         SECTION 9.5 Reliance. The Agent shall be entitled to rely, and shall be
fully protected in relying, upon any note, writing, resolution, notice,
statement, certificate, telex, teletype or telecopier message, cablegram,
radiogram, order or other document or telephone message signed, sent or made by
any Person that the Agent believed to be the proper Person. The Agent may
consult with legal counsel (including counsel for any Related Person),
independent public accountants and other experts selected by the Agent and shall
not be liable for any action taken or omitted to be taken in accordance with the
advice of such counsel, accountants or experts.

         SECTION 9.6 Indemnification. To the extent the Agent is not reimbursed
and indemnified by Transferor or Servicer, the Purchasers will reimburse and
indemnify the Agent ratably in accordance with their respective Percentages from
and against any and all liabilities, obligations, losses, damages, penalties,
claims, actions, judgments, suits, costs, expenses or disbursements of
whatsoever kind or nature that may be imposed on, asserted against or incurred
or suffered by the Agent (including fees and expenses of legal counsel,
accountants and experts) in performing its duties or as a result of any action
taken or omitted to be taken by the Agent under any Transaction Document or in
any way relating to or arising out of any Transaction Document; provided, that
no Purchaser shall be liable for any portion of these liabilities, obligations,
losses, damages, penalties, claims, actions, judgments, suits, costs, expenses
or disbursements resulting from the Agent's gross negligence or willful
misconduct (as determined by a court of competent jurisdiction in a final and
non-appealable order).

         SECTION 9.7 Agent in its Individual Capacity. With respect to its
obligation to purchase a Certificate under this Agreement, the Agent shall have
the rights and powers specified herein for a Purchaser and may exercise the same
rights and powers as though it were not performing the duties of the "Agent"
specified herein, and the term "Purchasers," "Required Purchasers" and "Holders"
or "payees" of any Certificates or any similar terms shall, unless the context
clearly otherwise indicates, include the Agent in its individual capacity. The
Agent and its Affiliates may accept deposits from, lend money to and generally
engage in any kind of banking, trust or other business with Transferor or
Servicer or any Related Person as if the Agent were not performing the duties
specified herein, and may accept fees and other consideration from Transferor or
Servicer for services in connection with this Agreement and otherwise without
having to account for the same to the Purchasers. Each of the parties hereto
acknowledges that the Agent will be acting both as agent and as lender under the
Avondale Credit Agreement and as a Purchaser and Agent under this Agreement.

         SECTION 9.8 Resignation by Agent. (a) The Agent may resign at any time
by giving notice to Transferor and the Purchasers. Such resignation shall take
effect upon the appointment of a successor Agent pursuant to subsections (b) and
(c) below or as otherwise provided below.

         (b) Upon any notice of resignation of the Agent, the Required
Purchasers shall appoint a successor Agent hereunder who shall be a commercial
bank or trust company reasonably acceptable to Transferor (it being understood
and agreed that any Purchaser is deemed to be acceptable to Transferor).

         (c) If a successor Agent is not appointed pursuant to subsection (b)
within 30 days after the delivery of the notice referred to in subsection (a),
the resigning Agent, with the consent of Transferor, shall then appoint a
successor Agent who shall serve as Agent hereunder until the time, if any, that
the Required Purchasers appoint a successor Agent as provided above.

         (d) If no successor Agent has been appointed pursuant to subsection (b)
or (c) above by the 60th day after the date notice of resignation was given by
the resigning Agent, such Agent's resignation shall become effective and the
Purchasers shall thereafter perform all the duties of the



                                      15
<PAGE>   20



Agent under the Transaction Documents until the time, if any, that the
Purchasers appoint a successor Agent as provided above.

         SECTION 9.9 Required Purchasers. "Required Purchasers" means (i) for
purposes of Sections 6.2 of the Supplement, Purchasers having Percentages that
aggregate at least 66_%, and (ii) otherwise, Purchasers having Percentages that
aggregate more than 50%.


                                   ARTICLE 10
                            MISCELLANEOUS PROVISIONS

         SECTION 10.1 Amendments. Except as provided in Section 13.1(a) or (b)
of the Pooling Agreement, Transferor, Avondale and Initial Servicer shall not
amend, waive or otherwise modify any provision of any Transaction Document to
which it is a party, consent to any departure therefrom, or grant any waiver or
consent thereunder, unless the same shall have been consented to in writing by
the Required Purchasers prior to the effectiveness of the same; provided,
however, that no amendment shall (a) decrease in any manner the amount of, or
delay the timing of, any allocation, payment or distribution in respect of any
Certificate without the prior written consent of each Purchaser affected
thereby, (b) amend, modify or waive any provision of this Agreement that
requires the approval or consent of a specified percentage of Purchasers without
the prior written consent of that percentage of Purchasers, (c) amend, modify or
waive the provisions of this section in a manner adverse to the rights of any
Purchaser without the consent of that Purchaser, (d) waive any Early
Amortization Event arising from a Bankruptcy Event with respect to Transferor,
Avondale or any Seller without the consent of each Purchaser, (e) amend or
modify the Percentage of any Purchaser without its prior written consent, (f)
waive any of the requirements hereunder that the interests of Trustee in the
Receivables and the other Transferred Assets be perfected by appropriate UCC
filings without the prior written consent of each Purchaser or (g) amend, modify
or otherwise affect the rights or duties of the Agent hereunder without the
prior written consent of the Agent; provided further that neither the execution
and delivery of a Supplement relating to a refinancing of the Certificates as
contemplated by Section 4.9 of the Supplement relating to the Certificates, nor
any other amendment to the Transaction Documents in connection with such a
refinancing, shall require any consent from any Purchaser, so long as the prior
or contemporaneous repayment in full of the Certificates in accordance with
Section 5.2 of the Supplement relating to the Certificates is a condition to the
issuance of the refinancing certificates, and of the effectiveness of such
related amendment. Each Purchaser shall be bound by any modification, waiver or
consent authorized by this section.

         SECTION 10.2 No Waiver; Remedies. Any waiver, consent or approval given
by any party hereto shall be effective only in the specific instance and for the
specific purpose for which given, and no waiver by a party of any breach or
default under this Agreement shall be deemed a waiver of any other breach or
default. No failure on the part of any party hereto to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder, or any abandonment or
discontinuation of steps to enforce the right, power or privilege, preclude any
other or further exercise thereof or the exercise of any other right. No notice
to or demand on any party hereto in any case shall entitle such party to any
other or further notice or demand in the same, similar or other circumstances.
The remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

         SECTION 10.3 Successors and Assigns; Assignments. (a) This Agreement
shall be binding upon, and inure to the benefit of, Transferor, Servicer,
Avondale, the Agent, the Purchasers and their respective successors and assigns;
provided that none of Transferor, Servicer or Avondale may assign its rights or
obligations hereunder or in connection herewith or



                                      16
<PAGE>   21



any interest herein (voluntarily, by operation of law or otherwise) without the
prior written consent of all the Purchasers, except that Servicer may be
terminated in accordance with Sections 10.1 and 10.2 of the Pooling Agreement;
and provided further, that no Purchaser or Participant may transfer, pledge,
assign, sell participations in or otherwise encumber its rights or obligations
hereunder or any interest herein except as permitted under this section.

         (b) No Certificate may be subdivided into an aggregate principal amount
of less than 2.1% of the aggregate principal amount of all outstanding Subject
Instruments (including the Transferor Certificate) and, if Transferor so
specifies, Enhancements (other than as a direct result of a transfer, assignment
or other conveyance by a Structured Purchaser to a Permitted Transferee), and
after giving effect to any subdivision (other than a transfer, assignment or
other conveyance by a Structured Purchaser to a Permitted Transferee), there may
not be more than 20 Private Holders of Subject Instruments. Subject to the terms
of Section 10.3(f), each Purchaser may at any time sell to one or more banks or
other entities ("Participants") participating interests in all or any portion of
its Certificate and its obligations hereunder (its "Credit Exposure"); provided
that such Participant shall have certified to the selling Purchaser that such
Participant is a "qualified institutional buyer" (as defined in Rule 144A under
the Securities Act). In the event of any sale by a Purchaser of participating
interests to a Participant, the Purchaser shall notify Transferor of the
identity of the Participant upon a request by Transferor, the Purchaser's
obligations under this Agreement shall remain unchanged, the Purchaser shall
remain solely responsible for the performance thereof, and the Purchaser shall
remain the holder of its rights under its Certificate and this Agreement for all
purposes under this Agreement, and the other parties to the Transaction
Documents shall continue to deal solely and directly with the Purchaser in
connection with such rights and obligations under this Agreement. If the
proposed Participant is not a Permitted Transferee, prior to any rights of such
Participant being recognized hereunder or under any other Transaction Document
or Certificates the Purchaser shall provide, or shall cause such Participant to
provide, to Transferor such information as Transferor reasonably requests to
make the determination required by Section 10.3(f).

         Transferor agrees that each Participant shall be entitled to the
benefits (and subject to the duties) of Sections 4.3, 4.5 and 4.6 with respect
to its participation in the Certificate. The Purchasers agree that any agreement
between them and any Participant in respect of a participating interest shall
(x) contain a covenant of the Participant not to make any general solicitation
or general advertising for the offer or sale of its interest in the
Certificates, (y) require the Participant to comply with the terms of Section
10.13 and (z) not restrict the Purchasers' right to agree to any amendment,
supplement or modification of the Transaction Documents except to (i0 extend the
final maturity of any obligation, (ii) reduce the rate or extend the time of
payment of interest thereon or any fees owed to the Purchasers under the
Transaction Documents, (iii) reduce the principal amount of any obligation, (iv0
release or direct the release of all or substantially all of the Transferred
Assets or Trustee's claim to the Transferred Assets, (v) reduce substantially
the amount of any reserve included in the calculation of the Base Amount, (vi)
increase the amount of the participation from the amount thereof then in effect,
or (vii) permit assignment or transfer by Transferor or any Seller of its rights
or obligations under the Transaction Documents.

         (c) Subject to the terms of Section 10.3(f), any Purchaser may at any
time assign to any Permitted Transferee or to one or more banks or other
financial institutions (each, an "Assignee") all or any part of its Credit
Exposure; provided that (i) unless assigned to an Affiliate of the Purchaser or
to a Permitted Transferee, it assigns all of its Credit Exposure or a portion of
its Credit Exposure in an amount not less than $5,000,000, (ii) such Assignee,
other than an existing Purchaser, an Affiliate of the Purchaser or a Permitted
Transferee, must be reasonably acceptable to the Agent, which acceptance shall
not be delayed or withheld unreasonably, (iii) if such Assignee is not a United
States person (as defined in section 7701(a)(30) of the Internal



                                      17
<PAGE>   22



Revenue Code), such Assignee shall satisfy the requirements of Section 4.6(c),
provided, that if such Assignee thereafter fails to comply with the
requirements of Section 4.6, amounts payable to it under Section 4.6 shall be
limited to amounts that would be payable if such Assignee had complied with
Section 4.6(c), and (iv) such Assignee shall have certified to the assigning
Purchaser that such Assignee is a "qualified institutional buyer" (as defined
in Rule 144A under the Securities Act). For purposes of this Section 10.3, a
"Permitted Transferee" means, with respect to any Structured Purchaser, any of
its Support Banks; provided, however, that the aggregate number of actual
assignments by a Structured Purchaser to Permitted Transferees at any time
outstanding shall not exceed 10.

         In the event of any assignment, the Purchaser (x) shall comply with
Article VI of the Pooling Agreement; provided that no Opinion of Counsel shall
be required to be delivered pursuant to Section 6.3(e) of the Pooling Agreement
with respect to any transfer to a Permitted Transferee, and (y) shall give
notice to Transferor and the Agent and shall deliver to the Agent, for
acceptance and recording in its records, an assignment agreement substantially
in the form of Exhibit D together with a processing and recordation fee of, in
the case of assignments to a Purchaser or an Affiliate of a Purchaser, $1,500
and, in cases of any other assignment, $3,500; provided, that no processing and
recordation fee shall be payable in connection with any assignment by a
Structured Purchaser to a Permitted Transferee. Within five Business Days of
receipt thereof, the Agent shall, if the assignment agreement has been fully
executed by the Assignee and the assignor Purchaser, is completed and is in
substantially the form of Exhibit D, execute the assignment agreement and record
the information contained therein in its records. Upon the earlier of the
expiration of the five Business Day period or the date of the recording, the
assignment will become effective; provided, that any assignment by a Structured
Purchaser to a Permitted Transferee shall not require acceptance or recording by
the Agent prior to effectiveness and shall become effective immediately upon
receipt by the Agent of an assignment agreement appropriately completed in
substantially the form of Exhibit D and executed by such Structured Purchaser
and the applicable Permitted Transferee.

         Transferor, Servicer, Avondale, the Agent and the Purchasers agree to
extend the rights and benefits under this Agreement to the Assignee to the
extent the Assignee would have had if it were a Purchaser that was an original
signatory to this Agreement; provided, that the parties hereto shall be entitled
to continue to deal solely and directly with the assignor Purchaser in
connection with the interests so assigned to the Assignee until the assignment
agreement and any required fee, as described above, shall have been delivered to
the Agent by the Purchaser and the Assignee and the assignment shall have become
effective; provided, further, that notwithstanding anything herein or in the
assignment agreement, the Transaction Documents or any Certificate to the
contrary, an assignment to an existing Purchaser or an Affiliate of the
assigning Purchaser (other than to a Permitted Transferee) shall not become
effective, an Assignee (other than a Permitted Transferee) shall not be
recognized as a Purchaser and no other rights of an Assignee hereunder or under
any other Transaction Document or Certificate shall be recognized unless and
until the assigning Purchaser shall have provided, or caused the Assignee to
provide, to Transferor such information as Transferor reasonably requests to
make the determinations required by Section 10.3(f). Upon the effective
assignment of its Credit Exposure, the Purchaser shall be relieved of its
obligations hereunder to the extent of the assignment.

         (d) The sale or assignment of any Credit Exposure to any Assignee or
Participant (each, a "Transferee") shall not be effective until it has agreed to
be bound by the provisions of Section 10.13. Transferor and, the Sellers, the
Servicer and Avondale each authorize the Purchasers to disclose to any
Transferee and any prospective Transferee any and all information in their
possession concerning Transferor, the Sellers, the Servicer or Avondale in
connection with the Transferee's credit evaluation of the Program prior to
entering into this Agreement.



                                      18
<PAGE>   23



         (e) Notwithstanding any other provision set forth in this Agreement,
the Purchasers may at any time create a security interest in all or any portion
of their rights under this Agreement and the Certificates in favor of any
Federal Reserve Bank in accordance with Regulation A of the Board of Governors
of the Federal Reserve System.

         (f) No transfer, assignment or other conveyance of, or sale of a
participation interest in, a Certificate (other than by a Structured Purchaser
to a Permitted Transferee) shall be made unless (i) the aggregate outstanding
principal amount of all Certificates transferred, or in which a participation
interest is sold, pursuant to such transfer or sale is equal to a principal
amount of Certificates that would represent at least 2.1% of the aggregate
principal amounts of all Subject Instruments (including the Transferor
Certificate) and, if the Transferor so specifies, Enhancements, and (ii) after
giving effect thereto, there shall be no more than 20 Private Holders of Subject
Instruments, as reasonably determined by Transferor. No Certificate may be
subdivided into an aggregate principal amount that would represent less than
2.1% of the aggregate principal amounts of all outstanding Subject Instruments
(including the Transferor Certificate) and, if the Transferor so specifies,
Enhancements. Any attempted transfer, assignment, conveyance, participation or
subdivision in contravention of the preceding restrictions, as reasonably
determined by the Transferor, shall be void ab initio and the purported
transferor, seller or subdivider of such Certificate shall continue to be
treated as the Certificateholder of any such Certificate for all purposes of
this Agreement.

         (g) Each Affected Party with respect to each Purchaser shall be
entitled to receive additional payments pursuant to Sections 4.3, 4.5, 4.6, and
10.5 as though it were a Purchaser and such Sections applied to its interest in
a Certificate or commitment to make or acquire interests in Purchases; provided
that such Affected Party shall not be entitled to additional payments pursuant
to Section 4.6 attributable to its failure to satisfy, at the time such Affected
Party becomes a Support Bank, the requirements of subsection 4.6(c) as if it
were an Assignee.

         (h) Each Affected Party claiming increased amounts described in
Sections 4.3, 4.5, 4.6 or 10.5 shall furnish, through its related Purchaser, to
the Trustee, the Agent, Servicer and Transferor a certificate setting forth in
reasonable detail the basis and amount of each request by such Affected Party
for any such amounts referred to in such Section, which certificate will be
prepared in accordance with the requirements of such Section (if any).
Determinations by an Affected Party of any increased amounts referred to in such
Sections shall be conclusive, absent demonstrable error. Each Affected Party
shall promptly notify, through its related Purchaser, the Trustee, the Agent,
Servicer and Transferor of the occurrence of any event of which such Affected
Party is aware that would be likely to result in a demand for compensation
pursuant to Section 4.3, 4.5, 4.6 or 10.5.

         (i) In connection with any proposal that a bank or other financial
institution become a Support Bank for a Purchaser which is a Structured
Purchaser, such Purchaser at its sole discretion, shall be entitled to
distribute to any proposed Support Bank on a confidential basis any information
furnished to such Purchaser by the Agent pursuant to the Transaction Documents.
Each Purchaser which is a Structured Purchaser shall promptly notify the Agent
(who shall promptly notify Transferor) in writing of the identity and interest
of each Support Bank for such Purchaser promptly upon the obtaining of such
Support Bank. Such Purchaser shall provide to the Agent (who shall, upon
request, provide copies of the same to Transferor, Servicer and the Trustee),
with respect to each Support Bank, such forms as would be required to be
furnished by such Support Bank pursuant to subsection 4.6(c) if such Support
Bank were an Assignee.

         (j) Transferor, the Servicer and Avondale agree to assist the Agent in
any marketing of the Series 1996-1 Certificates, and Transferor, the Servicer
and Avondale agree (promptly upon request) to review any related marketing
materials and to provide all reasonably available



                                      19
<PAGE>   24



information deemed necessary by the Agent in such marketing. In addition,
Transferor, the Servicer and Avondale will use its best efforts to make
appropriate officers and representatives of Transferor, the Sellers and
Avondale available to participate in the information meetings for potential
investors at such times and places as the Agent may reasonably request.

         SECTION 10.4 Survival of Agreement. All covenants, agreements,
representations and warranties made herein and in the Certificates delivered
pursuant hereto shall survive the making and the repayment of the Purchases and
the execution and delivery of this Agreement and the Certificates and shall
continue in full force and effect until all obligations have been paid in full
and all commitments of the Purchasers hereunder have been terminated. In
addition, the obligations of Transferor under Sections 4.2, 4.3, 4.4, 4.6 and
10.5 and the obligations of the Purchasers under Section 9.6 shall survive the
termination of this Agreement.

         SECTION 10.5 Expenses; Indemnification. (a) Transferor and Avondale
jointly and severally shall pay on demand (i) all reasonable out-of-pocket fees
and expenses (including reasonable attorneys' fees and expenses) of the Agent
incurred in connection with the preparation, execution, delivery,
administration, amendment, modification and waiver of the Transaction Documents
and the making and repayment of the Purchases, including any Servicer or
collection agent fees paid to any third party for services rendered to the
Purchasers and the Agent in collecting the Receivables and (ii) all reasonable
out-of-pocket fees and expenses of the Purchasers and the Agent (including
reasonable attorneys' fees and expenses of their counsel) incurred in connection
with the enforcement of the Transaction Documents against Transferor, Servicer,
Guarantor and the Sellers and in connection with any workout or restructuring of
the Transaction Documents. In addition, Transferor will pay any and all stamp
and other taxes and fees payable or determined to be payable in connection with
the execution, delivery, filing, recording or enforcement of this Agreement or
any payment made under the Transaction Documents (other than taxes imposed on
net income that are excluded from the definition of Taxes), and hereby
indemnifies and saves the Agent and the Purchasers harmless from and against any
and all liabilities with respect to or resulting from any delay in paying or
omission to pay the taxes and fees. Transferor and Avondale jointly and
severally agree to reimburse and indemnify the Agent and each Purchaser and
their respective officers, directors, shareholders, controlling Persons,
employees and agents (collectively, the "Indemnitees") from and against any and
all actions, judgments, costs, expenses or disbursements of whatsoever kind or
nature that may be imposed on, asserted against or incurred or suffered by the
Agent or the Purchasers (including fees and expenses of legal counsel,
accountants and experts) in any way relating to or arising out of any
Transaction Document.

         Notwithstanding the foregoing (and with respect to clause (x) below,
without prejudice to the rights that an Indemnitee may have pursuant to the
other provisions of the Transaction Documents), in no event shall any Indemnitee
be indemnified against any amounts (w) resulting from gross negligence or
willful misconduct by it or on the part of any of its officers, directors,
employees or agents, or the breach by such Indemnitee of its obligations under
any Transaction Document, (x) to the extent they include amounts in respect of
Receivables and reimbursement therefor that would constitute credit recourse to
Servicer for the amount of any Receivable or Related Transferred Asset not paid
by the related Obligor, (y) to the extent they are or result from lost profits
or (z) to the extent they would constitute consequential, special or punitive
damages.

         If for any reason the indemnification provided in this section is
unavailable to an Indemnitee or is insufficient to hold it harmless, then
Transferor and Avondale jointly and severally shall contribute to the amount
paid by the Indemnitee as a result of any loss, claim, damage or liability in a
proportion that is appropriate to reflect not only the relative benefits
received by the Indemnitee on the one hand and Transferor and Avondale on the
other hand, but also the relative fault of the Indemnitee (if any), Transferor
and Avondale and any other relevant



                                      20
<PAGE>   25



equitable considerations; provided that Transferor's obligations under this
section shall be paid by Transferor only to the extent that funds are available
to make the payments pursuant to Article IV of the Supplement, and there shall
be no recourse to Transferor for all or any part of any amounts payable
pursuant to this section if the funds are at any time insufficient to make all
or part of any such payments. Any amount which Transferor does not pay pursuant
to the operation of the preceding sentence shall not constitute a claim (as
defined in ss. 101 of the Bankruptcy Code) against or corporate obligation of
Transferor for any such insufficiency.

         (b) If any action, suit, proceeding or investigation is commenced, as
to which an Indemnitee proposes to demand indemnification, it shall notify the
Transferor and Avondale with reasonable promptness; provided, however, that any
failure by such Indemnitee to notify the Transferor and Avondale shall not
relieve the Transferor and Avondale from their obligations hereunder (except to
the extent that the Transferor and Avondale are prejudiced by such failure to
promptly notify). The Transferor and Avondale shall be entitled to assume the
defense of any such action, suit, proceeding or investigation, including the
employment of counsel reasonably satisfactory to the Indemnitee. The Indemnitee
shall have the right to counsel of its own choice to represent it, but the fees
and expenses of such counsel shall be at the expense of such Indemnitee unless:
(a) the Transferor and Avondale have failed promptly to assume the defense and
employ counsel reasonably satisfactory to the Indemnitee in accordance with the
preceding sentence, or (b) the Indemnitee shall have been advised by counsel
that there exists an actual or potential conflict of interests among the
Transferor and Avondale and such Indemnitee, including situations in which one
or more legal defenses may be available to such Indemnitee that are inconsistent
with those available to the Transferor and Avondale; provided, however, that
Transferor and Avondale shall not, in connection with any one such action or
proceeding or separate but substantially similar actions or proceedings arising
out of the same general allegations, be liable for fees and expenses of more
than one separate firm of attorneys (other than local counsel) at any time for
all Indemnitees; and such counsel shall, to the extent consistent with its
professional responsibilities, cooperate with the Transferor and Avondale and
any counsel designated by the Transferor and Avondale.

         Each of the Transferor and Avondale further agrees that it will not,
without the prior written consent of the applicable Indemnitee, settle or
compromise or consent to the entry of any judgment in any pending or threatened
claim, action, suit or proceeding in respect of which indemnification may be
sought hereunder (whether or not any Indemnitee is an actual or potential party
to such claim, action, suit or proceeding) unless such settlement, compromise or
consent includes an unconditional release of each Indemnitee from all liability
and obligations arising therefrom.

         SECTION 10.6 Entire Agreement. This Agreement, together with the
documents delivered pursuant to Section 7.1 and the other Transaction Documents,
including the exhibits and schedules thereto, contains a final and complete
integration of all prior expressions by the parties hereto with respect to the
subject matter hereof and shall constitute the entire agreement among the
parties hereto with respect to the subject matter hereof, superseding all
previous oral statements and other writings with respect thereto.

         SECTION 10.7 Notices. All communications hereunder shall be in writing
and shall be deemed to have been duly given if personally delivered, sent by
overnight courier or mailed by registered mail, postage prepaid and return
receipt requested, or transmitted by facsimile transmission and confirmed by a
similar mailed writing to any party at the address for that party set forth (a)
on the signature page to this Agreement or (b) to another address as that party
may designate in writing to the Agent and Transferor.



                                      21
<PAGE>   26



         SECTION 10.8 No Third-Party Beneficiaries. Nothing expressed herein is
intended or shall be construed to give any Person (other than the parties
hereto, the Participants and Assignees described in Section 10.3 and, to the
extent provided in Section 10.3, the other Affected Parties) any legal or
equitable right, remedy or claim under or in respect of this Agreement.

         SECTION 10.9 Severability of Provisions. Any covenant, provision,
agreement or term of this Agreement that is prohibited or is held to be void or
unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective
to the extent of the prohibition or unenforceability without invalidating the
remaining provisions of this Agreement.

         SECTION 10.10 Counterparts. This Agreement may be executed in any
number of counterparts (which may include facsimile) and by the different
parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original, and all of which together shall constitute one and the
same instrument.

         SECTION 10.11 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.

         SECTION 10.12 Tax Characterization. Each party to this Agreement (a)
acknowledges that it is the intent of the parties to this Agreement that, for
purposes of Federal, applicable state and local income and franchise and other
taxes measured by or imposed on income, the Certificates will be treated as
evidence of indebtedness secured by the Transferred Assets and the Trust will
not be characterized as an association (or publicly traded partnership) taxable
as a corporation, (b) agrees that the provisions of the Transaction Documents be
construed to further that intent, and (c) agrees to treat the Certificates, for
purposes of Federal, state and local income and franchise and other taxes
measured by or imposed on income, as indebtedness.

         SECTION 10.13 No Proceedings. (a) Notwithstanding any prior termination
of this Agreement, Servicer, the Agent (solely in its capacity as such) and each
Purchaser (solely in its capacity as such) hereby agrees that it will not
institute against Transferor, or join any other Person in instituting against
Transferor, any insolvency proceeding (namely, any proceeding of the type
referred to in the definition of "Bankruptcy Event") so long as any Certificates
shall be outstanding or there shall not have elapsed one year plus one day since
the last day on which any Certificates shall have been outstanding. The
foregoing shall not limit the right of Servicer, the Agent or any Purchaser to
file any claim in or otherwise take any action with respect to any insolvency
proceeding that was instituted against Transferor by any other Person.

         (b) Notwithstanding any prior termination of this Agreement, each of
Servicer, the Agent (solely in its capacity as such), and each Purchaser (solely
in its capacity as such) hereby agrees that it will not institute against any
Structured Purchaser, or join any other Person in instituting against any
Structured Purchaser, any insolvency proceeding (namely, any proceeding of the
type referred to in the definition of "Bankruptcy Event") for one year plus one
day after the latest maturing commercial paper note, medium term note or other
debt security issued by such Structured Purchaser is paid. The foregoing shall
not limit the right of Servicer, the Agent or any Purchaser to file any claim in
or otherwise take any action with respect to any insolvency proceeding that was
instituted against such Structured Purchaser by any other Person.

         SECTION 10.14 References to Original Agreement. This Agreement amends
and restates the Original Agreement in its entirety. Any reference in any other
agreement or document to the Original Agreement shall be deemed to be a
reference to this Agreement.



                                      22
<PAGE>   27



         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers and delivered as of the day and
year first above written.

                               AVONDALE RECEIVABLES COMPANY


                               By:      /s/ J. Elliott Woodward
                                  ---------------------------------------------
                                Name:       J. Elliott Woodward
                                     ------------------------------------------
                                Title:      Assistant Secretary
                                      -----------------------------------------

                               Address:        506 South Broad Street
                                               Monroe, Georgia 30655
                               Attention:      Treasurer
                               Telephone:      (770) 267-2226
                               Facsimile:      (770) 267-2543


                               AVONDALE MILLS, INC.,
                                 as Servicer


                               By:      /s/ J. Elliott Woodward
                                  ---------------------------------------------
                                Name:       J. Elliott Woodward
                                     ------------------------------------------
                                Title:  Vice President, Treasurer and Assistant
                                      -----------------------------------------
                                        Secretary
                                      -----------------------------------------

                               Address:        506 South Broad Street
                                               Monroe, Georgia 30655
                               Attention:      Chief Financial Officer
                               Telephone:      (707) 267-2226
                               Facsimile:      (707) 267-2543



                                      23
<PAGE>   28



                               THE FIRST NATIONAL BANK OF CHICAGO,
                               as Agent and as Support Bank for FALCON


                               By:     /s/ Mark R. Matthews
                                  ---------------------------------------------
                                Name:      Mark R. Matthews
                                     ------------------------------------------
                                Title: Authorized Signer

                               Address:        One First National Plaza
                                               Mail Suite 0079
                                               Chicago, Illinois 60670
                               Attention:      Mark Matthews
                               Telephone:      (312) 732-5430
                               Facsimile:      (312) 732-4487


                               FALCON ASSET SECURITIZATION CORPORATION, as a
                               Purchaser


                               By:      /s/ Mark R. Matthews
                                  ---------------------------------------------
                                Name:       Mark R. Matthews
                                     ------------------------------------------
                                Title:  Authorized Signer

                               Address:        One First National Plaza
                                               Mail Suite 0079
                                               Chicago, Illinois 60670
                               Telephone:      (312) 732-5768
                               Facsimile:      (312) 732-4487



                                      24