FMC CORP
RECEIVABLES PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>6
<FILENAME>dex1011.txt
<DESCRIPTION>RECEIVABLES PURCHASE AGREEMENT
<TEXT>
<PAGE>

                                                                   EXHIBIT 10.11


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                         RECEIVABLES PURCHASE AGREEMENT



                          Dated as of November 24, 1999


                                      Among

                            FMC FUNDING CORPORATION,
                                   as Seller,

                                FMC CORPORATION,
                              as initial Servicer,

                                  CIESCO, L.P.,
                                  as Investor,

                                 CITIBANK, N.A.,
                                    as a Bank

                                       and

                          CITICORP NORTH AMERICA, INC.
                                    as Agent


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



<PAGE>

                                TABLE TO CONTENTS

<TABLE>
<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>
                                    ARTICLE I
                                   DEFINITIONS

SECTION 1.01.  Certain Defined Terms ............................................    1
SECTION 1.02.  Rules of Construction; Other Terms ...............................   20

                                   ARTICLE II
                       AMOUNTS AND TERMS OF THE PURCHASES

SECTION 2.01.  Purchase Facility ................................................   21
SECTION 2.02.  Making Purchases21
SECTION 2.03.  Receivable Interest Computation ..................................   22
SECTION 2.04.  Settlement Procedures ............................................   22
SECTION 2.05.  General Settlement Procedures ....................................   23
SECTION 2.06.  Fees .............................................................   25
SECTION 2.07.  Payments and Computations, Etc ...................................   25
SECTION 2.08.  Increased Costs ..................................................   25
SECTION 2.09.  Additional Yield on Receivable Interests Bearing a Eurodollar Rate   27
SECTION 2.10.  Funding Losses ...................................................   27

                                   ARTICLE III
                             CONDITIONS OF PURCHASES

SECTION 3.01.  Conditions Precedent to Initial Purchase .........................   28
SECTION 3.02.  Conditions Precedent to All Purchases and Reinvestments ..........   30
SECTION 3.03.  Conditions Subsequent ............................................   31

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

SECTION 4.01.  Representations and Warranties of the Seller and the Servicer ....   31

                                    ARTICLE V
                                    COVENANTS

SECTION 5.01.  Covenants of the Seller ..........................................   34

                                   ARTICLE VI
                ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES

SECTION 6.01.  Designation of Servicer ..........................................   42
SECTION 6.02.  Duties of Servicer ...............................................   42
SECTION 6.03.  Certain Rights of the Agent ......................................   44
SECTION 6.04.  Rights and Remedies ..............................................   44
SECTION 6.05.  Covenants of the Servicer ........................................   45
SECTION 6.06.  Indemnities by the Servicer ......................................   47
</TABLE>

                                        i

<PAGE>

<TABLE>
<S>                                                                                <C>
                                   ARTICLE VII
                              EVENTS OF TERMINATION

SECTION 7.01.  Events of Termination ...........................................   48

                                  ARTICLE VIII
                                    THE AGENT

SECTION 8.01.  Authorization and Action ........................................   50
SECTION 8.02.  Agent's Reliance, Etc ...........................................   51
SECTION 8.03.  CNAI and Affiliates .............................................   51

                                   ARTICLE IX
                                 INDEMNIFICATION

SECTION 9.01.  Indemnities by the Seller .......................................   51

                                    ARTICLE X
                                  MISCELLANEOUS

SECTION 10.01. Amendments, Etc .................................................   54
SECTION 10.02. Notices, Etc ....................................................   54
SECTION 10.03. Assignability ...................................................   54
SECTION 10.04. Costs, Expenses and Taxes .......................................   55
SECTION 10.05. No Proceedings ..................................................   55
SECTION 10.06. Confidentiality .................................................   56
SECTION 10.07. Security Interest ...............................................   57
SECTION 10.08. Intent of Agreement .............................................   57
SECTION 10.09. Governing Law ...................................................   58
SECTION 10.10. Execution in Counterparts .......................................   58
SECTION 10.11. Survival of Termination .........................................   58
SECTION 10.12. FMCW Effective Date .............................................   57
</TABLE>


                                    SCHEDULES

SCHEDULE I     Form of Investor Report
SCHEDULE II    Credit and Collection Policy
SCHEDULE III   List of Deposit Banks, Lock-Boxes and Deposit Accounts
SCHEDULE IV    Proceedings SCHEDULE V List of Trade Names

                                    EXHIBITS

EXHIBIT A-1    Forms of FMC Deposit Agreement
EXHIBIT A-2    Forms of Seller Deposit Agreement
EXHIBIT B      Form of Assignment and Acceptance
EXHIBIT C      Form of Funds Transfer Letter

                                       ii

<PAGE>

                         RECEIVABLES PURCHASE AGREEMENT

                          Dated as of November 24, 1999

         FMC FUNDING CORPORATION (together with its permitted successors and
assigns, the "Seller"), CIESCO, L.P., FMC CORPORATION, as Servicer (as defined
below), CITIBANK, N.A., the other Banks (as defined below) from time to time
parties hereto, and CITICORP NORTH AMERICA, INC. ("CNAI"), as agent (together
with its successors and assigns, the "Agent") for the Investors (as defined
herein) and the Banks, agree as follows:

         PRELIMINARY STATEMENT. The Seller has acquired, and may continue to
acquire Receivables (as defined herein) from the Originators (as defined below),
either by purchase or by contribution to the capital of the Seller pursuant to
the First-Tier Agreement (as defined herein). CIESCO, L.P. and the Banks are
prepared to purchase an undivided fractional ownership interest in the
Receivables on the terms set forth herein. Accordingly, the parties agree as
follows:


                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01.  Certain Defined Terms.
                        ---------------------

         As used in this Agreement, the following terms shall have the following
meanings:

         "Adverse Claim" means a lien, security interest, pledge, assignment,
title retention, similar claim, right or interest or similar charge or
encumbrance (other than the interest of the Investors and the Banks' pursuant to
the Program Documents).

         "Affected Person" shall have the meaning assigned to such term in
Section 2.08.

         "Affiliate" means, as to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by or is under common control with
such Person or is a director or officer of such Person.

         "Affiliated Obligor" means any Obligor that is an Affiliate of another
Obligor.

         "Agent" shall have the meaning assigned to such term in the
introduction to this Agreement.

         "Agent's Account" means the special account (acct. no. 38858248, ABA
No. 021000089) of the Agent maintained at the office of Citibank, N.A. at 399
Park Avenue, New York, New York.

<PAGE>

         "Agreement" means this Receivables Purchase Agreement, as the same may
from time to time be amended, waived, supplemented or modified.

         "Alternate Base Rate" means a fluctuating interest rate per annum as
shall be in effect from time to time, which rate shall be at all times equal to
the highest of:

         (a)   the rate of interest announced publicly by Citibank, N.A. in New
York, New York, from time to time as Citibank, N.A.'s base rate;

         (b) 1/2 of one percent above the latest three-week moving average of
secondary market morning offering rates in the United States for three-month
certificates of deposit of major United States money market banks, such
three-week moving average being determined weekly on each Monday (or, if such
day is not a Business Day, on the next succeeding Business Day) for the
three-week period ending on the previous Friday by Citibank, N.A. on the basis
of such rates reported by certificate of deposit dealers to and published by the
Federal Reserve Bank of New York or, if such publication shall be suspended or
terminated, on the basis of quotations for such rates received by Citibank, N.A.
from three New York certificate of deposit dealers of recognized standing
selected by Citibank, N.A., in either case adjusted to the nearest 1/4 of one
percent or, if there is no nearest 1/4 of one percent, to the next higher 1/4 of
one percent; and

         (c)   1/2 of one percent above the Federal Funds Rate.

         "Applicable Division" means each of FMC's Airport Products & Systems
Division, Chemical Products Group, Pharmaceutical Division, Food Ingredients
Division, Hydrogen Peroxide Division, FMC Biopolymers Division and Jetway
Systems Division or any successor division which sells the goods sold on the
date hereof by any such division or on the date hereof provides the services
provided by any such division.

         "Applicable Margin" means (i) if FMC shall have the Required Tier-1
Ratings, 1.25% per annum, (ii) if FMC shall have the Required Tier-2 Ratings,
1.75% per annum, and (iii) if FMC shall have neither the Required Tier-1 Ratings
nor the Required Tier-2 Ratings, 2.00% per annum.

         "Asset Purchase Agreement" means the Asset Purchase Agreement entered
into by a Bank (other than Citibank, N.A.) concurrently with the Assignment and
Acceptance pursuant to which it became party to this Agreement.

         "Assignee Rate" for any Settlement Period for any Receivable Interest
means an interest rate per annum equal to the Applicable Margin above the
Eurodollar Rate for such Settlement Period; provided, however, that in case of:

               (i) any Settlement Period on or prior to the first day of which
         an Investor or Bank shall have notified the Agent that the introduction
         of or any change in or in the interpretation of any law or regulation
         makes it unlawful, or any central bank or other governmental authority
         asserts that it is unlawful, for such Investor or Bank to fund such
         Receivable Interest at the Assignee Rate set forth above (and such
         Investor or

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<PAGE>

         Bank shall not have subsequently notified the Agent that such
         circumstances no longer exist),

               (ii)     any Settlement Period of one to (and including) 29 days,

               (iii) any Settlement Period as to which the Agent does not
         receive notice, by no later than 12:00 noon (New York City time) on the
         second Business Day preceding the first day of such Settlement Period,
         that the related Receivable Interest will not be funded by issuance of
         CIESCO's promissory notes, or

               (iv)     any Settlement Period for a Receivable Interest the
         Capital of which allocated to the Investors or the Banks is less than
         $500,000,

the "Assignee Rate" for such Settlement Period shall be an interest rate per
annum equal to the Alternate Base Rate in effect on the first day of such
Settlement Period; provided, further, that the Agent and the Seller may agree in
writing from time to time upon a different Assignee Rate.

         "Assignment and Acceptance" means an Assignment and Acceptance
Agreement entered into by a Bank, an Eligible Assignee and the Agent, pursuant
to which such Eligible Assignee may become a party to this Agreement, in
substantially the form of Exhibit B hereto.

         "Audit Deficiency" means in respect of any Person, any deficiency in
any written report, statement or audit provided by or on behalf of such Person
under the Program Documents.

         "Bank Commitment" of any Bank means, (a) with respect to Citibank,
N.A., $200,000,000 or such amount as reduced by any Assignment and Acceptance
entered into between Citibank, N.A. and other Banks, or (b) with respect to a
Bank that has entered into an Assignment and Acceptance, the amount set forth
therein as such Bank's Bank Commitment, in each case as such amount may be
reduced by an Assignment and Acceptance entered into between such Bank and an
Eligible Assignee, as such amount may be further reduced (or terminated)
pursuant to the next sentence. Any reduction (or termination) of the Purchase
Limit pursuant to the terms of this Agreement shall reduce ratably (or
terminate) each Bank's Bank Commitment.

         "Banks" means Citibank, N.A. and each Eligible Assignee that shall
become a party to this Agreement pursuant to Section 10.03.

         "Business Day" means any day on which (i) banks are not authorized or
required to close in New York City, and (ii) if this definition of "Business
Day" is utilized in connection with the Eurodollar Rate, dealings are carried
out in the London interbank market.

         "Capital" of any Receivable Interest means the original amount paid to
the Seller for such Receivable Interest at the time of its purchase by CIESCO or
a Bank pursuant to this Agreement, in each case reduced from time to time by
Collections distributed on account of such Capital pursuant to Section 2.04(d);
provided, that if such Capital shall have been reduced by any distribution and
thereafter all or a portion of such distribution is rescinded or must otherwise
be

                                        3

<PAGE>

returned for any reason, such Capital shall be increased by the amount of such
rescinded or returned distribution, as though it had not been made.

         "CIESCO" means CIESCO, L.P. and any successor or assign of CIESCO, L.P.
that is a receivables investment company which in the ordinary course of its
business issues commercial paper or other securities to fund its acquisition and
maintenance of receivables.

         "Code" means the Internal Revenue Code of 1986, as the same may from
time to time be amended.

         "Collections" means, with respect to any Receivable, all cash
collections and other cash proceeds of such Receivable, including, without
limitation, all cash proceeds of Related Security with respect to such
Receivable, and any Collection of such Receivable deemed to have been received
pursuant to Section 2.05.

         "Commitment Termination Date" means the earliest of (a) November 22,
2000, unless, prior to such date (or the date so extended pursuant to this
clause), upon the Seller's request, made not more than ninety (90) nor less than
forty-five (45) days prior to the then Commitment Termination Date, one or more
Banks having 100% of the Purchase Limit shall in their sole discretion consent,
which consent shall be given not more than thirty (30) days prior to the then
Commitment Termination Date (the date any such consent is given, the "Extension
Date"), to the extension of the Commitment Termination Date to the date
occurring 364 days after such Extension Date; provided, however, that any
failure of any Bank to respond to the Seller's request for such extension shall
be deemed a denial of such request by such Bank, (b) the Facility Termination
Date, (c) the date determined pursuant to Section 7.01, and (d) the date the
Purchase Limit reduces to zero.

         "Concentration Limit" for any Obligor means at any time 5.5% (the
"Normal Concentration Limit"), or such other greater percentage or dollar amount
("Special Concentration Limit") for such Obligor designated by the Agent in a
writing delivered to the Seller; provided, that in the case of an Obligor with
any Affiliated Obligor, the Concentration Limit shall be calculated as if such
Obligor and such Affiliated Obligor are one Obligor; provided, further that the
Agent in its sole discretion may cancel any Special Concentration Limit upon
three (3) Business Days' written notice to the Seller.

         "Contract" means any and all contracts, instruments, agreements,
invoices, notes or other writings between any Originator and an Obligor,
pursuant to or under which such Obligor shall be obligated to make payments (x)
to FMCW with respect to the sale of goods or provisions of services by FMCW and
(y) to FMC with respect to the sale of goods or provisions of services by FMC
arising under the Applicable Division and Inventory Protection Receivables.

         "Credit and Collection Policy" means those receivables credit and
collection policies and practices of the Originators in effect on the date of
this Agreement and described in Schedule II hereto, as modified in compliance
with this Agreement.

         "Debt" means (i) indebtedness for borrowed money, (ii) obligations
evidenced by bonds, debentures, notes or other similar instruments, (iii)
obligations to pay the deferred purchase price of property or services, (iv)
obligations as lessee under leases which shall have

                                        4

<PAGE>

been or should be, in accordance with GAAP, recorded as capital leases, (v)
obligations under direct or indirect guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or otherwise to
assure a creditor against loss in respect of, indebtedness or obligations of
others of the kinds referred to in clauses (i) through (iv) above, and (vi)
liabilities in respect of unfunded vested benefits under plans covered by Title
IV of ERISA.

         "Default Ratio" means, the fraction (expressed as a percentage) (A) the
numerator of which is the sum of (1) aggregate Outstanding Balance of all
Defaulted Receivables originated by the Originators and outstanding as of the
end of the most recent calendar month plus (2) the aggregate Outstanding Balance
of all Receivables written off in the most recent calendar month (determined in
each case immediately prior to such Receivables being written off), and (B) the
denominator of which is the aggregate Outstanding Balance of all Pool
Receivables on such day.

         "Defaulted Receivable" means a Receivable:

               (i)      as to which any payment, or part thereof, remains unpaid
         for more than ninety (90) days from the original due date for such
         payment;

               (ii) as to which the Obligor thereof or any other Person
         obligated thereon or owning any Related Security in respect thereof has
         taken any action, or suffered any event to occur, of the type described
         in Section 7.01(g); or

               (iii) which, consistent with the Credit and Collection Policy,
         would be written off the Seller's, any Originator's or the Servicer's
         books as uncollectible.

         "Delinquency Ratio" means the ratio (expressed as a percentage)
computed as of the last day of each calendar month by dividing (i) the aggregate
Outstanding Balance of all Pool Receivables that were Delinquent Receivables on
such day by (ii) the aggregate Outstanding Balance of all Pool Receivables on
such day.

         "Delinquent Receivable" means a Receivable that is not a Defaulted
Receivable and:

               (i) as to which any payment, or part thereof, remains unpaid for
         more than sixty (60) but less than ninety (90) days from the original
         due date for such payment; or

               (ii) which, consistent with the Credit and Collection Policy,
         would be classified as delinquent by the Seller, the applicable
         Originator or the Servicer.

         "Deposit Accounts" means each Seller Deposit Account and each FMC
Deposit Account.

         "Deposit Agreement" means each Seller Deposit Agreement and each FMC
Deposit Agreement.

                                        5

<PAGE>


         "Deposit Bank" means any of the banks holding one or more Deposit
Accounts listed on Schedule III hereto.

         "Designated Event" means that the Agent shall have notified the Seller
in writing that in its reasonable determination there has been a material
adverse change in the status of the Schedule IV Claim after the date hereof
and/or a material amount of additional claims and proceedings relating to or
arising out of the subject matter of the Schedule IV Claim after the date hereof
which, together with the Schedule IV Claim, in the aggregate give rise to the
reasonable possibility of a Material Adverse Effect.

         "Designated Obligor" means, at any time, each Obligor; provided,
however, that any Obligor shall cease to be a Designated Obligor upon three (3)
Business Days' notice by the Agent to the Seller stating that for bona fide
credit related reasons such Obligor shall no longer constitute a Designated
Obligor.

         "Diluted Receivable" means that portion (and only that portion) of any
Receivable which is reduced or canceled as a result of (i) any defective,
rejected or returned merchandise or services or any failure by the applicable
Originator to deliver any merchandise or provide any services or otherwise to
perform under the underlying Contract or invoice, (ii) any change in the terms
of or cancellation of, a Contract or invoice or any other adjustment by such
Originator which reduces the amount payable by the Obligor on the related
Receivable (except any such change or cancellation resulting from or relating to
the financial inability to pay or insolvency of the Obligor of such Receivable)
or (iii) any set-off by an Obligor in respect of any claim by such Obligor as to
amounts owed by it on the related Receivable; provided, that Diluted Receivables
are calculated assuming that all chargebacks are resolved in the Obligor's favor
and do not include contractual adjustments to the amount payable by an Obligor
that are eliminated from the Receivables balance sold to the Seller through a
reduction in the purchase price for the related Receivable.

         "Dilution Adjustment Factor" means on any date (i) during the period
prior to the occurrence of a Special Event, 37.5%, and (ii) on and after the
occurrence of a Special Event, 100%.

         "Dilution Horizon Ratio" means, on any date, the fraction (i) the
numerator of which is the aggregate cumulative credit sales for each of FMCW and
the Applicable Divisions of FMC during the two (2) calendar months most recently
ended on or before such date, and (ii) the denominator of which is the
Outstanding Balance of all Eligible Receivables originated by the Originators as
of such date; provided, that for purposes of such calculation, the amount of
credit sales for each calendar month which starts prior to the date hereof shall
be as agreed to by the Agent and the Seller and set forth in the Investor Report
delivered in connection with the initial purchase under this Agreement.

         "Dilution Ratio" means, for any calendar month, the fraction (i) the
numerator of which is the aggregate Outstanding Balance of the portion of all
Receivables that became Diluted Receivables during such calendar month and (ii)
the denominator of which is the aggregate credit sales of the Originators during
the second calendar month preceding the calendar month for which such
calculation is being made; provided, that the Dilution Ratio with respect to any

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<PAGE>

calendar month prior to the date hereof shall be as agreed to by the Agent and
the Seller and set forth in the Investor Report delivered in connection with the
initial purchase under this Agreement.

         "Dilution Reserve" means for any Receivable Interest on any date, an
amount equal to:

C x (DRP x DAF)

where:

         C         = The Capital of such Receivable Interest at the close of
                   business of the Originators on such date.

         DRP       = The Dilution Reserve Percentage at the close of business of
                   the Originators on the last day of the calendar month most
                   recently ended.

         DAF = The Dilution Adjustment Factor on such date.

         "Dilution Reserve Percentage" means, for any Receivable Interest on any
date, the product of (i) the highest Dilution Ratio during the twelve (12)
calendar month period most recently ended, (ii) the Stress Factor on such date,
and (iii) the Dilution Horizon Ratio on such date.

         "Dynamic Loss Percentage" means, for any Receivable Interest on any
date, the product of (i) the Loss Ratio on such date, and (ii) three (3).

         "Eligible Assignee" means CNAI, any of its Affiliates, any Person
managed by Citibank, N.A., CNAI or any of their Affiliates, or any financial or
other institution acceptable to the Agent.

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

               (i) which constitutes a Transferred Receivable which was
         generated in the ordinary course of the applicable Originator's
         business and which, unless such Receivable constitutes an Inventory
         Protection Receivable, arises from the sale of goods or services owned
         by the related Originator;

               (ii)     the Obligor of which is a United States resident, is not
         an Affiliate of any of the parties hereto;

               (iii) the Obligor of which, at the time of the creation of an
         interest therein under this Agreement, is a Designated Obligor and is
         not the Obligor of any Defaulted Receivables which in the aggregate
         constitute ten percent (10%) or more of the aggregate Outstanding
         Balance of all Receivables of such Obligor;

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<PAGE>

               (iv)     which at the time of the creation of an interest therein
         under this Agreement is not a Defaulted Receivable;

               (v)      which, according to the Contract related thereto, is
         required to be paid in full within 240 days of the original billing
         date therefor;

               (vi) which is an obligation representing all or part of the sales
         price of merchandise, insurance or services within the meaning of
         Section 3(c)(5) of the Investment Company Act of 1940, as amended, and
         the nature of which is such that its purchase with the proceeds of
         notes would constitute a "current transaction" within the meaning of
         Section 3(a)(3) of the Securities Act of 1933, as amended;

               (vii) which if such Receivable constitutes an Inventory
         Protection Receivable is either an "account" or a "general intangible"
         within the meaning of Section 9-106 of the UCC of the applicable
         jurisdictions governing the perfection of the interest created by a
         Receivable Interest and which if such Receivable does not constitute an
         Inventory Protection Receivable is an "account" within the meaning of
         Section 9-106 of the UCC of the applicable jurisdictions governing the
         perfection of the interest created by the Receivable Interest;

               (viii)   which is denominated and payable only in United States
         dollars in the United States;

               (ix) which arises under a Contract which has been duly authorized
         and that together with such Receivable, is in full force and effect and
         constitutes the legal, valid and binding obligation of the Obligor of
         such Receivable and is not subject to any dispute, offset, counterclaim
         or defense whatsoever (except the potential discharge in bankruptcy of
         such Obligor) and is not subject to any Adverse Claim;

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

               (xi) which arises under a Contract which (A) does not require the
         Obligor under such Contract to consent to the transfer, sale or
         assignment of the rights and duties of the applicable Originator under
         such Contract and (B) does not contain a confidentiality provision that
         purports to restrict the ability of the Seller, the Agent, the
         Investors or the Banks to exercise their rights under any Program
         Document, including, without limitation, their right to review the
         Contract;

               (xii) the original term of which has not been extended and the
         Outstanding Balance of which has not been adjusted, except as expressly
         permitted by Section 6.02(c);

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<PAGE>

               (xiii)   which has been fully earned by performance on the part
         of the applicable Originator;

               (xiv) the sale of which in accordance with the Program Documents
         does not contravene of conflict with any law, rule or regulation; and

               (xv)     which satisfies all applicable requirements of the
         Credit and Collection Policy.

         "Eligible SPE" shall mean each receivable investment company,
partnership, trust, limited liability company or similar entity which in the
ordinary course of its business issues commercial paper notes to fund its
acquisition and maintenance of assets or to make advances to borrowers and which
is either managed by CNAI or an Affiliate of CNAI.

         "E-Mail Report" shall have the meaning assigned to such term in Section
6.02(g).

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

         "Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

         "Eurodollar Rate" means, for any Settlement Period, an interest rate
per annum equal to the rate per annum at which deposits in U.S. dollars are
offered by the principal office of Citibank, N.A. in London, England to prime
banks in the London interbank market at 11:00 A.M. (London Time) two (2)
Business Days before the first day of such Settlement Period in an amount
substantially equal to the Capital associated with such Settlement Period on
such first day and for a period equal to such Settlement Period.

         "Eurodollar Rate Reserve Percentage" of any Investor or Bank for any
Settlement Period in respect of which Yield is computed by reference to the
Eurodollar Rate means the reserve percentage applicable two (2) Business Days
before the first day of such Settlement Period under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) (or if more than one such percentage shall be applicable, the daily
average of such percentages for those days in such Settlement Period during
which any such percentage shall be so applicable) for determining the maximum
reserve requirement (including, without limitation, any emergency, supplemental
or other marginal reserve requirement) for such Investor or Bank with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities that includes deposits by
reference to which the interest rate on Eurocurrency Liabilities is determined)
having a term equal to such Settlement Period.

         "Event of Termination" has the meaning specified in Section 7.01.

         "Facility Termination Date" means the earliest of (a) November 20,
2002, (b) the date determined pursuant to Section 7.01, (c) the Commitment
Termination Date, or (d) the date the Purchase Limit reduces to zero pursuant to
Section 2.01(b).

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<PAGE>

         "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published for such day (or,
if such day is not a Business Day, for the next preceding Business Day) by the
Federal Reserve Bank of New York, or, if such rate is not so published for any
day which is a Business Day, the average of the quotations for such day on such
transactions received by the Agent from three (3) Federal funds brokers of
recognized standing selected by it.

         "Fee Letter" means the letter agreement dated as of the date hereof
between the Seller and the Agent, as the same may from time to time be amended,
waived, supplemental or otherwise modified.

         "Fees" shall have the meaning assigned to such term in Section 2.06(b).

         "First-Tier Agreement" means the Purchase and Contribution Agreement
dated as of the date hereof among the Seller and each Originator, as the same
may from time to time be amended, waived, supplemented or otherwise modified.

         "FMC" means FMC Corporation.

         "FMC Deposit Account" means an account of FMC maintained at a Deposit
Bank for the purpose of receiving Collections listed on Schedule III hereto.

         "FMC Deposit Agreement" means each Deposit Agreement substantially in
one of the forms attached hereto as Exhibit A-1 hereto, among a Deposit Bank,
FMC and the Agent.

         "FMCW" means FMC Wyoming Corporation.

         "FMCW Effective Date" shall mean the first date upon which the
conditions set forth in Section 3.01(b) shall have been fully satisfied.

         "Foreign Receivables" means each Receivable in respect of which the
related Obligor is not a United States resident.

         "Funds Transfer Letter" means a letter in substantially the form of
Exhibit C hereto executed and delivered by the Seller to the Agent, as the same
may be amended or restated in accordance with the terms thereof.

         "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other statements by such
accounting profession, which are applicable to the circumstances as of the date
of determination.

         "Incipient Event of Termination" means an event that but for the giving
of notice or the lapse of time, or both, would constitute an Event of
Termination.

                                       10

<PAGE>

         "Investor" means CIESCO and all other owners by assignment or otherwise
of a Receivable Interest and, to the extent of the undivided interests so
purchased, shall include any participants.

         "Indemnified Party" shall have the meaning assigned to such term in
Section 9.01.

         "Inventory Protection Receivables" means indebtedness of an Obligor in
respect of payments made by FMC to such Obligor in connection with its inventory
protection program.

         "Investor Rate" for any Settlement Period for any Receivable Interest
means to the extent CIESCO funds such Receivable Interest for such Settlement
Period by issuing promissory notes, the per annum rate equivalent to the
weighted average of the per annum rates paid or payable by CIESCO from time to
time as interest on or otherwise (by means of interest rate hedges or otherwise)
in respect of those promissory notes issued by CIESCO that are allocated, in
whole or in part, by the Agent (on behalf of CIESCO) to fund the purchase or
maintenance of such Receivable Interest during such Settlement Period as
determined by the Agent (on behalf of CIESCO) and reported to the Seller, which
rates shall reflect and give effect to the commissions of placement agents and
dealers (which currently does not exceed 0.05% per annum of the face amount of
such promissory notes) in respect of such commercial paper notes, to the extent
such commissions are allocated, in whole or in part, to such promissory notes by
the Agent (on behalf of CIESCO; provided, however, that if any component of such
rate is a discount rate, in calculating the "Investor Rate" for such Settlement
Period the Agent shall for such component use the rate resulting from converting
such discount rate to an interest bearing equivalent rate per annum.

         "Investor Report" means a report in substantially the form of Schedule
I hereto.

         "Liquidation Day" means, for any Receivable Interest, (i) each day
during a Settlement Period for such Receivable Interest on which the conditions
set forth in Section 3.02 are not satisfied, and (ii) each day which occurs on
or after the Termination Date for such Receivable Interest.

         "Liquidation Fee" means, for any Settlement Period during which a
Liquidation Day occurs, the amount, if any, by which (i) the additional Yield
(calculated without taking into account any Liquidation Fee or any shortened
duration of such Settlement Period which would have accrued during such
Settlement Period) on the reductions of Capital of the Receivable Interest
relating to such Settlement Period had such reductions remained as Capital,
exceeds (ii) the income, if any, received by the Investors' investing the
proceeds of such reductions of Capital.

         "Liquidity Fee" shall have the meaning assigned to such term in the Fee
Letter.

         "Lock-Box" means a post office box maintained by a Deposit Bank and
listed on Schedule III hereto.

         "Lock-Box Notice" means a notice, in substantially the form of Annex A
to Deposit Agreements from the Agent to any Deposit Bank.

                                       11

<PAGE>

         "Loss Horizon Ratio" means, on any date, the fraction (i) the numerator
of which is the aggregate cumulative credit sales for each of FMCW and the
Applicable Divisions of FMC during the six (6) calendar months most recently
ended on or before such date, and (ii) the denominator of which is the
Outstanding Balance of all Eligible Receivables originated by the Originators as
of such date; provided, that for purposes of such calculation, the amount of
credit sales for each calendar month which starts prior to the date hereof shall
be as agreed to by the Agent and the Seller and set forth in the Investor Report
delivered in connection with the initial purchase under this Agreement.

         "Loss Percentage" means, for any Receivable Interest on any date, (a)
during the period prior to the occurrence of a Special Event, the greatest of
(i) sixteen and one-half percent (16.5%), (ii) three (3) times the Normal
Concentration Limit, and (iii) the Dynamic Loss Percentage, and (b) on and after
the occurrence of a Special Event, the greatest of (i) 22%, (ii) four (4) times
the Normal Concentration Limit, and (iii) the S&P Dynamic Loss Percentage.

         "Loss-to-Liquidation Ratio" means the ratio (expressed as a percentage)
computed as of the last day of each calendar month by dividing (i) the aggregate
Outstanding Balance of all Pool Receivables written off by the Seller, any
Originator or the Servicer or which should have been so written off in
accordance with the Credit and Collection Policy, during such calendar month
period by (ii) the aggregate amount of Collections of Pool Receivables actually
received during such calendar month.

         "Loss Ratio" means, in respect of any Receivable Interest on any date,
the highest average Default Ratio for any period of three (3) consecutive
calendar months ending during the preceding twelve (12) calendar months.

         "Loss Reserve" means, for any Receivable Interest on any date, an
amount equal to

                                 LP x (C + YFR)


where:

         YFR = the Yield/Fee Reserve at the time of computation.

         LP        = the Loss Percentage for such Receivable Interest on such
                   date.

         C         = the Capital of such Receivable Interest at the close of
                   business of the Servicer on such date.

         "Material Adverse Effect" means a material adverse effect on (i) the
ability of the Seller, any Originator or the Servicer to fully perform its
obligations under this Agreement or any other Program Document in a timely
manner, (ii) the assets, operations, business or financial condition of the
Seller or any Originator, (iii) the validity or enforceability of this Agreement
or any other Program Document or the validity, enforceability or collectibility
of a significant portion of the Pool Receivables, or (iv) any Investor's or any
Bank's right, title or interest in a significant portion of the Pool Receivables
or the Related Security with respect thereto.

                                       12

<PAGE>

         "Moody's" means Moody's Investors Service, Inc., together with its
successors.

         "Net Receivables Pool Balance" means at any time the Outstanding
Balance of Eligible Receivables then in the Receivables Pool reduced (without
duplication) by the sum of (i) the Outstanding Balance of such Eligible
Receivables that are then Defaulted Receivables, (ii) the aggregate amount by
which the Outstanding Balance of such Eligible Receivables (other than Defaulted
Receivables) of each Obligor then in the Receivables Pool exceeds the product of
(A) the Concentration Limit for such Obligor, and (B) the Capital of the
Receivables Interests, (iii) the aggregate amount by which the Outstanding
Balance of such Eligible Receivables (other than Defaulted Receivables) then in
the Receivables Pool, the Obligors of which are a government or governmental
subdivision or agency, exceeds (x) for the period prior to the occurrence of a
Special Event, seven and one-half percent (7.5%) of the Outstanding Balance of
such Eligible Receivables (other than Defaulted Receivables) in the Receivables
Pool, and (y) for the period from and including the first day upon which a
Special Event shall have occurred, zero (0), (iv) the aggregate amount by which
the Outstanding Balance of such Eligible Receivables (other than Defaulted
Receivables) then in the Receivables Pool which, in accordance with the related
Contracts, are required to be paid in full within 91 to 150 days of the original
billing date therefor, exceeds twenty-five percent (25%) of the Outstanding
Balance of such Eligible Receivables (other than Defaulted Receivables) in the
Receivables Pool, (v) the aggregate amount by which the Outstanding Balance of
such Eligible Receivables (other than Defaulted Receivables) then in the
Receivables Pool which, in accordance with the related Contract, are required to
be paid in full within 151 to 240 days of the original billing date; exceeds
twenty percent (20%) of the Outstanding Balance of such Eligible Receivables
(other than Defaulted Receivables) in the Receivables Pool, (vi) the aggregate
amount by which the Outstanding Balance of such Eligible Receivables (other than
the Defaulted Receivables) then in the Receivables Pool which constitute
Unbilled Jetway Receivables, exceeds (x) for the period prior to the occurrence
of a Special Event, three percent (3%) of the Outstanding Balance of such
Eligible Receivables (other than Defaulted Receivables) in the Receivables Pool,
and (y) for the period from and including the first day upon which a Special
Event shall have occurred, zero (0), and (vii) the aggregate amount of unapplied
Collections in respect of Eligible Receivables.

         "Obligor" means a Person obligated to make payments pursuant to a
Contract.

         "Originator" means each of FMC and FMCW, together with their respective
permitted successors and assigns.

         "Outstanding Balance" of any Receivable at any time means the then
outstanding principal balance thereof, excluding all the payment charges,
delinquent charges and extension or collection fees. For the avoidance of doubt
the Outstanding Balance of the Unbilled Jetway Receivables shall not exceed the
principal balance thereof booked by FMC after the completion of established
portions of the related project.

         "Percentage" of any Bank means, (a) with respect to Citibank, N.A., the
percentage set forth on the signature page to this Agreement, as reduced by any
Assignment and Acceptance entered into with an Eligible Assignee, or (b) with
respect to a Bank that has entered into an Assignment and Acceptance, the
percentage set forth therein as such Bank's Percentage,

                                       13

<PAGE>

as reduced by an Assignment and Acceptance entered into between such Bank and an
Eligible Assignee.

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

         "Pool Receivable" means a Transferred Receivable in the Receivables
Pool.

         "Program Documents" means this Agreement, the First-Tier Agreement, the
Fee Letter, the Asset Purchase Agreement, the Undertaking and the agreements and
documents entered into in connection herewith and therewith.

         "Program Fee" shall have the meaning assigned to such term in the Fee
Letter.

         "Program Termination Date" means the later to occur of (i) the Facility
Termination Date, and (ii) the date on which no Capital of or Yield on any
Receivable Interest shall be outstanding and all other amounts owed to the
Investors, the Banks and the Agent under the Program Documents have been paid in
full.

         "Purchase Limit" means $200,000,000, as such amount may be reduced
pursuant to Section 2.01. References to the unused portion of the Purchase Limit
shall mean, at any time, the Purchase Limit, as then reduced pursuant to Section
2.01(b), minus the aggregate outstanding Capital of Receivable Interests under
this Agreement at such time.

         "Receivable" means the indebtedness of any Obligor under a Contract,
and includes the right to payment of any interest or finance charges and other
obligations of such Obligor with respect thereto.

         "Receivable Interest" means, at any time, an undivided percentage
ownership interest in (i) all then outstanding Pool Receivables arising prior to
the time of the most recent computation or recomputation of such undivided
percentage interest pursuant to Section 2.03, (ii) all Related Security with
respect to such Pool Receivables, and (iii) all Collections with respect to, and
other proceeds of, such Pool Receivables. Such undivided percentage interest
shall be computed as

                                C + YFR + LR + DR
                                -----------------
                                      NRPB

where:

         C         = the Capital of such Receivable Interest at the time of
                   computation.

         YFR       = the Yield/Fee Reserve of such Receivable Interest at the
                   time of computation.

         LR        = the Loss Reserve of such Receivable Interest at the time of
                   computation.

                                       14

<PAGE>

         DR        = the Dilution Reserve of such Receivable Interest at the
                   time of computation.

         NRPB = the Net Receivables Pool Balance at the time of computation.

Each Receivable Interest shall be determined from time to time pursuant to the
provisions of Section 2.03.

         "Receivable Turnover Days" means at any time, the average, for the
immediately prior three (3) months, of the Outstanding Balance of Eligible
Receivables at the end of each such month, divided by Collections received
during such month, multiplied by thirty (30) days.

         "Receivables Pool" means at any time the aggregation of each then
outstanding Transferred Receivable in respect of which the Obligor is a
Designated Obligor at such time or was a Designated Obligor on the date of the
initial creation of an interest in such Receivable under this Agreement.

         "Related Security" means with respect to any Receivable:

               (i)      all of the Seller's interest in any merchandise
         (including returned merchandise) relating to any sale giving rise to
         such Receivable;

               (ii) all other security interests or liens and property subject
         thereto from time to time purporting to secure payment of such
         Receivable, whether pursuant to the Contract related to such Receivable
         or otherwise, together with all financing statements signed by an
         Obligor describing any collateral securing such Receivable;

               (iii) all guaranties, insurance and other agreements or
         arrangements of whatever character from time to time supporting or
         securing payment of such Receivable whether pursuant to the Contract
         related to such Receivable or otherwise;

               (iv) the Contract and all other books, records and other
         information (including, without limitation, computer programs, tapes,
         discs, punch cards, data processing software and related property and
         rights) relating to such Receivable and the related Obligor;

               (v) all of the Seller's and the applicable Originator's rights,
         remedies and interest in, to and under the First-Tier Agreement, the
         Deposit Agreement and the Contracts, including without limitation, the
         right to receive all payments thereunder and all claims for damages
         arising out of a breach or default thereunder;

               (vi)     the Lock-Boxes and the Deposit Accounts and all other
         accounts to which the proceeds of the foregoing are remitted, and all
         cash and investments therein; and

               (vii)    the proceeds (as defined in the UCC) of the foregoing
         and of such Receivable.

                                       15

<PAGE>

         "Required Tier-1 Ratings" means long-term senior unsecured debt ratings
from both S&P and Moody's of at least "BBB-" and "Baa3", respectively.

         "Required Tier-2 Ratings" means long-term senior unsecured debt ratings
which are less than the Required Tier-1 Ratings but which are at least "BB+" and
"Ba1" from both S&P and Moody's, respectively.

         "Schedule IV Claim" means the specific claim specified on Schedule IV
hereto, as such claim exists on the date hereof.

         "S&P" shall mean Standard & Poor's Ratings Group, together with its
successors.

         "S&P Default Ratio" means, on any date, the fraction (expressed as a
percentage) (A) the numerator of which is the aggregate Outstanding Balance of
all Receivables as to which any payment, or part thereof, remains unpaid for
more than ninety (90) days but less than one hundred twenty (120) days from the
original due date for such payment plus Receivables written off prior to 90
days, as of the end of the most recent calendar month, and (B) the denominator
of which is the Originators' credit sales during the sixth calendar month
immediately preceding the calendar month for which this calculation is being
made; provided, that the S&P Default Ratio for any date prior to the date hereof
and the amount of any credit sales for any calendar month which starts prior to
the date hereof shall be as agreed to by the Agent and the Seller and set forth
in the Investor Report delivered in connection with the initial purchase under
this Agreement.

         "S&P Loss Ratio" means, in respect of any Receivable Interest on any
date, the highest average S&P Default Ratio for any period of three (3)
consecutive calendar months ending during the preceding twelve (12) calendar
months.

         "S&P Dynamic Loss Percentage" means, for any Receivable Interest on any
date, the product of (i)the S&P Loss Ratio on such date, (ii) 2.0 , and (iii)
the Loss Horizon Ratio on such date.

         "SEC" means the Securities and Exchange Commission.

         "Seller" shall have the meaning assigned to such term in the
introduction of this Agreement.

         "Seller Deposit Account" means an account of the Seller maintained at a
Deposit Bank for the purpose of receiving Collections after a Special Event.

         "Seller Deposit Agreement" means each Deposit Agreement substantially
in one of the forms attached hereto as Exhibit A-2, among a Deposit Bank, FMC,
the Seller and the Agent.

         "Servicer" means at any time the Person then authorized pursuant to
Section 6.01 to service, administer and collect Pool Receivables.

         "Servicer Fee" has the meaning specified in Section 2.06(a).

                                       16

<PAGE>

         "Settlement Date" means the second (2nd) Business Day after the end of
each Settlement Period during the term of this Agreement; provided, that with
respect to any Settlement Period for which Yield is computed by reference to the
Assignee Rate, the Settlement Date shall be the last day of the Settlement
Period.

         "Settlement Period" means:

         (a) in the case of any Settlement Period in respect of which Yield is
computed by reference to the Investor Rate, each successive period commencing on
the first day of each calendar month during the term of this Agreement and
ending on the last day of such calendar month during the term of this Agreement;
provided, however, that in the case of any Settlement Period for any Receivable
Interest which commences before the Termination Date for such Receivable
Interest and would otherwise end on a date occurring after such Termination
Date, such Settlement Period shall end on such Termination Date and the duration
of each Settlement Period which commences on or after the Termination Date for
such Receivable Interest may be any period (including, without limitation, a
period of one day) as shall be selected from time to time by the Agent;

         (b) in the case of any Settlement Period in respect of which Yield is
computed by reference to the Assignee Rate, each successive period commencing on
the first day of each calendar month during the term of this Agreement and
ending on the last day of such calendar month during the term of this Agreement;
provided, however, that any Settlement Period which is other than the monthly
Settlement Period shall be of such duration as shall be selected by the Agent;
and

         (c) in the case of any Settlement Period in respect of which Yield is
computed by reference to the Alternate Base Rate, such Settlement Period shall
be of such duration as shall be selected by the Agent.

         "Special Event" means FMC's senior unsecured long-term debt rating is
less than the Required Tier-1 Ratings.

         "Specified Percentage" means (i) during the period prior to the
occurrence of a Special Event, one hundred percent (100%); provided, however,
that, prior to the occurrence of a Special Event, during the months of April and
May the Specified Percentage shall be eighty percent (80%), and (ii) on each day
on and after the occurrence of a Special Event, eighty-five percent (85%);
provided, however, that, after the occurrence of a Special Event, during the
months of April and May the Special Percentage shall be seventy-two percent
(72%).

         "Stress Factor" means on any date (i) during the period prior to the
occurrence of a Special Event, one (1), and (ii) on and after the occurrence of
a Special Event, two (2).

         "Tangible Net Worth" means at any time with respect to the Seller the
excess of (i) the aggregated Outstanding Balance of all Pool Receivables plus
cash and cash equivalents of the Seller, minus (ii) the sum of (a) the
Outstanding Balance of such Receivables which have become Defaulted Receivables,
plus (b) Capital, the Yield Reserve, Servicer Fee Reserve at such time, the Loss
Reserve at such time, plus (c) all other amounts owed by the Seller under the
Program Documents.

                                       17

<PAGE>

         "Taxes" shall have the meaning assigned to such term in Section
10.04(c).

         "Termination Date" for any Receivable Interest means (i) in the case of
a Receivable Interest owned by an Investor, the earlier of (a) the Business Day
which the Seller so designates by notice to the Agent at least three (3)
Business Days in advance for such Receivable Interest, and (b) the Facility
Termination Date, and (ii) in the case of a Receivable Interest owned by a Bank,
the earlier of (a) the Business Day which the Seller so designates by notice to
the Agent at least three (3) Business Days in advance for such Receivable
Interest, and (b) the Commitment Termination Date.

         "Transferred Receivables" shall have the meaning assigned to such term
in the First-Tier Agreement.

         "True Sale" shall mean, with respect to any asset or property, the sale
or transfer of an ownership interest in such asset or property (not the granting
of a security interest therein), for purposes of the application of Section 541
of the Federal Bankruptcy Code, which sale or transfer was not made with the
intent to hinder, delay or defraud any present or future creditors and is not
voidable or subject to avoidance under the Federal Bankruptcy Code.

         "UCC" means the Uniform Commercial Code as from time to time in effect
in the applicable jurisdiction.

         "Unbilled Jetway Receivable" means a Receivable booked (but not billed
to the applicable Obligor) by FMC in accordance with its customary revenue
recognition procedures for its Jetway Systems Division upon the completion of
established portions of the related project.

         "Undertaking" means the Undertaking Agreement dated as of the date
hereof from FMC to the Agent on behalf of itself, the Investor and the Banks, as
the same may from time to time be amended, waived, supplemented or otherwise
modified.

         "Year 2000 Problem" means in respect of any Person, the risk that the
computer applications used by such Person, or the suppliers and vendors of such
Person may be unable to recognize and perform data sensitive functions involving
dates prior to any date after December 31, 1999.

         "Yield" means:

               (i) for each Receivable Interest for any Settlement Period to the
         extent CIESCO will be funding such Receivable Interest during such
         Settlement Period through the issuance of promissory notes,

                                IR x C x ED + LF
                                -----------
                                       360

               (ii) for each Receivable Interest for any Settlement Period to
         the extent (x) the Investors will not be funding such Receivable
         Interest during such Settlement Period

                                       18

<PAGE>

         through the issuance of commercial paper or (y) the Banks will be
         funding such Receivable Interest,

                                AR x C x ED + LF
                                -----------
                                       360

where:

         AR    =   the Assignee Rate for such Receivable Interest for such
                   Settlement Period

         C     =   the Capital of such Receivable Interest during such
                   Settlement Period

         IR    =   the Investor Rate for such Receivable Interest for such
                   Settlement Period

         ED    =   the actual number of days elapsed during such Settlement
                   Period

         LF    =   the Liquidation Fee, if any, for such Receivable Interest for
                   such Settlement Period

; provided, that no provision of this Agreement shall require the payment or
permit the collection of Yield in excess of the maximum permitted by applicable
law; provided, further that Yield for any Receivable Interest shall not be
considered paid by any distribution to the extent that at any time all or a
portion of such distribution is rescinded or must otherwise be returned for any
reason.

         "Yield/Fee Reserve" means, for any Receivable Interest on any date, an
amount equal to

                                (C x YFRP) + AUYF

where:

         C         = the Capital of such Receivable Interest at the close of
                   business of the Servicer on such date.

         YFRP = the Yield/Fee Reserve Percentage on such date.

         AUYF      = accrued and unpaid Yield, Servicer Fee and fees under the
                   Fee Letter on such date.

         "Yield/Fee Reserve Percentage" means, for any Receivable Interest on
any date, a percentage equal to:

                       [(AER x 1.5) + AM + PF + SF] x RTD
                       ----------------------------------
                                       360

                                       19

<PAGE>

where

         AER       = the rate equal to the fraction expressed as a percentage
                   the numerator of which is the one-month Eurodollar Rate in
                   effect on such date and the denominator of which is one (1)
                   minus the Eurodollar Rate Reserve Percentage.

         AM = the Applicable Margin in effect on such date.

         PF        = the sum of the percentages per annum used in the
                   calculation of the Program Fee (as defined in the Fee Letter)
                   in effect on such date.

         SF        = the percentage per annum used in the calculation of the
                   Servicer Fee in effect on such date.

         RTD       = the highest monthly Receivable Turnover Days during the
                   most recently ended 12 months, plus 10 days.

         SECTION 1.02.  Rules of Construction; Other Terms.
                        ----------------------------------

         For all purposes of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires:

         Singular words shall connote the plural as well as the singular, and
vice versa (except as indicated), as may be appropriate.

         The words "herein," "hereof" and "hereunder" and other words of similar
import used herein refer to this Agreement as a whole and not to any particular
appendix, article, schedule, section, paragraph, clause, exhibit or other
subdivision.

         The headings, subheadings and table of contents set forth in this
Agreement are solely for convenience of reference and shall not constitute a
part of this Agreement nor shall they affect the meaning, construction or effect
of any provision hereof.

         References in this Agreement to "including" shall mean including
without limiting the generality of any description preceding such term, and for
purposes hereof the rule of ejusdem generis shall not be applicable to limit a
general statement, followed by or referable to an enumeration of specific
matters, to matters similar to those specifically mentioned.

         Each of the parties to this Agreement and its counsel have reviewed and
revised, or requested revisions to, this Agreement, and the usual rule of
construction that any ambiguities are to be resolved against the drafting party
shall be inapplicable in the construction and interpretation of this Agreement.

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

                                       20

<PAGE>

                                   ARTICLE II

                       AMOUNTS AND TERMS OF THE PURCHASES

         SECTION 2.01.  Purchase Facility.
                        -----------------

         (a) On the terms and conditions hereinafter set forth, CIESCO may, in
its sole discretion, and the Banks shall, ratably in accordance with their
respective Bank Commitments, purchase Receivable Interests from the Seller from
time to time during the period from the date hereof to the Facility Termination
Date (in the case of CIESCO) and to the Commitment Termination Date (in the case
of the Banks). Under no circumstances shall CIESCO make any such purchase, or
the Banks be obligated to make any such purchase, if after giving effect to such
purchase the aggregate outstanding Capital of Receivable Interests would exceed
the Purchase Limit.

         (b) The Seller may, upon at least five (5) Business Days' written
notice to the Agent, terminate the facility provided for in this Agreement in
whole or, from time to time, reduce in part the unused portion of the Purchase
Limit; provided that each partial reduction shall be in the amount of at least
$1,000,000 or an integral multiple thereof.

         (c) The Agent, on behalf of the Investors which own Receivable
Interests, may have the Collections attributable to such Receivable Interests
automatically reinvested pursuant to Section 2.04 in additional undivided
percentage interests in the Pool Receivables by making an appropriate
readjustment of such Receivable Interests. The Agent, on behalf of the Banks
which own Receivable Interests, shall have the Collections attributable to such
Receivable Interests automatically reinvested pursuant to Section 2.04 in
additional undivided percentage interests in the Pool Receivables by making an
appropriate readjustment of such Receivable Interests.

         SECTION 2.02.  Making Purchases.
                        ----------------

         (a) Each purchase by CIESCO or the Banks shall be made on at least two
(2) Business Days' prior written notice from the Seller to the Agent. Each such
notice of a purchase shall specify (i) the amount requested to be paid to the
Seller (such amount, which shall not be less than $1,000,000, being referred to
herein as the initial "Capital" of the Receivable Interest then being
purchased), and (ii) the date of such purchase (which shall be a Business Day).
The Agent shall promptly thereafter notify the Seller whether CIESCO has
determined to make a purchase.

If CIESCO has determined not to make a proposed purchase, the Agent shall
promptly send notice of the proposed purchase to all of the Banks concurrently
by telecopier or cable specifying the date of such purchase, each Bank's
Percentage multiplied by the aggregate amount of Capital of Receivable Interest
being purchased, and whether the Yield for such Receivable Interest is
calculated based on the Eurodollar Rate (which may be selected only if such
notice is given at least two (2) Business Days prior to the purchase date) or
the Alternate Base Rate.

         (b) On the date of each such purchase of a Receivable Interest, CIESCO
or the Banks, as the case may be, shall, upon satisfaction of the applicable
conditions set forth in

                                       21

<PAGE>

Article III, make available to the Seller in same day funds an amount equal to
the initial Capital of such Receivable Interest, at the account set forth in the
Funds Transfer Letter.

         (c) Effective on the date of each purchase pursuant to this Section
2.02 and each reinvestment pursuant to Section 2.04, the Seller hereby sells and
assigns to the Agent, for the benefit of the parties making such purchase, an
undivided percentage ownership interest, to the extent of the Receivable
Interest then being purchased, in each Pool Receivable then existing and in the
Related Security and Collections with respect thereto.

         (d) Notwithstanding the foregoing, a Bank shall not be obligated to
make purchases under this Section 2.02 at any time in an amount which would
exceed such Bank's Bank Commitment less the outstanding and unpaid amount of any
purchases made by such Bank under the Asset Purchase Agreement. Each Bank's
obligation shall be several, such that the failure of any Bank to make available
to the Seller any funds in connection with any purchase shall not relieve any
other Bank of its obligation, if any, hereunder to make funds available on the
date of such purchase, but no Bank shall be responsible for the failure of any
other Bank to make funds available in connection with any purchase.

         SECTION 2.03.  Receivable Interest Computation.
                        -------------------------------

         Each Receivable Interest shall be initially computed on its date of
purchase. Thereafter until the Termination Date for such Receivable Interest,
such Receivable Interest shall be automatically recomputed (or deemed to be
recomputed) on each day other than a Liquidation Day. Any Receivable Interest,
as computed (or deemed recomputed) as of the day immediately preceding the
Termination Date for such Receivable Interest, shall thereafter remain constant.
Such Receivable Interest shall become zero when Capital thereof and Yield
thereon shall have been paid in full, and all other amounts owed by the Seller,
the Originators and the Servicer under the Program Documents to the Investors,
the Banks or the Agent are paid and the Servicer shall have received the accrued
Servicer Fee thereon.

         SECTION 2.04.  Settlement Procedures.
                        ---------------------

         (a) Collection of the Pool Receivables shall be administered by the
Servicer, in accordance with the terms of Article VI of this Agreement. FMCW and
FMC (if FMC is not the Servicer) each shall provide to the Servicer on a timely
basis all information needed for such administration, including notice of the
occurrence of any Liquidation Day of which FMCW or FMC has knowledge and all
information relating to the Receivables originated by such Originator which is
necessary for the computations of each Receivable Interest.

         (b) The Servicer shall, on each day on which Collections of Pool
Receivables are received by it with respect to any Receivable Interest:

               (i) set aside and hold in trust (and, at the request of the
         Agent, segregate) for the Investors or the Banks that hold such
         Receivable Interest, out of the percentage of such Collections
         represented by such Receivable Interest, an amount equal to the Yield
         and Servicer Fee accrued through such day for such Receivable Interest
         and not previously set aside;

                                       22

<PAGE>

               (ii) if such day is not a Liquidation Day for such Receivable
         Interest, reinvest with the Seller on behalf of the Investors or the
         Banks that hold such Receivable Interest the percentage of such
         Collections represented by such Receivable Interest, to the extent
         representing a return of Capital, by recomputation of such Receivable
         Interest pursuant to Section 2.03 (each such transaction relating to a
         Receivable Interest, a "reinvestment");

               (iii) if such day is a Liquidation Day for such Receivable
         Interest, set aside and hold in trust (and, at the request of the
         Agent, segregate) for the Investors or the Banks that hold such
         Receivable Interest the entire remainder of such percentage of
         Collections; provided, that if amounts are set aside and held in trust
         on any Liquidation Day occurring prior to the Termination Date, and
         thereafter during such Settlement Period the conditions set forth in
         Section 3.02 are satisfied or waived by the Agent, such previously set
         aside amounts shall, to the extent representing a return of Capital, be
         reinvested in accordance with the preceding subsection (ii) on the day
         of such subsequent satisfaction or waiver of conditions; and

               (iv) during such times as amounts are required to be reinvested
         in accordance with the foregoing subsection (ii) or the proviso to
         subsection (iii), release to the Seller for its own account any
         Collections in excess of such amounts or in excess of the amounts that
         are required to be set aside pursuant to subsection (i) above.

         (c) The Servicer shall deposit into the Agent's Account, on each
Settlement Date, Collections held for the Investors or the Banks pursuant to
Section 2.04(b) that relate to the Receivable Interests.

         (d) Upon receipt of funds deposited into the Agent's Account, the Agent
shall distribute them as follows:

               (i) if such distribution occurs on a day that is not a
         Liquidation Day, first to the Investors or the Banks that hold the
         relevant Receivable Interest in payment in full of all accrued Yield
         and then to the Servicer in payment in full of all accrued Servicer
         Fee.

               (ii) if such distribution occurs on a Liquidation Day, first to
         the Investors or the Banks that hold the relevant Receivable Interest
         in payment in full of all accrued Yield, second to such Investors or
         Banks in reduction to zero of all Capital, third to such Investors,
         Banks or the Agent in payment of any other amounts owed by the Seller
         hereunder, and fourth to the Servicer in payment in full of all accrued
         Servicer Fee.

         After the Program Termination Date, all additional Collections with
respect to such Receivable Interest shall be paid to the Seller for its own
account.

         SECTION 2.05.  General Settlement Procedures.
                        -----------------------------

         (a)   If on any day

                                       23

<PAGE>

               (i) the Outstanding Balance of a Pool Receivable is reduced,
         adjusted or cancelled as a result of any billing adjustment,
         renegotiation, application of credit balances, rebates, discounts,
         charge-backs, exchanges, returns or other similar credits, allowances,
         net-outs, set-offs, offsets, defenses (including any failure by any
         Originator to deliver any goods provide any service or otherwise
         perform its obligations under any Contract) or other dilution factors;
         or

               (ii) the Outstanding Balance of a Pool Receivable is reduced or
         cancelled as a result of a set-off or offset in respect of any claim by
         the Obligor thereof against any Originator, the Seller or any of their
         respective Affiliates or any other Person (whether such claim arises
         out of the same or a related transaction or an unrelated transaction);
         or

               (iii) any of the representations or warranties in clauses (i),
         (j), or (q) of Section 4.01 is at any time not true with respect to any
         Pool Receivable; or

               (iv) any amount received by the Agent, any Investor, any Bank or
         Servicer under this Agreement is rescinded or must otherwise be
         returned by the Agent, the Investor, any Bank or the Servicer for any
         reason;

then the Seller shall be deemed to have received on such day, and shall be
obligated to pay on such day, a Collection of such Pool Receivable or such other
amount equal to (A) the amount of such reduction or cancellation, in the case of
an event of the type described in clause (i) or (ii) above, (B) the full amount
of such Pool Receivable, in the case of an event of the type described in clause
(iii) above, or (C) such amount so rescinded or returned, in the case of an
event of the type described in clause (iv) above, all such amounts to be
distributed in accordance with the priorities set forth in Section 2.04.

         (b)   For the purposes of Section 2.04:

               (i) except as provided in Section 2.05(a) or as otherwise
         required by applicable law or the relevant Contract, all Collections
         received from an Obligor of any Receivables shall be applied to the
         Receivables of such Obligor in the order of the age of such
         Receivables, starting with the oldest such Receivable, unless such
         Obligor designates its payment for, or the Contract requires,
         application to specific Receivables; and

               (ii) if and to the extent the Agent, the Investor or the Banks
         shall be required for any reason to pay over to an Obligor any amount
         received on its behalf hereunder, such amount shall be deemed not to
         have been so received but rather to have been retained by the Seller
         and, accordingly, the Agent, the Investors or the Banks, as the case
         may be, shall have a claim against the Seller for such amount, payable
         when and to the extent that any distribution from or on behalf of such
         Obligor is made in respect thereof.

                                       24

<PAGE>

         SECTION 2.06.  Fees.
                        ----

         (a) Each Investor and Bank shall pay to the Servicer a fee (the
"Servicer Fee") of 0.5% per annum on the average daily Capital of each
Receivable Interest owned by such Investor or Bank, from the date of purchase of
such Receivable Interest until the later of the Termination Date for such
Receivable Interest or the date on which such Capital is reduced to zero,
payable on each Settlement Date. Upon three (3) Business Days' notice to the
Agent, the Servicer (if not FMC or its designee or an Affiliate of FMC) may
elect to be paid, as such fee, another percentage per annum on the average daily
Capital of such Receivable Interest, but in no event in excess for all
Receivable Interests relating to a single Receivables Pool of 110% of the
reasonable costs and expenses of the Servicer in administering and collecting
the Receivables in such Receivables Pool. The Servicer Fee shall be payable only
from Collections pursuant to, and subject to the priority of payment set forth
in, Section 2.04.

         (b) The Seller shall pay to the Agent certain fees (collectively, the
"Fees") in the amounts and on the dates set forth in the Fee Letter.

         (c) The Seller shall also pay to the Agent for the account of CIESCO
fees for certain costs and expenses of any issuing and paying agent related to
the issuance of promissory notes, auditing of the books and rating of the
promissory notes, in the amounts and on the dates set forth in the Fee Letter.

         SECTION 2.07.  Payments and Computations, Etc.
                        -------------------------------

         (a) All amounts to be paid or deposited by the Seller or the Servicer
hereunder shall be paid or deposited no later than 11:00 A.M. (New York City
time) on the day when due in same day funds to the Agent's Account.

         (b) The Seller shall, to the extent permitted by law, pay interest on
any amount not paid or deposited by the Seller (whether as Servicer or
otherwise) when due hereunder, at an interest rate per annum equal to two
percent (2%) per annum above the Alternate Base Rate, payable on demand.

         (c) All computations of interest under subsection (b) above and all
computations of Yield, fees and other amounts hereunder shall be made on the
basis of a year of 360 days for the actual number of days elapsed. Whenever any
payment or deposit to be made hereunder shall be due on a day other than a
Business Day, such payment or deposit shall be made on the next succeeding
Business Day and such extension of time shall be included in the computation of
such payment or deposit.

         SECTION 2.08.  Increased Costs.
                        ---------------

         (a) If CNAI, any Investor, any Bank, any entity which enters into a
commitment to purchase Receivable Interests or interests therein, or any of
their respective Affiliates (each an "Affected Person") determines that
compliance with any law or regulation or any guideline (whether or not having
the force of law) introduced or changed after the date hereof or that compliance
with any request from any central bank or other governmental authority (whether
or not having the force of law) made after the date hereof, affects or would

                                       25

<PAGE>

affect the amount of the capital required or expected to be maintained by such
Affected Person and such Affected Person determines that the amount of such
capital is increased by or based upon the existence of any commitment to make
purchases of or otherwise to maintain the investment in Pool Receivables or
interests therein related to this Agreement or to the funding thereof and other
commitments of the same type, then, upon demand by such Affected Person (with a
copy to the Agent), the Seller shall immediately upon demand pay to the Agent
for the account of such Affected Person (as a third-party beneficiary), from
time to time as specified by such Affected Person, additional amounts sufficient
to compensate such Affected Person in the light of such circumstances, to the
extent that such Affected Person reasonably determines such increase in capital
to be allocable to the existence of any of such commitments. A certificate as to
such amounts submitted to the Seller and the Agent by such Affected Person shall
be conclusive and binding for all purposes, absent manifest error.

         (b) If, due to either (i) the introduction of or any change (other than
any change by way of imposition or increase of reserve requirements referred to
in Section 2.09) in or in the interpretation of any law or regulation after the
date hereof, or (ii) compliance with any guideline introduced after the date
hereof (whether or not having the force of law) or request from any central bank
or other governmental authority made after the date hereof (whether or not
having the force of law), there shall be any increase in the cost to any
Investor or Bank of agreeing to purchase or purchasing, or maintaining the
ownership of Receivable Interests in respect of which Yield is computed by
reference to the Eurodollar Rate, then, upon demand by such Investor or Bank
(with a copy to the Agent), the Seller shall immediately upon demand pay to the
Agent, for the account of such Investor or Bank (as a third-party beneficiary),
from time to time as specified by such Investor or Bank, additional amounts
sufficient to compensate such Investor or Bank for such increased costs. A
certificate as to such amounts submitted to the Seller and the Agent by such
Investor or Bank shall be conclusive and binding for all purposes, absent
manifest error.

         (c) If after the date hereof any Affected Person shall be charged any
fee, expense or increased cost on account of the adoption of any applicable law,
rule or regulation, or any change therein, or any change after the date hereof
in the interpretation or administration thereof by any governmental authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance with any request or directive (whether or
not having the force of law) of any such authority, central bank or comparable
agency made after the date hereof: (i) which subjects any Affected Person to any
charge or withholding on or with respect to this Agreement or an Affected
Person's obligations with respect to the Receivable Interest, or changes the
basis of taxation of payments to any Affected Person or any amounts payable
under this Agreement, except for changes in the rate of tax on the overall net
income of an Affected Person and franchise taxes imposed on an Affected Person
by any taxing authority in any jurisdiction which asserts jurisdiction to impose
such taxes on the basis of the contacts which such Affected Person maintains
with such jurisdiction other than the contacts arising from the execution,
performance and delivery of, or receipt of payments under, this Agreement or any
other Program Document or (ii) which imposes, modifies or deems applicable any
reserve, assessment, insurance charge, special deposit or similar requirement
against assets of, deposits with or for the account of an Affected Person or
credit extended by an Affected Person with respect to the Receivable Interest or
(iii) which imposes any other condition the result of which is to increase the
cost to an Affected Person of performing its obligations under this Agreement,
or

                                       26

<PAGE>

to reduce the amount of any sum received or receivable by an Affected Person
under this Agreement or to require any payment calculated by reference to the
amount of interests or loans held or interest received by it, then, upon demand
by such Affected Person (with a copy to the Agent), the Seller, shall pay to the
Agent within ten (10) days after receipt of demand from such Affected Person,
for the account of such Affected Person, such amounts charged to such Affected
Person (without duplication of amounts payable under Section 2.08(a), 2.08(b) or
2.09). A certificate as to such amounts submitted to the Seller and the Agent by
such Affected Person shall be conclusive and binding for all purposes absent
manifest error.

         (d) Each Affected Person agrees that, upon the occurrence of any event
giving rise to additional amounts pursuant to clauses (a), (b) or (c) of this
Sections 2.08, it will, if requested by the Seller, use reasonable efforts
(subject to overall policy considerations of such Affected Person) (i) to file
any certificate or document requested by the Seller, or (ii) to designate a
different lending office to mitigate or avoid the future consequences of the
event or circumstances giving rise to the operation of any such Section;
provided, however, that the filing of any such certificate or document or such
designation of a different lending office is consistent with legal and
regulatory restrictions and would not be disadvantageous to such Affected
Person.

         SECTION 2.09.  Additional Yield on Receivable Interests Bearing a
                        --------------------------------------------------
Eurodollar Rate.
---------------

         The Seller shall pay to any Investor or Bank, so long as such Investor
or Bank shall be required under regulations of the Board of Governors of the
Federal Reserve System to maintain reserves with respect to liabilities or
assets consisting of or including Eurocurrency Liabilities, additional Yield on
the unpaid Capital of each Receivable Interest of such Investor or Bank during
each Settlement Period in respect of which Yield is computed by reference to the
Eurodollar Rate, for such Settlement Period, at a rate per annum equal at all
times during such Settlement Period to the remainder obtained by subtracting (i)
the Eurodollar Rate for such Settlement Period from (ii) the rate obtained by
dividing such Eurodollar Rate referred to in clause (i) above by that percentage
equal to 100% minus the Eurodollar Rate Reserve Percentage of such Investor or
Bank for such Settlement Period. Such additional Yield shall be determined by
such Investor or Bank and notice thereof given to the Seller through the Agent
within thirty (30) days after any Yield payment is made with respect to which
such additional Yield is requested and shall be paid on the next Settlement
Date. A certificate as to such additional Yield submitted to the Seller and the
Agent by such Investor or Bank shall be conclusive and binding for all purposes,
absent manifest error.

         SECTION 2.10.  Funding Losses.
                        --------------

         (a) In the event that any Bank or Investor shall actually incur any
loss or expense by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank or Investor to make any purchase or maintain
the ownership of any Receivable Interest in respect of which Yield is computed
by reference to the Eurodollar Rate as a result of (i) any settlement with
respect to such Receivable Interest being made on any day other than the
scheduled last day of an applicable Settlement Period with respect thereto, or
(ii) any purchase not being made in accordance with a request therefor under
Section 2.02, then, upon written notice from the Agent to the Seller, the Seller
shall immediately pay to the Agent or for the

                                       27

<PAGE>

account of such Bank or Investor, the amount of such loss or expense. Such
written notice shall be conclusive and binding for all purposes absent manifest
error.

         (b) Each notice given by the Agent pursuant to subsection (a) of this
Section 2.10 shall be irrevocable and binding on the Seller and the Seller shall
indemnify the Investors and the Banks against any loss or expense incurred by
any Investor or Bank as a result of any failure by the Seller to accept the
amount requested to be paid by such Purchaser, including, without limitation,
any loss or expense incurred by such Purchaser by reason of the liquidation or
reemployment of deposits or other funds acquired or requested by such Investor
or Bank to fund such requested amount.

                                   ARTICLE III

                             CONDITIONS OF PURCHASES

         SECTION 3.01.  Conditions Precedent to Initial Purchase.
                        ----------------------------------------

         (a) The initial purchase of a Receivable Interest originated by FMC
under this Agreement is subject to the conditions precedent that the Agent shall
have received on or before the date of such purchase the following, each (unless
otherwise indicated) dated such date, in form and substance satisfactory to the
Agent:

         (A)   A certificate of the Secretary or Assistant Secretary of the
Seller and FMC certifying (i) as to its certificate of incorporation and
by-laws, (ii) as to the resolutions of its Board of Directors approving this
Agreement and the other Program Documents to which it is a party and the
transactions contemplated hereby and thereby, (iii) that its representations and
warranties set forth in the Program Documents are true and correct, and (iv) the
incumbency and specimen signature of each of its officers authorized to execute
the Program Documents.

         (B) Acknowledgment copies or time stamped receipt copies of proper
financing statements, duly filed on or before the date of such initial transfer
under the UCC of all jurisdictions that the Agent may deem necessary or
desirable in order to perfect the ownership interests in the Pool Receivables
originated by FMC and the Related Security with respect thereto contemplated by
this Agreement and the First-Tier Agreement.

         (C) Acknowledgment copies or time stamped receipt copies of proper
financing statements, if any, necessary to release all security interests and
other rights of any Person in the Receivables, Contracts or Related Security
previously granted by FMC.

         (D) Completed requests for information, dated on or before the date of
such initial transfer, listing the financing statements referred to in
subsection (C) above and all other effective financing statements filed in the
jurisdictions referred to in subsection (C) above that name the Seller or FMC as
debtor, together with copies of such other financing statements (none of which
shall cover any Receivables, Contracts or Related Security).

         (E) Fully executed copies of the Program Documents which shall each be
in full force and effect.

                                       28

<PAGE>

         (F) An executed copy of each FMC Deposit Agreement and each Seller
Deposit Agreement.

         (G) Favorable opinions of Mayer, Brown & Platt, counsel for the Seller
and FMC, as to such matters as the Agent may reasonably request, including
without limitation as to the "true sale" nature of transfer of the Receivables
contemplated by the First-Tier Agreement.

         (H) The Agent shall have received a pro-forma Investor Report, which
shall evidence compliance with the terms of the Program Documents, after giving
credit to the initial transfer of an interest in Receivables under this
Agreement.

         (I) FMC shall have established the FMC Deposit Accounts and Lock-Boxes
and the Seller shall have established the Seller Deposit Agreements and
Lock-Boxes.

         (J) The conditions precedent set forth in Section 3.01(a) of the
First-Tier Agreement shall have been fully satisfied.

         (b) The initial purchase of a Receivable Interest originated by FMCW
under this Agreement is subject to the conditions precedent that the Agent shall
have received on or before the date of such purchase the following, each (unless
otherwise indicated) dated such date, in form and substance satisfactory to the
Agent:

         (A) A certificate of the Secretary or Assistant Secretary of FMCW
certifying (i) as to its certificate of incorporation and by-laws, (ii) as to
the resolutions of its Board of Directors approving the Program Documents to
which it is a party and the transactions contemplated hereby and thereby, (iii)
that its representations and warranties set forth in the First-Tier Agreement
are true and correct, and (iv) the incumbency and specimen signature of each of
its officers authorized to execute the Program Documents.

         (B) Acknowledgment copies or time stamped receipt copies of proper
financing statements, duly filed on or before the date of such initial transfer
under the UCC of all jurisdictions that the Agent may deem necessary or
desirable in order to perfect the ownership interests in the Pool Receivables
(including the Pool Receivables originated by FMCW) and the Related Security
with respect thereto contemplated by this Agreement and the First-Tier
Agreement.

         (C) Acknowledgment copies or time stamped receipt copies of proper
financing statements, if any, necessary to release all security interests and
other rights of any Person in the Receivables originated by FMCW or Contracts or
Related Security with respect thereto previously granted by FMCW.

         (D) Completed requests for information, dated on or before the date of
such initial transfer, listing the financing statements referred to in
subsection (C) above and all other effective financing statements filed in the
jurisdictions referred to in subsection (C) above that name FMCW as debtor,
together with copies of such other financing statements (none of which shall
cover any Receivables, Contracts or Related Security).

                                       29

<PAGE>

         (E) Favorable opinions of Mayer, Brown & Platt, counsel for the Seller
and FMCW, as to such matters as the Agent may reasonably request, including
without limitation as to the "true sale" nature of transfer of the Receivables
contemplated by the First-Tier Agreement.

         (F) Such other instruments, certificates and documents as the Agent may
have reasonably requested.

         SECTION 3.02.  Conditions Precedent to All Purchases and Reinvestments.
                        -------------------------------------------------------

         Each purchase (including the initial purchase) and each reinvestment
shall be subject to the further conditions precedent that

         (a) in the case of each purchase, the Servicer shall have delivered to
the Agent at least two (2) Business Days prior to such purchase, in form and
substance satisfactory to the Agent, a completed Investor Report containing
information covering the most recently ended reporting period for which
information is required pursuant to Section 6.02(g) and demonstrating that after
giving effect to such purchase no Event of Termination or Incipient Event of
Termination under Section 7.01(k) would occur;

         (b) in the case of each proposed purchase or reinvestment, the Servicer
shall have delivered to the Agent on or prior to the date of such reinvestment,
in form and substance satisfactory to the Agent, a completed Investor Report
containing information covering the most recently ended reporting period for
which information is required pursuant to Section 6.02(g);

         (c) on the date of such proposed purchase or reinvestment the following
statements shall be true (and acceptance of the proceeds of such purchase or
reinvestment shall be deemed a representation and warranty by the Seller that
such statements are then true):

               (i) the representations and warranties contained in Section 4.01
         are correct on and as of the date of such purchase or reinvestment as
         though made on and as of such date and shall be deemed made on such
         day, except to the extent such representation and warranty relates
         solely to an earlier date; and

               (ii) no event has occurred and is continuing, or would result
         from such purchase or reinvestment, that constitutes an Event of
         Termination or an Incipient Event of Termination;

         (d)   no Designated Event shall have occurred; and

         (e)   the Agent shall have received such other approvals, opinions or
documents as it may reasonably request;

provided, however, that the absence of the occurrence and continuance of an
Incipient Event of Termination shall not be a condition precedent to any
reinvestment or purchase on any day which does not cause the aggregate Capital
after giving effect to such reinvestment or purchase to exceed aggregate Capital
as of the opening of business on such day.

                                       30

<PAGE>

         SECTION 3.03.  Conditions Subsequent.
                        ---------------------

         (a) Each of the Seller and the Servicer agree that upon the occurrence
of a Special Event they shall promptly cause all Collections to be remitted from
the FMC Deposit Accounts to the Seller Deposit Accounts in accordance with
Section 5.01(i).

         (b) Each of the Seller and the Servicer agree that upon the occurrence
of an Event of Termination or a Designated Event they shall promptly and in any
event within fifteen (15) days after the occurrence of such event, instruct all
Obligors to remit all Collections in respect of all Pool Receivables only to
Seller Deposit Accounts and Lock-Boxes and provide to the Agent a certificate of
the chief financial officer or Treasurer of FMC stating that such instructions
have been duly given.

                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES

         SECTION 4.01.  Representations and Warranties of the Seller and the
                        ----------------------------------------------------
Servicer.
--------

         Each of the Seller and the Servicer hereby represents and warrants as
of the date hereof and as of each date purchase and reinvestment of or in a
Receivable Interest as follows:

         (a) Such party is a corporation duly incorporated, validly existing and
in good standing under the laws of the jurisdiction of its organization, and is
duly qualified to do business, and is in good standing, in every jurisdiction
where the nature of its business requires it to be so qualified, except where
the failure to be so qualified does not give rise to the reasonable possibility
of a Material Adverse Effect.

         (b) The execution, delivery and performance by it of the Program
Documents to which it is a party, (i) are within its corporate powers, (ii) have
been duly authorized by all necessary corporate action, (iii) do not contravene
(1) its certificate of incorporation, by-laws or other organizational documents,
(2) any law, rule or regulation applicable to it, (3) any contractual
restriction binding on or affecting or its properties or assets or (4) any
order, writ, judgment, award, injunction or decree binding on or affecting it or
its properties or assets, and (iv) do not result in or require the creation of
any Adverse Claim with respect to any of its assets or properties. This
Agreement has been duly executed and delivered by it.

         (c) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by it of the Program Documents to
which it is a party, except for the filing UCC financing statement which are
referred to herein.

         (d) Each of the Program Documents to which it is a party constitutes
its legal, valid and binding obligation enforceable against it in accordance
with their terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the enforcement of
creditors' rights generally and by general principles of equity, regardless of
whether such enforcement is considered in a proceeding in equity or at law.

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<PAGE>

         (e) The opening pro forma balance sheet of the Seller, copies of which
have been furnished to the Agent, fairly present the financial condition of the
Seller after giving effect to the initial transfer of Receivables under the
First-Tier Agreement as the date thereof, all in accordance with GAAP
consistently applied, and since such date there has been no material adverse
change in the business, operations, property or financial or other condition of
the Seller.

         (f) The balance sheets of each Originator and its consolidated
subsidiaries as at December 31, 1998, and the related statements of income and
retained earnings of the Servicer and its consolidated subsidiaries for the
fiscal year then ended, copies of which have been furnished to the Agent, fairly
present the financial condition of each such Originator and its consolidated
subsidiaries as at such date and the results of the operations of each such
Originator and its consolidated subsidiaries for the period ended on such date,
all in accordance with GAAP consistently applied, and since December 31, 1998
there has been no material adverse change in the business, operations, property
or financial condition of any Originator.

         (g) Except for the Schedule IV Claim and the claims and proceedings
relating to or arising out of the subject matter of the Schedule IV Claim, there
are no actions, suits or proceedings current or pending, or to its knowledge
threatened before any court, governmental agency or arbitrator of any kind which
may give rise to the reasonable possibility of a Material Adverse Effect.

         (h) No proceeds of any purchase or reinvestment will be used in a
manner which contravenes or conflicts with Regulations T, U, or X promulgated by
the Board of Governors of the Federal Reserve System.

         (i) Immediately prior to the sale or contribution of a Receivable to
the Seller by an Originator pursuant to the First-Tier Agreement, such
Originator is the legal and beneficial owner of such Receivable and the Related
Security free and clear of any Adverse Claim. The First-Tier Agreement is
effective to, and shall, transfer to the Seller (and the Seller shall acquire)
from the Originators all right, title and interest of the Originators in each
Receivable and in the Related Security (as defined in the First-Tier Agreement)
and Collections with respect thereto on the initial sale date, with respect to
Receivables outstanding on such date, and thereafter upon the creation and
origination of each Receivable free and clear of any Adverse Claim. Each
transfer or contribution of a Receivable and the Related Security (as defined in
the First-Tier Agreement) and Collections with respect thereto by an Originator
to the Seller pursuant to the First-Tier Agreement constitutes a True Sale.

         (j) Immediately prior to each transfer or reinvestment hereunder, the
Seller is the legal and beneficial owner of each Pool Receivable and Related
Security with respect thereto, free and clear of all Adverse Claims. This
Agreement is effective to, and shall, upon each transfer and reinvestment
hereunder, transfer and assign to the Investors and the Banks a valid and
perfected first priority ownership interest to the extent of the Receivable
Interest in the Pool Receivables, the Related Security and Collections with
respect thereto. No effective financing statement or other instrument similar in
effect covering any Pool Receivables, the Related Security, Collections or
Contract with respect thereto is on file in any recording office, except those
filed in favor of the Agent pursuant to this Agreement, and the Seller pursuant
to the First-Tier Agreement.

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<PAGE>

         (k) Each Investor Report (including without limitation, each E-Mail
Report), information, exhibit, financial statement, document, book, record or
report furnished or to be furnished at any time by or on behalf of the Seller,
any Originator or the Servicer, to the Agent, the Investors or the Banks in
connection with any Program Documents is or will be accurate in all material
respects as of its date or as of the date so furnished, and no such document
contains or will contain any untrue statement of a material fact or omits or
will omit to state a material fact necessary in order to make the statements
contained therein (when considered as a whole), in the light of the
circumstances under which they were made, not misleading.

         (l) The principal place of business and chief executive office (for
purposes of the UCC) of the Servicer and the Seller and the office where the
Seller and the Servicer keep its records concerning the Pool Receivables are
located at the address or addresses referred to in Section 5.01(b).

         (m)   The names and addresses of all the Deposit Banks, together with
the account numbers of the Deposit Accounts or supplemental at such Deposit
Banks, are as specified in Schedule I hereto, as such Schedule I may be updated
from time to time pursuant to Section 5.01(h).

         (n) Each purchase of a Receivable Interest and each reinvestment of
Collections in Pool Receivables will constitute (i) a "current transaction"
within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended,
and (ii) a purchase or other acquisition of notes, drafts, acceptances, open
accounts receivable or other obligations representing part or all of the sales
price of merchandise, insurance or services within the meaning of Section
3(c)(5) of the Investment Company Act of 1940, as amended.

         (o) Except as set forth on Schedule V hereto, it is not known by and
does not use any trade name or doing-business-as name.

         (p) No transaction contemplated by the Program Documents requires
compliance with any bulk sales act or similar law.

         (q) Each Receivable included in the Net Receivables Pool Balance as an
Eligible Receivable on the date of any purchase, reinvestment or computation of
Net Receivables Pool Balance is an Eligible Receivable.

         (r) The Servicer represents that no license or approval is required for
the Agent's use of any program used by the Servicer in the servicing of Pool
Receivables, other than those which have been obtained and are in full force and
effect.

         (s) The Seller is not, and is not controlled by, an "investment
company" registered or required to be registered under the Investment Company
Act of 1940, as amended.

         (t) FMC has (i) initiated a review and assessment of all areas within
its business and operations (including those affected by suppliers and vendors)
that could be adversely affected by the Year 2000 Problem; (ii) developed a plan
and time line for addressing the Year 2000 Problem on a timely basis, and (iii)
implemented such plan in accordance with such timetable. FMC is exercising
commercially reasonable efforts to enable the computer

                                       33

<PAGE>

hardware and software within the critical business systems of FMC to perform
properly date-sensitive functions for all dates before and after January 1,
2000. FMC has no reason to believe that such critical business systems will not
function on any given date or that the ability of FMC to perform its obligations
under the Program Documents will be impaired.

         (u) Prior to the occurrence of a Special Event, all Obligors and only
Obligors of Pool Receivables and Foreign Receivables have been instructed or,
upon the creation of Receivables owed by them, will be instructed to make
payments only to FMC Deposit Accounts and Lock-Boxes and such instructions have
not been modified or revoked by the Seller or the Servicer and such instructions
that have been given are in full force and effect.

         (v) (i) The fair value of the property of the Seller is greater than
the total amount of liabilities, including contingent liabilities, of the
Seller, (ii) the present fair salable value of the assets of the Seller is not
less than the amount that will be required to pay all probable liabilities of
the Seller on its debts as they become absolute and matured, (iii) the Seller
has not, does not intend to, and does not believe that it will, incur debts or
liabilities beyond the Seller's abilities to pay such debts and liabilities as
they mature and (iv) the Seller is not engaged in a business or a transaction,
and is not about to engage in a business or a transaction, for which the
Seller's property would constitute unreasonably small capital.

         (w) With respect to each Pool Receivable, the Seller (i) shall have
received such Pool Receivable as a contribution to the capital of the Seller by
an Originator or (ii) shall have purchased such Pool Receivable from an
Originator in exchange for payment (made by the Seller to such Originator in
accordance with the provisions of the First-Tier Purchase Agreement) of cash, in
an amount which constitutes fair consideration and reasonably equivalent value.
Each such sale referred to in clause (ii) of the preceding sentence shall not
have been made for or on account of an antecedent debt owed by an Originator to
the Seller and no such sale is or may be voidable or subject to avoidance under
any section of the Federal Bankruptcy Code.

         (x) The Seller was incorporated on October __, 1999 and the Seller did
not engage in any business activity prior to the date hereof. The Seller has no
subsidiaries.

         (y) Except to the extent that an Originator has delivered to the Agent
a direction letter addressed to the warehouseman of any off-site facility, such
Originator does not maintain books and records relating to the Pool Receivables
at off-site data processing or storage facilities.

                                    ARTICLE V

                                    COVENANTS

         SECTION 5.01.  Covenants of the Seller.
                        -----------------------

         Until the Program Termination Date:

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<PAGE>

         (a) Compliance with Laws, Etc. The Seller will comply in all material
respects with all applicable laws, rules, regulations and orders and preserve
and maintain its corporate existence, rights, franchises, qualifications, and
privileges except to the extent that the failure so to comply with such laws,
rules and regulations or the failure so to preserve and maintain such existence,
rights, franchises, qualifications, and privileges could not give rise to a
reasonable possibility of a Material Adverse Effect.

         (b) Offices, Records and Books of Account. The Seller will keep its
principal place of business and chief executive office and the office where it
keeps its records concerning the Pool Receivables at the address of the Seller
set forth under its name on the signature pages to this Agreement or, upon
thirty (30) days' prior written notice to the Agent, at any other locations in
jurisdictions where all actions reasonably requested by the Agent to protect and
perfect the interest in the Pool Receivables have been taken and completed. The
Seller also will maintain and implement or cause the Servicer to maintain and
implement administrative and operating procedures (including, without
limitation, an ability to recreate records evidencing Pool Receivables and
related Contracts in the event of the destruction of the originals thereof), and
keep and maintain all documents, books, records and other information reasonably
necessary or advisable for the collection of all Pool Receivables (including,
without limitation, records adequate to permit the daily identification of each
Pool Receivable and all Collections of and adjustments to each existing Pool
Receivable).

         (c) Performance and Compliance with Contracts and Credit and Collection
Policy. The Seller will, at its expense, timely and fully perform and comply
with all material provisions, covenants and other promises required to be
observed by it under the Contracts related to the Pool Receivables, and timely
and fully comply in all material respects with the Credit and Collection Policy
in regard to each Pool Receivable and the related Contract.

         (d) Sales, Liens, Etc. The Seller will not sell, assign (by operation
of law or otherwise) or otherwise dispose of, or create or suffer to exist any
Adverse Claim upon or with respect to, the Seller's undivided interest in any
Pool Receivable, Related Security, related Contract or Collections, or upon or
with respect to any account to which any Collections of any Pool Receivable are
sent, or assign any right to receive income in respect thereof.

         (e) Extension or Amendment of Receivables. Except as provided in
Section 6.02(c), the Seller will not extend, amend or otherwise modify the terms
of any Pool Receivable, or amend, modify or waive any term or condition of any
Contract related thereto or permit the Servicer to do the same.

         (f) Change in Business or Credit and Collection Policy. Without the
prior written consent of the Agent, the Seller will not make any change in (i)
the character of its business , or (ii) the Credit and Collection Policy to the
extent that such change in the Credit and Collection Policy could impair the
collectibility of the Pool Receivables or could otherwise give rise to a
Material Adverse Effect.

         (g) Audits. The Seller will, from time to time during regular business
hours as reasonably requested by the Agent, permit the Agent, or its agents or
representatives (including independent public accountants, which may be the
Seller's independent public

                                       35

<PAGE>

accountants), (i) to conduct periodic audits of the Receivables, the Related
Security and the related books and records and collections systems of the
Seller, (ii) to examine and make copies of and abstracts from all books, records
and documents (including, without limitation, computer tapes and disks) in the
possession or under the control of the Seller relating to Pool Receivables and
the Related Security, including, without limitation, the related Contracts, and
(iii) to visit the offices and properties of the Seller for the purpose of
examining such materials described in clause (ii) above, and to discuss matters
relating to Pool Receivables and the Related Security or the Seller's
performance hereunder or under the Contracts with any of the officers or
employees of the Seller having knowledge of such matters; provided, however,
that such periodic audits shall be limited to two (2) per calendar year unless
an Audit Deficiency has occurred or unless an Event of Termination, Incipient
Event of Termination or a Designated Event has occurred in such calendar year.

         (h) Change in Payment Instructions to Obligors. Subject to Section 3.03
the Seller will not add or terminate any bank as a Deposit Bank from those
listed on Schedule III, make any changes in its Lock-Boxes or Deposit Accounts
from those listed in Schedule III to this Agreement, or make any change in its
instructions to Obligors regarding payments to be made to any Lock-Box or
Deposit Account, unless the Agent shall have received written notice of such
addition, termination or change at least fifty-seven (57) days prior to the
effective date of such addition, termination or change (the "Control
Modification Date") and the Agent shall have received at least thirty (30) days
prior to the Control Modification Date, the following: a revised Schedule III, a
Deposit Agreement executed by each new Deposit Bank or an existing Deposit Bank
with respect to each new Lock-Box or Deposit Account, as applicable and by the
Agent and FMC or the Seller, as applicable, and a certificate of an officer of
FMC certifying that (A) all of the accounts listed on the revised Schedule III
are in existence and all of the information contained therein is correct as of
the date of such certificate, and (B) in the case of a termination or change of
a Lock-Box or Deposit Account, the Obligors who were depositing payments to such
accounts have been directed to deposit payments on and after the Control
Modification Date to either an existing Lock-Box or Deposit Account or a new
Lock-Box or Deposit Account, in either case as identified on the revised
Schedule III.

         (i) Deposits to Deposit Accounts. Prior to the occurrence of a Special
Event, the Seller shall deposit or cause to be deposited all Collections of Pool
Receivables into the FMC Deposit Accounts. After the occurrence of a Special
Event and prior to instructing the Obligors to remit all Collections to a Seller
Deposit Account following the occurrence of an Event of Termination or a
Designated Event as required by Section 3.03(b), the Seller shall deposit or
cause to be deposited all Collections of Pool Receivables into the FMC Deposit
Accounts and shall cause such amounts to be promptly (and in any event within
one (1) Business Day after receipt) remitted to a Seller Deposit Account. After
instructing the Obligors to remit all Collections to a Seller Deposit Account
following the occurrence of an Event of Termination or a Designated Event the
Seller shall deposit or cause to be deposited all Collections of Pool
Receivables directly into the Seller Deposit Accounts. The Seller will not
deposit or otherwise credit, or cause or permit to be so deposited or credited,
to any Deposit Account cash or cash proceeds other than Collections of Pool
Receivables; provided, however, that prior to the occurrence of a Special Event,
Collections in respect of Foreign Receivables may be remitted to the FMC Deposit
Account.

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<PAGE>

         (j) Marking of Records. At its expense, the Seller shall identify on
its books, records and master data processing records the Pool Receivables and
indicate that Receivable Interests related to such Pool Receivables have been
sold in accordance with this Agreement.

         (k)   Further Assurances.

               (i) The Seller agrees from time to time, at its expense, promptly
         to execute and deliver all further instruments and documents, and to
         take all further actions, that may be necessary or desirable, or that
         the Agent may reasonably request, to perfect, protect or more fully
         evidence the Receivable Interests purchased under this Agreement, or to
         enable the Investors, the Banks or the Agent to exercise and
         enforce their respective rights and remedies under this Agreement and
         the other Program Documents. Without limiting the foregoing, the Seller
         will, upon the request of the Agent, execute and file such financing or
         continuation statements, or amendments thereto, and such other
         instruments and documents, that may be necessary or desirable, or that
         the Agent may reasonably request, to perfect, protect or evidence such
         Receivable Interests.

               (ii) The Seller authorizes the Agent to file financing or
         continuation statements, and amendments thereto and assignments
         thereof, relating to the Pool Receivables and the Related Security, the
         related Contracts and the Collections with respect thereto without the
         signature of the Seller where permitted by law. A photocopy or other
         reproduction of this Agreement shall be sufficient as a financing
         statement where permitted by law.

         (l)   Reporting Requirements. The Seller will provide to the Agent (in
multiple copies, if requested by the Agent) the following:

               (i) as soon as available and in any event within forty-five (45)
         days after the end of the first three quarters of each fiscal year of
         each Originator and the Seller, balance sheets of each Originator and
         its consolidated subsidiaries and the Seller as of the end of such
         quarter and statements of income and retained earnings of each
         Originator and its consolidated subsidiaries and the Seller for the
         period commencing at the end of the previous fiscal year and ending
         with the end of such quarter, certified by its chief financial officer,
         treasurer or chief accounting officer;

               (ii) as soon as available and in any event within ninety (90)
         days after the end of each fiscal year of each Originator, a copy of
         the annual report for such year for each Originator and its
         consolidated subsidiaries, containing financial statements for such
         year audited by KPMG LLP or such other nationally recognized ("big
         six") independent public accounting firm;

               (iii) as soon as available and in any event within ninety (90)
         days after the end of each fiscal year of the Seller, a copy of the
         unaudited balance sheet of the Seller for such year and statements of
         income and retained earnings for the Seller for such year, certified by
         its chief financial officer, treasurer or chief account officer;

                                       37

<PAGE>

               (iv) as soon as possible and in any event within three (3)
         Business Days after the occurrence of each Event of Termination or
         Incipient Event of Termination, a statement of the chief financial
         officer or treasurer of the Seller setting forth details of such Event
         of Termination or event and the action that the Seller has taken and
         proposes to take with respect thereto;

               (v) promptly after the filing or receiving thereof, copies of all
         reports and notices that the Seller or any Affiliate files under ERISA
         with the Internal Revenue Service or the Pension Benefit Guaranty
         Corporation or the U.S. Department of Labor or that the Seller or any
         Affiliate receives from any of the foregoing or from any multiemployer
         plan (within the meaning of the Section 4001(a)(3) or ERISA) to which
         the Seller or any affiliate is or was, within the preceding five years,
         a contributing employer, in each case in respect of the assessment of
         withdrawal liability or an event or condition which could, in the
         aggregate, result in the imposition or liability on the Seller or
         result in any liability of any Affiliate of the Seller which could
         reasonably be expected to have a Material Adverse Effect;

               (vi) so long as any Capital shall be outstanding, as soon as
         possible and in any event no later than the day of occurrence thereof,
         notice that any Originator has stopped selling or contributing to the
         Seller, pursuant to the First-Tier Agreement, all newly arising
         Receivables;

               (vii) at the time of the delivery of the financial statements
         provided for in clauses (i), (ii) and (iii) of this clause (l), a
         certificate of the chief financial officer or the treasurer of FMC to
         the effect that, to the best of such officer's knowledge, no Event of
         Termination has occurred and is continuing or, if any Event of
         Termination has occurred and is continuing, specifying the nature and
         extent thereof;

               (viii) at least twenty (20) Business Days prior to any change in
         the name of any Originator or the Seller, a notice setting forth the
         new name and the effective date thereof;

               (ix) such other information respecting the Receivables or the
         condition or operations, financial or otherwise, of the Seller, any
         Originator or any of their respective Affiliates, as the Agent may from
         time to time reasonably request;

               (x) promptly after receipt thereof, copies of all notices,
         reports and financial statements received by the Seller from each
         Originator under the First-Tier Agreement; and

               (xi) as soon as possible and in any event within five (5)
         Business Days after any material change after the date hereof in the
         status of the Schedule IV Claim or any additional claims or proceedings
         relating to or arising out of the subject matter of the Schedule IV
         Claim, a statement of an officer of the Seller setting forth in
         reasonable detail such change and/or a description of such additional
         claims or proceedings.

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<PAGE>

         (m) Other Agreements. The Seller shall not enter into or be a party to
any agreement or instrument other than agreements with an Originator covering
the lease of its offices, the allocation of its overhead and the provision for
management expenses, agreements covering insurance, other agreements incidental
to the conduct of its business (in which the indebtedness thereunder in the
aggregate shall not exceed $4,500), this Agreement or the other Program
Documents, and shall not amend, modify or waive any provision in any thereof, or
give any approval or consent or permission provided for in any thereof without
the prior written consent of the Agent; provided, however, that each such
agreement shall contain an undertaking from each Person who enters into any such
agreement with the Seller of the type referred to in Section 10.05.

         (n) Other Business. Without the prior written consent of the Agent, the
Seller will not engage in any business or enterprise or enter into any
transaction other than as contemplated by this Agreement and the other Program
Documents.

         (o) Amendment of Certificate of Incorporation or By-laws. Without the
prior written consent of the Agent (which consent shall not be unreasonably
withheld), the Seller will not amend its Certificate of Incorporation or
By-Laws.

         (p)   Permitted Debt. The Seller shall not incur any Debt or other
liability except as contemplated by this Agreement or the First-Tier Agreement.

         (q) Distributions, Etc. The Seller will not (i) declare or make any
dividend payment or other distribution of assets, properties, cash, rights,
obligations or securities on account of any shares of any class of capital stock
of the Seller, or return any capital to its shareholders as such, or (ii)
purchase, retire, defease, redeem or otherwise acquire for value or make any
payment in respect of any shares of any class of capital stock of the Seller or
any warrants; provided, that the Seller may declare and pay cash dividends on
its capital stock to its shareholders so long as (A) no Event of Termination or
Designated Event shall then exist or would occur as a result thereof, (B) such
dividends are in compliance with all applicable law including the corporate law
of the State of Delaware, (C) such dividends have been approved by all necessary
and appropriate corporate action of the Seller, and (D) after giving effect
thereto, the Seller's Tangible Net Worth is not less than the greater of (i)
three percent (3%) of the Net Receivable Pool Balance, and (ii) $1,000,000.

         (r) Mergers, Etc. The Seller will not merge with or into or consolidate
with or into, or convey, transfer, lease or otherwise dispose of (whether in one
transaction or in a series of transactions), all or substantially all of its
assets (whether now owned or hereafter acquired) to, or acquire all or
substantially all of the assets or capital stock or other ownership interest of,
or enter into any joint venture or partnership agreement with, any Person, other
than the disposition of its assets contemplated by the Program Documents.

         (s) First-Tier Agreement. The Seller shall, at its expense, timely and
fully perform and comply in all material respects with all provisions, covenants
and other promises required to be observed by it under the First-Tier Agreement,
maintain the First-Tier Agreement in full force and effect, enforce the
First-Tier Agreement in accordance with its terms, take all such action to such
end as may be from time to time reasonably requested by the Agent, and

                                       39

<PAGE>

make to any party to the First-Tier Agreement comply with all such demands and
requests for information and reports or for action as the Seller is entitled to
make thereunder and as may be from time to time reasonably requested by the
Agent. The Seller shall not (i) cancel or terminate the First-Tier Agreement or
consent to or accept any cancellation or termination thereof, (ii) amend or
otherwise modify any term or condition of the First-Tier Agreement or give any
consent, waiver or approval thereunder without the prior written consent of the
Agent, or (iii) take any other action under the First-Tier Agreement not
required by the terms thereof that would impair the value of any Pool
Receivable, the Related Security or the rights or interests of the Seller
thereunder or of the Agent, any Investor or any Bank hereunder or thereunder.

         (t)   Tangible Net Worth. The Seller will maintain Tangible Net Worth
at all times equal to at least $30,000,000.

         (u)   Separate Corporate Existence.

               (i) The Seller shall maintain in full effect its existence,
         rights and franchises as a corporation under the laws of the state of
         its incorporation and will obtain and preserve its qualification to do
         business in each jurisdiction in which such qualification is or shall
         be necessary to protect the validity and enforceability of this
         Agreement and each of the Program Documents to which it is a party and
         each other instrument or agreement necessary or appropriate to proper
         administration hereof and permit and effectuate the transactions
         contemplated hereby.

               (ii) The Seller shall not maintain joint bank accounts or other
         depository accounts with its Affiliates. The funds of the Seller will
         not be diverted to any other Person or for other than the corporate use
         of the Seller except as contemplated hereby and, except as may be
         permitted by this Agreement, the funds of the Seller shall not be
         commingled with those of any Originator or any of their respective
         Affiliates.

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

               (iv) The Seller shall maintain a principal executive and
         administrative office through which its business is conducted separate
         from those of its stockholders, each Originator and their respective
         Affiliates.

               (v) The Seller shall conduct its affairs strictly in accordance
         with its Certificate of Incorporation and observe all necessary,
         appropriate and customary corporate formalities, including, but not
         limited to, holding all regular and special stockholders' and
         directors' meetings appropriate to authorize all corporate action,
         keeping separate and accurate minutes of such meetings, passing all
         resolutions or consents necessary to authorize actions taken or to be
         taken, and maintaining accurate

                                       40

<PAGE>

         and separate books, records and accounts, including, but not limited
         to, intercompany transaction accounts. The Seller shall hold regular
         stockholders' and directors' meetings at least annually.

               (vi)     The Seller shall ensure that decisions with respect to
         its business and daily operations shall be independently made by the
         Seller (although the officer making any particular decision may also be
         an employee, officer or director of an Affiliate of the Seller) and
         shall not be dictated by any Originator or any of their respective
         Affiliates.

               (vii) The Seller shall act solely in its own corporate name and
         through its own authorized officers and agents, and neither an
         Originator nor any of their respective Affiliates shall be appointed to
         act as its agent, except as expressly contemplated by this Agreement or
         the First-Tier Agreement. The Seller shall at all times use its own
         stationery.

               (viii) The Seller shall ensure that no Affiliate of the Seller or
         any Originator shall advance funds to the Seller, other than (i)
         capital contributions or loans from FMC, made to enable the Seller to
         pay the purchase price of Receivables or (ii) as is otherwise provided
         herein or in the First-Tier Agreement and no Affiliate of the Seller or
         any Originator will otherwise supply funds to, or guaranty debts of,
         the Seller; provided, however, that an Affiliate of the Seller may
         provide funds to the Seller in connection with the capitalization of
         the Seller, including the provision of capital necessary to assure that
         the Seller has "substantial assets" as described in Treasury Regulation
         Section 301.7701-2(d)(2) as in effect prior to amendment by Treasury
         Decision 8697 on December 17, 1996.

               (ix) Other than organizational expenses and as expressly provided
         herein, the Seller shall pay all expenses, indebtedness and other
         obligations incurred by it.

               (x) The Seller shall not enter into any guaranty, or otherwise
         become liable, with respect to any obligation of any Originator or any
         of their respective Affiliates.

               (xi) The Seller shall ensure that any financial reports required
         of the Seller shall comply with generally accepted accounting
         principles and shall be issued separately from, but may be consolidated
         with, any reports prepared for any Originator, or any of their
         respective Affiliates; provided, that if so consolidated, such
         financial reports shall contain a footnote indicating that the
         Receivables have been sold and are not available to FMC's creditors
         unless all other obligations of the Seller have been fully satisfied.

               (xii) The Seller shall ensure that at all times it is adequately
         capitalized to engage in the transactions contemplated in its
         Certificate of Incorporation, the First-Tier Agreement and this
         Agreement.

               (xiii) The Seller shall at all times from and after the election
         of the initial Board of Directors, have at least one (1) director of
         the Seller who shall at all times be an Independent Director. An
         "Independent Director" will be an individual who (x) is

                                       41

<PAGE>

         not, and during the immediately preceding twelve (12) months has not
         been, a director, officer, employee, or Affiliate of any Originator or
         any of their respective Affiliates (other than the Seller or any other
         Affiliate formed for similar purposes relating to receivables
         originated by Affiliates of any Originator), (y) does not have any
         significant ownership or creditor interest in any Originator or any
         Affiliate of any Originator, and (z) is not related to any individual
         satisfying clause (x) or (y) of this Section 5.01(u)(xiii).

               (xiv) The Seller shall maintain arm's-length relationships with
         FMC and any Affiliate of FMC, and will not be, or will hold itself out
         to be, responsible for the debts of FMC or the decisions or actions
         respecting the daily business affairs of FMC.

                                   ARTICLE VI

                ADMINISTRATION AND COLLECTION OF POOL RECEIVABLES

         SECTION 6.01.  Designation of Servicer.
                        -----------------------

         The servicing, administration and collection of the Pool Receivables
shall be conducted by the Servicer so designated hereunder from time to time.
Until the Agent gives notice to the Seller of the designation of a new Servicer,
FMC is hereby designated as, and hereby agrees to perform the duties and
obligations of, the Servicer pursuant to the terms hereof. The Agent may at any
time after the occurrence of a Designated Event, during the continuance of an
Incipient Event of Termination of the type specified in clause (g) of Section
7.01 or during the continuance of any Event of Termination designate as Servicer
any Person (including itself) to succeed the Seller or any successor Servicer,
if such Person shall consent and agree to the terms hereof. Any such designation
of a successor Servicer hereunder shall not limit or affect the liability of FMC
as Servicer for the period prior to such designation. The Servicer may, with the
prior consent of the Agent, subcontract with any other Person for the servicing,
administration or collection of the Pool Receivables and the Agent hereby
consents to FMCW serving as a subcontractor. Any such subcontract shall not
affect the Servicer's liability for performance of its duties and obligations
pursuant to the terms hereof.

         SECTION 6.02.  Duties of Servicer.
                        ------------------

         (a) The Servicer shall take or cause to be taken all such actions as
may be necessary or advisable to collect each Pool Receivable from time to time,
all in accordance with applicable laws, rules and regulations, with reasonable
care and diligence, and in accordance with the Credit and Collection Policy. The
Seller and the Agent hereby appoint the Servicer, from time to time designated
pursuant to Section 6.01, as agent for themselves and for the Investors and the
Banks to enforce their respective rights and interests in the Pool Receivables,
the Related Security and the related Contracts. In performing its duties as
Servicer, the Servicer shall exercise the same care and apply the same policies
as it would exercise and apply if it owned such Receivables.

         (b) The Servicer shall administer the Collections in accordance with
the procedures described in Section 2.04.

                                       42


<PAGE>

         (c) If no Event of Termination, Incipient Event of Termination or
Designated Event shall have occurred and be continuing, FMC, while FMC is the
Servicer, may, in accordance with the Credit and Collection Policy, extend the
maturity or adjust the Outstanding Balance of any Receivable as the Servicer
deems appropriate to maximize Collections thereof; provided, that such extension
or adjustment shall not alter the status of such Receivables as a Delinquent
Receivable or a Defaulted Receivable.

         (d) The Servicer shall hold in trust for the Seller and each Investor
and Bank, in accordance with their respective interests, all documents,
instruments and records (including, without limitation, computer tapes or disks)
which evidence or relate to Pool Receivables. At the request of the Agent after
the occurrence of a Designated Event or during the continuance of any Event of
Termination, the Servicer shall mark conspicuously each invoice evidencing each
Pool Receivable and the related Contract with a legend, acceptable to the Agent,
evidencing that Receivable Interests therein have been sold and shall mark its
master data processing records evidencing such Pool Receivables and related
Contracts with such a legend.

         (e) The Servicer shall, as soon as practicable following receipt, turn
over to the Seller any cash collections or other cash proceeds received with
respect to Receivables not constituting Pool Receivables.

         (f) The Servicer shall, from time to time at the request of the Agent,
furnish to the Agent (promptly after any such request) a calculation of the
amounts set aside for the Investors and the Banks pursuant to Section 2.04.

         (g) Prior to the fifteenth (15th) Business Day of each month or more
frequently as the Agent shall reasonably request, the Servicer shall prepare and
forward to the Agent (i) an Investor Report relating to the outstanding
Receivables, and (ii) upon the request of the Agent, a listing by Obligor of all
outstanding Pool Receivables, together with an analysis of the aging of such
Receivables. Subject to the following terms and conditions the Servicer may,
unless otherwise notified to the contrary by the Agent, transmit Investor
Reports to the Agent by electronic mail (each an "E-Mail Report"):

               (i) The Servicer shall make arrangements with VeriSign, Inc. (or
         another authenticating organization acceptable to the Agent) to enable
         the Servicer to generate digital signatures. The Servicer shall
         safeguard the keys, access codes or other means of generating its
         digital signature.

               (ii) Each E-Mail Report shall be formatted as the Agent may
         designate from time to time and shall be digitally signed. Each E-Mail
         Report shall be sent to the Agent at an electronic mail address
         designated by the Agent.

               (iii) Each E-Mail Report shall be deemed given when receipt of
         such transmission thereof is acknowledged by the Agent.

         (h) The Servicer shall, upon direction from the Seller, make payments
on behalf of the Seller from the Seller's Funds as directed by the Seller.

                                       43

<PAGE>

         SECTION 6.03.  Certain Rights of the Agent.
                        ---------------------------

         (a) At any time following any Event of Termination or a Designated
Event the Agent is authorized to date and deliver to the Deposit Banks, the
Lock-Box Notices. The Seller and FMC hereby transfers to the Agent, effective
when the Agent delivers such Lock-Box Notices, the exclusive ownership and
control of the Deposit Accounts to which the Obligors of Pool Receivables shall
make payments. The Seller shall take any actions reasonably requested by the
Agent to effect such transfer. The Agent also may notify the Obligors of Pool
Receivables, at any time and at the Seller's expense, of the ownership of
Receivable Interests under this Agreement.

         (b) At any time following any Event of Termination or a Designated
Event or the designation of a Servicer other than FMC pursuant to Section 6.01:

               (i) The Agent may direct the Obligors of Pool Receivables that
         all payments thereunder be made directly to the Agent or its designee.

               (ii) At the Agent's request and at the Seller's expense, the
         Seller shall notify or cause the Servicer to notify each Obligor of
         Pool Receivables of the ownership of Receivable Interests under this
         Agreement and direct that payments be made directly to the Agent or its
         designee.

               (iii) At the Agent's request and at the Seller's expense, the
         Seller and the Servicer shall (A) assemble all of the documents,
         instruments and other records (including, without limitation, computer
         tapes and disks) that evidence or relate to the Pool Receivables and
         the related Contracts and Related Security, or that are otherwise
         necessary or desirable to collect the Pool Receivables, and shall make
         the same available to the Agent at a place selected by the Agent or its
         designee, and (B) segregate all cash, checks and other instruments
         received by it from time to time constituting Collections of Pool
         Receivables in a manner acceptable to the Agent and, promptly upon
         receipt, remit all such cash, checks and instruments, duly endorsed or
         with duly executed instruments of transfer, to the Agent or its
         designee.

               (iv) The Seller and the Servicer authorize the Agent to take any
         and all steps in the Seller's or the Servicer's name and on behalf of
         the Seller that are necessary or desirable, in the determination of the
         Agent, to collect amounts due under the Pool Receivables, including,
         without limitation, endorsing the Seller's or the Servicer's name on
         checks and other instruments representing Collections of Pool
         Receivables and enforcing the Pool Receivables and the Related Security
         and related Contracts.

         SECTION 6.04.  Rights and Remedies.
                        -------------------

         (a) If the Seller or Servicer fails to perform any of its obligations
under this Agreement, including without limitation the obligations under Section
3.03, the Agent may (but shall not be required to) itself perform, or cause
performance of, such obligation; and the Agent's costs and expenses incurred in
connection therewith shall be payable jointly by the Seller and the Servicer.

                                       44

<PAGE>

         (b) The exercise by the Agent on behalf of the Investors and the Banks
of their rights under this Agreement shall not release the Servicer or the
Seller from any of their duties or obligations with respect to any Pool
Receivables or related Contracts. Neither the Agent, the Investors nor the Banks
shall have any obligation or liability with respect to any Pool Receivables or
related Contracts, nor shall any of them be obligated to perform the obligations
of any Originator or the Seller thereunder.

         (c) In the event of any conflict between the provisions of Article VI
of this Agreement and Article VI of the First-Tier Agreement, the provisions of
this Agreement shall control.

         SECTION 6.05.  Covenants of the Servicer.
                        -------------------------

         (a) Audits. The Servicer will, from time to time during regular
business hours as requested by the Agent, permit and shall cause FMCW to permit,
the Agent or its agents or representatives (including independent public
accountants which may be the Servicer's independent public accountants), (i) to
conduct periodic audits of the Receivables, the Related Security and the related
books and records and collections systems of the Servicer and FMCW, (ii) to
examine and make copies of and abstracts from all books, records and documents
(including, without limitation, computer tapes and disks) in the possession or
under the control of the Servicer and FMCW (including those located at off-site
data processing or storage facilities) relating to Pool Receivables and the
Related Security, including, without limitation, the Contracts, and (iii) to
visit the offices and properties of the Servicer and FMCW for the purposes of
examining such materials described in clause (ii) above, and to discuss matters
relating to Pool Receivables and the Related Security or the Servicer's
performance hereunder with any of the officers or employees of the Servicer
having knowledge of such matters; provided, however, that such periodic audits
shall be limited to two (2) per calendar year unless an Audit Deficiency has
occurred or unless a Designated Event or an Event of Termination or Incipient
Event of Termination has occurred in such calendar year. In addition, upon the
Agent's request at least once per year, the Servicer (if other than FMC) will,
at its expense, appoint independent public accountants (which may, with the
consent of the Agent, be the Servicer's regular independent public accountants),
or utilize the Agent's representatives or auditors, to prepare and deliver to
the Agent a written report with respect to the Receivables and the Credit and
Collection Policy (including, in each case, the systems, procedures and records
relating thereto) on a scope and in a form reasonably requested by the Agent.

         (b) Change in Business or Credit and Collection Policy. Without the
prior written consent of the Agent, the Servicer will not make any change in the
Credit and Collection Policy to the extent that such change could impair the
collectibility of the Pool Receivables or could otherwise give rise to a
Material Adverse Effect.

         (c) Change in Payment Instructions to Obligors. Subject only to Section
3.03 the Servicer will not add or terminate any bank as a Deposit Bank, make any
changes in its Lock-Boxes or Deposit Accounts from those listed in Schedule III
to this Agreement, or make any change in its instructions to obligors regarding
payments to be made to any Lock-Box or Deposit Account in any
case unless the Agent shall have received written notice of such addition,
termination or change at least fifty-seven (57) days prior to the effective date
of such addition,

                                       45

<PAGE>

termination or change (the "Control Modification Date") and the Agent shall have
received at least thirty (30) days prior to the Control Modification Date, the
following: a revised Schedule III, a Deposit Agreement executed by each new
Deposit Bank or an existing Deposit Bank with respect to each new Lock-Box or
Deposit Account, as applicable and by the Agent and FMC or the Seller, as
applicable, and a certificate of an officer of FMC certifying that (A) all of
the accounts listed on the revised Schedule III are in existence and all of the
information contained therein is correct as of the date of such certificate, and
(B) in the case of a termination or change of a Lock-Box or Deposit Account, the
Obligors who were depositing payments to such accounts have been directed to
deposit payments on and after the Control Modification Date to either an
existing Lock-Box or Deposit Account or a new Lock-Box or Deposit Account, in
either case as identified on the revised Schedule III.

         (d)   Collections.

               (i) In the event that the Servicer receives any Collections, the
         Servicer agrees to hold any such Collections in trust and to mail such
         Collections to a Lock-Box or deposit such Collections to the
         appropriate Deposit Account as soon as practicable, but in no event
         later than two (2) Business Days after receipt thereof.

               (ii) In the event that any Affiliate of the Servicer receives any
         Collections, the Servicer agrees to cause such Affiliate to hold all
         such Collections in trust and to cause such Affiliate to mail such
         Collections to a Lock-Box or deposit Such Collections to the
         appropriate Deposit Account as soon as practicable, but in no event
         later than two (2) Business Days after receipt thereof.

         (e) Deposits to Deposit Accounts. Prior to the occurrence of a Special
Event, the Servicer shall deposit or cause to be deposited all Collections of
Pool Receivables into the FMC Deposit Accounts. After the occurrence of a
Special Event and prior to instructing the Obligors to remit all Collections to
a Seller Deposit Account following the occurrence of an Event of Termination or
a Designated Event, the Servicer shall deposit or cause to be deposited all
Collections of Pool Receivables into the FMC Deposit Accounts and shall cause
such amounts to be promptly (and in any event within one (1) Business Day after
receipt) remitted to a Seller Deposit Account. After instructing the Obligors to
remit all Collections to a Seller Deposit Account following the occurrence of an
Event of Termination or a Designated Event the Servicer shall deposit or cause
to be deposited all Collections of Pool Receivables into the Seller Deposit
Accounts. The Servicer shall not deposit or otherwise credit, or cause or permit
to be so deposited or credited, to any Deposit Account cash or cash proceeds
other than Collections of Pool Receivables; provided, however, that prior to the
occurrence of a Special Event Collections in respect of Foreign Receivables may
be remitted to the FMC Deposit Account.

         (f)   Performance and Compliance with Contracts and Credit and
Collection Policy. The Servicer will, at its expense, timely and fully perform
and comply with all material provisions, covenants and other promises required
to be observed by it under the Contracts related to the Pool Receivables, and
timely and fully comply in all material respects with the Credit and Collection
Policy in regard to each Pool Receivable and the related Contract.

                                       46

<PAGE>

         (g) Sales, Liens, Etc. The Servicer will not sell, assign (by operation
of law or otherwise) or otherwise dispose of, or create or suffer to exist any
Adverse Claim upon or with respect to any Pool Receivable, Related Security,
related Contract or Collections, or upon or with respect to any account to which
any Collections of any Pool Receivable are sent, or assign any right to receive
income in respect thereof.

         (h) Extension or Amendment of Receivables. Except as provided in
Section 6.02(c), the Servicer will not extend, amend or otherwise modify the
terms of any Pool Receivable, or amend, modify or waive any term or condition of
any Contract related thereto.

         SECTION 6.06.  Indemnities by the Servicer.
                        ---------------------------

         Without limiting any other rights that the Agent, the Investors, the
Banks or any of their respective Affiliates and each of their respective
directors, partners, officers, employees and agents (each, a "Special
Indemnified Party") may have hereunder or under applicable law, and in
consideration of its appointment as Servicer, the Servicer hereby agrees to
indemnify each Special Indemnified Party from and against any and all claims,
losses and liabilities (including reasonable attorneys' fees and expenses) (all
of the foregoing being collectively referred to as "Special Indemnified
Amounts") arising out of or resulting from any of the following (excluding,
however, Special Indemnified Amounts to the extent resulting from gross
negligence or willful misconduct on the part of such Special Indemnified Party.

               (i) any representation or warranty (including without limitation
         clauses (i), (j), (k) and (w) of Section 4.01) or statement made or
         deemed made by the Servicer under or in connection with any Program
         Document which shall have been incorrect when made or delivered; or the
         characterization in any Investor Report of any Receivable as an
         Eligible Receivable which is not an Eligible Receivable as of the date
         of such Investor Report;

               (ii) the failure by the Servicer to comply with any applicable
         law, rule or regulation with respect to any Pool Receivable or
         Contract; or the failure of any Pool Receivable or Contract to conform
         to any such applicable law, rule or regulation;

               (iii) the failure to have filed, or any delay in filing,
         financing statements or other similar instruments or documents under
         the UCC of any applicable jurisdiction or other applicable laws with
         respect to any Receivables in, or purporting to be in, the Receivables
         Pool, the Contracts and the Related Security and Collections in respect
         thereof, whether at the time of any purchase or reinvestment or at any
         subsequent time;

               (iv)     any failure of the Servicer to perform its duties or
         obligations in accordance with the provisions of any Program Document;

               (v)      the commingling of Collections of Pool Receivables at
         any time with other funds;

                                       47

<PAGE>

               (vi)     any action or omission by the Servicer reducing or
         impairing the rights of any Investor or any Bank with respect to any
         Pool Receivable or the value of any Pool Receivable;

               (vii) any Servicer Fees or other costs and expenses payable to
         any replacement Servicer, to the extent in excess of the Servicer Fees
         payable to the Servicer hereunder;

               (viii) any claim brought by any Person other than a Special
         Indemnified Party arising from any activity by the Servicer or its
         Affiliates in Servicing, administering or collecting any Receivable; or

               (ix)     the failure of the Servicer's computer applications to
         resolve the Year 2000 Problem.

                                   ARTICLE VII

                              EVENTS OF TERMINATION

         SECTION 7.01.  Events of Termination.
                        ---------------------

         If any of the following events ("Events of Termination") shall occur
and be continuing:

         (a) the Seller or any Originator (as Servicer or otherwise) shall fail
to make when due any payment or deposit to be made by it under this Agreement or
any other Program Document, and such failure shall remain unremedied for one (1)
Business Day, or

         (b) the Seller or any Originator (as Servicer or otherwise) shall fail
to perform or observe in any material respect any other term, covenant or
agreement under this Agreement or any other Program Document and such failure
shall remain unremedied for fifteen (15) Business Days after notice shall have
been given to such breaching party or such breaching party has knowledge of such
failure; or

         (c) the Servicer shall fail to transfer to the Agent when requested any
rights pursuant to this Agreement which the Servicer then has as Servicer or to
make any payment required under Section 2.04 and such failure shall continue for
two (2) Business Days; or

         (d) any representation or warranty made or deemed made by the Seller or
any Originator (as Servicer or otherwise) (or any of its officers) under or in
connection with any Program Document or any information or report delivered by
pursuant to this Agreement shall prove to have been incorrect or untrue in any
material respect when made or deemed made or delivered; provided, however, that
if (i) any such representation is capable of being cured within fifteen (15)
days after the date such representation was originally breached, and such
cure is diligently being pursued by the Seller or such Originator, as the case
may be, and (ii) the breach of such representation does not give rise to a
reasonable possibility of a Material Adverse Effect,

                                       48

<PAGE>

such breach will not constitute an Event of Termination unless such breach is
continuing on the fifteenth (15th) day after the date such representation was
originally breached; or

         (e) the Seller, any Originator or any of their respective Affiliates
shall fail to pay any principal of or premium or interest on any of its Debt
which is outstanding in a principal amount of at least $50,000,000 in the
aggregate when the same becomes due and payable (whether by scheduled maturity,
required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period and not waived, if any, specified in
the agreement or instrument relating to such Debt; or any other event shall
occur or condition shall exist under any agreement or instrument relating to any
such Debt and shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect of such event or
condition is to accelerate, or to permit the acceleration of, the maturity of
such Debt; or any such Debt shall be declared to be due and payable, or required
to be prepaid (other than by a regularly scheduled required prepayment),
redeemed, purchased or defeased, or an offer to repay, redeem, purchase or
defease such Debt shall be required to be made, in each case prior to the stated
maturity thereof; or

         (f) any purchase or any reinvestment pursuant to this Agreement shall
for any reason (other than pursuant to the terms hereof) cease to create, or any
Receivable Interest shall for any reason cease to be, a valid and perfected
first priority undivided percentage ownership interest to the extent of the
pertinent Receivable Interest in each applicable Pool Receivable and the Related
Security and Collections with respect thereto; or

         (g) the Seller, any Originator or any of their respective Affiliates
shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted
by or against the Seller, any Originator or any of their respective Affiliates
seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation,
winding up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under any law relating to bankruptcy, insolvency
or reorganization or relief of debtors, or seeking the entry of an order for
relief or the appointment of a receiver, trustee, custodian or other similar
official for it or for any substantial part of its property and, in the case of
any such proceeding instituted against it (but not instituted by it), either
such proceeding shall remain undismissed or unstayed for a period of sixty (60)
days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Seller, any Originator or
any of their respective Affiliates shall take any corporate action to authorize
any of the actions set forth above in this subsection (g); or

         (h)   as of the last day of any calendar month, the average of the
Default Ratio determined as of such last day, and as of the last day of each of
the immediately preceding two calendar months shall exceed 5.5%; or

         (i) as of the last day of any calendar month, the average Delinquency
Ratio determined as of such last day, and as of the last day of the immediately
preceding two (2) calendar months shall exceed 6.0%; or

                                       49

<PAGE>

         (j) as of the last day of any calendar month, the average
Loss-to-Liquidation Ratio determined as of such last day, and as of the last day
of each of the immediately preceding two (2) calendar months shall exceed 1.0%;
or

         (k)   the sum of the Receivable Interests shall be greater than the
Specified Percentage for a period of five (5) consecutive Business Days; or

         (l)   FMC shall cease to directly own all of the outstanding capital
stock of the Seller; or

         (m) an "Event of Termination" as defined in the First-Tier Agreement
shall have occurred and be continuing or the First-Tier Agreement or the
Undertaking shall cease to be in full force and effect; or

         (n) any material provision of any Program Documents shall for any
reason cease to be the legal, valid and binding obligation of the Seller or any
Originator (as Servicer or otherwise) or any such party shall so assert in
writing; or

         (o)   FMC shall cease to have at least the Required Tier-2 Ratings;

then, and in any such event, any or all of the following actions may be taken by
notice to the Seller: (x) the Agent may declare the Facility Termination Date to
have occurred (in which case the Facility Termination Date shall be deemed to
have occurred), (y) the Agent may declare the Commitment Termination Date to
have occurred (in which case the Commitment Termination Date shall be deemed to
have occurred), and (z) without limiting any right under this Agreement to
replace the Servicer, the Agent may designate another Person to succeed FMC as
the Servicer; provided, that, automatically upon the occurrence of any event
(without any requirement for the passage of time or the giving of notice)
described in paragraph (g) of this Section 7.01, the Facility Termination Date
and the Commitment Termination Date shall occur, FMC (if it is then serving as
the Servicer) shall cease to be the Servicer, and the Agent or its designee
shall become the Servicer. Upon any such declaration or designation or upon such
automatic termination, the Investors, the Banks and the Agent shall have, in
addition to the rights and remedies which they may have under the Program
Documents, all other rights and remedies provided after default under the UCC
and under other applicable law, which rights and remedies shall be cumulative.

                                  ARTICLE VIII

                                    THE AGENT

         SECTION 8.01.  Authorization and Action.
                        ------------------------

         Each Investor and each Bank hereby appoints and authorizes the Agent to
take such action as agent on its behalf and to exercise such powers under the
Program Documents as are delegated to the Agent by the terms hereof, together
with such powers as are reasonably incidental thereto.

                                       50

<PAGE>

         SECTION 8.02.  Agent's Reliance, Etc.
                        -----------------------

         Neither the Agent nor any of its directors, officers, agents or
employees shall be liable for any action taken or omitted to be taken by it or
them as Agent under or in connection with any Program Document (including,
without limitation, the Agent's servicing, administering or collecting Pool
Receivables as Servicer), except for its or their own gross negligence or
willful misconduct. Without limiting the generality of the foregoing, the Agent:
(a) may consult with legal counsel (including counsel for the Seller or any
Originator), independent certified public accountants and other experts selected
by it and shall not be liable for any action taken or omitted to be taken in
good faith by it in accordance with the advice of such counsel, accountants or
experts; (b) makes no warranty or representation to any Investor or Bank
(whether written or oral) and shall not be responsible to any Investor or Bank
for any statements, warranties or representations (whether written or oral) made
in or in connection with this Agreement or any other Program Document; (c) shall
not have any duty to ascertain or to inquire as to the performance or observance
of any of the terms, covenants or conditions of any Program Document on the part
of the Seller or any Originator (as Servicer or otherwise) or to inspect the
property (including the books and records) of the Seller or any Originator (as
Servicer or otherwise); (d) shall not be responsible to any Investor or Bank for
the due execution, legality, validity, enforceability, genuineness, sufficiency
or value of this Agreement or any other Program Document; and (e) shall incur no
liability under or in respect of this Agreement or any other Program Document by
acting upon any notice (including notice by telephone), consent, certificate or
other instrument or writing (which may be by telecopier or telex) believed by it
to be genuine and signed or sent by the proper party or parties.

         SECTION 8.03.  CNAI and Affiliates.
                        -------------------

         The obligation of Citibank, N.A. to purchase Receivable Interests under
this Agreement may be satisfied by CNAI or any of its Affiliates. With respect
to any Receivable Interest or interest therein owned by it, CNAI shall have the
same rights and powers under this agreement as any Bank and may exercise the
same as though it were not the Agent. CNAI and any of its Affiliates may
generally engage in any kind of business with the Seller, any Originator or any
Obligor, any of their respective Affiliates and any Person who may do business
with or own securities of the Seller, any Originator or any Obligor or any of
their respective Affiliates, all as if CNAI were not the Agent and without any
duty to account therefor to the Investors or the Banks.

                                   ARTICLE IX

                                 INDEMNIFICATION

         SECTION 9.01.  Indemnities by the Seller.
                        -------------------------
         Without limiting any other rights that the Agent, the Investors, the
Banks or any of their respective Affiliates and each of their respective
directors, partners, officers, employees and agents (each, an "Indemnified
Party") may have hereunder or under applicable law, the Seller hereby agrees to
indemnify each Indemnified Party from and against any and all claims,

                                       51

<PAGE>

losses and liabilities, other than taxes on the overall net income of an
Indemnified Party and franchise taxes imposed on an Indemnified Party by any
taxing authority in any jurisdiction which asserts jurisdiction to impose such
taxes on the basis of the contacts which such Indemnified Party maintains with
such jurisdiction other than the contacts arising from the execution,
performance and delivery of, or receipt of payments under, this Agreement or any
other Program Document, (including reasonable attorneys' fees) (all of the
foregoing being collectively referred to as "Indemnified Amounts") arising out
of or resulting from this Agreement, any other Program Document, the
transactions contemplated thereby or the use of proceeds of purchases or
reinvestments or the ownership of Receivable Interests or in respect of any
Receivable or any Contract, excluding, however, Indemnified Amounts to the
extent resulting from gross negligence or willful misconduct on the part of such
Indemnified Party. Without limiting or being limited by the foregoing, the
Seller shall pay on demand to each Indemnified Party any and all amounts
necessary to indemnify such Indemnified Party from and against any and all
Indemnified Amounts relating to or resulting from any of the following:

               (i) the creation of an undivided percentage ownership interest in
         any Pool Receivable that is not at the date of any creation of such
         interest an Eligible Receivable or which thereafter ceases to be an
         Eligible Receivable;

               (ii) any representation or warranty or statement made or deemed
         made by the Seller (or any of its officers) under or in connection with
         any Program Document which shall have been incorrect in any material
         respect when made;

               (iii) the failure by the Seller or any of its Affiliates or any
         Originator (as Servicer or otherwise) to comply with any applicable
         law, rule or regulation with respect to any Pool Receivable or the
         related Contract; or the failure of any Pool Receivable or the related
         Contract to conform to any such applicable law, rule or regulation;

               (iv) the failure to vest in the Investors or the Banks, as the
         case may be, a perfected undivided percentage ownership interest, to
         the extent of each Receivable Interest, in the Receivables in, or
         purporting to be in, the Receivables Pool and the Related Security and
         Collections in respect thereof, free and clear of any Adverse Claim;

               (v) the failure to have filed, or any delay in filing, financing
         statements or other similar instruments or documents under the UCC of
         any applicable jurisdiction or other applicable laws with respect to
         any Receivables in, or purporting to be in, the Receivables Pool and
         the Related Security and Collections in respect thereof, whether at the
         time of any purchase or reinvestment or at any subsequent time;

               (vi) any dispute, claim, offset or defense (other than discharge
         in bankruptcy of the Obligor) of the Obligor to the payment of any
         Receivable in, or purporting to be in, the Receivables Pool (including,
         without limitation, a defense based on such Receivable or the related
         Contract not being a legal, valid and binding obligation of such
         Obligor enforceable against it in accordance with its terms), or any
         other claim resulting from the sale of the merchandise or services
         related to such Receivable or

                                       52

<PAGE>

         the furnishing or failure to furnish such merchandise or services or
         relating to collection activities with respect to such Receivable;

               (vii) any failure of the Seller to perform its duties or
         obligations in accordance with the provisions of the Program Documents
         or to perform its duties or obligations under the Contracts;

               (viii) any products liability or other claim arising out of or in
         connection with merchandise, insurance or services which are the
         subject of any Contract;

               (ix)     the commingling of Collections of Pool Receivables at
         any time with other funds;

               (x) any investigation, litigation or proceeding related to any
         Program Document or the use of proceeds of purchases or reinvestments
         or the ownership of Receivable Interests or in respect of any
         Receivable or Related Security or Contract;

               (xi)     any failure of the Seller to comply with its covenants
         contained in this Agreement;

               (xii) any claim brought by any Person other than an Indemnified
         Party arising from any activity by the Seller in servicing,
         administering or collecting any Receivable;

               (xiii)   any Event of Termination or a Designated Event;

               (xiv) any inability to litigate any claim against any Obligor in
         respect of any Receivable as a result of such Obligor being immune from
         civil and commercial law and suit on the grounds of sovereignty or
         otherwise from any legal action, suit or proceeding;

               (xv)     any Pool Receivable becoming a Diluted Receivable;

               (xvi) any failure of funds or revenues to be set aside or
         otherwise appropriated for payment of any Receivable the Obligor of
         which is a government or a governmental subdivision or agency; or

               (xvii) the application of assignment of claims or similar laws to
         any Receivable the Obligor of which is a government or a governmental
         subdivision or agency.

                                       53

<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

         SECTION 10.01. Amendments, Etc.
                        -----------------

         No amendment or waiver of any provision of this Agreement or consent to
any departure by the Seller therefrom shall be effective unless in a writing
signed by the Agent, as agent for the Investors and the Banks (and, in the case
of any amendment, also signed by the Seller), and then such amendment, waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no amendment, waiver or consent
shall, unless in writing and signed by the Servicer in addition to the Agent,
affect the rights or duties of the Servicer under this Agreement. No failure on
the part of the Investors, the Banks or the Agent 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 preclude any other or further
exercise thereof or the exercise of any other right.

         SECTION 10.02. Notices, Etc.
                        ---------------

         All notices and other communications hereunder shall, unless otherwise
stated herein, be in writing (which shall include facsimile communication) and
faxed or delivered, to each party hereto, at its address set forth under its
name on the signature pages hereof or at such other address as shall be
designated by such party in a written notice to the other parties hereto.
Notices and communications by facsimile shall be effective when sent (and shall
be followed by hard copy sent by regular mail), and notices and communications
sent by other means shall be effective when received.

         SECTION 10.03. Assignability.
                        -------------

         (a) This Agreement and the Investors' rights and obligations herein
(including ownership of each Receivable Interest) shall be assignable by the
Investors and their successors and assigns; provided, however, that unless a
Designated Event or an Event of Termination or an Incipient Event of Termination
is continuing the Investor shall not without the prior written consent of the
Seller assign its rights or obligations to any Person other than to an Eligible
SPE of the Agent or pursuant to the Asset Purchase Agreement. Each assignor of a
Receivable Interest or any interest therein shall notify the Agent and the
Seller of any such assignment. Subject to Section 10.06, each assignor of a
Receivable Interest or any interest therein may, in connection with the
assignment or participation, disclose to the assignee or participant any
information relating to the Seller or the Originators, including the
Receivables, furnished to such assignor by or on behalf of the Seller or by the
Agent.

         (b) Each Bank may, with the consent of the Seller (which consent shall
not be unreasonably withheld or delayed) assign to any Eligible Assignee or to
any other Bank all or a portion of its rights and obligations under this
Agreement (including, without limitation, all or a portion of its Bank
Commitment and any Receivable Interests or interests therein owned by it);
provided, however, that the Seller consent shall not be required if a Designated
Event, an Incipient Event of Termination or an Event of Termination is
continuing at the time of such

                                       54

<PAGE>

assignment or if such assignee is then an existing Bank hereunder. The parties
to each such assignment shall execute and deliver to the Agent an Assignment and
Acceptance. In addition, Citibank, N.A. or any of its Affiliates may assign any
of its rights (including, without limitation, rights to payment of Capital and
Yield) under this Agreement to any Federal Reserve Bank without notice to or
consent of the Seller or the Agent.

         (c) This Agreement and the rights and obligations of the Agent herein
shall be assignable by the Agent and its successors and assigns.

         (d) The Seller may not assign its rights or obligations hereunder or
any interest herein without the prior written consent of the Agent.

         SECTION 10.04. Costs, Expenses and Taxes.
                        -------------------------

         (a) In addition to the rights of indemnification granted under Section
9.01 hereof, the Seller agrees to pay on demand all costs and expenses in
connection with the preparation, execution, delivery and administration
(including periodic auditing and other activities contemplated in Section
5.01(g)) of this Agreement or any other Program Document, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Agent, CNAI, CIESCO, Citibank, N.A. and their respective Affiliates, partners,
shareholders and directors with respect thereto and with respect to advising the
Agent, CNAI, CIESCO, Citibank, N.A. and their respective Affiliates as to their
rights and remedies under this Agreement, and all costs and expenses, if any
(including reasonable counsel fees and expenses), of the Agent, CNAI, the
Investors, the Banks and their respective Affiliates, in connection with the
enforcement of this Agreement and the other documents and agreements to be
delivered hereunder.

         (b) In addition, the Seller shall in connection the transactions
contemplated by the Program Documents pay on demand all costs and expenses of
the rating agencies' rating CIESCO's debt securities.

         (c) The Seller shall pay any present or future sales, stamp,
documentary, excise, property or similar taxes, charges or levies that arise
from any payments made hereunder or deposit from Collections hereunder or from
the execution, delivery or registration of, performing under, or otherwise with
respect to, this Agreement or the other Program Documents (hereinafter referred
to as "Taxes").

         (d) The Seller shall indemnify the Agent, each Investor and each Bank
for and hold it harmless against the full amount of Taxes imposed on or paid by
the Agent, such Investor or such Bank and any liability (including penalties,
additions to tax, interest and expenses) arising therefrom or with respect
thereto whether or not such Taxes or other Taxes were correctly or legally
asserted. This indemnification shall be made promptly upon the Agent, such
Investor or such Bank making a written demand therefor (with a copy to the
Agent).

         SECTION 10.05. No Proceedings.
                        --------------

         Each of the Seller, the Servicer, the Agent, each Investor, each Bank,
each assignee of a Receivable Interest or any interest therein and each entity
which enters into a commitment to purchase Receivable Interests or interests
therein hereby agrees that it will not

                                       55

<PAGE>

institute against any proceeding of the type referred to in Section 7.01(g) so
long as any promissory notes or other senior indebtedness issued by CIESCO shall
be outstanding or there shall not have elapsed one (1) year plus one (1) day
since the last day on which any such promissory notes or other senior
indebtedness shall have been outstanding.

         SECTION 10.06. Confidentiality.
                        ---------------

         (a) The Seller and FMC agree that it shall and shall cause FMCW and
each of its other Affiliates (i) to keep this Agreement and the other Program
Documents, the proposal relating to the structure of the facility contemplated
by this Agreement and the other Program Documents (the "Facility"), any
analyses, computer models, information or document prepared by the Agent,
Citibank, N.A. or any of their respective Affiliates in connection with the
Facility, the Agent's or its Affiliate's written reports to the Seller, the
Originators or any of their respective Affiliates and any related written
information (collectively, the "Product Information") confidential and to
disclose Product Information only to those of its officers, employees, agents,
accountants, legal counsel and other representatives (collectively, the "Company
Representatives") who have a need to know such Product Information for the
purpose of obtaining any necessary consents or approvals (including internal
approval) and for the purpose of assisting in the negotiation, completion and
administration of the Facility or for any legitimate business purpose in
connection therewith (the "Approved Purposes"); (ii) to use the Product
Information only in connection with Approved Purposes and not for any other
purpose; and (iii) to cause the Company Representatives to comply with the
provisions of this Section 9.09 and to be responsible for any failure of any
Company Representative to so comply.

         The provisions of this Section 10.06(a) shall not apply to any Product
Information that is a matter of general public knowledge or that has heretofore
been made available to the public by any Person other than the Seller, any
Originator, FMC, any of their respective Affiliates or any Company
Representative or that is required to be disclosed by applicable law or is
requested by any governmental or regulatory authority with jurisdiction over the
Seller, the Originators or any of their respective Affiliates.

         (b) The Agent, the Investors and the Banks agree (i) to keep all
non-public information with respect to the Seller, the Originators and their
respective Affiliates which they receive pursuant to the Program Documents
(collectively, the "Company Information") confidential and to disclose Company
Information only to those of its officers, employees, agents, accountants, legal
counsel and other representatives of the Agent, the Investors and the Banks
(collectively, the "Investor Representatives") and to S&P, and Moody's which, in
each case, may have a need to know or review such Company Information for the
purpose of assisting in the negotiation, completion, administration and
evaluation of the Facility and for any other Approved Purpose; (ii) to use the
Company Information only in connection with the Approved Purposes and not for
any other purpose; and (iii) to cause its related Investor Representatives to
comply with the provisions of this Section 10.06(b).

         The provisions of this Section 10.06(b) shall not apply to any Company
Information that is a matter of general public knowledge or that has heretofore
been made available to the public by any Person other than such Investor
Representative or that is required to be disclosed by applicable law or is
requested by any governmental authority with jurisdiction

                                       56

<PAGE>

over any the Agent, any Investor or any Bank or any Investor Representative or
any of their respective Affiliates.

         Notwithstanding the foregoing, the Company Information may be disclosed
by the Agent, the Investor the Banks and any Investor Entity to permitted
assignees and participants and potential assignees and participants in the
Facility to the extent such assignees or participants agree to be bound by this
Section 10.06(b).

         SECTION 10.07. Security Interest.
                        -----------------

         As collateral security for the performance by the Seller of all the
terms, covenants and agreements on the part of the Seller to be performed under
this Agreement and other Program Documents including the punctual payment when
due of all obligations of the Seller hereunder and thereunder, whether for
indemnification payments, fees, expenses, or otherwise, the Seller hereby
assigns to the Agent for its benefit and the ratable benefit of the Investors,
and hereby grants to the Agent for its benefit and the ratable benefit of the
Investors, a security interest in, all of the Seller's right, title and interest
in and to (A) the First-Tier Agreement, including, without limitation, (i) all
rights of the Seller to receive monies due or to become due under or pursuant to
the First-Tier Agreement, (ii) all security interests and property subject
thereto from time to time purporting to secure payment of monies due or to
become due under or pursuant to the First-Tier Agreement, (iii) all rights of
the Seller to receive proceeds of any insurance, indemnity, warranty or guaranty
with respect to the First-Tier Agreement, (iv) claims of the Seller for damages
arising out of or for breach of or default under the First-Tier Agreement, and
(v) the right of the Seller to compel performance and otherwise exercise all
remedies thereunder, (B) all Receivables, the Related Security with respect
thereto and the Collections and all other assets, including, without limitation,
accounts, chattel paper, instruments and general intangibles (as those terms are
defined in the UCC) owned by the Seller and not otherwise purchased or scheduled
to be purchased under this Agreement, and (C) to the extent not included in the
foregoing, all proceeds of any and all of the foregoing.

         SECTION 10.08. Intent of Agreement.
                        -------------------

         (a) It is the intention of the parties to this Agreement that each
purchase and reinvestment of an interest in Pool Receivables and the Related
Security hereunder shall convey to the Investors and the Banks, as the case may
be, an undivided ownership interest in such Pool Receivables and Related
Security and the Collections in respect thereto to the extent of the Receivable
Interest and that such transactions shall constitute a True Sale and not a
secured loan. If, notwithstanding such intention, any conveyance of any interest
in any Pool Receivable, Related Security or the Collections with respect thereto
hereunder shall ever be recharacterized as a secured loan and not a sale, it is
the intention of this Agreement that this Agreement shall constitute a security
agreement under applicable law, and that the Seller shall be deemed to have
granted to the Agent, on behalf of the Investors and the Bank, a duly perfected
first priority security interest in the Receivable Interest and the Collections
in respect thereto free and clear of any Adverse Claim.

         (b) It is the intent of the parties to this Agreement that, for
federal, state and local income and franchise tax purposes, the sale of the
Receivable Interests to the Investors and

                                       57

<PAGE>

the Bank will be indebtedness of the Seller, and the Seller and the Investors
and the Banks, by entering into this Agreement, agree to treat all transfers of
an interest in Receivables and the Related Security pursuant to this Agreement
for federal, state and local income and franchise tax purposes, as indebtedness
of the Seller.

         SECTION 10.09. Governing Law.
                        -------------

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK.

         SECTION 10.10. Execution in Counterparts.
                        -------------------------

         This Agreement may be executed in any number of counterparts, each of
which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same agreement.

         SECTION 10.11. Survival of Termination.
                        -----------------------

         The provisions of Sections 2.08, 2.09, 6.06, 9.01, 10.04, 10.05 and
10.06 shall survive any termination of this Agreement.

         SECTION 10.12. FMCW Effective Date. Prior to the FMCW Effective Date
(i) all references to an "Originator" or the "Originators" set for in the this
Agreement or the Undertaking and all references to a "Seller" or the "Sellers"
set forth in the First-Tier Agreement shall be deemed to refer only to FMC and
all references to the Receivables shall (other than in Section 3.02(b)) be
deemed to only refer to the Receivables originated by FMC. From and after the
FMCW Effective Date (i) FMCW shall be deemed to be a party to the First-Tier
Agreement, (ii) all references to an "Originator" or the "Originators" set forth
in this Agreement and the Undertaking and all references to a "Seller" or the
"Sellers" set forth in the First-Tier Agreement shall be deemed to also refer to
FMCW as applicable, and (iii) all references to the Receivables shall be deemed
to also include the Receivables originated by FMC.

                                       58

<PAGE>

         IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.

SELLER:                                FMC FUNDING CORPORATION


                                       By:         /s/ S. K. Kushner
                                            ------------------------------------
                                       Name:           S. K. Kushner
                                       Title:          President

                                       c/o FMC Corporation
                                       Address: 200 East Randolph Drive
                                                Chicago, Illinois 60602

                                       Attention:      D. N. Schuchardt
                                       Telephone No.   312/861-6143
                                       Facsimile No.:  312/861-5797


SERVICER:                              FMC CORPORATION


                                       By:        /s/  S. K. Kushner
                                            ------------------------------------
                                       Name:           S. K. Kushner
                                       Title:          VP & Treasurer

                                       Address: 200 East Randolph Drive
                                                Chicago, Illinois 60601

                                       Attention:      D. N. Schuchardt
                                       Telephone No.   312/861-6143
                                       Facsimile No.:  312/861-5797

CIESCO:                                CIESCO, L.P.

                                       By: CITICORP NORTH AMERICA, INC.


                                       By:        /s/  Illegible
                                            ------------------------------------
                                            Attorney-in-Fact
                                       450 Mamaroneck Avenue
                                       Harrison, N.Y. 10528
                                       Attention: U.S. Securitization
                                       Telephone No. (914) 899-7122
                                       Facsimile No. (914) 899-7890




<PAGE>



AGENT:                                 CITICORP NORTH AMERICA, INC.,
                                       as Agent

                                       By       /s/ Lain J. Gutierrez
                                            ------------------------------------
                                       Name:        Lain J. Gutierrez
                                       Title:       Vice President

                                       450 Mamaroneck Avenue
                                       Harrison, N.Y. 10528
                                       Attention: U.S. Securitization
                                       Telephone No. (914) 899-7122
                                       Facsimile No. (914)899-7890


BANK:                                  CITIBANK, N.A.


                                       By:      /s/ Lain J. Gutierrez
                                            ------------------------------------
                                            Attorney-in-Fact
                                            Percentage Interest: 100%

                                       450 Mamaroneck Avenue
                                       Harrison, N.Y. 10528
                                       Telephone No. (914) 899-7122
                                       Facsimile No. (914)899-7890




                                       60

<PAGE>
                                                                    Schedule III

                                 DEPOSIT BANKS,
                        DEPOSIT ACCOUNTS AND LOCK-BOXES

FMC CORPORATION
---------------

Deposit Bank                   Deposit Accounts               Lock-Box Numbers
------------                   ----------------               ----------------

Bank of America                12332-02822                     62242
                                                               42243
                                                               12452
                                                               52447

                               81885-00935                     91377
                                                               91334

                               1255-254772                     845736

                               87657-60851                     98201

                               81881-01021                     98165

                               6550105035
                               (ABA No. 026 009 593)

                               81888-10003
                               (ABA No. 071 000 039)

                               81880-10002
                               (ABA No. 071 000 039)

                               81886-10004
                               (ABA No. 071 000 039)

                               81884-10005
                               (ABA No. 071 999 039)

                               87657-60851
                               (ABA No. 071 000 039)

                               81880-01031
                               (ABA No. 071 000 039)

                               81881-01021
                               (ABA No. 071 000 039)

<PAGE>

First Union                     2000213788971                   4195
 National Bank                                                  2190
                                                                3600
                                                                3750
                                                                2445
                                                                1910

Firstar Bank                    827-777-4                       00164

Wachovia Bank                   3606-028949                     101505
                                                                75688
                                                                75103
                                                                101289

FMC FUNDING CORPORATION
-----------------------

   Bank of America              81888-11791
                                (ABA No. 071 000 039)

   First Union                  2000002921745
    National Bank               (ABA No. 053 000 219)

   Wachovia Bank                6267-077595
                                (ABA No. 053 100 494)

   Firstar Bank N.A.            821654936
                                (ABA No. 042 000 013)

<PAGE>

                                   Schedule IV

                                   Proceedings

On April 14, 1998, a jury returned a verdict against the FMC Corporation in an
action entitled USA ex rel Boisvert, Henry v. FMC Corporation (Docket Nos.
99-15084 and 99-15085) in the amount of $125.0 million in conjunction with
claims under the federal False Claims Act, in which Mr. Henry Boisvert filed and
ultimately took to trial allegations that the FMC Corporation had filed false
claims for payment in connection with its contract to provide Bradley Fighting
Vehicles to the Army between 1981 and 1996. Under law, portions of the jury
verdict were subject to doubling or trebling. On December 24, 1998, the U.S.
District Court for the Northern District of California entered judgment for Mr.
Boisvert in the amount of approximately $87 million. This was approximately $300
million less than the maximum judgment possible under a jury verdict at the
trial level. The reduction resulted from several rulings by the District Court
in favor of the FMC Corporation in the post-trial motions. The decision was
appealed by both parties to the U.S. Court of Appeals for the Ninth Circuit.
Cross-appeals are now pending. Both sides are asserting arguments on appeal, and
a number of those arguments, if successful, would alter or eliminate the amount
of existing judgment.

<PAGE>

                                                                      SCHEDULE V

List of Trade Names
-------------------

Airport Products Systemms Division
Agricultural Products Group
Alkili Chemicals Division
Active Oxidants Division
Food Ingredients Division
Pharmaceutical Division
Phosphorus Chemical Division
Peroxide Division
Jetway Systems Division
FMC Biopolymers
Hydrogen Peroxide Division


FMC Wyoming Corporation

<PAGE>

                                                                     EXHIBIT A-1



                          FORM OF FMC DEPOSIT AGREEMENT

                                                 [Date]


[Name and Address of Deposit Bank]


                                       Re: FMC Corporation
                                       Lock-Box No.
                                       Deposit Account No.

Ladies and Gentlemen:

         FMC Corporation (the "Assignor") hereby notifies you that in connection
with certain transactions involving the Assignor's accounts receivable, the
Assignor will transfer exclusive ownership, dominion and control of its lock-box
number ________ (the "Lock-Box") and the corresponding deposit account number
________ maintained with you (the "Deposit Account") to Citicorp North America,
Inc., as agent (the "Agent"). These transfers will become effective upon
delivery to you of the Lock-Box Notice (as defined below).

         In connection with the foregoing, the Assignor and the Agent hereby
instruct you, beginning on the date of your receipt of the Lock-Box Notice: (i)
to collect the monies, checks, instruments and other items of payment mailed to
the Lock-Box; (ii) to deposit into the Deposit Account all such monies, checks,
instruments and other items of payment (unless otherwise instructed by the
Agent); and (iii) to transfer all funds deposited and collected in the Deposit
Account pursuant to, and otherwise to comply with, instructions originated by
the Agent from time to time directing disposition of the funds in the Deposit
Account.

         You are hereby further instructed: (i) unless and until the Agent
notifies you to the contrary at any time upon or after your receipt of the
Lock-Box Notice, to make such transfers from the Deposit Account at such times
and in such manner as the Assignor, in its capacity as servicer for the Agent,
shall from time to time instruct to the extent such instructions are not
inconsistent with the instructions set forth herein, and (ii) to permit the
Assignor (in its capacity as servicer for the Agent) and the Agent to obtain
upon request any information relating to the Deposit Account, including, without
limitation, any information regarding the balance or activity of the Deposit
Account.

     The Assignor also hereby notifies you that, beginning on the date of your
receipt of the Lock-Box Notice and notwithstanding anything herein or elsewhere
to the contrary, the

                                       2


Agent, and not the Assignor, shall be irrevocably entitled to exercise any and
all rights in respect of or in connection with the Lock-Box and the Deposit
Account, including, without limitation, the right to direct disposition of the
funds in the Deposit Account without further consent by the Assignor. The Agent
acts as agent for persons having a continuing interest in all of the checks and
their proceeds and all monies and earnings, if any, thereon in the Deposit
Account, and you shall be the Agent's agent for the purpose of holding and
collecting such property. The monies, checks, instruments and other items of
payment mailed to the Lock-Box and the funds deposited into the Deposit Account
will not be subject to deduction, setoff, banker's lien, or any other right in
favor of any person other than the Agent (except that you may set off (i) all
amounts due to you in respect of your customary fees and expenses for the
routine maintenance and operation of the Deposit Account, and (ii) the face
amount of any checks which have been credited to the Deposit Account but are
subsequently returned unpaid because of uncollected or insufficient funds).

         If the balances in the Deposit Account are not sufficient to pay you
for any returned check, the Assignor agrees to pay you on demand the amount due
you. If the balances in the Deposit Account are not sufficient to compensate you
for any fees or charges due you in connection with this Agreement, the Assignor
agrees to pay you on demand the amount due you.

         This Agreement may not be terminated at any time by the Assignor
without the prior written consent of the Agent. You may terminate this Agreement
upon 60 days prior written notice to the Assignor and the Agent. Upon any
termination of this Agreement, (i) the Assignor, prior to delivery to you of the
Lock-Box Notice, or the Agent following the delivery to you of the Lock-Box
Notice, shall promptly arrange for payments received at the Lock-box or
otherwise in or for deposit to the Deposit Account to be forwarded to another
bank acceptable to the Agent and processed pursuant to an agreement acceptable
to the Agent, and (ii) you shall no longer be required to process payments, but
subject to payment in advance by the Assignor of your standard charges for such
service, for a period of 90 days following any termination of this Agreement and
for any successive 90 day periods mutually agreed upon by you and the Agent,
shall forward all payment then held by you and all mail thereafter received at
the Lock-Box to such address or account as Agent may direct.

         Neither this Agreement nor any provision hereof may be changed,
amended, modified or waived orally but only by an instrument in writing signed
by the Agent and the Assignor.

         You will not be liable to the Assignor or the Agent for any expense,
claim, loss, damage or cost ("Damages") arising out of or relating to your
performance under this Agreement other than those Damages which result from your
acts or omissions constituting negligence or willful misconduct, subject to the
limits in the following sentence. In no event will you be liable for any
special, indirect, consequential or exemplary damages or for lost profits.

     You will be excused from failing to act or delay in acting, and no such
failure or delay shall constitute a breach of this Agreement or otherwise give
rise to any liability of you, if such failure or delay is caused by
circumstances beyond your control, including but not limited,

                                       3

to legal constraint, action or inaction of governmental, civil or military
authority, fire, strike, lockout or other labor dispute, war, riot, theft,
flood, earthquake or other natural disaster, breakdown of public or private or
common carrier communications or transmission facilities, or act, negligence or
default of the Assignor or the Agent unless the same shall be caused by your
negligence or willful misconduct. You agree to give the Assignor and the Agent
prompt notice of any actual or anticipated failure or delay resulting from any
of the foregoing but any failure of you to give such notice shall not affect
your rights (or the limitation of its liability) hereunder.

         The Assignor shall indemnify you against, and hold you harmless from,
any and all liabilities, claims, costs, expenses and damages of any nature
(including but not limited to allocated costs of staff counsel, other reasonable
attorneys' fees and any fees and expenses incurred in enforcing this Agreement)
in any way arising out of or relating to disputes or legal actions concerning
this Agreement, the Lock-Box or any payment; provided, however, that this does
not apply to any cost or damage attributable to the gross negligence or
intentional misconduct of you. The Assignor's obligations under this paragraph
shall survive termination of this Agreement.

         You shall not assign or transfer your rights or obligations hereunder
(other than to the Agent) without the prior written consent of the Agent and the
Assignor. Subject to the preceding sentence, this Agreement shall be binding
upon each of the parties hereto and their respective successor and assigns, and
shall inure to the benefit of, and be enforceable by, the Agent, each of the
parties hereto and their respective successor and assigns.

         You hereby represent that the person signing this Agreement on your
behalf is duly authorized by you to so sign.

         You agree to give the Agent and the Assignor prompt notice if the
Lock-Box or the Deposit Account becomes subject to any writ, judgment, warrant
of attachment, execution or similar process.

         The Assignor agrees to pay to you, upon receipt of your invoice, all
costs, expenses and attorneys' fees (including allocated costs for in-house
legal services) incurred by you in connection with the preparation and
administration and enforcement of this Agreement (including any amendments) and
any instrument or agreement required hereunder, including but not limited to,
any such costs, expenses and fees arising out of the resolution of any conflict,
dispute, motion regarding entitlement to rights or rights of action, or other
action to enforce your rights in a case arising under Title 11, United States
Code.

         Any notice, demand or other communication required or permitted to be
given hereunder shall be in writing and may be personally served or sent by
telecopier or by courier service or by United States mail and shall be deemed to
have been delivered when delivered in person or by courier service or by
telecopier or three (3) Business Days after deposit in the United States mail
(registered or certified, with postage prepaid and properly addressed). For the
purposes hereof, (i) the addresses of the parties hereto shall be as set forth
below each party's

                                        4

<PAGE>

name below, or, as to each party, at such other address as may be designated by
such party in a written notice to the other party and the Agent and (ii) the
address of the Agent shall be 450 Mamaroneck Avenue, Harrison, New York 10528,
Attention: _________________, with a copy to Citicorp North America, Inc., 399
Park Avenue - 6th Floor, New York, New York 10043, Attention: _________________,
or at such other address as may be designated by the Agent in a written notice
to each of the parties hereto.

         This Agreement shall be governed be the laws of the State New York
(without giving effect to its conflicts of law rules).

         Please agree to the terms of, and acknowledge receipt of, this notice
by signing in the space provided below and please complete any information
missing below such space.

         The transfers of the ownership, dominion and control of the Lock-Box
and the Deposit Account, referred to in the first paragraph of this letter,
shall become effective upon delivery to you of a notice (the "Lock-Box Notice")
in substantially the form attached hereto as Annex A.

                                       Very truly yours,

                                       FMC CORPORATION

                                       By:________________________________
                                          Name:
                                          Title:

                                            [Address]
                                            Attention:____________________
                                            Telecopier No:

ACKNOWLEDGED AND AGREED:

[NAME OF DEPOSIT BANK]

By:________________________________
   Name:
   Title:
   Date:
   [Address]
   Attention:_______________________
   Telecopier No.:


                                        5

<PAGE>

                        ACKNOWLEDGMENT AND AUTHORIZATION

         Citicorp North America, Inc., as agent (the "Agent"), hereby
acknowledges the transfer of exclusive ownership, dominion and control of the
Lock-Box and the Deposit Account, in each case as defined in and pursuant to the
foregoing letter agreement (the "Lock-Box Agreement"), executed by FMC
Corporation (the "Assignor") and acknowledged by [Name of Deposit Bank] (the
"Bank"), which transfer shall be effective upon delivery to the Bank of the
Lock-Box Notice (as defined in the Deposit Agreement). Pursuant to the third
paragraph of the Deposit Agreement, the Agent hereby instructs the Bank,
beginning on the date of the Lock-Box Notice until the Agent notifies the Bank
to the contrary, to accept the directions of the Assignor, as servicer for the
Agent, as to the manner and timing of transfers from the Deposit Account.

                                       Very truly yours,

                                       CITICORP NORTH AMERICA, INC.,
                                         as Agent

                                       By:________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                      ANNEX A TO
                                                               DEPOSIT AGREEMENT


                                 LOCK-BOX NOTICE

                                                 Dated: ________, ____

[Name of Deposit Bank]
[Address]
Attention:

         Re: Lock-Box No.
             Deposit Account No.

Ladies and Gentlemen:

         We hereby give you notice that the transfer of the ownership, dominion
and control of the above-referenced Lock-Box and the Deposit Account, as
described in our letter agreement with you dated __________, ____, is effective
as of the date hereof. You are hereby instructed to comply immediately with the
instructions originated by Citicorp North America, Inc., as Agent, directing
disposition of the funds in such Deposit Account (without further consent by the
undersigned) and otherwise to comply with the instructions set forth in that
letter agreement.

                                       Very truly yours,

                                       FMC CORPORATION

                                       By:________________________________
                                          Name:
                                          Title:

ACKNOWLEDGED AND AGREED:

[NAME OF DEPOSIT BANK]

By:________________________________
   Name:
   Title:
   Date:

<PAGE>

                                                                     EXHIBIT A-2



                            FORM OF DEPOSIT AGREEMENT

                                                 [Date]


[Name and Address of Deposit Bank]




                           Re: FMC Funding Corporation

                               Lock-Box No.
                               Deposit Account No.

Ladies and Gentlemen:

         FMC Funding Corporation (the "Assignor") hereby notifies you that in
connection with certain transactions involving the Assignor's accounts
receivable, the Assignor will transfer exclusive ownership, dominion and control
of its lock-box number ________ (the "Lock Box") and the corresponding deposit
account number ________ maintained with you (the "Deposit Account") to Citicorp
North America, Inc., as agent (the "Agent"). These transfers will become
effective upon delivery to you of the Lock-Box Notice (as defined below).

         In connection with the foregoing, the Assignor and the Agent hereby
instruct you, beginning on the date of your receipt of the Lock-Box Notice: (i)
to collect the monies, checks, instruments and other items of payment mailed to
the Lock Box; (ii) to deposit into the Deposit Account all such monies, checks,
instruments and other items of payment (unless otherwise instructed by the
Agent); and (iii) to transfer all funds deposited and collected in the Deposit
Account pursuant to, and otherwise to comply with, instructions originated by
the Agent from time to time directing disposition of the funds in the Deposit
Account.

         You are hereby further instructed: (i) unless and until the Agent
notifies you to the contrary at any time upon or after your receipt of the
Lock-Box Notice, to make such transfers from the Deposit Account at such times
and in such manner as the Assignor, in its capacity as servicer for the Agent,
shall from time to time instruct to the extent such instructions are not
inconsistent with the instructions set forth herein, and (ii) to permit the
Assignor (in its capacity as servicer for the Agent) and the Agent to obtain
upon request any information relating to the Deposit Account, including, without
limitation, any information regarding the balance or activity of the Deposit
Account.

         The Assignor also hereby notifies you that, beginning on the date of
your receipt of the Lock-Box Notice and notwithstanding anything herein or
elsewhere to the contrary, the Agent, and not the Assignor, shall be irrevocably
entitled to exercise any and all rights in respect

<PAGE>

of or in connection with the Lock-Box and the Deposit Account, including,
without limitation, the right to direct disposition of the funds in the Deposit
Account without further consent by the Assignor. The Agent acts as agent for
persons having a continuing interest in all of the checks and their proceeds and
all monies and earnings, if any, thereon in the Deposit Account, and you shall
be the Agent's agent for the purpose of holding and collecting such property.
The monies, checks, instruments and other items of payment mailed to the
Lock-Box and the funds deposited into the Deposit Account will not be subject to
deduction, setoff, banker's lien, or any other right in favor of any person
other than the Agent (except that you may set off (i) all amounts due to you in
respect of your customary fees and expenses for the routine maintenance and
operation of the Deposit Account, and (ii) the face amount of any checks which
have been credited to the Deposit Account but are subsequently returned unpaid
because of uncollected or insufficient funds).

         If the balances in the Deposit Account are not sufficient to pay you
for any returned check, the Assignor agrees to pay you on demand the amount due
you. If the balances in the Deposit Account are not sufficient to compensate you
for any fees or charges due you in connection with this Agreement, the Assignor
agrees to pay you on demand the amount due you.

         This Agreement may not be terminated at any time by the Assignor
without the prior written consent of the Agent. You may terminate this Agreement
upon 60 days prior written notice to the Assignor and the Agent. Upon any
termination of this Agreement, (i) the Assignor prior to delivery to you of the
Lock Box Notice, or the Agent following the delivery to you of the Lock box
Notice shall promptly arrange for payments received at the Lockbox(es) or
otherwise in or for deposit to the Deposit Account to be forwarded to another
bank acceptable to the Agent and processed pursuant to an agreement acceptable
to the Agent, and (ii) you shall no longer be required to process payments, but
subject to payment in advance by the Assignor of your standard charges for such
service, for a period of 90 days following any termination of this Agreement and
for any successive 90 day periods mutually agreed upon by you and the Agent,
shall forward all payment then held by you and all mail thereafter received at
the Lockbox to such address or account as Agent may direct.

         Neither this Agreement nor any provision hereof may be changed,
amended, modified or waived orally but only by an instrument in writing signed
by the Agent and the Assignor.

         You will not be liable to the Assignor or the Agent for any expense,
claim, loss, damage or cost ("Damages") arising out of or relating to your
performance under this Agreement other than those Damages which result directly
from your acts or omissions constituting negligence or willful misconduct,
subject to the limits in the following sentence. Your liability is limited to
direct money damages actually incurred. In no event will you be liable for any
special, indirect, consequential or exemplary damages or for lost profits.

         You will be excused from failing to act or delay in acting, and no such
failure or delay shall constitute a breach of this Agreement or otherwise give
rise to any liability of you, if (i) such failure or delay is caused by
circumstances beyond your reasonable control, including but not limited to legal
constraint, emergency conditions, action or inaction of governmental,

                                        3

<PAGE>

civil or military authority, fire, strike, lockout or other labor dispute, war,
riot, theft, flood, earthquake or other natural disaster, breakdown of public or
private or common carrier communications or transmission facilities, equipment
failure, or act, negligence or default of the Assignor or the Agent or (ii) such
failure or delay resulted from your reasonable belief that the action would have
violated any guideline, rule or regulation of any governmental authority. You
agree to give the Assignor and the Agent prompt notice of any actual or
anticipated failure or delay resulting from any of the foregoing but any failure
of you to give such notice shall not affect your rights (or the limitation of
its liability) hereunder.

         The Assignor shall indemnify you against, and hold you harmless from,
any and all liabilities, claims, costs, expenses and damages of any nature
(including but not limited to allocated costs of staff counsel, other reasonable
attorney's fees and any fees and expenses incurred in enforcing this Agreement)
in any way arising out of or relating to disputes or legal actions concerning
this Agreement, the Lockbox(es) or any payment; provided however, that this does
not apply to any cost or damage attributable to the gross negligence or
intentional misconduct of you. The Assignor's obligations under this paragraph
shall survive termination of this Agreement.

         You shall not assign or transfer your rights or obligations hereunder
(other than to the Agent) without the prior written consent of the Agent and the
Assignor. Subject to the preceding sentence, this Agreement shall be binding
upon each of the parties hereto and their respective successor and assigns, and
shall inure to the benefit of, and be enforceable by, the Agent, each of the
parties hereto and their respective successor and assigns.

         You hereby represent that the person signing this Agreement on your
behalf is duly authorized by you to so sign.

         You agree to give the Agent and the Assignor prompt notice if the
Lock-Box or the Deposit Account becomes subject to any writ, judgment, warrant
of attachment, execution or similar process.

         The Assignor agrees to pay to you, upon receipt of your invoice, all
costs, expenses and attorneys' fees (including allocated costs for in-house
legal services) incurred by you in connection with the preparation and
administration (including any amendments) and enforcement of this Agreement and
any instrument or agreement required hereunder, including but not limited to any
such costs, expenses and fees arising out of the resolution of any conflict,
dispute, motion regarding entitlement to rights or rights of action, or other
action to enforce your rights in a case arising under Title 11, United States
Code.

         Any notice, demand or other communication required or permitted to be
given hereunder shall be in writing and may be personally served or sent by
telecopier or by courier service or by United States mail and shall be deemed to
have been delivered when delivered in person or by courier service or by
telecopier or three (3) Business Days after deposit in the United States mail
(registered or certified, with postage prepaid and properly addressed). For the
purposes hereof, (i) the addresses of the parties hereto shall be as set forth
below each party's name below, or, as to each party, at such other address as
may be designated by such party in a

                                        4

<PAGE>

written notice to the other party and the Agent and (ii) the address of the
Agent shall be 450 Mamaroneck Avenue, Harrison, New York 10528, Attention:
_________________, with a copy to Citicorp North America, Inc., 399 Park Avenue
- 6th Floor, New York, New York 10043, Attention: _________________, or at such
other address as may be designated by the Agent in a written notice to each of
the parties hereto.

         This Agreement shall be governed be the laws of the State New York
maintained, (without giving effect to its conflicts of law rules).

         Please agree to the terms of, and acknowledge receipt of, this notice
by signing in the space provided below and please complete any information
missing below such space.

         The transfers of the ownership, dominion and control of the Lock-Box
and the Deposit Account, referred to in the first paragraph of this letter,
shall become effective upon delivery to you of a notice (the "Lock-Box Notice")
in substantially the form attached hereto as Annex A.

                                       Very truly yours,

                                       FMC FUNDING CORPORATION

                                       By:________________________________
                                          Name:
                                          Title:

                                            [Address]
                                            Attention:____________________
                                            Telecopier No:


                                        5

<PAGE>

ACKNOWLEDGED AND AGREED:

[NAME OF DEPOSIT BANK]

By:________________________________
   Name:
   Title:
   Date:

   [Address]
   Attention:_______________________
   Telecopier No.:


                                        6

<PAGE>

                        ACKNOWLEDGMENT AND AUTHORIZATION

         Citicorp North America, Inc., as agent (the "Agent"), hereby
acknowledges the transfer of exclusive ownership, dominion and control of the
Lock Box and the Deposit Account, in each case as defined in and pursuant to the
foregoing letter agreement (the "Lock-Box Agreement"), executed by FMC Funding
Corporation (the "Assignor") and acknowledged by [Name of Deposit Bank] (the
"Bank"), which transfer shall be effective upon delivery to the Bank of the
Lock-Box Notice (as defined in the Deposit Agreement). Pursuant to the third
paragraph of the Deposit Agreement, the Agent hereby instructs the Bank,
beginning on the date of the Lock-Box Notice until the Agent notifies the Bank
to the contrary, to accept the directions of the Assignor, as servicer for the
Agent, as to the manner and timing of transfers from the Deposit Account.

                                       Very truly yours,

                                       CITICORP NORTH AMERICA, INC.,
                                         as Agent

                                       By:________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                      ANNEX A TO
                                                               DEPOSIT AGREEMENT


                                 LOCK-BOX NOTICE

                                                 Dated: ________, ____

[Name of Deposit Bank]
[Address]
Attention:

         Re: Lock Box No.
             Deposit Account No.

Ladies and Gentlemen:

         We hereby give you notice that the transfer of the ownership, dominion
and control of the above-referenced Lock Box and the Deposit Account, as
described in our letter agreement with you dated __________, ____, is effective
as of the date hereof. You are hereby instructed to comply immediately with the
instructions originated by Citicorp North America, Inc., as Agent, directing
disposition of the funds in such Deposit Account (without further consent by the
undersigned) and otherwise to comply with the instructions set forth in that
letter agreement.

                                       Very truly yours,

                                       FMC FUNDING CORPORATION

                                       By:________________________________
                                          Name:
                                          Title:

ACKNOWLEDGED AND AGREED:

[NAME OF DEPOSIT BANK]

By:________________________________
   Name:
   Title:
   Date:

<PAGE>

                                                                       EXHIBIT B

                           ASSIGNMENT AND ACCEPTANCE

     Reference is made to the Receivables Purchase Agreement dated as
November 24, 1999 (as amended, supplemented or otherwise modified from time to
time, the "Purchase Agreement") among FMC Funding Corporation (together with its
permitted successors and assigns, the "Seller"), CIESCO L.P. (together with its
successors and assigns, the "CIESCO"), FMC Corporation (together with its
successors and assigns, the "Servicer"), Citibank, N.A. and the other banks from
time to time parties thereto (Citibank and such banks, together with their
successors and assigns, the "Banks") and Citicorp North America, Inc. as agent
for CIESCO and the Banks (together with its successors and assigns, the
"Agent"). Terms defined in the Purchase Agreement are used herein with the same
meaning.

     The "Assignor" and the "Assignee" referred to on Schedule 1 hereto agree as
follows:

     1. As of the Effective Date (as defined below), the Assignor hereby
absolutely and unconditionally sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes, with recourse to or
representation of any kind (except as set forth below) from Assignor, a
percentage interest in and to the Assignor's rights and obligations under the
Purchase Agreement and under the other Program Documents equal to the percentage
interest specified on Schedule I hereto, including the Assignor's Bank
Commitment, Assignor's Percentage and the Assignor's outstanding portion of
Capital (such rights and obligations assigned hereby being the "Assigned
Interests"). After giving effect to such, sale, assignment and assumption, the
Assignee's "Bank Commitment" and the Assignee's "Percentage" will be as set
forth on Schedule 1 hereto.

     2. The Assignor (i) represents and warrants that immediately prior to the
Effective Date it is the legal and beneficial owner of the Assigned Interest
free and clear of any Adverse Claim created by the Assignor; (ii) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Program Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of, or the perfection or priority of any lien
or security of ownership interest created or purported to be created under or in
connection with, the Program Documents or any other instrument or document
furnished pursuant thereto or the condition or value of the Assigned Interest,
the Pool Receivables or any interest therein; and (iii) makes no representation
or warranty and assumes no responsibility with respect to the condition
(financial or otherwise) of any of the Originators, the Seller or the Servicer
or the performance or observance by any Person of any of its obligations under
any Program Document or any other instrument or document furnished pursuant
thereto.

     3. The Assignee (i) confirms that is has received a copy of the Purchase
Agreement and the other Program Documents, together with copies of any financial
statements delivered pursuant to Section 3.01 of the Purchase Agreement and such
other documents and information as it has deemed appropriate to make its own
credit analysis and

<PAGE>
decision to enter into this Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Agent, the Assignor or CIESCO or any
other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under or in connection with any of the Program Documents;
(iii) confirms that it is an Eligible Assignee; (iv) appoints and authorizes the
Agent to take such action as agent on its behalf and to exercise such powers and
discretion under the Program Documents as are delegated to the Agent by the
terms thereof, together with such powers and discretion as are reasonably
incidental thereto; (v) agrees that it will perform in accordance with their
terms all of the obligations that by the terms of the Program Documents are
required to be performed by it as a Bank; (vi) confirms that the assignment
hereunder complies with any applicable legal requirements including the
Securities Act of 1933, as amended; (vii) confirms that such Assignee is a
United States Person (as defined in Section 7701(a)(30) of the Internal Revenue
Code) or that such Assignee shall have provided the Seller with two Internal
REvenue SErvice forms 4224 (or a successor form) certifying that the income from
the Assigned Interest is effectively connected with the conduct of such Person's
trade or business in the United States; and (viii) confirms that such Assignee
is not a partnership, grantor trust or S corporation (as such terms are defined
in the Internal Revenue Code).

     4. Following the execution of this Assignment and Acceptance, it will be
delivered to the Agent for acceptance and recording by the Agent. The effective
date for this Assignment and Acceptance (the "Effective Date") shall be the date
of acceptance hereof by the Agent and if required by Schedule I hereto, the
Seller, unless a later effective date is specified on Schedule 1 hereto.

     5. Upon such acceptance and recording by the Agent, as of the Effective
Date, (i) the Assignee shall be a party to and bound by the provisions of the
Purchase Agreement and, to the extent provided in this Assignment and
Acceptance, have the rights and obligations of a Bank thereunder and under any
other Program Document and (ii) the Assignor shall, to the extent provided in
this Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Purchase Agreement and under any other Program Document.

     6. Upon such acceptance and recording by the Agent, from and after the
Effective Date, the Agent shall make all payments under the Purchase Agreement
in respect of the Assigned Interest to the Assignee. The Assignor and Assignee
shall make all appropriate adjustments in payments under the Purchase Agreement
and the Assigned interests for period prior to the Effective Date directly
between themselves.

     7. This Assignment and Acceptance shall be governed by, and construed in
accordance with, the laws of the State of New York.

     8. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed an original and all of which taken
together shall constitute

<PAGE>
     one and the same assignment. Delivery of an executed counterpart of
Schedule 1 to this Assignment and Acceptance by telecopier shall be effective as
delivery of a manually executed counterpart of this Assignment and Acceptance.

     IN WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to
this Assigment and Acceptance to be executed by their officers thereunto duly
authorized as of the date specified thereon.

<PAGE>
                                                                      Schedule 1

Percentage interest
transferred by Assignor:                        ______%

Assignee's "Bank Commitment":                  $______

Assignee's "Percentage"                         ______%

Assignor:                               [INSERT NAME OF ASSIGNOR],
                                                as Assignor,


                                        By:______________________
                                          Authorized Signatory,

Assignee:                               [INSERT NAME OF ASSIGNEE],
                                                as Assignee


                                        By:______________________
                                          Authorized Signatory

Accepted, Consented to and
Acknowledged this __ day of
______, 19__

CITICORP NORTH AMERICA, INC.,
as Agent


By:______________________
  Authorized Signatory

[FMC FUNDING CORPORATION]


By:______________________
  Authorized Signatory/1/


______________________
/1/ If consent of Seller is required pursuant to Section 10.03 of the
    Purchase Agreement.

<PAGE>

                                                                       EXHIBIT C

                          Form of Funds Transfer Letter

                             FMC FUNDING CORPORATION

                             200 East Randolph Drive
                             Chicago, Illinois 60602

                                                 [Date]

Citicorp North America, Inc.,
as Agent
450 Mamaroneck Avenue
Harrison, New York 10528

         Re: Funds Transfers

             ---------------

Gentlemen:

         This letter is the Funds Transfer Letter referred to in Section 2.02(b)
of, the Receivables Purchase Agreement, dated as of November 24, 1999, as
modified, amended or restated from time to time (the "RPA"; terms used in the
RPA, unless otherwise defined herein, having the meaning set forth therein)
among the undersigned, CIESCO, L.P., Citibank, N.A., and you, as Agent for the
Investors and the Banks.

 You are hereby directed to deposit [amount] on [date] representing amounts paid
 for Receivable Interests to Account #: 81885-00935, Credit: FMC Corporation, at

    Bank of America - Chicago Branch, Chicago, Illinois, ABA #: 071 000 039.

         The provisions of this Letter may not be changed or amended orally, but
only by a writing in substantially the form of this letter signed by the
undersigned and acknowledged by you.

                                       Very truly yours,

                                       FMC FUNDING CORPORATION



                                       By:________________________________
                                      Name:

                                     Title:

</TEXT>
</DOCUMENT>
