Cit Equipment Collateral 2000-1 Sample Contracts

Cit Equipment Collateral 2000-1 – POOLING AND SERVICING AGREEMENT (May 24th, 2000)

================================================================================ POOLING AND SERVICING AGREEMENT among CIT EQUIPMENT COLLATERAL 2000-1 as Issuer, NCT FUNDING COMPANY, L.L.C., as Depositor, NEWCOURT FINANCIAL USA INC. in its individual capacity and AT&T CAPITAL CORPORATION, in its individual capacity and as Servicer Dated as of April 1, 2000 ================================================================================ TABLE OF CONTENTS Page

Cit Equipment Collateral 2000-1 – INDENTURE (May 24th, 2000)

CIT EQUIPMENT COLLATERAL 2000-1, as Issuer, and THE CHASE MANHATTAN BANK, not in its individual capacity but solely in its capacity as Indenture Trustee ----------------------------------- INDENTURE Dated as of April 1, 2000 ----------------------------------- $288,583,600 6.723024% Class A-1 Receivable-Backed Notes $144,291,800 Floating Rate Class A-2a Receivable-Backed Notes $144,291,800 Floating Rate Class A-2b Receivable-Backed Notes $187,959,055 Floating Rate Class A-3 Receivable-Backed Notes $93,030,239 7.58% Class A-4 Receivable-Backed Notes $11,391,458 7.54% Class B Receivable-Backed Notes $15,188,611

Cit Equipment Collateral 2000-1 – ADMINISTRATION AGREEMENT (May 24th, 2000)

-------------------------------------------------------------------------------- ADMINISTRATION AGREEMENT among CIT EQUIPMENT COLLATERAL 2000-1, as Issuer, AT&T Capital Corporation, as Administrator NCT FUNDING COMPANY, L.L.C. as Trust Depositor, and The Chase Manhattan Bank as Indenture Trustee Dated as of April 1, 2000 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page

Cit Equipment Collateral 2000-1 – TRUST AGREEMENT (May 24th, 2000)

AMENDED AND RESTATED TRUST AGREEMENT by and between NCT FUNDING COMPANY, L.L.C. as Trust Depositor, and ALLFIRST FINANCIAL CENTER NATIONAL ASSOCIATION as Owner Trustee Dated as of April 1, 2000 CIT EQUIPMENT COLLATERAL 2000-1 TABLE OF CONTENTS Page ---- ARTICLE I DEFINITIONS....................................................................

Cit Equipment Collateral 2000-1 – LOAN AGREEMENT (May 24th, 2000)

LOAN AGREEMENT Among CIT EQUIPMENT COLLATERAL 2000-1, as the Trust, THE CHASE MANHATTAN BANK, as Indenture Trustee, NCT FUNDING COMPANY, L.L.C., as Trust Depositor, AT&T CAPITAL CORPORATION in its individual capacity and as Servicer, THE LENDER PARTIES HERETO, FROM TIME TO TIME, as Lenders, and AT&T CAPITAL CORPORATION, as Agent Dated as of April 1, 2000 Relating to CIT Equipment Collateral 2000-1 TABLE OF