Form of Intercompany Note

Exhibit 10.c


FORM OF INTERCOMPANY NOTE
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SUBJECT TO THE PLEDGE TO THE COLLATERAL TRUSTEE AS REQUIRED BY THE INDENTURE DATED AS OF AUGUST 22, 2001 BY AND BETWEEN THE FINOVA GROUP INC. AND THE BANK OF NEW YORK, AS TRUSTEE AND SUBORDINATED IN RIGHT OF PAYMENT TO THE OBLIGATIONS OF THE MAKER PURSUANT TO THE CREDIT AGREEMENT DATED AS OF AUGUST 21, 2001 BY AND BETWEEN THE MAKER AND BERKADIA LLC.


No. 1 New York, New York $ _____________________ August , 2001


FOR VALUE RECEIVED, the undersigned, FINOVA CAPITAL CORPORATION, a Delaware corporation (the "Maker"), hereby unconditionally promises to pay to the order of THE FINOVA GROUP INC., a Delaware corporation (together with its successors and assigns, the "Holder"), at its offices at 4800 North Scottsdale Road, Scottsdale, Arizona 85251-7623 or such other place as the Holder may designate in writing, the principal sum of Three Billion Two Hundred Forty One Million Two Hundred Ninety Three Thousand DOLLARS and No Cents ($3,241,293,000.00), together with interest (computed on the basis of a year of 360 days comprised of twelve thirty-day months (including the first day but excluding the last day) occurring in the period for which such interest is payable) on the principal amount hereof from time to time outstanding from the date hereof until such principal amount is paid in full, at an interest rate per annum equal at all times to the lesser of the maximum lawful rate or Seven and One Half Percent (7.5%). Any overdue amount of principal, interest or other amounts payable hereunder shall bear interest, payable on demand, at the same rate of interest, to the extent lawful. Capitalized terms used herein and not defined shall have the meanings ascribed to such terms in the Indenture (as defined).


SECTION 1. INTEREST AND PAYMENT.


1.1 Principal. Principal on this Note shall be payable on each May 15 and November 15, commencing November 15, 2001 (each a "Principal Payment Date") in the amount of cash or Cash Equivalents, if any, available to such principal payments in accordance with Section 4.06 of the Indenture dated as of August 22, 2001 by and between Holder and The Bank of New York, as Trustee (the "Indenture"). Principal and interest on this Note, to the extent not previously paid in full in cash in accordance with Section 4.06 of the Indenture, shall be due and payable on November 15, 2009 (the "Stated Maturity").


1.2 Interest. Interest on this Note shall be payable on each May 15 and November 15, commencing November 15, 2001 (each an "Interest Payment Date") in the amount of cash or Cash Equivalents, if any, available for such interest payments in accordance with the provisions of Section 4.06 of the Indenture. To the extent Interest is not paid on an Interest Payment Date, such amount of unpaid Interest shall accrue interest at the rate of 7.5% per annum until paid and shall be treated as Interest for all purposes


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under this Note. Payments of Interest shall be applied first to all accrued but previously unpaid Interest in the order in which such Interest accrued.


After the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceedings relating to the Company, unpaid principal and Interest on this Note shall continue to include interest accruing at the rate provided in this Note, whether or not a claim for post-filing or p ...