<PAGE>


                                                                   Exhibit 10.45

                                                                  Execution Copy
                                                                  --------------

                  FIRST CONSUMERS CREDIT CARD MASTER NOTE TRUST

                                     Issuer,

                                       and

                              THE BANK OF NEW YORK

                                Indenture Trustee

                      SERIES 2001-VFN INDENTURE SUPPLEMENT

                          Dated as of October 17, 2001

<PAGE>

                               TABLE OF CONTENTS

                                                                            Page

ARTICLE I CREATION OF THE SERIES 2001-VFN NOTES...............................1
     Section 1.1 Designation..................................................1

ARTICLE II DEFINITIONS........................................................1
     Section 2.1 Definitions..................................................1

ARTICLE III Optional Redemption of Notes; Final Distributions................14
     Section 3.1 Optional Redemption.........................................14
     Section 3.2 Delivery and Payment for the Series 2001-VFN Notes..........16
     Section 3.3 Private Placement of Class A Notes; Form of Delivery
                 of Series 2001-VFN..........................................16

ARTICLE IV RIGHTS OF NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIION
     Section 4.1 [Reserved]..................................................17
     Section 4.2 [Reserved]..................................................17
     Section 4.3 Allocations.................................................17
     Section 4.4 Defaulted Accounts..........................................20
     Section 4.5 Monthly Payments............................................20
     Section 4.6 Payment of Note Interest....................................23
     Section 4.7 Payment of Note Principal...................................24
     Section 4.9 Seller's or Servicer's Failure to Make a
                 Deposit or Payment..........................................25
     Section 4.10 Reallocated Principal Collections..........................26
     Section 4.11 Class A Increases..........................................27
     Section 4.12 Notice of Note Rate........................................27
     Section 4.13 Suspension of the Revolving Period.........................27
     Section 4.14 Maximum Class A Collateral Amount..........................28
     Section 4.15 Shared Principal Collections...............................28
     Section 4.16 Excess Finance Charge Collections..........................28
     Section 4.17 Termination of Series......................................29

ARTICLE V DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS...........................29
     Section 5.1 Distributions...............................................29
     Section 5.2 Reports to Investors........................................30

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

                                                                            Page

ARTICLE VI SERIES PAY-OUT EVENTS.............................................30
     Section 6.1 Series Pay-Out Events.......................................30

ARTICLE VII MISCELLANEOUS....................................................33
     Section 7.1 Change in Account Terms.....................................33
     Section 7.2 Permitted Successor Servicer................................33
     Section 7.3 Successors and Assigns......................................34
     Section 7.4 Final Distribution..........................................34
     Section 7.5 Amendments..................................................34
     Section 7.6 Effectiveness...............................................34
     Section 7.7 Ratification of Indenture...................................35
     Section 7.8 Counterparts................................................35
     Section 7.9 GOVERNING LAW...............................................35
     Section 7.10 Consents...................................................35
     Section 7.11 Certain Calculations.......................................35
     Section 7.12 Repurchase Requests........................................36
     Section 7.13 Perfection Representations, Warranties and Covenants.......37
     Section 7.14 Rights of the Indenture Trustee............................37
     Section 7.15 Limitation of Liability....................................37

Exhibit A   Form of Class A Note
Exhibit B   Form of Monthly Payment Instructions and Notification
Exhibit C   Form of Investor Report

Schedule1   Perfection Representations, Warranties and Covenants

<PAGE>

          SERIES 2001-VFN INDENTURE SUPPLEMENT, dated as of October 17, 2001
     (the "Indenture Supplement"), between FIRST CONSUMERS CREDIT CARD MASTER
           --------------------
     NOTE TRUST, a trust organized and existing under the laws of the State of
     Illinois (herein, the "Issuer" or the "Trust"), and THE BANK OF NEW YORK, a
                            ------          -----
     banking corporation organized and existing under the laws of the State of
     New York, not in its individual capacity, but solely as indenture trustee
     (herein, together with its successors in the trusts thereunder as provided
     in the Master Indenture referred to below, the "Indenture Trustee") under
                                                     -----------------
     the Master Indenture, dated as of March 1, 2001 (the "Master Indenture")
                                                           ----------------
     between the Issuer and the Indenture Trustee (the Master Indenture,
     together with this Indenture Supplement, the "Indenture").
                                                   ---------

          Pursuant to Section 2.12 of the Indenture, the Seller may direct the
                      ------------
     Issuer to issue one or more Series of Notes. The Principal Terms of this
     Series are set forth in this Indenture Supplement to the Indenture.

                                    ARTICLE I

                      CREATION OF THE SERIES 2001-VFN NOTES

          Section 1.1 Designation. There is hereby created a Series of Notes to
                      -----------
     be issued pursuant to the Indenture to be known as the "Series 2001-VFN
                                                             ---------------
     Notes." The Series 2001-VFN Notes shall consist of the "Series 2001-VFN
     -----
     Class A Variable Funding Asset Backed Notes" (the "Class A Notes"). The
                                                        -------------
     Class A Notes shall be substantially in the form of Exhibit A to this
                                                         ---------
     Indenture Supplement.

                                   ARTICLE II

                                   DEFINITIONS

     Section 2.1 Definitions.
                 -----------

          (a) Whenever used in this Indenture Supplement, the following words
     and phrases shall have the following meanings, and the definitions of such
     terms are applicable to the singular as well as the plural forms of such
     terms and the masculine as well as the feminine and neuter genders of such
     terms.

          "Accrual Period" means the period from and including a Distribution
           --------------
     Date (or in the case of the initial Accrual Period, the Closing Date) to
     but excluding the succeeding Distribution Date.

          "Administrative Agent" means MGT or any successor in that capacity
           --------------------
     pursuant to the Note Purchase Agreement.

                                       A-1

<PAGE>

          "Aggregate Class A Increase Amount" means the cumulative amount of
           ---------------------------------
     Class A Increase Amounts.

          "Aggregate Excess Collateral Amount Increase Amount" means the
           --------------------------------------------------
     cumulative amount of Excess Collateral Amount Increase Amounts.

          "Allocation Percentage" means, on any date of determination:
           ---------------------

               (a) when used with respect to Principal Collections during the
          Revolving Period, the percentage equivalent of a fraction the
          numerator of which shall be the Collateral Amount on the preceding
          Business Day (taking into account all Class A Increases and Excess
          Collateral Amount Increases effected on such date of determination or
          any reduction in the Collateral Amount on such date of determination)
          and the denominator of which shall be the greater of (i) the aggregate
          amount of Principal Receivables as of the end of the day on the most
          recent Reset Date and (ii) the sum of the numerators used to calculate
          the Allocation Percentages with respect to Principal Receivables for
          all Series outstanding on the day after such Reset Date;

               (b) when used with respect to Principal Collections during an
          Amortization Period, the percentage equivalent of a fraction the
          numerator of which shall be the Collateral Amount as of the end of the
          day on the last day of the Revolving Period and the denominator of
          which shall be the greater of (i) the aggregate amount of Principal
          Receivables as of the end of the most recent Reset Date and (ii) the
          sum of the numerators used to calculate the Allocation Percentages for
          allocations with respect to Principal Receivables for all outstanding
          Series on the day after such Reset Date;

               (c) when used with respect to Finance Charge Collections during
          the Revolving Period, any Limited Amortization Period and the
          Controlled Amortization Period and with respect to Receivables in
          Defaulted Accounts at any time, the percentage equivalent of a
          fraction the numerator of which shall be the Collateral Amount as of
          the end of the day on the preceding Business Day (taking into account
          all Class A Increases and Excess Collateral Amount Increases effected
          on such date of determination or any reduction in the Collateral
          Amount on such date of determination) and the denominator of which
          shall be the greater of (i) the aggregate amount of Principal
          Receivables as of the end of the day on the most recent Reset Date and
          (ii) the sum of the numerators used to calculate the Allocation
          Percentages for allocations with respect to Finance Charge Collections
          or Defaulted Accounts, as applicable, for all outstanding Series on
          the day after such Reset Date; and

                                        2

<PAGE>

               (d) when used with respect to Finance Charge Collections during
          the Rapid Amortization Period, the percentage equivalent of a fraction
          the numerator of which shall be the Collateral Amount as of the end of
          the day on the last day of the Revolving Period and the denominator of
          which shall be the greater of (i) the aggregate amount of Principal
          Receivables as of the end of the day on the most recent Reset Date and
          (ii) the sum of the numerators used to calculate the Allocation
          Percentages with respect to Finance Charge Collections for all
          outstanding Series on the day after such Reset Date.

          "Amortization Period" means the Controlled Amortization Period, the
           -------------------
     Limited Amortization Period or the Rapid Amortization Period.

          "Average Allocation Percentage" means with respect to any Allocation
           -----------------------------
     Percentage for any Monthly Period the sum of the Allocation Percentages as
     of the close of business for each day in such Monthly Period divided by the
     number of days in such Monthly Period.

          "Average Class A Collateral Amount" means for any Monthly Period the
           ---------------------------------
     sum of the Class A Collateral Amounts as of the close of business for each
     day in such Monthly Period, divided by the number of days in such Monthly
     Period.

          "Average Collateral Amount" means for any Monthly Period the sum of
           -------------------------
     the Collateral Amounts as of the close of business for each day in such
     Monthly Period, divided by the number of days in such Monthly Period.

          "Base Rate" means, with respect to any Monthly Period, (a) the sum of
           ---------
     (i) the Note Interest for the Accrual Period ending in the month following
     the end of such Monthly Period and (ii) the amount of the Investor Monthly
     Servicing Fee allocable to the Series 2001-VFN Notes in respect of such
     Monthly Period, divided by (b) the Average Collateral Amount for the
     preceding Monthly Period, multiplied by (c) 12.

          "Breakage Payments" is defined in the Note Purchase Agreement.
           -----------------

          "Change of Control" means that:
           -----------------

               (i) Spiegel shall fail to own, directly or indirectly, free and
          clear of all liens, security interests or other encumbrances, at least
          51% of the outstanding shares of capital stock of FCNB, on a fully
          diluted basis; or

               (ii) the Otto family related investment entities shall fail to
          own or control at least 67% of the outstanding voting stock of
          Spiegel.

                                        3

<PAGE>

          "Class A Allocation Percentage" means, with respect to any date of
           -----------------------------
     determination, (a) during the Revolving Period, the percentage equivalent
     of a fraction, the numerator of which is the Class A Collateral Amount
     determined as of the close of business on the Business Day immediately
     preceding such date of determination and the denominator of which is the
     Collateral Amount determined as of the close of business on such day and
     (b) during an Amortization Period, the percentage equivalent of a fraction,
     the numerator of which is the Class A Collateral Amount as of the close of
     business on the last day of the Revolving Period and the denominator of
     which is the Collateral Amount as of the close of business on such last
     day.

          "Class A Collateral Amount" means, on any date of determination, an
           -------------------------
     amount equal to (a) the Initial Class A Collateral Amount, plus (b) the
     Aggregate Class A Increase Amount, minus (c) the aggregate amount of
     payments of principal paid to the Class A Noteholders pursuant to Section
                                                                       -------
     4.7 or from the proceeds of issuance of a new Series pursuant to the final
     ---
     paragraph of Section 4.13 prior to such date of determination, minus (d)
                  ------------
     the excess, if any, of the aggregate amount of Class A Investor Charge Offs
     over Class A Investor Charge Offs reimbursed pursuant to Section 4.5(d)
                                                              --------------
     prior to such date of determination.

          "Class A Expected Final Payment Date" means the January 2004
           -----------------------------------
     Distribution Date.

          "Class A Increase" means an increase in the Class A Collateral Amount
           ----------------
     pursuant to Section 4.11.
                 ------------

          "Class A Increase Amount" is defined in Section 4.11.
           -----------------------                ------------

          "Class A Increase Conditions" are set forth in Section 4.2 of the Note
           ---------------------------                   -----------
     Purchase Agreement.

          "Class A Investor Charge Off" is defined in Section 4.4.
           ---------------------------                -----------

          "Class A Monthly Total Principal Allocation" is defined in Section
           ------------------------------------------                -------
     4.7.
     ---

          "Class A Note Rate" means, with respect to any Accrual Period, the per
           -----------------                                                 ---
     annum rate equal to the percentage equivalent of a fraction (a) the
     -----
     numerator of which is the Note Interest for that Accrual Period, multiplied
     by a fraction the numerator of which is 365 (or 366, in a leap year) and
     the denominator of which is the number of days in that Accrual Period and
     (b) the denominator of which is the Average Class A Collateral Amount
     during that Accrual Period.

          "Class A Noteholder" means the holder of record of any Class A Note.
           ------------------

                                        4

<PAGE>

          "Class A Notes" means any one of the Notes executed by the Seller and
           -------------
     authenticated by or on behalf of the Indenture Trustee, substantially in
     the form of Exhibit A.
                 ---------

          "Class A Principal Allocation" means, with respect to any Deposit
           ----------------------------
     Date, an amount equal to the product of (A) the Class A Allocation
     Percentage on the Deposit Date for Principal Collections (or, during a
     Non-Renewal Amortization Period, the Non-Renewing Allocation Percentage),
     (B) the Allocation Percentage on the Deposit Date for Principal Collections
     and (C) the aggregate amount of Principal Collections processed on such
     Deposit Date, all as pursuant to Section 4.3(b)(ii).
                                      ------------------

          "Class Note Interest" is defined in the Note Purchase Agreement.
           -------------------

          "Closing Date" means the date of this Indenture Supplement.
           ------------

          "Collateral Amount" means, on any date of determination, the sum of
           -----------------
     (a) the Class A Collateral Amount, plus (b) the Excess Collateral Amount on
     such date of determination.

          "Commercial Paper" means commercial paper notes issued by any Conduit
           ----------------
     Purchaser to fund or maintain its initial purchase of the Class A Notes and
     any Class A Increase Amount.

          "Conduit Downgrade Event" means any action or other event related to
           -----------------------
     the Trust that causes a Rating Agency to reduce, or withdraw, its rating of
     the Commercial Paper issued by any Conduit Purchaser below the then current
     ratings of the Commercial Paper issued by such Conduit Purchaser.

          "Conduit Managing Agent" is defined in the Note Purchase Agreement.
           ----------------------

          "Conduit Purchaser" is defined in the Note Purchase Agreement.
           -----------------

          "Controlled Amortization Period" means an Amortization Period
           ------------------------------
     commencing on the day following the last day of the Revolving Period and
     continuing (a) to, but not including, the commencement of the Rapid
     Amortization Period or (b) to, and including, the earlier of (i) the Trust
     Termination Date and (ii) the Series Termination Date.

          "Controlled Distribution Amount" means, for each Monthly Period which
           ------------------------------
     commences during the Controlled Amortization Period, the sum of (a)
     one-twelfth of the Class A Collateral Amount as of the last day of the
     Revolving Period, plus (b) the Deficit Controlled Distribution Amount for
     the preceding Monthly Period; provided, that the Seller may, by written
                                   --------
     notice to the Administrative Agent delivered not less than five (5)
     Business Days prior to the related Distribution

                                       5

<PAGE>

     Date, specify a greater Controlled Distribution Amount for that
     Distribution Date (which shall be an integral multiple of $1,000,000).

          "Cycle" means, with respect to any Account, the monthly billing cycle
           -----
     for such Account as determined in accordance with the Charge Account
     Guidelines as in effect on the date of this Agreement.

          "Cycle Billing Date" means, with respect to any Account, each date on
           ------------------
     which bills are processed for the Cycle which includes such Account.

          "Default Estimate" means, for any Monthly Period, an amount equal to
           ----------------
     the product of (i) 1.5, multiplied by (ii) the arithmetic mean of the
     Investor Default Amounts for the prior three Monthly Periods.

          "Deficit Controlled Distribution Amount" means, for each Monthly
           --------------------------------------
     Period during the Controlled Amortization Period, the excess, if any, of
     the Controlled Distribution Amount for such Monthly Period over the amount
     of principal actually distributed with respect to the Class A Notes on the
     related Distribution Date.

          "Delinquency Amount" means, with respect to any Monthly Period, the
           ------------------
     aggregate amount of Receivables that were 31 or more days past due at the
     end of such Monthly Period.

          "Determination Date" means with respect to any Monthly Period, the
           ------------------
     last Business Day occurring in the first ten days of the succeeding
     calendar month.

          "Dilution" means, for any Monthly Period, the aggregate reduction in
           --------
     the outstanding balance of receivables in the entire portfolio of FCNB
     MasterCard and Visa credit card accounts during such Monthly Period that
     are due to, without duplication, (a) merchandise refused or returned by the
     obligor thereunder, (b) any rebate, refund, chargeback or adjustment, (c)
     the assertion of a counterclaim or defense by the obligor thereunder and
     either (i) the Servicer has agreed that such counterclaim or defense is
     valid or (ii) a final nonappealable judgment or decree has been entered in
     favor of such obligor in respect of such counterclaim or defense by a court
     or arbitral body having jurisdiction thereof, and (d) fraudulent or
     counterfeit charges, but only if and to the extent such fraudulent or
     counterfeit charges are not included as charge-offs under the Charge
     Account Guidelines.

          "Distribution Date" means the fifteenth day of each month, or, if such
           -----------------
     fifteenth day is not a Business Day, the next succeeding Business Day.

          "Enhancement Increase Amount" means a Class A Increase Condition after
           --------------------------
     giving effect to the related Class A Increase Amount and the resulting

                                       6

<PAGE>

     increase in the Collateral Amount, the amount, if any, that when added to
     the Excess Collateral Amount will cause the Excess Collateral Amount
     Allocation Percentage (after giving effect to such increase) to equal the
     Required Excess Collateral Amount Percentage then in effect.

          "Enhancement Increase Condition" means a Class A Increase.
           ------------------------------

          "Excess Allocation Series" is defined in Section 4.16.
           ------------------------                ------------

          "Excess Collateral Amount" means, on any date of determination, an
           ------------------------
     amount equal to (a) the sum of (i) the Initial Excess Collateral Amount and
     (ii) the Aggregate Excess Collateral Amount Increase Amount, minus (b) the
     aggregate amount of payments of principal paid to the Excess Collateral
     Amount Holders pursuant to Section 4.7 prior to such date of determination,
                                -----------
     minus (c) the excess, if any, of the sum of the aggregate amount of Excess
     Collateral Amount Investor Charge Offs and Excess Collateral Amount
     Reallocated Amounts over Excess Collateral Amount Investor Charge Offs and
     Excess Collateral Amount Reallocated Amounts reimbursed pursuant to Section
                                                                         -------
     4.5(d) prior to such date of determination.
     ------

          "Excess Collateral Amount Allocation Percentage" means, with respect
           ----------------------------------------------
     to any date of determination, the percentage equivalent of a fraction, the
     numerator of which is the Excess Collateral Amount determined as of the
     close of business on the immediately preceding Business Day and the
     denominator of which is the Collateral Amount determined as of the close of
     business on such Business Day.

          "Excess Collateral Amount Holder" means the holders of the Seller
           -------------------------------
     Interest.

          "Excess Collateral Amount Increase" means any increase in the Excess
           ---------------------------------
     Collateral Amount as provided in Section 4.8.
                                      ------------

          "Excess Collateral Amount Increase Amount" means the amount of any
           ----------------------------------------
     Excess Collateral Amount Increase pursuant to Section 4.8.
                                                   -----------

     "Excess Collateral Amount Investor Charge Off" is defined in Section 4.4.
      --------------------------------------------                ------------

          "Excess Collateral Amount Percentage" means, for any date of
           -----------------------------------
     determination, 100%, minus the Class A Allocation Percentage on that date.

          "Excess Collateral Amount Reallocated Amounts" is defined in Section
           --------------------------------------------                --------
     4.10.
     ----

          "Excess Spread" is defined in Section 4.5(f).
           -------------                --------------

                                       7

<PAGE>

          "Excess Spread Percentage" means, for any Monthly Period, the
           ------------------------
     difference between the Portfolio Yield and the Base Rate for such Monthly
     Period.

          "Finance Charge Shortfall" is defined in Section 4.16.
           ------------------------                ------------

          "Funding Costs" means any Breakage Payments and any additional costs
           -------------
     payable pursuant to Section 13.4 or 13.5 of the Note Purchase Agreement, to
                         ------------    ----
     the extent not paid pursuant to the Note Purchase Agreement.

          "Initial Class A Collateral Amount" means $198,000,000.
           ---------------------------------

          "Initial Collateral Amount" means the sum of the Initial Class A
           -------------------------
     Collateral Amount and the Initial Excess Collateral Amount.

          "Initial Excess Collateral Amount" means $34,941,176.
           --------------------------------

          "Investor Charge Off" means a Class A Investor Charge Off or an Excess
           -------------------
     Collateral Amount Investor Charge Off.

          "Investor Default Amount" means, for any Monthly Period, an amount
           -----------------------
     equal to the product of (a) the Default Amount for such Monthly Period and
     (b) the Average Allocation Percentage for such Monthly Period.

          "Investor Monthly Servicing Fee" means, for any Monthly Period, an
           ------------------------------
     amount equal to the product of (a) the Average Collateral Amount for that
     Monthly Period, (b) the applicable Series Servicing Fee Percentage and (c)
     a fraction, the numerator of which is the number of days in that Monthly
     Period and the denominator which is 365 (or 366, when applicable).

          "Limited Amortization Amount" means (a) for any Distribution Date
           ---------------------------
     relating to a Non-Renewal Amortization Period, the Class A Collateral
     Amount with respect to all Non-Renewing Ownership Groups, (b) for any
     Distribution Date relating to any other Limited Amortization Period, the
     excess, if any, of (i) the amount specified in the effective notice
     delivered by the Seller in accordance with Section 4.13, over (ii) the
                                                ------------  ----
     aggregate amount of principal distributed to the Series 2001-VFN
     Noteholders on all prior Distribution Dates, if any, related to any Monthly
     Period in such Limited Amortization Period and (c) for any other
     Distribution Date, any amount (which shall be in an amount satisfying the
     requirements of the second grammatical paragraph of Section 4.13) selected
                                                         ------------
     by the Seller with respect to that Distribution Date with not less than
     five Business Days' prior written notification by the Seller to the
     Administrative Agent.

                                       8

<PAGE>

          "Limited Amortization Period" means, unless the Controlled
           ---------------------------
     Amortization Period or the Rapid Amortization Period shall have occurred
     prior thereto, a period beginning on the first day of any Monthly Period
     (a) specified in the effective notice delivered by the Seller in accordance
     with Section 4.13 or (b) following any Purchase Commitment Expiration Date
          ------------
     as to which there is any Non-Renewing Ownership Group, if none of or less
     than all of the related Purchase Commitments have been assigned to other
     Persons pursuant to Section 15.4 of the Note Purchase Agreement, and ending
                         ------------
     upon the first to occur of (i) the commencement of the Controlled
     Amortization Period or the Rapid Amortization Period, and (ii) the last day
     of the Monthly Period related to the Distribution Date on which the Limited
     Amortization Amount is reduced to zero.

          "Maximum Class A Collateral Amount" is defined in Section 4.14.
           ---------------------------------                ------------

          "Maximum Reallocated Principal Reserves Amount" means, with respect to
           ---------------------------------------------
     any Monthly Period, the sum of (a) the aggregate amount of Note Interest
     payable on the Distribution Date following such Monthly Period (such amount
     to be estimated by the Servicer in good faith after consultation with the
     Administrative Agent) and (b) the Monthly Servicing Fee payable on the
     Distribution Date following such Monthly Period.

          "MGT" means Morgan Guaranty Trust Company of New York and its
           ---
     successors and assigns.

          "Minimum Seller Percentage" means, with respect to Series 2001-VFN,
           -------------------------
     7.00%.

          "Monthly Finance Charge Allocation" is defined in Section 4.3(c).
           ---------------------------------                --------------

          "Monthly Period Finance Charge Subaccount Allocation" is defined in
           ---------------------------------------------------
     Section 4.5.
     -----------

          "Non-Renewal Amortization Period" means a Limited Amortization Period
           -------------------------------
     which begins pursuant to clause (b) of the definition thereof.
                              ----------

          "Non-Renewing Allocation Percentage" means, with respect to any date
           ----------------------------------
     of determination, during a Non-Renewal Amortization Period, the percentage
     equivalent of a fraction, the numerator of which is the portion of the
     Class A Collateral Amount represented by the Class A Notes held by the
     Conduit Managing Agent for each Non-Renewing Ownership Group as of the
     close of business on the last day of the Revolving Period and the
     denominator of which is the Collateral Amount as of the close of business
     on such last day.

          "Non-Renewing Ownership Group" is defined in the Note Purchase
           ---------------------------
     Agreement.

                                       9

<PAGE>

          "Note Interest" is defined in the Note Purchase Agreement.
           -------------

          "Note Purchase Agreement" means the Note Purchase Agreement dated as
           -----------------------
     of October   , 2001 among the Seller, the Servicer, FCNB, SCCIII, MGT, as
                --
     the Administrative Agent and Conduit Managing Agent and the Conduit
     Purchasers, the other Conduit Managing Agents, and the Bank Purchasers
     identified therein, as amended and in effect from time to time.

          "Noteholder" means the holder of record of any Note.
           ----------

          "Notes" means the Class A Notes.
           -----

          "Official Body" means any government or political subdivision or any
           -------------
     agency, authority, bureau, central bank, commission, department or
     instrumentality thereof, or any court, tribunal, grand jury or arbitrator,
     in each case whether foreign or domestic.

          "Ownership Group" is defined in the Note Purchase Agreement.
           ---------------

          "Pay Out Commencement Date" means the date on which a Trust Pay Out
           -------------------------
     Event is deemed to occur pursuant to Section 5.1 of the Indenture or a
                                          -----------
     Series Pay Out Event is deemed to occur pursuant to Section 6.1 of this
                                                         -----------
     Indenture Supplement.

          "Pay Out Event" means a Trust Pay Out Event or a Series Pay Out Event.
           -------------

          "Portfolio Yield" means, with respect to any Monthly Period, the
           ---------------
     annualized percentage equivalent of a fraction, the numerator of which is
     an amount equal to the Allocation Percentage of Finance Charge Collections
     for such Monthly Period, such sum to be calculated on a cash basis after
     subtracting an amount equal to the Investor Default Amount for such Monthly
     Period, and the denominator of which is the Average Collateral Amount for
     such Monthly Period.

          "Principal Collections Subaccount" is defined in the Indenture.
           --------------------------------                -------------

          "Principal Shortfall" means, with respect to the Series 2001-VFN
           -------------------
     Notes, on any Deposit Date during a Monthly Period:

          (a) if such Monthly Period falls in the Controlled Amortization
     Period, the excess of the applicable Controlled Distribution Amount over
     the Class A Principal Allocation for such Deposit Date and for each prior
     Deposit Date during such Monthly Period;

          (b) if such Monthly Period falls in the Rapid Amortization Period, the
     excess of the Class A Collateral Amount over the aggregate amount deposited

                                       10

<PAGE>

     into the Principal Collections Subaccount pursuant to Section 4.3(b)(ii)(z)
                                                           ---------------------
     for such Deposit Date and for each prior Deposit Date during such Monthly
     Period;

          (c) if such Monthly Period falls in a Limited Amortization Period, the
     excess of the applicable Limited Amortization Amount over the Class A
     Principal Allocation for such Deposit Date and for each prior Deposit Date
     during such Monthly Period; and

          (d) if such Monthly Period falls in the Revolving Period, the excess
     of any applicable Limited Amortization Amount over the aggregate amount
     deposited into the Principal Collections Subaccount pursuant to Section
                                                                     -------
     4.3(b)(ii)(x) for such Deposit Date and for each prior Deposit Date during
     -------------
     such Monthly Period.

          "Purchase Commitment Expiration Date" is defined in the Note Purchase
           -----------------------------------
     Agreement.

          "Purchase Commitments" is defined in the Note Purchase Agreement.
           --------------------

          "Rapid Amortization Period" means an Amortization Period commencing on
           -------------------------
     the Pay Out Commencement Date and ending on the earlier to occur of (a) the
     Trust Termination Date or (b) the Series Termination Date.

          "Rating Agency" means the rating agency or agencies providing ratings
           -------------
     for the Notes issued by any Conduit Purchaser.

          "Rating Agency Condition" means, with respect to any action or series
           -----------------------
     of related actions or proposed transactions in the Note Purchase Agreement,
     the Indenture or this Indenture Supplement, that the Rating Agency or
     Agencies for the respective Notes shall have notified the related Conduit
     Managing Agent that such action or series of related actions or the
     consummation of such proposed transaction or series of related transactions
     will not result in a reduction or withdrawal of the rating or ratings of
     the Class A Notes.

          "Reallocated Principal Collections" is defined in Section 4.10.
           ---------------------------------                ------------

          "Reallocated Principal Reserves" is defined in subsection
           ------------------------------                ----------
     4.3(b)(ii)(x).
     -------------

          "Reassignment Amount" means, for any Distribution Date, after giving
           -------------------
     effect to any deposits and distributions otherwise to be made on such
     Distribution Date, the sum of (i) the outstanding principal balance of the
     Series 2001-VFN Notes on such Distribution Date, plus (ii) Note Interest
     for such Distribution Date and any Note Interest previously due but not
     distributed to the Series 2001-VFN Noteholders plus (iii) fees and other
     amounts owing under the Note Purchase Agreement or Fee Letter.

                                       11

<PAGE>

          "Record Date" means, with respect to any Distribution Date, the close
           -----------
     of business on the last Business Day of the preceding month.

          "Required Conduit Managing Agents" is defined in the Note Purchase
           --------------------------------
     Agreement.

          "Required Excess Collateral Amount" means, as of any date of
           ---------------------------------
     determination, an amount that if equal to the Excess Collateral Amount on
     such date of determination would cause the Excess Collateral Amount
     Allocation Percentage to be equal to the Required Excess Collateral Amount
     Percentage on such date of determination.

          "Required Excess Collateral Amount Percentage" means, with respect to
           --------------------------------------------
     any date of determination, 15.00%; provided, that the Seller may reduce
                                        --------
     such percentage from time to time so long as (a) the Rating Agency
     Condition has been satisfied with respect to such reduction, (b) the Seller
     shall have obtained the prior written consent of the Administrative Agent
     and the Conduit Managing Agents, and (c) the Trustee and the Seller shall
     have received an opinion of Rooks, Pitts and Poust or other outside tax
     counsel to the effect that for federal income tax purposes such reduction
     will not cause (i) the outstanding Class A Notes to be characterized other
     than as indebtedness or an interest in a partnership or (ii) the Trust to
     be taxable as a corporation or a publicly traded partnership.

          "Reset Date" means each day that is: (a) the last day prior to the
           ----------
     Closing Date; (b) the last day in a Monthly Period; (c) a day on which
     Receivables in Additional Accounts are added to the Trust pursuant to
     Section 2.6(a) or (b) of the Transfer and Servicing Agreement; (d) a day on
     --------------    ---
     which Receivables in Removed Accounts are removed from the Trust pursuant
     to Section 2.7; (e) the last day prior to any day on which a Series is
        -----------
     issued; and (f) the last day prior to any day on which there is an increase
     in the invested amount of any outstanding Series of variable funding Notes.

          "Revolving Period" means the period from and including the Closing
           ----------------
     Date to and including the earlier of (a) the close of business on the
     Scheduled Pay Out Commencement Date or (b) the Pay Out Commencement Date;
     provided, however, that the Revolving Period will be temporarily suspended
     --------  -------
     for the duration of any Limited Amortization Period.

          "SCCMNT Indenture Supplement" is defined in the Note Purchase
           ---------------------------
     Agreement.

          "Scheduled Pay Out Commencement Date" is defined in the Note Purchase
           -----------------------------------
     Agreement.

                                       12

<PAGE>

          "Scheduled Series 2001-VFN Termination Date" means the Distribution
           ------------------------------------------
     Date which occurs in the Monthly Period occurring 44 months after the
     earlier to occur of the commencement of the Controlled Amortization Period
     or the Rapid Amortization Period.

          "Series 2001-VFN" means the Series of the First Consumers Credit Card
           ---------------
     Master Note Trust represented by the Series 2001-VFN Notes.

          "Series Pay Out Event" is defined in Section 6.1 of this Indenture
           --------------------                -----------
     Supplement.

          "Series Servicing Fee Percentage" means (a) at any time when FCNB is
           -------------------------------
     Servicer, two percent (2.00%) per annum or such lesser percentage as FCNB
                                   --- -----
     may from time to time designate by written notice to the Indenture Trustee
     and the Administrative Agent (which lesser percentage shall be based on a
     good faith determination by FCNB that such percentage will result in
     payment of a Servicing Fee with respect to Series 2001-VFN at least
     adequate to cover FCNB's estimated costs of servicing the portion of the
     Receivables allocable to Series 2001-VFN), and (b) at any other time, two
     percent (2.00%) per annum.
                     --- -----

          "Series Termination Date" means the earlier to occur of (a) the day
           -----------------------
     after the Distribution Date on which the Series 2001-VFN Notes are paid in
     full, or (b) the Scheduled Series 2001-VFN Termination Date.

          "Total Deficiency Amount" is defined in Section 4.5.
           -----------------------                -----------

          Section 2.2 Terms. Each capitalized term defined herein shall relate
                      -----
     to the Series 2001-VFN Notes and no other Series of Notes issued by the
     Trust, unless the context otherwise requires. All capitalized terms used
     herein and not otherwise defined herein have the meanings ascribed to them
     in the Indenture or the Transfer and Servicing Agreement. In the event that
     any term or provision contained herein shall conflict with or be
     inconsistent with any term or provision contained in the Indenture or the
     Transfer and Servicing Agreement, the terms and provisions of this
     Indenture Supplement shall govern.

          Section 2.3 Interpretive Rules. The interpretive rules specified in
                      ------------------
     Section 1.2 of the Indenture also apply to this Indenture Supplement. If
     -----------
     any term or provision contained herein shall conflict with or be
     inconsistent with any term or provision contained in the Indenture, the
     terms and provisions of this Indenture Supplement shall be controlling.

          Section 2.4 Calculations. The Series 2001-VFN Notes are replacing and
                      ------------
     refinancing the Series 1999-B Certificates issued by the FCMT Trust that
     had substantially similar economic terms. For any Monthly Period commencing
     prior to the Closing Date and the portion of the October 2001 Monthly
     Period falling

                                       13

<PAGE>

     prior to the Closing Date, "Base Rate", "Delinquency Amount", "Dilution",
     "Excess Spread Percentage" and any other related calculations shall be
     calculated in accordance with the Series 1999-B transaction documents for
     purposes of this document, and for purposes of calculations required by
     this Indenture Supplement, the "Collateral Amount" and "Allocation
     Percentage" on each day falling in the October 2001 Monthly Period and
     prior to the Closing Date shall be deemed to have equaled the "Investor
     Amount" and the "Investor Percentage," respectively, under the Series
     Supplement for that Series on that day.

          Section 2.5 Interchange. On or prior to each Determination Date,
                      -----------
     Seller shall notify the Servicer of the amount of Interchange to be
     included as Collections of Finance Charge Receivables allocable to the
     Series 2001-VFN Noteholders with respect to the preceding Monthly Period,
     which allocation shall equal the Allocation Percentage for Finance Charge
     Receivables for such preceding Monthly Period times the total amount of
     Interchange for such Monthly Period. On each Transfer Date, Seller shall
     pay to the Servicer, and the Servicer shall deposit into the Finance Charge
     Subaccount, in immediately available funds, the amount of Interchange to be
     so included as Collections of Finance Charge Receivables allocable to the
     Series 2001-VFN Notes with respect to the preceding Monthly Period. Seller
     hereby assigns, sets-over, conveys, pledges and grants a security interest
     and lien to the Indenture Trustee for the benefit of the Series 2001-VFN
     Noteholders in such Interchange and the proceeds of such Interchange, as
     set forth in this Section 2.2. To the extent that an Indenture Supplement
                       -----------
     for a Series, other than Series 2001-VFN, assigns, sets-over, conveys,
     pledges or grants a security interest in Interchange allocable to the
     Trust, all Notes of any such Series (except as otherwise specified in any
     such Indenture Supplement) and the Series 2001-VFN Notes shall rank pari
                                                                         ----
     passu and be equally and ratably entitled as provided herein to the
     -----
     benefits of such Interchange without preference or priority on account of
     the actual time or times of authentication and delivery, all in accordance
     with the terms and provisions of this Indenture Supplement and the other
     related Indenture Supplements.

                                   ARTICLE III

                OPTIONAL REDEMPTION OF NOTES; FINAL DISTRIBUTIONS

          Section 3.1 Optional Redemption. On any day occurring after the end of
                      -------------------
     the Revolving Period and on or after the date on which the outstanding
     principal balance of the Series 2001-VFN Notes is reduced to 5% or less of
     the highest outstanding principal balance of Series 2001-VFN Notes since
     the Closing Date, the Servicer shall have the option to redeem the Series
     2001-VFN Notes, at a purchase price equal to (i) if such day is a
     Distribution Date, the Reassignment Amount for such Distribution Date or
     (ii) if such day is not a Distribution Date, the Reassignment Amount for
     the Distribution Date following such day.

                                       14

<PAGE>

          (a) The Servicer shall give the Indenture Trustee at least thirty (30)
     days prior written notice of the date on which the Servicer intends to
     exercise such optional redemption. Not later than 12:00 noon, New York City
     time, on such day the Servicer shall deposit the Reassignment Amount into
     the Collection Account in immediately available funds. Such redemption
     option is subject to payment in full of the Reassignment Amount. Following
     such deposit into the Collection Account in accordance with the foregoing,
     the Collateral Amount for Series 2001-VFN shall be reduced to zero and the
     Series 2001-VFN Noteholders shall have no further security interest in the
     Receivables. The Reassignment Amount shall be distributed as set forth in
     Section 3.1(c).
     --------------

          (b) (i) The amount to be paid by the Seller with respect to Series
     2001-VFN in connection with a reassignment of Receivables to the Seller
     pursuant to Section 2.4(e) of the Transfer and Servicing Agreement shall
                 --------------
     equal the Reassignment Amount for the first Distribution Date following the
     Monthly Period in which the reassignment obligation arises under the
     Transfer and Servicing Agreement.

          (c) The amount to be paid by the Servicer with respect to Series 2001-
     VFN in connection with a repurchase of the Notes pursuant to Section 7.1 of
                                                                  -----------
     the Transfer and Servicing Agreement shall equal the Reassignment Amount
     for the Distribution Date of such repurchase.

          (d) With respect to the Reassignment Amount deposited into the
     Collection Account, the Indenture Trustee shall, in accordance with the
     written direction of the Servicer, not later than 12:00 noon, New York City
     time, on the related Distribution Date, make distributions of the following
     amounts (in the priority set forth below and, in each case, after giving
     effect to any deposits and distributions otherwise to be made on such date)
     in immediately available funds: (x) the Note Principal Balance on such
     Distribution Date will be distributed to the Paying Agent for payment to
     the Class A Noteholders and (y) an amount equal to the sum of (A) Monthly
     Interest for such Distribution Date, and (B) any Monthly Interest
     previously due but not distributed to the Class A Noteholders on a prior
     Distribution Date and (C) any fees or amounts due and owing under the Note
     Purchase Agreement or Fee Letter will be distributed to the parties to
     which each such item is owed.

          (e) Notwithstanding anything to the contrary in this Indenture
     Supplement, the Indenture or the Transfer and Servicing Agreement, all
     amounts distributed to the Paying Agent pursuant to this Section 3.1 for
                                                              -----------
     payment to the Series 2001-VFN Noteholders shall be deemed distributed in
     full to the Series 2001-VFN Noteholders on the date on which such funds are
     distributed to the Paying Agent pursuant to this Section 3.1 and shall be
                                                      -----------
     deemed to be a final distribution pursuant to Section 11.2 of the
                                                   ------------
     Indenture.

                                       15

<PAGE>

          (f) On the Series 2001-VFN Final Maturity Date, the right of the
     Series 2001-VFN Noteholders to receive payments from the Issuer will be
     limited solely to the right to receive payments pursuant to Section 5.5 of
                                                                 -----------
     the Indenture.

          Section 3.2 Delivery and Payment for the Series 2001-VFN Notes. The
                      --------------------------------------------------
     Indenture Trustee shall deliver the initial Series 2001-VFN Notes on the
     Closing Date when authenticated in accordance with Section 2.3 of the
                                                        -----------
     Indenture. In addition, from time to time, within five Business Days of
     receipt of written instructions from the Seller, the Indenture Trustee
     shall authenticate and deliver additional Series 2001-VFN Notes to the
     Conduit Managing Agent for any additional Ownership Group.

          Section 3.3 Private Placement of Class A Notes; Form of Delivery of
                      -------------------------------------------------------
     Series 2001-VFN Notes.
     ---------------------

          (a) The Class A Notes have not been registered under the Securities
     Act of 1933, as amended, (the "Securities Act"), or any state securities
                                    --------------
     law. No transfer of any Class A Note shall be made except in accordance
     with the terms of the Note Purchase Agreement and either (i) pursuant to an
     effective registration under the Securities Act and applicable state
     securities or "blue sky" laws or (ii) in a transaction exempt from the
     registration requirements of the Securities Act and applicable state
     securities or "blue sky" laws, to (A) a person who the transferor
                    --------
     reasonably believes is a Qualified Institutional Buyer within the meaning
     thereof in Rule 144A under the Securities Act that is aware that the resale
     or other transfer is being made in reliance on Rule 144A, (2) a person who
     is an accredited investor as defined in Rule 501(a) under the Securities
     Act or (3) an institution which has such knowledge and experience in
     financial and business matters as to be capable of evaluating the merits
     and risks of the investment therein. The Class A Notes shall bear a legend
     to the effect set forth in Exhibit A. None of the Seller, the Transfer
                                ---------
     Agent and Registrar or the Indenture Trustee is obligated to register the
     Class A Notes under the Securities Act or any other securities or "blue
     sky" law or to take any other action not otherwise required under this
     Indenture Supplement or the Indenture to permit the transfer of Class A
     Notes without registration or as described above.

          (b) The Series 2001-VFN Notes shall not be delivered as Book-Entry
     Notes. The Series 2001-VFN Notes shall be delivered as Registered Notes as
     provided in Section 6.1 of the Indenture. The Class A Notes shall be
                 -----------
     substantially in the form of Exhibit A.
                                  ---------

                                       16

<PAGE>

                                   ARTICLE IV

                           RIGHTS OF NOTEHOLDERS AND
                   ALLOCATION AND APPLICATION OF COLLECTIONS

          Section 4.1 [Reserved]
                       --------

          Section 4.2 [Reserved]
                       --------

          Section 4.3 Allocations.
                      -----------

          (a) Allocations. Finance Charge Collections, Principal Collections and
              -----------
     Defaulted Receivables allocated to Series 2001-VFN pursuant to Article VIII
                                                                    ------------
     of the Indenture shall be allocated and distributed as set forth in this
     Article.

          (b) Allocations to the Series 2001-VFN Noteholders. The Servicer
              ----------------------------------------------
     shall, prior to the close of business on any Deposit Date, allocate to the
     Series 2001-VFN Noteholders the following amounts as set forth below:

          (c) Allocation of Finance Charge Collections. The Servicer shall
              ----------------------------------------
     allocate to the Series 2001-VFN Noteholders and transfer to the Finance
     Charge Subaccount for application as provided herein an amount equal to the
     product of (A) the Allocation Percentage on the Deposit Date of such
     Collections and (B) the aggregate amount of Finance Charge Collections for
     such Deposit Date; provided, however, that with respect to each Monthly
                        --------  -------
     Period falling in the Revolving Period or the Controlled Amortization
     Period, such amount shall be deposited in the Collection Account and
     allocated to the Finance Charge Subaccount only until such time as the
     amount retained in the Collection Account and allocated to the Finance
     Charge Subaccount pursuant to this Section equals the sum of (1) the
     aggregate amount of Note Interest with respect to the Distribution Date in
     the immediately succeeding Monthly Period (such amount to be estimated by
     the Servicer in good faith after consultation with the Administrative
     Agent), (2) at any time that FCNB is not the Servicer, the Investor Monthly
     Servicing Fee payable on the Transfer Date in the immediately succeeding
     Monthly Period and all accrued and unpaid Investor Monthly Servicing Fees
     with respect to prior Monthly Periods and (3) the Default Estimate for that
     Monthly Period; provided further, however, that notwithstanding the
                     -------- -------  -------
     foregoing proviso, (1) the entire Allocation Percentage of Finance Charge
               -------
     Collections shall be deposited in the Collection Account and allocated to
     the Finance Charge Subaccount on a daily basis if the Excess Spread
     Percentage for the preceding Monthly Period is less than 3.00% and (2)
     subject to Section 8.4(a) of the Indenture, on each Determination Date, the
                --------------
     Servicer shall deposit in the Finance Charge Subaccount any amounts not
     retained on a daily basis pursuant to the preceding proviso. Any portion of
                                                         -------
     such allocation not required to be transferred to the Finance Charge
     Subaccount pursuant to the preceding sentence shall be (x) first, deposited
     in the

                                       17

<PAGE>

     Excess Funding Account to the extent that the Seller Amount is less than
     the Minimum Seller Amount and (y) thereafter paid to the holders of the
     Seller Interest.

          (d) Allocations of Principal Collections. The Servicer shall allocate
              ------------------------------------
     to the Series 2001-VFN Noteholders the following amounts as set forth
     below:

                    (x) Allocations During the Revolving Period. During the
                        ---------------------------------------
               Revolving Period an amount equal to the product of the Allocation
               Percentage and the aggregate amount of Principal Collections
               deposited in the Collection Account on such Deposit Date, shall
               be allocated to the Series 2001-VFN Noteholders and transferred
               to the Principal Collections Subaccount for application as
               Reallocated Principal Collections on the related Distribution
               Date pursuant to Section 4.10(a) (all such amounts retained in
                                ---------------
               the Collection Account for application as Reallocated Principal
               Collections pursuant to this subsection 4.3(b)(ii)(x) being
                                            ------------------------
               hereinafter referred to as "Reallocated Principal Reserves");
                                           ------------------------------
               provided, however, that if the sum of (i) such Reallocated
               --------  -------
               Principal Reserves for any Deposit Date, (ii) all Reallocated
               Principal Reserves previously deposited in the Principal
               Collections Subaccount pursuant to this subsection 4.3(b)(ii)(x)
                                                       ------------------------
               on Deposit Dates occurring during the same Monthly Period and
               (iii) the aggregate amount of Finance Charge Collections
               deposited in the Finance Charge Subaccount pursuant to subsection
                                                                      ----------
               4.3(b)(i) on Deposit Dates occurring in the same Monthly Period,
               ---------
               exceeds the Maximum Reallocated Principal Reserves Amount for
               such Monthly Period, then such excess shall not be treated as
               Reallocated Principal Reserves and shall be (A) first, if any
               other Principal Sharing Series is outstanding and in its
               amortization period or accumulation period, retained in the
               Collection Account for application, to the extent necessary, as
               Shared Principal Collections to other Principal Sharing Series on
               the related Distribution Date, (B) second deposited in the Excess
               Funding Account to the extent necessary so that the Seller Amount
               is not less than the Minimum Seller Amount, and (C) third paid to
               the holders of the Seller Interest.

                    (y) Allocations During the Controlled Amortization Period
                        -----------------------------------------------------
               and any Limited Amortization Period. During the Controlled
               -----------------------------------
               Amortization Period and any Limited Amortization Period, an
               amount equal to the product of (I) the Allocation Percentage and
               (II) the aggregate amount of Principal Collections deposited in
               the Collection Account on such Deposit Date (the

                                       18

<PAGE>

               product for any such date is hereinafter referred to as a
               "Percentage Allocation") shall be allocated to the Series
                ---------------------
               2001-VFN Noteholders and transferred to the Principal Collections
               Subaccount; provided, however, that if the sum of such Percentage
                           --------  -------
               Allocation and all preceding Percentage Allocations with respect
               to the same Monthly Period exceeds (1) the Controlled
               Distribution Amount during the Controlled Amortization Period and
               (2) the Limited Amortization Amount during a Limited Amortization
               Period, in each case for the related Distribution Date, then such
               excess shall not be treated as a Percentage Allocation and shall
               be (A) first, if any other Principal Sharing Series is
               outstanding and in its amortization period or accumulation
               period, transferred to the Principal Collections Subaccount for
               application, to the extent necessary, as Shared Principal
               Collections to other Principal Sharing Series on the related
               Distribution Date, (B) second deposited in the Excess Funding
               Account to the extent necessary so that the Seller Amount is not
               less than the Minimum Seller Amount, and (C) third paid to the
               holders of the Seller Interest.

                    (z) Allocations During the Rapid Amortization Period. During
                        ------------------------------------------------
               the Rapid Amortization Period, an amount equal to the product of
               (I) the Allocation Percentage and (II) the aggregate amount of
               Principal Collections deposited in the Collection Account on such
               Deposit Date shall be allocated to the Series 2001-VFN
               Noteholders and transferred to the Principal Collections
               Subaccount; provided, however, that after the date on which an
                           --------  -------
               amount of such Collections equal to the Note Principal Balance
               has been deposited into the Collection Account and allocated to
               the Series 2001-VFN Noteholders, such amount shall be (A) first,
               if any other Principal Sharing Series is outstanding and in its
               amortization period or accumulation period, transferred to the
               Principal Collections Subaccount for application, to the extent
               necessary, as Shared Principal Collections to other Principal
               Sharing Series on the related Distribution Date, (B) second
               deposited in the Excess Funding Account to the extent necessary
               so that the Seller Amount is not less than the Minimum Seller
               Amount, and (C) third paid to the holders of the Seller Interest.

          (e) Monthly Allocations During the Revolving Period, Limited
              --------------------------------------------------------
     Amortization Period and Controlled Amortization Period. Prior to the
     ------------------------------------------------------
     commencement of the Rapid Amortization Period, on each Determination Date
     with respect to a Monthly Period, the Servicer shall deposit in the
     Collection Account and allocate to the Finance Charge Subaccount an amount
     equal to the excess, if any, of the aggregate amount of Collections that
     would have been

                                       19

<PAGE>

     deposited in the Collection Account and allocated to the Finance Charge
     Subaccount pursuant to Section 4.3(b)(i) but for the proviso thereto, over
                            -----------------             -------          ----
     the aggregate amount of Collections that were deposited in the Collection
     Account and allocated to the Finance Charge Subaccount pursuant to Section
                                                                        -------
     4.3(b)(i) during such Monthly Period (the "Monthly Finance Charge
     ---------                                  ----------------------
     Allocation"); provided, however, that so long as FCNB is the Servicer and
     ----------    --------  -------
     is affiliated with the holders of the Seller Interest, FCNB, as Servicer
     and as agent for the holders of the Seller Interest, may make a net deposit
     to the Collection Account on each Determination Date in an amount equal to
     the Monthly Finance Charge Allocation, minus all amounts payable or
     distributable to FCNB, as Servicer, or the holders of the Seller Interest
     pursuant to Section 4.5 on the related Transfer Date.
                 -----------

          Section 4.4 Defaulted Accounts. On each Determination Date, the
                      ------------------
     Servicer shall calculate the Investor Default Amount for the preceding
     Monthly Period and the Total Deficiency Amount for the related Distribution
     Date. If on such date the Total Deficiency Amount exceeds zero (such
     deficiency, the "Shortfall"), the Excess Collateral Amount (after being
                      ---------
     reduced by any Excess Collateral Amount Reallocated Amounts) will be
     reduced by the lesser of (a) the Investor Default Amount for the preceding
     Monthly Period and (b) such Shortfall (a "Excess Collateral Amount Investor
                                               ---------------------------------
     Charge Off"). In the event that such reduction would cause the Excess
     ----------
     Collateral Amount to be a negative number, the Excess Collateral Amount
     shall be reduced to zero, and the Class A Collateral Amount will be reduced
     by an amount equal to the excess of such reduction over the Excess
     Collateral Amount prior to such reduction (a "Class A Investor Charge Off")
                                                   ---------------------------

          Section 4.5 Monthly Payments. On each Determination Date, the
                      ----------------
     Servicer, pursuant to a Monthly Payment Instructions and Notification
     substantially in the form of Exhibit B to this Indenture Supplement, shall
                                  ---------
     instruct the Indenture Trustee in writing to withdraw, and on the
     succeeding Transfer Date the Indenture Trustee acting in accordance with
     such written instructions shall withdraw, the amounts required to be
     withdrawn from the Finance Charge Subaccount pursuant to Sections 4.5(a),
                                                              --------------
     (b), (c), (d), (e), and (f) and the amounts required to be withdrawn from
     ---  ---  ---  ---      ---
     the Principal Collection Subaccount pursuant to Section 4.10; provided that
                                                     ------------  --------
     the Servicer may amend the form of Exhibit B from time to time, with the
                                        ---------
     prior written consent of the Indenture Trustee. On each Determination Date,
     the Servicer shall also determine the amount (the "Total Deficiency
                                                        ----------------
     Amount"), if any, by which the sum of (a) Note Interest for the following
     -------
     Distribution Date, plus (b) the Investor Monthly Servicing Fee accrued in
     respect of the preceding Monthly Period and any unpaid Monthly Servicing
     Fees from prior Monthly Periods, plus (c) the Investor Default Amount, if
     any, for the preceding Monthly Period, exceeds the aggregate of (i) amounts
     allocated to the Finance Charge Subaccount in respect of the preceding
     Monthly Period, (ii)

                                       20

<PAGE>

     any amounts deposited or to be deposited in the Finance Charge Subaccount
     for the preceding Monthly Period, with respect to the portion of Ineligible
     Receivables constituting Finance Charge Receivables reassigned pursuant to
     Section 2.4(d) of the Indenture, (iii) any amounts deposited or to be
     -------------
     deposited in the Finance Charge Subaccount for the preceding Monthly
     Period, with respect to Investor Net Recoveries, and (iv) any amounts
     allocable to the Series 2001-VFN Notes in respect of Shared Finance Charge
     Collections in respect of the preceding Monthly Period (such sum, the
     "Monthly Period Finance Charge Subaccount Allocation").
      ---------------------------------------------------

          (a) Note Interest. On each Transfer Date, the Indenture Trustee,
              -------------
     acting in accordance with written instructions from the Servicer, shall
     withdraw from the Finance Charge Subaccount an amount equal to the Monthly
     Period Finance Charge Subaccount Allocation, to the extent necessary to pay
     the Note Interest for the related Distribution Date.

          (b) Servicing Fee. On each Transfer Date, the Indenture Trustee,
              -------------
     acting in accordance with written instructions from the Servicer, shall
     withdraw from the Finance Charge Subaccount an amount equal to the lesser
     of (i) the Monthly Period Finance Charge Subaccount Allocation less any
     amounts withdrawn from the Finance Charge Subaccount pursuant to Section
                                                                      -------
     4.5(a) and (ii) the Investor Monthly Servicing Fee accrued in respect of
     -----
     the preceding Monthly Period plus all accrued and unpaid Investor Monthly
     Servicing Fees in respect of previous Monthly Periods, and the Indenture
     Trustee shall in accordance with such written instructions pay such amount
     to the Servicer.

          (c) Defaults. On each Transfer Date, the Indenture Trustee, acting in
              --------
     accordance with written instructions from the Servicer, shall withdraw from
     the Finance Charge Subaccount an amount equal to the lesser of (i) the
     Monthly Period Finance Charge Subaccount Allocation less any amounts
     withdrawn from the Finance Charge Subaccount pursuant to Sections 4.5(a)
                                                              --------------
     and (b) and (ii) the Investor Default Amount, if any, for the preceding
         ---
     Monthly Period, and the Indenture Trustee shall in accordance with such
     written instructions (A) during the Revolving Period, apply such amount in
     accordance with Section 4.3(b)(ii)(x), (B) during the Controlled
                     --------------------
     Amortization Period or any Limited Amortization Period, deposit such amount
     in accordance with Section 4.3(b)(ii)(y) and (C) during the Rapid
                        --------------------
     Amortization Period, deposit such amount in accordance with Section
                                                                 -------
     4.3(b)(ii)(z) in each case as if such amounts were Collections of Principal
     ------------
     Receivables allocable to the Series 2001-VFN Notes received during the
     Monthly Period related to such Transfer Date.

          (d) Reimbursement of Investor Charge Offs and Excess Collateral Amount
              ------------------------------------------------------------------
     Reallocated Amounts. On each Transfer Date, the Indenture Trustee, acting
     -------------------
     in accordance with written instructions of the Servicer, shall withdraw
     from

                                       21

<PAGE>

     the Finance Charge Subaccount an amount equal to the lesser of (i) the
     Monthly Period Finance Charge Subaccount Allocation less any amounts
     withdrawn from the Finance Charge Subaccount pursuant to Sections 4.5(a),
                                                              --------------
     (b) and (c) and (ii) an amount equal to the aggregate amount of Investor
     ---     ---
     Charge Offs, if any, Excess Collateral Amount Reallocated Amounts which
     have not theretofore been reimbursed pursuant to this Section 4.5(d), if
                                                           -------------
     any, and shall in accordance with such written instructions (A) during the
     Revolving Period, apply such amount in accordance with Section
                                                            -------
     4.3(b)(ii)(x), (B) during the Controlled Amortization Period or any Limited
     ------------
     Amortization Period, deposit such amounts in accordance with Section
                                                                  -------
     4.3(b)(ii)(y) and (C) during the Rapid Amortization Period, deposit such
     ------------
     amounts in accordance with Section 4.3(b)(ii)(z) in each case, as if such
                                -------------
     amounts were Collections of Principal Receivables allocable to the Series
     2001-VFN Notes received during the Monthly Period related to such Transfer
     Date. On the date of any such reimbursement, the Collateral Amount shall be
     increased by the amount of such reimbursement of Investor Charge Offs and
     Excess Collateral Amount Reallocated Amounts.

          Reimbursements pursuant to this Section 4.5(d) shall be applied first
                                          -------------                   -----
     to reimburse the Class A Notes for Class A Investor Charge Offs, second, to
                                                                      ------
     the extent amounts are available following the reimbursement of the Class A
     Notes, to reimburse the Excess Collateral Amount for Excess Collateral
     Amount Reallocated Amounts and third, to the extent amounts are available
                                    -----
     following the reimbursement of the Excess Collateral Amount for Excess
     Collateral Amount Reallocated Amounts, to reimburse the Excess Collateral
     Amount for Excess Collateral Amount Investor Charge Offs.

          (e) Funding Costs. On each Transfer Date, the Indenture Trustee,
              -------------
     acting in accordance with written instructions from the Servicer, shall
     withdraw from the Finance Charge Subaccount an amount equal to the lesser
     of (i) the Monthly Period Finance Charge Subaccount Allocation, and (ii)
     the aggregate amount of Funding Costs owed to any Class A Noteholder and
     deposit the same into the Collection Account.

          (f) Excess Spread. On each Transfer Date, the Indenture Trustee,
              -------------
     acting in accordance with written instructions from the Servicer, shall
     withdraw from the Finance Charge Subaccount and deposit to the Collection
     Account an amount equal to excess, if any, of (i) the Monthly Period
     Finance Charge Subaccount Allocation, over (ii) all amounts withdrawn from
     the Finance Charge Subaccount pursuant to Sections 4.5(a), (b), (c), (d)
                                               --------------   ---  ---  ---
     and (e) (such excess, the "Excess Spread").
         ---                    -------------

          Section 4.6 Payment of Note Interest. On each Distribution Date, the
                      ------------------------
     Paying Agent shall pay in accordance with Section 5.1: (a) to each Conduit
                                               -----------
     Managing Agent from amounts available for that purpose pursuant to

                                       22

<PAGE>

     Section 4.5(a) in respect of the Class A Notes on the related Transfer Date
     -------------
     an amount equal to the Class Note Interest for the related Ownership Group
     for the Accrual Period ending on that Distribution Date; and (b) to the
     Excess Collateral Amount Holders from amounts available for that purpose
     pursuant to Section 4.5(f) on the related Transfer Date. If the amount of
                 -------------
     funds available for that purpose pursuant to Section 4.5(a) is less than
                                                  -------------
     the Note Interest for the Accrual Period ending on that Distribution Date,
     then the distribution pursuant to clause (a) above shall be made to the
                                       ---------
     Conduit Managing Agents pro rata based upon the Class Note Interest for
     their respective Ownership Groups.

          Section 4.7 Payment of Note Principal.
                      -------------------------

          (a) (i) On any Determination Date with respect to the Revolving Period
     following five (5) Business Days' prior written notification by the Seller
     to the Administrative Agent, and (ii) on the Determination Date in the
     calendar month following the Monthly Period in which an Amortization Period
     commences and on each Determination Date thereafter until the end of such
     Amortization Period, the Servicer shall instruct the Indenture Trustee in
     writing to withdraw, and on the next succeeding Transfer Date the Indenture
     Trustee shall, subject to the following paragraph, withdraw, from the
     Principal Collections Subaccount (A) the amount deposited in the Principal
     Collection Subaccount pursuant to Section 4.3(b)(ii)(x) (or such lesser
                                       --------------------
     amount as may be specified in the notification referred to above),
     4.3(b)(ii)(y) or 4.3(b)(ii)(z) during the preceding Monthly Period, (B) any
     ------------     ------------
     Shared Principal Collections from other Series allocated to the Series
     2001-VFN Notes including funds in the Excess Funding Account that are
     treated as Shared Principal Collections pursuant to Section 8.5 of the
                                                         -----------
     Indenture, and (C) the amount to be deposited in the Principal Collection
     Subaccount on such Transfer Date pursuant to Section 4.5(c) or 4.5(d) in
                                                  -------------     -----
     each case after giving effect to any reallocation of Collections pursuant
     to Section 4.10.
        ------------

          On the Determination Date preceding the final Transfer Date, the
     Servicer shall determine the amounts to be deposited pursuant to this
     sentence and on the final Transfer Date: (x) the Servicer shall, or shall
     instruct the Indenture Trustee in writing to, and the Indenture Trustee
     shall, withdraw from the Principal Collection Subaccount an amount which is
     no greater than the Collateral Amount as of the end of the day on the
     preceding Record Date; and (y) the Servicer shall, or shall instruct the
     Indenture Trustee in writing to, and the Indenture Trustee shall, withdraw
     from the Principal Collection Subaccount for allocation as Collections of
     Principal Receivables pursuant to Article IV, the amount, if any, remaining
                                       ----------
     in the Principal Collection Subaccount after giving effect to the
     withdrawals made pursuant to clause (x).
                                  ---------

          (b) On each Distribution Date occurring after a deposit is made
     pursuant to Section 4.7(a) of this Indenture Supplement, the Paying Agent
                 -------------
     shall pay in

                                       23

<PAGE>

     accordance with Section 5.1 of the Indenture, (A) to the Conduit Managing
                     -----------
     Agents (pro rata based upon the portions of the Class A Collateral Amount
     held by their respective Ownership Groups) from the Collection Account the
     lesser of (1) the amount available for this purpose pursuant to Section
                                                                     -------
     4.7(a) of this Indenture Supplement on the related Transfer Date and (2)
     ------
     the Class A Collateral Amount on such date (provided that during any
                                                 --------
     Non-Renewal Amortization Period, the amount so withdrawn shall be paid only
     to the Conduit Managing Agents for Non-Renewing Ownership Groups (pro rata
     based upon the portions of the Class A Collateral Amount held by their
     respective Ownership Groups) and shall be limited to the aggregate portion
     of the Class A Collateral Amount held by their respective Ownership
     Groups), and (B) to the Excess Collateral Amount Holders from the
     Collection Account the lesser of (1) the amount available for this purpose
     pursuant to Section 4.7(a) of this Indenture Supplement on the related
                 --------------
     Transfer Date less any amounts withdrawn from the Collection Account
     pursuant to clause (A) of this Section 4.7(b)(i) and (2) the Excess
                 ----------         -----------------
     Collateral Amount on such date.

          (c) On each Determination Date in respect of any Monthly Period in
     respect of which amounts have been deposited in the Principal Collections
     Subaccount pursuant to Section 4.8(b), the Servicer shall instruct the
                            --------------
     Indenture Trustee in writing to withdraw, and on the next succeeding
     Transfer Date the Indenture Trustee shall withdraw, from the Principal
     Collections Subaccount the amount deposited in the Principal Collection
     Subaccount pursuant to Section 4.8(b) during the preceding Monthly Period.
                            --------------
     On each Distribution Date occurring after a deposit is made pursuant to
     this Section 4.7(c), the Paying Agent shall pay in accordance with Section
          --------------                                                -------
     5.1 of the Indenture, to the Excess Collateral Amount Holders from the
     ---
     Collection Account the amount deposited into the Collection Account
     pursuant to this Section 4.7(c) on the related Transfer Date.
                      --------------

          Section 4.8 Increase and Decrease of Excess Collateral Amount. (a)
                      -------------------------------------------------
     Whenever an Enhancement Increase Condition exists and the Excess Collateral
     Amount Allocation Percentage is less than the Required Excess Collateral
     Amount Percentage, the Seller shall increase the Excess Collateral Amount
     by the applicable Enhancement Increase Amount. Such increase shall be
     effected by reducing the Seller Amount, if any, by the lesser of such
     Enhancement Increase Amount and the amount, if any, by which the Seller
     Amount exceeds the Minimum Seller Amount immediately prior to such increase
     and by reallocating such amount to the Excess Collateral Amount. If, after
     giving effect to the preceding sentence, the Excess Collateral Amount
     Allocation Percentage is less than the Required Excess Collateral Amount
     Percentage the Seller shall immediately make a deposit in the Excess
     Funding Account in immediately available funds in the amount necessary to
     cure such deficiency. Concurrently with the decrease in the Seller Amount
     and any required deposit to the Excess Funding Account, the Excess
     Collateral Amount shall be increased by the

                                       24

<PAGE>

     aggregate amount of such decrease and of such deposit. If the Seller makes
     a deposit to the Excess Funding Account as described above, and the balance
     on deposit in the Excess Funding Account as a result of such deposit
     exceeds 20% of the Portfolio Sub-Limit and is not reduced below that level
     for a period of 60 consecutive days, then the Seller shall give notice
     commencing a Limited Amortization Period with a Limited Amortization Amount
     of not less than the balance on deposit on the Excess Funding Account at
     the time such notice is given.

          (b) Unless the Pay Out Commencement Date shall have occurred, on any
     Distribution Date when the Excess Collateral Amount Allocation Percentage
     exceeds the Required Excess Collateral Amount Percentage (giving effect to
     any permitted reduction thereof), the Servicer shall allocate to the Excess
     Collateral Amount Holders from the Principal Collections Subaccount an
     amount equal to the lesser of (i) the excess of the amount of Collections
     of Principal Receivables allocated to the Principal Collections Subaccount
     pursuant to Section 4.3(b)(ii) over the amount of Excess Collateral Amount
                 ------------------
     Reallocated Amounts with respect to such Distribution Date and (ii) the
     amount that when subtracted from the Excess Collateral Amount (after giving
     effect to amounts previously allocated from the Principal Collections
     Subaccount pursuant to this Section 4.8(b)) will cause the Excess
                                 --------------
     Collateral Amount Allocation Percentage to equal the Required Excess
     Collateral Amount Percentage; provided, however, that in no event shall the
                                   --------  -------
     Excess Collateral Amount be reduced below 3 percent of the result of (x)
     the Portfolio Sub-limit (as defined in the Note Purchase Agreement),
     divided by (y) one minus the Required Excess Collateral Amount Percentage.

          Section 4.9 Seller's or Servicer's Failure to Make a Deposit or
                      ---------------------------------------------------
     Payment. If the Servicer or Seller fails to make, or give instructions to
     -------
     make, any payment or deposit (other than as required by Section 2.4(d),
                                                             --------------
     2.4(e), 8.4, 9.2 or 12.2 of the Indenture) required to be made or given by
     ------  ---  ---    ----
     the Servicer or Seller, respectively, at the time specified in the
     Indenture (including applicable grace periods), the Indenture Trustee shall
     make such payment or deposit from the applicable Series Account or from
     amounts otherwise owing to the Seller or the Servicer pursuant hereto
     without instruction from the Servicer or Seller. The Indenture Trustee
     shall be required to make any such payment, deposit or withdrawal hereunder
     only to the extent that the Indenture Trustee has sufficient information to
     allow it to determine the amount thereof. The Servicer shall, upon request
     of the Indenture Trustee, promptly provide the Indenture Trustee with all
     information necessary to allow the Indenture Trustee to make such payment,
     deposit or withdrawal. Such funds or the proceeds of such withdrawal shall
     be applied by the Indenture Trustee in the manner in which such payment or
     deposit should have been made by Seller or the Servicer, as the case may
     be.

                                       25

<PAGE>

          Section 4.10 Reallocated Principal Collections. (a) The Servicer shall
                       ---------------------------------
     apply or shall direct the Indenture Trustee in writing to apply on each
     Distribution Date the Collections in respect of the preceding Monthly
     Period allocated pursuant to Section 4.3(b)(ii)(x), 4.3(b)(ii)(y) or
                                  ---------------------  -------------
     4.3(b)(ii)(z) equal to the lesser of (a) the Excess Collateral Amount
     -------------
     Percentage of such amounts allocated pursuant to Section 4.3(b)(ii)(x),
                                                      ---------------------
     4.3(b)(ii)(y) or Section 4.3(b)(ii)(z) and (b) the Total Deficiency Amount
     -------------    ---------------------     ---
     for such Distribution Date (such amounts applied, the "Excess Collateral
                                                            -----------------
     Amount Reallocated Amounts") to pay the amounts specified in Sections
     --------------------------                                   --------
     4.5(a), (b) and (c) in the order of priority specified in Section 4.5. On
     ------  ---     ---                                       -----------
     each Distribution Date with respect to the Revolving Period, the Limited
     Amortization Period or the Controlled Amortization Period, the Servicer
     shall (or shall direct the Indenture Trustee in writing to) withdraw from
     the Principal Collections Subaccount and pay to the holder of the Seller
     Interest an amount equal to the excess of (i) the Collections in respect of
     the preceding Monthly Period allocated pursuant to Section 4.3(b)(ii) over
                                                        -----------------------
     (ii) the sum of (A) the amount of Excess Collateral Amount Reallocated
     Amounts and (B) the amount allocated to the C Excess Collateral Amount
     Holders pursuant to Section 4.8(b).
                         --------------

          (a) On any Deposit Date on which the sum of (i) all Reallocated
     Principal Reserves previously deposited in the Principal Collections
     Subaccount pursuant to subsection 4.3(b)(ii)(x) on Deposit Dates occurring
                            ------------------------
     in the same Monthly Period, plus (ii) the aggregate amount of Finance
     Charge Collections deposited in the Finance Charge Subaccount pursuant to
     subsection 4.3(b)(i) on Deposit Dates occurring in the same Monthly Period,
     --------------------
     exceeds the Maximum Reallocated Principal Reserves Amount, then the
     Servicer shall allocate, or cause the Indenture Trustee to allocate,
     Reallocated Principal Reserves in the amount of such excess, first, if any
     other Principal Sharing Series is outstanding and in its accumulation
     period or amortization period, to be retained in the Collection Account for
     application, to the extent necessary, as Shared Principal Collections to
     other Principal Sharing Series on the related Distribution Date, second to
     be deposited in the Excess Funding Account to the extent necessary so that
     the Seller Amount is not less than the Minimum Seller Amount and third to
     be paid to the holders of the Seller Interest.

          Section 4.11 Class A Increases. Subject to the satisfaction of the
                       -----------------
     Class A Increase Conditions, and subject to the terms and conditions of the
     Indenture, this Indenture Supplement and the Note Purchase Agreement, the
     Seller may, during the Revolving Period, request an increase in the
     outstanding principal balance of the Class A Notes to an amount not to
     exceed the Maximum Class A Collateral Amount (any such increase being
     referred to herein as a "Class A Increase" and the amount of such increase
                              ----------------
     as the "Class A Increase Amount") in the manner specified in the Note
             -----------------------
     Purchase Agreement.

                                       26

<PAGE>

          Section 4.12 Notice of Note Rate. On or prior to each Determination
                       -------------------
     Date and each Transfer Date, each Conduit Managing Agent shall during the
     Revolving Period provide the Servicer with certain information relating to
     the Class Note Interest (as defined in the Note Purchase Agreement)
     pursuant to Section 2.6 of the Note Purchase Agreement.
                 -----------

          Section 4.13 Suspension of the Revolving Period. The Seller may from
                       ----------------------------------
      time to time at its sole discretion and without the consent of any Series
     2001-VFN Noteholder or any other Person, unless a Trust Pay Out Event or a
     Series Pay Out Event shall have occurred prior thereto, suspend the
     Revolving Period and cause a Limited Amortization Period to commence for
     one or more Monthly Periods by delivering to the Servicer, the Indenture
     Trustee and the Administrative Agent, a written notice at least five days
     prior to the first day of the Monthly Period in which such Limited
     Amortization Period is scheduled to commence, which notice shall specify
     the Limited Amortization Amount for such Limited Amortization Period and
     the number of Monthly Periods in such Limited Amortization Period;
     provided, however, that any Limited Amortization Amount shall be in an
     --------  -------
     amount of not less than $1,000,000 per Conduit Purchaser; provided further
                                                               -------- -------
     that the Seller may not cause a Limited Amortization Period to commence
     unless, in the reasonable belief of the Seller, such Limited Amortization
     Period would not result in the occurrence of a Trust Pay Out Event or a
     Series Pay Out Event.

          During the Revolving Period, the Seller may also, subject to providing
     the prior written notification referred to in clause (x) of Section 4.7(a),
                                                   ----------    --------------
     from time to time cause a Limited Amortization Amount to be distributed to
     the Class A Noteholders on any Distribution Date from funds deposited for
     that purpose pursuant to Section 4.3(b)(ii), provided, that (a) except as
                              ------------------  -------
     permitted by the following clause (b), any such Limited Amortization Amount
                                ----------
     shall be in an amount of not less than $1,000,000 per Conduit Purchaser,
     (b) the Limited Amortization Amount may be less than $1,000,000 per Conduit
     Purchaser if the aggregate amount available in the Principal Collections
     Subaccount to pay such Limited Amortization Amount is less than $1,000,000
     per Conduit Purchaser and the Seller Amount would be less than zero if the
     Limited Amortization Amount is not distributed and (c) when a Limited
     Amortization Amount of less than $1,000,000 per Conduit Purchaser is
     permitted by clause (b), the Limited Amortization Amount shall nevertheless
                  ----------
     be in an amount that is an integral multiple of $500,000 unless the
     aggregate amount available in the Principal Collections Subaccount to pay
     such Limited Amortization Amount is less than the lowest integral multiple
     of $500,000 that is greater than or equal to the amount by which the Seller
     Amount is less than the Minimum Seller Amount.

          In addition, the Seller may from time to time cause the Class A Notes
     to be repaid in full or in part from the proceeds of issuance of another
     Series of Notes, provided that (i) the Administrative Agent shall receive
                      --------
     not less than five

                                       27

<PAGE>

     Business Days' prior written notice of any such prepayment, and (ii)
     together with any such prepayment, the Seller shall be required to pay Note
     Interest accrued on the prepaid amount through the date of prepayment, plus
     any Breakage Payment resulting from such prepayment.

          Section 4.14 Maximum Class A Collateral Amount. The Class A Notes will
                       ---------------------------------
     have a maximum aggregate principal amount equal to the Portfolio Sub-Limit
     (as defined in the Note Purchase Agreement) (the "Maximum Class A
                                                       ---------------
     Collateral Amount"), which represents the maximum Class A Collateral Amount
     -----------------
     pursuant to this Indenture Supplement. The Class A Collateral Amount shall
     at no time exceed the Maximum Class A Collateral Amount.

          Section 4.15 Shared Principal Collections. Subject to Section 8.5 of
                       ----------------------------             -----------
     the Indenture, Shared Principal Collections for any Distribution Date will
     be allocated to Series 2001-VFN in an amount equal to the product of (x)
     the aggregate amount of Shared Principal Collections with respect to all
     Principal Sharing Series for such Distribution Date and (y) a fraction, the
     numerator of which is the Principal Shortfall for Series 2001-VFN for such
     Distribution Date and the denominator of which is the aggregate amount of
     Principal Shortfalls for all the Series which are Principal Sharing Series
     for such Distribution Date. For this purpose, each outstanding series of
     certificates issued by First Consumers Master Trust (other than series
     represented by the Collateral Certificate) shall be deemed to be a
     Principal Sharing Series.

          Section 4.16 Excess Finance Charge Collections. Series 2001-VFN shall
                       ---------------------------------
     be an Excess Allocation Series with respect to Group One only. For this
     purpose, each outstanding series of certificates issued by First Consumers
     Master Trust (other than series represented by the Collateral Certificate)
     shall be deemed to be a Series in Group One. Subject to Section 8.6 of the
                                                             -----------
     Indenture, Excess Finance Charge Collections with respect to the Excess
     Allocation Series in Group One for any Distribution Date will be allocated
     to Series 2001-VFN in an amount equal to the product of (x) the aggregate
     amount of Excess Finance Charge Collections with respect to all the Excess
     Allocation Series in Group One for such Distribution Date and (y) a
     fraction, the numerator of which is the Finance Charge Shortfall for Series
     2001-VFN for such Distribution Date and the denominator of which is the
     aggregate amount of Finance Charge Shortfalls for all the Excess Allocation
     Series in Group One for such Distribution Date. The "Finance Charge
                                                          --------------
     Shortfall" for Series 2001-VFN for any Distribution Date will be equal to
     ---------
     the excess, if any, of (a) the full amount required to be paid, without
     duplication, pursuant to Sections 4.5(a) through (e) on such Distribution
                              ---------------         ---
     Date over (b) the Monthly Period Finance Charge Subaccount Allocation with
     respect to such Distribution Date (excluding any portion thereof
     attributable to Excess Finance Charge Collections).

                                       28

<PAGE>

          Section 4.17 Termination of Series. The entire Class A Collateral
                       ---------------------
     Amount shall be due and payable no later than the Series Termination Date.

                                    ARTICLE V

                           DISTRIBUTIONS AND REPORTS
                                 TO NOTEHOLDERS

          Section 5.1 Distributions. (a) On each Distribution Date, the Paying
                      -------------
     Agent shall distribute (in accordance with the certificate delivered by the
     Servicer to the Indenture Trustee pursuant to Section 3.4(b) of the
                                                   --------------
     Indenture) to each Conduit Managing Agent the amounts specified in Sections
                                                                        --------
     4.6 and 4.7 for such Distribution Date, together with any Funding Costs
     ---     ---
     payable to members of the related Ownership Group (but only from funds
     available for that purpose pursuant to Section 4.5(e)), by wire transfer of
     immediately available funds. If the total Funding Costs owed on any
     Distribution Date exceed the amounts available for that purpose pursuant to
     Section 4.5(e) on the related Transfer Date, then such amounts shall be
     --------------
     applied to pay Funding Costs to each Conduit Managing Agent pro rata based
     upon the aggregate Funding Costs owed to each member of their respective
     Ownership Groups.

          (b) On each Distribution Date, the Paying Agent shall distribute (in
     accordance with the certificate delivered by the Servicer to the Indenture
     Trustee pursuant to Section 3.4(b) of the Indenture) to each Excess
                         --------------
     Collateral Amount Holder of record on the immediately preceding Record Date
     (other than as provided in Section 2.4(e) of the Indenture or Section 12.3
                                --------------                     ------------
     of the Indenture respecting a final distribution) such Excess Collateral
     Amount Holder's pro rata share (based on the aggregate Undivided Interests
                     --- ----
     represented by the Excess Collateral Amount held by such Excess Collateral
     Amount Holder) of amounts available for that purpose as are payable to the
     Excess Collateral Amount pursuant to Sections 4.6 and 4.7 by wire transfer
                                          ------------     ---
     of immediately available funds.

          Section 5.2 Reports to Investors. (a) Monthly Noteholders' Statement.
                      --------------------      ------------------------------
     On or before each Distribution Date, the Paying Agent shall forward to each
     Series 2001-VFN Noteholder and each Rating Agency a statement substantially
     in the form of Exhibit C to this Indenture Supplement prepared by the
                    ---------
     Servicer.

          (b) Annual Noteholders' Tax Statement. On or before January 21 of each
              ---------------------------------
     calendar year, beginning with calendar year 2002, the Seller shall deliver
     to the Indenture Trustee a statement containing (i) the total amount
     distributed with respect to the Notes, (ii) the amount of such distribution
     allocable to principal and (iii) the amount of such distribution allocable
     to Note Interest, each aggregated for the preceding calendar year. On or
     before January 31 of each calendar year,

                                       29

<PAGE>

     beginning with calendar year 2002, the Indenture Trustee shall, at the
     written direction of the Servicer, distribute on behalf of the Seller, to
     each Person who at any time during the preceding calendar year was a Series
     2001-VFN Noteholder, a statement containing such customary information
     (consistent with the treatment of the Series 2001-VFN Notes as debt) as
     necessary or desirable to enable the Series 2001-VFN Noteholders to prepare
     their tax returns consistent with the treatment of the Series 2001-VFN
     Notes as debt instruments. Such obligations of the Indenture Trustee shall
     be deemed to have been satisfied to the extent that substantially
     comparable information shall be provided by the Indenture Trustee pursuant
     to any requirements of the Internal Revenue Code as from time to time in
     effect.

                                   ARTICLE VI

                             SERIES PAY-OUT EVENTS

          Section 6.1 Series Pay-Out Events. If any one of the following events
                      ---------------------
     shall occur with respect to the Series 2001-VFN Notes:

          (a) failure on the part of the Seller or the Servicer (i) to make any
     payment, transfer or deposit required by the terms of the Indenture or this
     Indenture Supplement or to give written instructions or to give written
     notice to the Indenture Trustee to make such payment, transfer or deposit
     (A) in the case of any payment, transfer or deposit of principal, or any
     instruction or notice with respect thereto, within five days after the date
     on which such payment, transfer, deposit, notice or instruction is required
     to be made or given, (B) in the case of any payment, transfer or deposit of
     interest, or any instruction or notice with respect thereto, on the date on
     which such payment, transfer, deposit, notice or instruction is required to
     be made or given and (C) in the case of any other payment, transfer or
     deposit, or any instruction or notice with respect thereto, within five
     Business Days after the date on which such payment, transfer, deposit,
     notice or instruction is required to be made or given or (ii) duly to
     observe or perform in any material respect any covenants or agreements
     applicable to it set forth in the Indenture or this Indenture Supplement,
     which failure has a material adverse effect on the Class A Noteholders and
     which continues unremedied for a period of 30 days after the date on which
     written notice of such failure, requiring the same to be remedied, shall
     have been given to the Seller by the Indenture Trustee, or to the Seller
     and the Indenture Trustee by the Administrative Agent at the direction of
     one or more Conduit Managing Agents and continues to affect materially and
     adversely the interests of the Class A Noteholders for such period;

          (b) any representation or warranty made by Seller in the Indenture or
     this Indenture Supplement, or any information contained in a computer file
     or microfiche list required to be delivered by Seller pursuant to Section
                                                                       -------
     2.1 or 2.6 of
     ---    ---

                                       30

<PAGE>

     the Transfer and Servicing Agreement, shall prove to have been incorrect in
     any material respect when made or when delivered, which continues to be
     incorrect in any material respect for a period of 30 days after the date on
     which written notice of such failure, requiring the same to be remedied,
     shall have been given to the Seller by the Indenture Trustee, or to the
     Seller and the Indenture Trustee by the Administrative Agent, and as a
     result of which the interests of the Class A Noteholders are materially and
     adversely affected and continue to be materially and adversely affected for
     such period; provided, however, that a Series Pay Out Event pursuant to
                  --------  -------
     this Section 6.1 shall not be deemed to have occurred hereunder if the
          -----------
     Seller has accepted reassignment of the related Receivable, or all of such
     Receivables, if applicable, and deposited any amounts required to be
     deposited in connection therewith during such period in accordance with the
     provisions of the Indenture;

          (c) (i) the Seller shall fail to designate Additional Accounts the
     Receivables of which will be Eligible Receivables, as required by Section
                                                                       -------
     2.6(a) of the Transfer and Servicing Agreement, and such failure shall
     ------
     continue for a period of five Business Days, or (ii) the Aggregate
     Principal Balance shall be less than the sum of the numerators used to
     determine the respective Allocation Percentages with respect to Principal
     Receivables for each outstanding Series for a period of ten (10) Business
     Days (or such longer period as the Required Conduit Managing Agents shall
     allow, but in no event longer than the number of days remaining in the
     Monthly Period in which such deficiency is reported);

          (d) any Servicer Default shall occur which would have a material
     adverse effect on the Holders of the Class A Notes; an event described in
     Section 6.1(d) of the SCCMNT Indenture Supplement shall occur; or an event
     --------------
     described in clause (ii) of Section 6.1(a) of the SCCCMNT Indenture
                  -----------    --------------
     Supplement relating to the Servicer shall occur (and the applicable grace
     period lapses without cure);

          (e) the Administrative Agent shall notify the Servicer and the
     Indenture Trustee in writing that the Purchase Commitment Expiration Date
     has occurred;

          (f) a Conduit Downgrade Event shall have occurred; or an event
     described in Section 6.1(i) of the SCCMNT Indenture Supplement shall occur;
                  --------------

          (g) the average of the Principal Payment Rates for any three
     consecutive Monthly Periods shall be less than 7.00%;

          (h) the average of the Excess Spread Percentages for any three
     consecutive Monthly Periods shall be less than 2.0%

          (i) 60 days following the date on which (A) the Securities and
     Exchange Commission, any banking regulatory authority or any other Official
     Body having jurisdiction over any Conduit Managing Agent or any of its
     subsidiaries (including,

                                       31

<PAGE>

     if applicable, the Administrative Agent) shall require the consolidation of
     the assets and liabilities of the related Conduit Purchaser on the balance
     sheet of such Conduit Managing Agent or any of its subsidiaries or shall
     require that capital be maintained with respect thereto under any capital
     requirements as if such assets were owned by such Conduit Managing Agent or
     any of its subsidiaries, or (B) the independent auditors for such Conduit
     Managing Agent shall have advised such Conduit Managing Agent or any of its
     subsidiaries in writing that in their opinion such consolidation is
     required by GAAP or applicable Law, rule or regulations;

          (j) a Change of Control shall occur;

          (k) FCNB shall (A) voluntarily seek, consent to, or acquiesce in the
     benefit or benefits of any Debtor Relief Law, or (B) become a party to (or
     be made the subject of) any proceeding provided for by any Debtor Relief
     Law, other than as a creditor or claimant, and, in the event such
     proceeding is involuntary, within 10 Business Days after FCNB has knowledge
     of such proceeding or the filing thereof, the petition instituting same has
     not been dismissed;

          (l) the Pension Benefit Guaranty Corporation shall file notice of a
     lien pursuant to Section 4068 of the Employee Retirement Income Security
     Act of 1974 with regard to any of the assets of FCNB which lien relates to
     an unpaid liability of at least $10,000,000 and shall not have been
     released within 40 days;

          (m) if at any time any Rating Agency withdraws or lowers its rating on
     the Notes below A2 for Moody's or A for S & P;

          (n) without limiting the foregoing, the occurrence of an Event of
     Default with respect to Series 2001-VFN and acceleration of the maturity of
     the Series 2001-VFN Notes pursuant to Section 5.3 of the Indenture; or
                                           -----------

          (o) prior to the FCMT Termination Date, a Trust Pay Out Event shall
     occur under (and as defined in) the Pooling and Servicing Agreement;

          (p) then, and in any such event described in subparagraph (a), (b),
                                                       ------------ ---  ---
     (d), (g), (j) or (l) after the applicable grace period set forth in such
     ---  ---  ---    ---
     subparagraphs, either the Indenture Trustee or the Administrative Agent at
     the direction of the Required Conduit Managing Agents by notice then given
     in writing to the Seller and the Servicer (and to the Indenture Trustee if
     given by the Administrative Agent) may declare that a pay out event (a
     "Series Pay Out Event") has occurred as of the date of such notice and in
      ---------------------
     the case of any event described in subparagraph (c), (e), (f), (h), (i),
                                        ------------ ---  ---  ---  ---  ---
     (k), (m), (n) or (o) a Series Pay Out Event shall occur without any notice
     ---  ---  ---    ---
     or other action on the part of the Indenture Trustee, the Administrative
     Agent or the Noteholders immediately upon the occurrence of such event.
     Upon the

                                       32

<PAGE>

     occurrence of a Pay Out Event, the Seller shall give prompt written notice
     to the Rating Agencies.

                                  ARTICLE VII

                                 MISCELLANEOUS

          Section 7.1 Change in Account Terms. FCNB hereby agrees that, except
                      -----------------------
     as required by any requirement of law, or as is deemed by FCNB to be
     necessary in order for FCNB to maintain its credit card business, based
     upon a good faith assessment by FCNB, in its sole discretion, of the nature
     of the competition in the credit card business, it shall not at any time
     change the formula for calculating the periodic finance charges assessed on
     any Receivable or reduce other fees on any Account if FCNB reasonably
     expects that any Pay Out Event will occur as a result of such change or
     reduction.

          Section 7.2 Permitted Successor Servicer. With respect to Series 2001-
                      ----------------------------
     VFN, any financial institution which does not qualify as a permitted
     Successor Servicer under Section 10.2 of the Indenture shall qualify as a
                              ------------
     permitted Successor Servicer if approved in writing by each Conduit
     Managing Agent and written notice is given thereof by the Seller to the
     Administrative Agent and each Rating Agency.

          Section 7.3 Successors and Assigns. This Indenture Supplement shall be
                      ----------------------
     binding upon and inure to the benefit of the parties hereto and their
     respective permitted successors and assigns, except that the Seller may not
     assign or transfer any of its rights under this Indenture Supplement
     (except to Affiliates) without the prior written consent of each Conduit
     Managing Agent and written notice is given thereof by the Seller to
     Administrative Agent.

          Section 7.4 Final Distribution. Written notice of any termination,
                      ------------------
     specifying the Distribution Date upon which the Series 2001-VFN Noteholders
     may surrender their Series 2001-VFN Notes for payment of the final
     distribution and cancellation shall be given by the Indenture Trustee not
     later than the 30th day immediately preceding the Distribution Date on
     which final payment of the Series 2001-VFN Notes shall be made.

          Section 7.5 Amendments. No amendment or waiver of any provision of the
                      ----------
     Indenture or this Indenture Supplement and no consent to any departure by
     the Seller, or the Servicer herefrom, shall be effective unless in a
     writing signed by (x) the Required Conduit Managing Agents and (y) in the
     case of any amendment, the Seller and the Servicer, 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 such amendment, waiver or consent shall, unless in a writing signed
     by all the Conduit Managing Agents, do any of

                                       33

<PAGE>

     the following: (a) subject the Administrative Agent, the Conduit Purchasers
     or the Conduit Managing Agents to any additional obligations, (b) reduce
     the amount of Note Interest, principal or any fees payable hereunder, (c)
     postpone any date scheduled for any reduction of Class A Collateral Amount
     or for any payment of Note Interest or any fees payable hereunder, (d)
     amend any Pay Out Event or waive any automatic Pay Out Event, (e) amend the
     definition of "Base Rate," "Delinquency Amount," "Dilution," "Excess Spread
     Percentage," "Minimum Seller Percentage," "Liquidation Rate," "Portfolio
     Yield" or "Required Excess Collateral Amount Percentage," (f) change the
     percentage of, or the numbers of, Conduit Managing Agents, which shall be
     required for any amendment, waiver or consent or for any other action
     hereunder, or (g) amend this Section 13. The Servicer shall give each
                                  ----------
     Rating Agency prior written notice of each amendment to this Indenture
     Supplement. No amendment described in clause (b) through (e) above shall be
                                           ----------         ---
     effective unless the Rating Agency Condition has been satisfied.

          Section 7.6 Effectiveness. This Indenture Supplement shall become
                      -------------
     effective as of the day and year first above written.

          Section 7.7 Ratification of Indenture. As supplemented by this
                      -------------------------
     Indenture Supplement, the Indenture is in all respects ratified and
     confirmed and the Indenture as so supplemented by this Indenture Supplement
     shall be read, taken and construed as one and the same instrument.

          Section 7.8 Counterparts. This Indenture Supplement may be executed in
                      ------------
     any number of counterparts, each of which so executed shall be deemed to be
     an original, but all of such counterparts shall together constitute but one
     and the same instrument.

          Section 7.9 GOVERNING LAW. THIS INDENTURE SUPPLEMENT SHALL BE
     CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT
     REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS
     AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
     WITH SUCH LAWS, PROVIDED, HOWEVER, THAT THE DUTIES AND OBLIGATIONS OF THE
     INDENTURE TRUSTEE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE
     LAWS OF THE STATE OF NEW YORK WITHOUT REFERENCE TO ITS CHOICE OF LAW.

          Section 7.10 Consents. [Reserved.]
                       --------

          Section 7.11 Certain Calculations. In accordance with Section 1.3 of
                       --------------------                     -----------
     the Indenture, the Servicer has adopted the following method of determining
     the amount of Finance Charge Receivables:

                                       34

<PAGE>

               (i) At the close of business on each Cycle Billing Date for any
          Cycle of which any Accounts are included in the Trust, the amount of
          Finance Charge Receivables of all Accounts in such Cycle shall be
          equal to the result of (A) the amount of Finance Charges charged to
          all Accounts in such Cycle on such date minus (B) the amount of
          Finance Charge Receivables on all Accounts in such Cycle that have
          been charged off since the close of business on the preceding Cycle
          Billing Date. As of the end of each Monthly Period, the amount of
          Finance Charge Receivables for all Accounts shall equal (X) the sum of
          the amounts calculated pursuant to the preceding sentence for each
          Cycle of which Accounts are included in the Trust during that Monthly
          Period plus (Y) the Carry-Over Finance Charge Amount.

               (ii) For each Business Day in each Monthly Period, the amount of
          Collections allocated to Finance Charge Receivables for all Accounts
          shall be all Collections available for allocation on that Business Day
          up to an amount equal to the quotient of the result determined
          pursuant to clause (i) above as of the end of the immediately
          preceding Monthly Period divided by the number of Business Days in
          such present Monthly Period; provided, however, that (A) the amount of
                                       --------  -------
          Collections allocated to Finance Charge Receivables for all Accounts
          on the first Business Day of each Monthly Period shall equal the
          product of two times such quotient, (B) the amount of Collections
          allocated to Finance Charge Receivables for all Accounts on the last
          Business Day of each Monthly Period shall equal zero and (C) to the
          extent that the total Collections available for allocation on any
          Business Day (other than the last Business Day of a Monthly Period) is
          less than the amount that is to be allocated to Collections of Finance
          Charge Receivables on that Business Day, then the deficit shall be
          added to the amount of Collections that will be allocated to Finance
          Charge Receivables on the next Business Day.

               (iii) If, at the close of business on the last Business Day of
          any Monthly Period, the amount of Collections allocated to Finance
          Charge Receivables for all Accounts during such Monthly Period is less
          than the amount of Finance Charge Receivables for all Accounts
          calculated pursuant to clause (i) as of the end of the next preceding
          Monthly Period, then such deficit shall be the "Carry-Over Finance
                                                          ------------------
          Charge Amount" and shall be added to the amount of Finance Charges
          -------------
          Receivables as of the end of the then current Monthly Period pursuant
          to clause (i).
             ----------

               Notwithstanding the terms of Section 1.3 of the Indenture, the
                                            -----------
     Servicer shall not adopt a method of determining the amount of Finance
     Charge Receivables different from the method described above without the
     consent of each Conduit Managing Agent.

                                       35

<PAGE>

          Section 7.12 Repurchase Requests. On any Business Day, Seller may make
                       -------------------
     a written offer (a "Repurchase Offer") to each Conduit Managing Agent to
                         ----------------
     redeem all or a portion of the principal balance of the Class A Notes. Each
     Conduit Managing Agent may accept or reject such offer. If all of the
     Conduit Managing Agents accept the offer, then on the day that the
     repurchase is consummated the purchase price agreed upon between Seller and
     the Conduit Managing Agents shall be deposited in the Collection Account
     and shall be distributed to the Conduit Managing Agents on the date of the
     repurchase. Upon such payment, the Class A Collateral Amount shall decrease
     by an amount equal to the principal amount of the interest conveyed, and
     the Excess Collateral Amount shall automatically decrease to an amount so
     that the Excess Collateral Amount (after such decrease) shall equal the
     Required Excess Collateral Amount Percentage of the Collateral Amount
     (after such decrease). To the extent agreed upon between Seller and the
     Conduit Managing Agents, a portion of the purchase price paid shall
     decrease the amount of Class Note Interest and Program Commitment Fee
     payable on the next Distribution Date.

          Section 7.13 Perfection Representations, Warranties and Covenants. The
                       ----------------------------------------------------
     parties hereto agree that the representations, warranties and covenants set
     forth in Schedule I shall be a part of this Indenture Supplement for all
              ----------
     purposes.

          Section 7.14 Rights of the Indenture Trustee. The Indenture Trustee
                       -------------------------------
     shall be entitled to the same rights, protections, immunities and
     indemnities set forth in the Master Indenture as if specifically set forth
     herein.

          Section 7.15 Limitation of Liability. Notwithstanding any other
                       -----------------------
     provision herein or elsewhere, this Indenture Supplement has been executed
     and delivered by Bankers Trust Company, not in its individual capacity, but
     solely in its capacity as Owner Trustee of the Trust, in no event shall
     Bankers Trust Company in its individual capacity have any liability in
     respect of the representations, warranties, or obligations of the Trust
     hereunder or under any other document, as to all of which recourse shall be
     had solely to the assets of the Trust, and for all purposes of this
     Indenture Supplement and each other document, the Owner Trustee (as such or
     in its individual capacity) shall be subject to, and entitled to the
     benefits of, the terms and provisions of the Trust Agreement.

                              [Signatures follow]

                                       36

<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement
to be duly executed and delivered by their respective duly authorized officers
on the day and year first above written.

                                              FIRST CONSUMERS CREDIT CARD MASTER
                                              NOTE TRUST, as Issuer


                                              By: BANKERS TRUST COMPANY,
                                              not in its individual capacity
                                              but solely as Owner Trustee


                                              By: /s/ Illegible
                                                 -------------------------------
                                              Name: [Illegible]
                                              Title: Vice President


                                              THE BANK OF NEW YORK,
                                              as Indenture Trustee


                                              Name:
                                                   -----------------------------
                                              Title:
                                                    ----------------------------

                                       1

<PAGE>

     IN WITNESS WHEREOF, the undersigned have caused this Indenture Supplement
to be duly executed and delivered by their respective duly authorized officers
on the day and year first above written.

                                              FIRST CONSUMERS CREDIT CARD MASTER
                                              NOTE TRUST, as Issuer


                                              By: BANKERS TRUST COMPANY,
                                              not in its individual capacity
                                              but solely as Owner Trustee


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


                                              THE BANK OF NEW YORK,
                                              as Indenture Trustee


                                              Name: Illegible
                                                    ----------------------------
                                              Title: ASSISTANT TREASURER
                                                    ----------------------------

                                       1

<PAGE>

Acknowledged and Accepted:

FIRST CONSUMER NATIONAL BANK,
as Seller and Servicer


/s/ Illegible
----------------------------
Name:
Title:

                                       2

<PAGE>

                                   EXHIBIT A
                                       to
                      SERIES 2001-VFN INDENTURE SUPPLEMENT

                        FORM OF SERIES 2001-VFN CLASS A
                             VARIABLE FUNDING NOTE

     THIS CLASS A NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NO RESALE OR
                 ---------------
OTHER TRANSFER OF THIS CLASS A NOTE MAY BE MADE EXCEPT IN ACCORDANCE WITH THE
TERMS OF THE NOTE PURCHASE AGREEMENT AND EITHER (A) PURSUANT TO AN EFFECTIVE
REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE
SKY" LAWS OR (B) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT AND APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS TO (I) A
PERSON WHO THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
("QIB") WITHIN THE MEANING THEREOF IN RULE 144A UNDER THE SECURITIES ACT THAT IS
AWARE THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(II) A PERSON WHO IS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501(A) UNDER THE
SECURITIES ACT OR (III) AN INSTITUTION WHICH HAS SUCH KNOWLEDGE AND EXPERIENCE
IN FINANCIAL AND BUSINESS MATTERS AS TO BE CAPABLE OF EVALUATING THE MERITS AND
RISKS OF THE INVESTMENT THEREIN. NONE OF THE SELLER, THE TRANSFER AGENT AND
REGISTRAR OR THE INDENTURE TRUSTEE IS OBLIGATED TO REGISTER THE NOTES UNDER THE
SECURITIES ACT OR ANY OTHER SECURITIES OR "BLUE SKY" LAW.

     EACH CLASS A NOTEHOLDER AND EACH BENEFICIAL OWNER OF A CLASS A NOTE, BY ITS
ACCEPTANCE THEREOF OR OF SUCH BENEFICIAL INTEREST, WILL BE DEEMED TO HAVE
REPRESENTED AND AGREED AS FOLLOW: (i) SUCH HOLDER OR OWNER UNDERSTANDS THAT THE
CLASS A NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR
ANY STATE OR OTHER APPLICABLE SECURITIES LAW AND MAY NOT BE OFFERED, SOLD OR
OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO, OR EXEMPT FROM REGISTRATION
UNDER, THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS, (ii) SUCH
HOLDER OR OWNER WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER SUCH CLASS A
NOTE OR ANY INTEREST THEREIN AT ANY TIME EXCEPT TO THE SELLER OR TO A PERSON
WHOM SUCH TRANSFEROR OF THE CLASS A NOTE REASONABLY BELIEVES IS A QIB PURCHASING
FOR ITS OWN ACCOUNT IN ACCORDANCE WITH RULE 144A TO WHOM NOTICE IS GIVEN THAT
THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A AND AFTER DELIVERY OF THE DOCUMENTATION

                                       A-1

<PAGE>

REQUIRED BY THE INDENTURE AND THIS SUPPLEMENTAL INDENTURE, AND (iii) SUCH HOLDER
OR OWNER IS A QIB PURCHASING FOR ITS OWN ACCOUNT IN ACCORDANCE WITH RULE 144A
UNDER THE SECURITIES ACT AND HAS RECEIVED NOTICE THAT THE REOFFER, RESALE,
PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A.

     NEITHER THIS CLASS A NOTE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED,
ASSIGNED, EXCHANGED OR OTHERWISE PLEDGED OR CONVEYED, EXCEPT IN ACCORDANCE WITH
SECTION 2.5 OF THE INDENTURE REFERRED TO HEREIN. THE CLASS A NOTEHOLDER MAY NOT
-----------
SELL OR OTHERWISE TRANSFER ALL OR ANY PORTION OF THIS CLASS A NOTE, EXCEPT IN
ACCORDANCE WITH THE NOTE PURCHASE AGREEMENT.

     THE PRINCIPAL AMOUNT OF THIS CLASS A NOTE WILL BE REDUCED FROM TIME TO TIME
BY DISTRIBUTIONS ON THIS CLASS A NOTE ALLOCABLE TO PRINCIPAL. IN ADDITION, THIS
CLASS A NOTE MAY BE INCREASED AT THE REQUEST OF THE SELLER SUBJECT TO CERTAIN
TERMS AND CONDITIONS SET FORTH IN THE SERIES 2001-VFN INDENTURE SUPPLEMENT
REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE OF THE CLASS A
NOTES, THE PRINCIPAL AMOUNT OF THIS CLASS A NOTE MAY VARY FROM TIME TO TIME.
ANYONE ACQUIRING THIS CLASS A NOTE MAY ASCERTAIN THE CURRENT PRINCIPAL AMOUNT OF
THIS CLASS A NOTE BY INQUIRY OF THE INDENTURE TRUSTEE. ON THE DATE OF THE
INITIAL ISSUANCE OF THE CLASS A NOTES, THE INDENTURE TRUSTEE IS THE BANK OF NEW
YORK.

     THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST IN,
FCNB, AND NONE OF THIS NOTE, THE RECEIVABLES AND THE ACCOUNTS IS INSURED OR
GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENTAL AGENCY. THIS CLASS A NOTE IS
LIMITED IN RIGHT OF PAYMENT TO CERTAIN COLLECTIONS RESPECTING THE RECEIVABLES,
ALL AS MORE SPECIFICALLY SET FORTH IN THE INDENTURE.

                                       A-2

<PAGE>

                                                        MAXIMUM PRINCIPAL AMOUNT
No.                                                         $
    ----------                                               -------------------

         FIRST CONSUMERS CREDIT CARD MASTER NOTE TRUST SERIES 2001-VFN
                   CLASS A VARIABLE FUNDING ASSET BACKED NOTE

     First Consumers Credit Card Master Note Trust (herein referred to as the
"Issuer" or the "Trust"), an Illinois common law trust governed by a Trust
Agreement dated as of March 1, 2001, for value received, hereby promises to pay
to [___], or registered assigns, subject to the following provisions, the
principal sum of [___] DOLLARS ($[___]), or such greater or lesser amount as
determined in accordance with the Indenture, on the Series 2001-VFN Final
Maturity Date (which is the earlier to occur of (a) the Distribution Date on
which the Note Principal Balance is paid in full and (b) the [January 2004]
Distribution Date, except as otherwise provided below or in the Indenture. The
Issuer will pay interest on the unpaid principal amount of this Note at the Note
Interest Rate on each Distribution Date until the principal amount of this Note
is paid in full. Interest on this Note will accrue for each Distribution Date
from and including the most recent Distribution Date on which interest has been
paid to but excluding such Distribution Date or, for the initial Distribution
Date, from and including the Closing Date to but excluding such Distribution
Date. Interest will be computed as provided in the Indenture. Principal of this
Note shall be paid in the manner specified on the reverse hereof.

     The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.

     Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

     Unless the certificate of authentication hereon has been executed by or on
behalf of the Indenture Trustee, by manual signature, this Note shall not be
entitled to any benefit under the Indenture or the Indenture Supplement referred
to on the reverse hereof, or be valid for any purpose.

                                       A-3

<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused this Class A Series 2001-VFN
Asset Backed Note to be duly executed.

                                              FIRST CONSUMERS CREDIT CARD MASTER
                                              NOTE TRUST,
                                              as Issuer


                                              By:  Bankers Trust Company, not in
                                                   its individual capacity but
                                                   solely as Owner Trustee under
                                                   the Trust Agreement


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

Dated:

                                      A-4

<PAGE>

                            GRID TO CLASS A NOTE NO.
                                                    --

--------------------------------------------------------------------------------
  Date of        Principal       Class A Increase       Amount of       Notation
Transaction   Amount for this         Amount        Principal Payment   Made By
                Series before
              giving effect to
               the Transaction
                on such Date
--------------------------------------------------------------------------------
               $
--------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                      A-5

<PAGE>

                        Trustee's Note of Authentication

     This is one of the Series 2001-VFN Class A Variable Funding Asset Backed
Notes referred to in the within-mentioned Indenture.

                                              THE BANK OF NEW YORK, as Indenture
                                              Trustee


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

                                      A-6

<PAGE>

                                   EXHIBIT B
                                       to
                      SERIES 2001-VFN INDENTURE SUPPLEMENT

                    FORM OF MONTHLY PAYMENT INSTRUCTIONS AND
                       NOTIFICATION TO INDENTURE TRUSTEE

                 FIRST CONSUMERS CREDIT CARD MASTER NOTE TRUST
                                SERIES 2001-VFN

The undersigned, a duly authorized representative of First Consumers National
Bank ("FCNB"), as Servicer pursuant to the Master Indenture, dated as of March
1, 2001 (the "Master Indenture") between the Issuer and The Bank of New York, as
              ----------------
indenture trustee (the "Indenture Trustee"), as supplemented by the Indenture
                        -----------------
Supplement, dated as of [ ], 2001 (the "Indenture Supplement" and together with
                                        --------------------
the Master Indenture, the "Indenture"), does hereby certify as follows:
                           ---------

     A. Capitalized terms used in this Certificate have their respective
meanings set forth in the Indenture, as amended by the Series 2001-VFN Indenture
Supplement thereto; provided, that the "preceding Monthly Period" means the
                    --------
monthly Period immediately preceding the calendar month in which this
Certificate is delivered. References herein to certain sections and Sections are
references to the respective sections and Sections of the Indenture.

     B. FCNB is the Servicer under the Indenture.

     C. The undersigned is a Servicing Officer.

     D. The date of this notice is a Determination Date under the Indenture.

                                      B-1

<PAGE>

I.   INSTRUCTION TO MAKE A WITHDRAWAL

     Pursuant to Section 4.5, the Servicer does hereby instruct the Indenture
                 -----------
Trustee (i) to make a withdrawal from the Finance Charge Subaccount on
          ,     , which date is a Transfer Date under the Indenture, in an
----------  ----
aggregate amount as set forth below [, including $           to be withdrawn
                                                  ----------
from the Principal Subaccount pursuant to Section 4.10,] in respect of the
                                          ------------
following amounts and (ii) to apply the proceeds of such withdrawal in
accordance with Section 4.5:
                -----------

     A.   Pursuant to Section 4.5(a):
          --------------------------
          Note Interest for the preceding Accrual Period           $
                                                                    ------------

     B.   Pursuant to Section 4.5(b):
          --------------------------
          Investor Monthly Servicing Fee for the                   $
          preceding Monthly Period                                  ------------

     C.   Pursuant to Section 4.5(c):
          --------------------------
          Investor Default Amount for the preceding                $
          Monthly Period (less the aggregate amount                 ------------
          of Investor Charge Offs in respect of such
          Monthly Period)

     D.   Pursuant to Section 4.5(d):
          --------------------------
          Aggregate reimbursed Investor Charge Off                 $
          and Excess Collateral Amount Reallocated Amounts          ------------

     E.   Funding Costs for the Preceding Monthly Period           $
                                                                    ------------

     F.   Pursuant to Section 4.5(f):
          --------------------------
          Excess Spread payable to the Excess                      $
          Collateral Amount Holder                                  ------------

II.  INSTRUCTION TO MAKE A WITHDRAWAL

     Pursuant to Section 4.7, the Servicer does hereby instruct the Indenture
                 -----------
Trustee (i) to make a withdrawal from the Principal Collection Subaccount on
          ,     , which date is a Transfer Date under the Indenture, and (ii)
----------  ----
apply such amount in accordance with Section 4.7:
                                     -----------

     A.   Amounts to be distributed to the Conduit                 $
          Managing Agents in accordance                             ------------
          with Section 4.7(b)(A) and Section 5.1(a)

                                      B-2

<PAGE>

     B.   Amounts to be distributed to the Noteholders in          $
          accordance with Section 4.7(c) and Section 5.1(c)         ------------

     C.   Amount to be distributed to the holder of the            $
          Seller Interest                                           ------------

     IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this
     day of           , 200  .
----        ----------     --

                                                  FIRST CONSUMERS NATIONAL BANK,
                                                  as Servicer


                                                  By:
                                                  Title

                                      B-3

<PAGE>

                                    EXHIBIT C
                                       to
                      SERIES 2001-VFN INDENTURE SUPPLEMENT

                                    [TO COME]

                                       C-1

<PAGE>

                                   SCHEDULE 1
                    TO SERIES 2001-VFN INDENTURE SUPPLEMENT

                     PERFECTION REPRESENTATIONS, WARRANTIES
                                 AND COVENANTS

     (a) In addition to the representations, warranties and covenants contained
in the Indenture, the Issuer hereby represents, warrants and covenants to the
Indenture Trustee as follows as of October   , 2001:
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          (1.) The Indenture creates a valid and continuing security interest
     (as defined in the applicable Uniform Commercial Code) in the Collateral
     Certificate in favor of the Indenture Trustee, which security interest is
     prior to all other Liens, and is enforceable as such against creditors of
     and purchasers from Issuer.

          (2.) The Collateral Certificate constitutes an "instrument," a
     "general intangible" or a "certificated security" within the meaning of the
     applicable Uniform Commercial Code.

          (3.) Issuer owns and has good and marketable title to the Collateral
     Certificate free and clear of any Lien, claim or encumbrance of any Person;
     provided that nothing in this paragraph(a)(3) shall prevent or be deemed to
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     prohibit Issuer from suffering to exist upon any of the Receivables any
     Liens for any taxes if such taxes shall not at the time be due and payable
     or if Seller or Issuer, as applicable, shall currently be contesting the
     validity thereof in good faith by appropriate proceedings and shall have
     set aside on its books adequate reserves with respect thereto.

          (4.) There are no consents or approvals required by the terms of the
     Collateral Certificate for the pledge of the Collateral Certificate to the
     Indenture Trustee pursuant to the Indenture.

          (5.) Issuer (or the Administrator on behalf of the Issuer) has caused
     the filing of all appropriate financing statements in the proper filing
     office in the appropriate jurisdictions under applicable law in order to
     perfect the security interest granted to the Indenture Trustee under the
     Indenture in the Collateral Certificate.

          (6.) There is only one executed copy of the Collateral Certificate and
     such copy has been delivered to the Indenture Trustee. The Collateral
     Certificate is registered in the name of the Indenture Trustee, upon
     original issue or registration of transfer by the Issuer.

          (7.) Other than the pledge of the Collateral Certificate to Indenture
     Trustee pursuant to the Indenture, Issuer has not pledged, assigned, sold,
     granted a security interest in, or otherwise conveyed the Collateral
     Certificate. Issuer has not authorized the filing of and is not aware of
     any financing statements against Issuer that include a description of
     collateral covering the Collateral Certificate, except for the financing
     statement filed pursuant to the Indenture.

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<PAGE>

          (8.) The Issuer is not aware of any judgment, ERISA or tax lien
     filings against the Issuer.

          (9.) The Collateral Certificate does not have any marks or notations
     indicating that it has been pledged, assigned or otherwise conveyed to any
     Person other than the Indenture Trustee.

          (10.) Notwithstanding any other provision of the Indenture, the
     representations and warranties set forth in this Schedule 1 shall be
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     continuing, and remain in full force and effect, until such time as the
     Collateral Certificate is retired.

     (b) Indenture Trustee covenants that it shall not, without satisfying the
Rating Agency Condition, waive a breach of any representation or warranty set
forth in this Schedule 1.
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     (c) The Servicer covenants that, in order to evidence the interests of
Issuer and Indenture Trustee under the Indenture, Servicer shall take such
action, or execute and deliver such instruments (other than effecting a Filing
(as defined below), unless such Filing is effected in accordance with this
paragraph (c)) as may be necessary or advisable (including, without limitation,
--------------
such actions as are requested by Indenture Trustee) to maintain and perfect, as
a first priority interest, Indenture Trustee's security interest in the
Collateral Certificate. Servicer shall, from time to time and within the time
limits established by law, prepare and present to Indenture Trustee for
Indenture Trustee to authorize (based in reliance on the Opinion of Counsel
hereinafter provided for) the Servicer to file, all financing statements,
amendments, continuations, initial financing statements in lieu of a
continuation statement, terminations, partial terminations, releases or partial
releases, or any other filings necessary or advisable to continue, maintain and
perfect the Indenture Trustee's security interest in the Collateral Certificate
as a first-priority interest (each a "Filing"). Servicer shall present each such
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Filing to the Indenture Trustee together with (x) an Opinion of Counsel to the
effect that such Filing is (i) consistent with grant of the security interest to
the Indenture Trustee pursuant to the Granting Clause of the Indenture, (ii)
satisfies all requirements and conditions to such Filing in the Indenture and
(iii) satisfies the requirements for a Filing of such type under the Uniform
Commercial Code in the applicable jurisdiction (or if the Uniform Commercial
Code does not apply, the applicable statute governing the perfection of security
interests), and (y) a form of authorization for Indenture Trustee's signature.
Upon receipt of such Opinion of Counsel and form of authorization, Indenture
Trustee shall promptly authorize in writing Servicer to, and Servicer shall,
effect such Filing under the Uniform Commercial Code without the signature of
Issuer or Indenture Trustee where allowed by applicable law. Notwithstanding
anything else in the Indenture to the contrary, the Servicer shall not have any
authority to effect a Filing without obtaining written authorization from the
Trustee in accordance with this paragraph (c).
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