<PAGE>   1
                                                                   Exhibit 10(b)


                                                                  EXECUTION COPY

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


                           ELDER-BEERMAN MASTER TRUST

                            SERIES 2000-1 SUPPLEMENT

                            Dated as of May 19, 2000

                                      among

                       THE EL-BEE RECEIVABLES CORPORATION,

                                 AS TRANSFEROR,

                            THE EL-BEE CHARGIT CORP.,

                                  AS SERVICER,

                                       and

                             BANKERS TRUST COMPANY,

                                   AS TRUSTEE


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

<PAGE>   2




                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                    ARTICLE I

                                   DESIGNATION
<S>                 <C>                                                                                          <C>
     Section 1.01.  Designation...................................................................................1

                                   ARTICLE II

                                   DEFINITIONS

     Section 2.01.  Definitions...................................................................................2

                                   ARTICLE III

                    RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

     Section 3.01.  Revolving Period Daily Principal Allocations.................................................14
     Section 3.02.  Allocation of Collections of Principal Receivables...........................................14
     Section 3.03.  Allocation of Collections of Finance Charge Receivables......................................15
     Section 3.04.  Excess Spread................................................................................17
     Section 3.05.  Investor Charge-Offs.........................................................................18
     Section 3.06.  Reserve Account..............................................................................19
     Section 3.07.  Hedge Agreement..............................................................................20
     Section 3.08.  Principal Collection Account.................................................................20

                                   ARTICLE IV

                             DISTRIBUTIONS AND REPORTS TO INVESTOR CERTIFICATEHOLDERS

     Section 4.01.  Servicer Deposits............................................................................21
     Section 4.02.  Distributions................................................................................21
     Section 4.03.  Annual Certificateholders' Tax Statement.....................................................22
     Section 4.04.  Transferor's or Servicer's Failure to Make a Deposit or Payment..............................22

                                    ARTICLE V

                                    COVENANTS

     Section 5.01.  Covenants of the Servicer....................................................................23
</TABLE>

                                       i



<PAGE>   3


<TABLE>
<CAPTION>
                                   ARTICLE VI

<S>                 <C>                                                                                          <C>
                     SERIES 2000-1 EARLY AMORTIZATION EVENTS

     Section 6.01.  Series Early Amortization Events.............................................................24
     Section 6.02.  Trustee's Monitoring Obligations.............................................................26

                                   ARTICLE VII

                                  MISCELLANEOUS

     Section 7.01.  Reassignment and Transfer Terms..............................................................27
     Section 7.02.  Assignment by Conduit Purchasers or Committed Purchasers.....................................27
     Section 7.03.  No Assignability by Transferor and Servicer; Transferor's Liability..........................27
     Section 7.04.  Ratification of Pooling and Servicing Agreement..............................................27
     Section 7.05.  Amendments...................................................................................27
     Section 7.06.  No Obligations under Swap Agreement..........................................................28
     Section 7.07.  Counterparts.................................................................................28
     Section 7.08.  Governing Law. Etc...........................................................................28
     Section 7.09.  No Petition..................................................................................29


                                    EXHIBITS
                                    --------

EXHIBIT A-1                Form of Class A Certificate
EXHIBIT A-2                Form of Subordinated Transferor Certificate
</TABLE>


                                       ii
<PAGE>   4




                  This is the SERIES 2000-1 SUPPLEMENT, dated as of May 19, 2000
(this "SUPPLEMENT"), among THE EL-BEE RECEIVABLES CORPORATION, a Delaware
corporation, as Transferor (the "TRANSFEROR"), THE EL-BEE CHARGIT CORP., an Ohio
corporation, as Servicer (the "SERVICER"), and BANKERS TRUST COMPANY, a New York
banking corporation, as Trustee (the "TRUSTEE"), to the Pooling and Servicing
Agreement, dated as of December 30, 1997, among the Transferor, the Servicer and
the Trustee (as amended, supplemented or otherwise modified from time to time,
the "POOLING AND SERVICING AGREEMENT").

                  All capitalized terms not otherwise defined herein are used
herein as defined in the Pooling and Servicing Agreement.

                  Pursuant to Section 6.09 of the Pooling and Servicing
Agreement, the Transferor, the Servicer and the Trustee may at any time and from
time to time enter into a supplement to the Pooling and Servicing Agreement for
the purpose of authorizing the delivery of one or more Series of Certificates by
the Trustee to the Transferor for the execution and redelivery to the Trustee
for authentication.

                  Pursuant to this Supplement, the Transferor and the Trustee
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof.


                                   ARTICLE I

                                   DESIGNATION

                  Section 1.01. DESIGNATION.

                  (a) There is hereby created a Series of Investor Certificates
         to be issued in two classes pursuant to the Pooling and Servicing
         Agreement and this Series Supplement and to be known together as the
         "SERIES 2000-1 CERTIFICATES". The two classes shall be designated the
         Class A Floating Rate Certificates, Series 2000-1 (the "CLASS A
         CERTIFICATES") and the Subordinated Transferor Certificate, Series
         2000-1 (the "SUBORDINATED TRANSFEROR CERTIFICATE"). The Class A
         Certificates and the Subordinated Transferor Certificate shall be
         substantially in the form of Exhibits A-1 and A-2, respectively.

                  (b) Series 2000-1 shall be included in Group One and shall be
         a Principal Sharing Series. Series 2000-1 shall not be subordinated to
         any other Series.

                  (c) The Class A Certificates and the Subordinated Transferor
         Certificate shall be delivered in fully registered form as provided in
         Section 6.02 of the Pooling and Servicing Agreement. The Transferor
         shall execute and deliver the Series 2000-1 Certificates to the Trustee
         for authentication in accordance with Section 6.01 of the Pooling and
         Servicing Agreement. The Trustee shall deliver the Series 2000-1
         Certificates when authenticated in accordance with Section 6.02 of the
         Pooling and Servicing Agreement.


                                       1
<PAGE>   5



                  (d) The Subordinated Transferor Certificate shall be retained
         by the Transferor.

                  (e) The Class A Certificates may be pledged as collateral for
         the issuance other securities or commercial paper.


                                   ARTICLE II

                                   DEFINITIONS

                  Section 2.01. DEFINITIONS.

                  (a) In the event that any term or provision contained herein
         shall conflict with or be inconsistent with any provision contained in
         the Pooling and Servicing Agreement, the terms and provisions of this
         Supplement shall govern with respect to this Series.

                  (b) As used herein and in any certificate or other document
         made or delivered pursuant hereto, accounting terms not defined in this
         Section 2.01, and accounting terms partially defined in this Section
         2.01 to the extent not defined, shall have the respective meanings
         given to them under generally accepted accounting principles or
         regulatory accounting principles, as applicable. To the extent that the
         definitions of accounting terms herein are inconsistent with the
         meanings of such terms under generally accepted accounting principles
         or regulatory accounting principles, the definitions contained herein
         shall control.

                  (c) The words "hereof", "herein" and "hereunder" and words of
         similar import when used in this Supplement shall refer to this
         Supplement as a whole and not to any particular provision of this
         Supplement; and the term "including" means "including without
         limitation".

                  (d) Unless otherwise stated in this Supplement, in the
         computation of a period of time from a specified date to a later
         specified date the word "from" shall mean "from and including" and the
         words "to" and "until" shall mean "to but excluding".

                  (e) Whenever used in this 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 to the masculine as well as the feminine and neuter
         genders of such terms:

                  "ADJUSTED EURODOLLAR RATE" shall have the meaning set forth in
the Certificate Purchase Agreement.

                  "ALTERNATE BASE RATE" shall have the meaning set forth in the
Certificate Purchase Agreement.


                                       2
<PAGE>   6


                  "AMORTIZATION DATE" means May 19, 2003.

                  "AMORTIZATION PERIOD" means the period commencing upon the
occurrence of the Amortization Date and ending upon the payment in full to the
Series 2000-1 Certificateholders of the Series Invested Amount, all accrued and
unpaid interest thereon and all other amounts owed to such Series 2000-1
Certificateholders under any Transaction Document.

                  "ASSIGNEE RATE" shall have the meaning set forth in the
Certificate Purchase Agreement.

                  "AVAILABLE PRINCIPAL COLLECTIONS" means, with respect to any
Distribution Date, the sum of (i) the portion of all Collections of Principal
Receivables allocated to Series 2000-1 pursuant to Section 4.03(b) of the
Pooling and Servicing Agreement for the most recently ended Due Period, (ii) any
Series 2000-1 Shared Principal Collections for such Distribution Date and (iii)
any other amounts which, pursuant to Article III hereof, are to be treated as
"Available Principal Collections" for such Distribution Date.

                  "BREAKAGE COSTS" shall have the meaning set forth in the
Certificate Purchase Agreement.

                  "CAP" means an interest rate cap having terms acceptable to
the Managing Agents executed pursuant to the Hedge Agreement, or any Replacement
Hedge Agreement.

                  "CAP PAYMENT" means, with respect to any Distribution Date,
the payment made by the Hedge Provider to the Trust, on or prior to the Deposit
Date for such Distribution Date, pursuant to the Cap.

                  "CERTIFICATE PURCHASE AGREEMENT" means the Series 2000-1
Certificate Purchase Agreement dated as of May 19, 2000 among the Seller, the
Conduit Purchasers, the Committed Purchasers, the Managing Agents, the
Certificate Agent and the Trustee, as the same may be amended, modified or
supplemented from time to time.

                  "CERTIFICATE RATE" means, as applicable, the Class A
Certificate Rate or the Subordinated Transferor Certificate Rate.

                  "CHANGE OF CONTROL" shall mean, with respect to any Person,
any event or series of events by which:

                           (i) such Person merges or consolidates with or into
                  another Person or the merger of another Person with or into
                  such Person, or the sale of all or substantially all the
                  assets of such Person to another Person, and, in the case of
                  any such merger or consolidation, the securities of such
                  Person that are outstanding immediately prior to such
                  transaction and which represent 100% of the aggregate voting
                  power of such Person are changed into or exchanged for cash,
                  securities or property, unless pursuant to such transaction
                  such securities are changed into or exchanged for, in addition
                  to any other consideration, securities of



                                       3
<PAGE>   7


                  the surviving corporation that represent immediately after
                  such transaction, at least a majority of the aggregate voting
                  power of the surviving corporation;

                           (ii) any "person" (as such term is used in Sections
                  13(d) and 14(d) of the Securities Exchange Act of 1934) is or
                  becomes the "beneficial owner" (as defined in Rules 13d-3 and
                  13d-5 under the Securities Exchange Act of 1934) directly or
                  indirectly, of the securities representing more than 40% of
                  the total voting power of such Person, except that such person
                  shall be deemed to have a beneficial ownership of all shares
                  that such person has the right to acquire, whether such right
                  is exercisable immediately or only after the passage of time;

                           (iii) individuals who, on the Closing Date,
                  constitute the board of directors of such Person (the
                  "INCUMBENT DIRECTORS") cease for any reason to constitute at
                  least a majority of the board of directors of such Person ,
                  provided that any person becoming a director subsequent to the
                  Closing Date whose election or nomination for election was
                  approved by a vote of at least two-thirds of the Incumbent
                  Directors then in office (either by a specific vote or by
                  approval of the proxy-statement of such Person in which such
                  individual is named as a nominee for director, without
                  objection to such nomination) shall be an Incumbent Director;
                  provided, however, no individual elected or nominated as a
                  director of such Person initially as a result of an actual or
                  threatened election contest with respect to directors or any
                  other actual or threatened solicitation of proxies or consents
                  by or on behalf of any person other than the board of
                  directors of such Person shall be deemed to be an Incumbent
                  Director.

                  "CLASS A AVAILABLE FUNDS" means, with respect to any
Distribution Date, an amount equal to the sum of (a) the product of (i) the
Class A Floating Allocation for the most recently ended Due Period and (ii) an
amount equal to (A) the aggregate amount of Collections of Finance Charge
Receivables allocated to Series 2000-1 pursuant to Section 4.03(b) of the
Pooling and Servicing Agreement for the most recently ended Due Period PLUS (B)
any amounts allocable as Collections of Finance Charge Receivables pursuant to
Section 4.03(d) of the Pooling and Servicing Agreement LESS (C) the aggregate
amount of such Collections of Finance Charge Receivables allocated pursuant to
Section 3.03(a) for such Distribution Date and (b) an amount equal to the Hedge
Payment with respect to such Distribution Date.

                  "CLASS A CERTIFICATE RATE" shall have the meaning set forth in
the Certificate Purchase Agreement.

                  "CLASS A CERTIFICATEHOLDER" means any Person in whose name a
Class A Certificate is registered in the Certificate Register.

                  "CLASS A CERTIFICATES" shall have the meaning specified in
Section 1.01(a) hereof.

                  "CLASS A EXPECTED FINAL PAYMENT DATE" means the May, 2004
Distribution Date.



                                       4
<PAGE>   8


                  "CLASS A FLOATING ALLOCATION" means, with respect to any Due
Period, the percentage equivalent of a fraction, the numerator of which is the
Class A Invested Amount as of the close of business on the last day of such Due
Period and the denominator of which is equal to the Series Invested Amount as of
the close of business on such last day; PROVIDED, HOWEVER, that, with respect to
the initial Due Period, the Class A Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which is the Class A
Initial Series Invested Amount and the denominator of which is the Initial
Series Invested Amount.

                  "CLASS A INITIAL SERIES INVESTED AMOUNT" means the aggregate
initial principal amount of the Class A Certificates, which is $102,500,000.

                  "CLASS A INVESTED AMOUNT" means, at any time, an amount equal
to (a) the Class A Initial Series Invested Amount, PLUS (b) the aggregate amount
of Increases after the Closing Date, MINUS (c) the aggregate amount of
Collections of Principal Receivables previously allocated under Section
3.02(b)(i), and distributed under Section 4.02(b) to Class A Certificateholders
MINUS (d) the excess, if any, of the aggregate amount of Class A Investor
Charge-Offs prior to such time over the aggregate cumulative amount allocated in
respect of Class A Investor Charge-Offs pursuant to Section 3.04(d) prior to
such time; PROVIDED, HOWEVER, that the Class A Invested Amount may not be
reduced below zero.

                  "CLASS A INVESTOR CHARGE-OFF" shall have the meaning specified
in Section 3.05(a).

                  "CLASS A INVESTOR LOSS AMOUNT" means, with respect to each
Distribution Date, an amount equal to the product of (a) the Investor Loss
Amount for the most recently ended Due Period and (b) the Class A Floating
Allocation applicable for such Due Period.

                  "CLASS A MONTHLY INTEREST" means, with respect to any
Distribution Date and the Interest Period ending on such Distribution Date, the
sum of the following amounts calculated for each Class A Certificate:

                      [CR X PA X IP] + [ DA + [(CR + 2.0%) X DA X IP]]
                       ------------             --------------------
                           YR                            YR

wherein:       CR  =  the weighted average Class A Certificate Rate applicable
                      to such Class A Certificate during such Interest Period.

               PA  =  with respect to any Distribution Date, the average
                      aggregate principal amount of all Class A Certificates.

               IP  =  the number of days in such Interest Period.

               DA  =  with respect to the initial Distribution Date, zero or,
                      with respect to any other Distribution Date, the amount of
                      any portion of the Class A Monthly Interest for such Class
                      A Certificate with respect to each prior


                                       5
<PAGE>   9


                      Distribution Date which has not been distributed to the
                      holder of such Class A Certificate.

               YR  =  360, or, if the Class A Certificate Rate in effect on the
                      day immediately preceding such Distribution Date is based
                      on the Alternate Base Rate, 365.

                  "CLASS A MONTHLY SERVICING FEE" means, with respect to any
Distribution Date, the product of (i) the Investor Monthly Servicing Fee for
such Distribution Date and (ii) the Class A Floating Allocation with respect to
the most recently ended Due Period.

                  "CLASS A PURCHASERS" means, "Purchasers" under the Certificate
Purchase Agreement.

                  "CLASS A REQUIRED AMOUNT" means, with respect to any
Distribution Date, the amount, if any, by which (a) the sum of (i) the Class A
Monthly Interest for such Distribution Date, PLUS (ii) the Class A Monthly
Servicing Fee for such Distribution Date, PLUS (iii) the Class A Monthly
Servicing Fee, if any, due but not paid on any prior Distribution Date, PLUS
(iv) the Class A Investor Loss Amount, if any, for such Distribution Date PLUS
(v) the Series 2000-1 Monthly Trustee's Fee, exceeds (b) the aggregate amount of
the Class A Available Funds allocated to the Class A Certificateholders pursuant
to Section 3.03 in respect thereof on such Distribution Date.

                  "CLOSING DATE" means, with respect to Series 2000-1, May 19,
2000.

                  "COMMITTED PURCHASERS" shall have the meaning set forth in the
Certificate Purchase Agreement.

                  "CONDUIT PURCHASERS" shall have the meaning set forth in the
Certificate Purchase Agreement.

                  "CUMULATIVE PRINCIPAL SHORTFALL" means, as of any Distribution
Date during the Amortization Period or Early Amortization Period, the sum of the
Principal Shortfalls for each Series in Group One that is a Principal Sharing
Series.

                  "DCR" means Duff & Phelps Credit Rating Co.

                  "DEPOSIT DATE" means, with respect to any Distribution Date,
the Business Day immediately preceding such Distribution Date.

                  "DILUTED RECEIVABLE" means that portion (and only that
portion) of any Receivable which is reduced or cancelled as a result of (i) any
failure by any Originator to deliver any merchandise or provide any services or
otherwise to perform under the underlying Cardholder Agreement or invoice, (ii)
any change in the terms of, or cancellation of, a Cardholder Agreement or
invoice or any other adjustment which reduces the amount payable by the Obligor
on the related Receivable or Account or (iii) any set-off by an Obligor in
respect of


                                       6
<PAGE>   10


any claim by such Obligor as to amounts owed by it on the related Receivable or
Account; provided, that Diluted Receivables are calculated assuming that all
chargebacks are resolved in the Obligor's favor and do not include contractual
adjustments to the amount payable by an Obligor that are eliminated from the
Receivables balance sold to the Trust through a reduction in the Purchase Price
for the related Receivable.

                  "DILUTION RATIO" means, as of any date, the fraction (i) the
numerator of which is an amount equal to the Dilution Amount for the Due Period
most recently ended and (ii) the denominator of which is the aggregate
outstanding balance of all Principal Receivables in the Trust Assets on the last
day of the Due Period immediately preceding such most recently ended Due Period.

                  "DISTRIBUTION DATE" shall have the meaning specified in the
Pooling and Servicing Agreement, and the initial Distribution Date shall be June
20, 2000.

                  "EARLY AMORTIZATION PERIOD" means the period commencing at the
close of business on the Business Day immediately preceding the day on which a
Series Early Amortization Event with respect to Series 2000-1 occurs and ending
on the Series 2000-1 Termination Date.

                  "E-MAIL SERVICER REPORT is defined in Section 5.1(a).

                  "ENHANCEMENT PROVIDER" shall not be applicable to this Series
2000-1.

                  "EXCESS SPREAD" means with respect to any Distribution Date,
the sum of the amounts with respect to such Distribution Date, if any,
constituting Excess Spread pursuant to Sections 3.03(b)(iv) and 3.03(c)(ii).

                  "EXCESS SPREAD PERCENTAGE" means, as of any date of
determination, the Portfolio Yield on such date MINUS the sum of (i) the Class A
Certificate Rate in effect on such date and (ii) the Series Servicing Fee
Percentage.

                  "FINANCE CHARGE SHORTFALL" means, with respect to Series
2000-1, for any Distribution Date, the excess, if any, of the full amount
required to be allocated pursuant to Sections 3.03 and 3.04 on such Distribution
Date over the amount not allocated pursuant to such Sections.

                  "GROUP ONE" means Series 2000-1, and each other Series
specified in the related Supplement to be included in Group One.

                  "HEDGE AGREEMENT" means that certain ISDA Master Agreement
dated December 19, 1997 among the Parent and the Hedge Provider and all
schedules, confirmations and annexes thereto, as the same may be amended,
modified, supplemented from time to time.

                  "HEDGE PAYMENT" means, with respect to any Distribution Date,
the sum of (a) the payment made by the Hedge Provider to the Trust, if any, on
or prior to the Deposit Date,



                                       7
<PAGE>   11


pursuant to the Swap (so long as such amount is positive) and (b) the Cap
Payment, if any, for such Distribution Date.

                  "HEDGE PROVIDER" means Citibank, or any successor or assign
thereto appointed as provided in the Hedge Agreement, in its individual capacity
pursuant to the Hedge Agreement, or if any Replacement Hedge Agreement is
obtained therefor pursuant to Section 3.07, the Replacement Hedge Provider.

                  "INCREASE" means the amount of each increase in the Class A
Invested Amount pursuant to the terms of the Certificate Purchase Agreement.

                  "INITIAL SERIES INVESTED AMOUNT" the sum of the Class A
Initial Series Invested Amount and the Subordinated Transferor Initial Invested
Amount.

                  "INTEREST PERIOD" means (i) with respect to the first
Distribution Date, the period from the Closing Date to, but not including, such
Distribution Date and (ii) with respect to each Distribution Date thereafter, a
period from each Distribution Date to, but not including, the next succeeding
Distribution Date.

                  "INTEREST RATE PROTECTION AGREEMENT" means each of the Swap
Agreement and the Cap Agreement.

                  "INVESTOR CERTIFICATEHOLDER" means (a) with respect to the
Class A Certificates, any Class A Certificateholder, and (b) with respect to the
Subordinated Transferor Certificate, any Subordinated Transferor
Certificateholder.

                  "INVESTOR CERTIFICATES" means the Class A Certificates and the
Subordinated Transferor Certificate.

                  "INVESTOR LOSS AMOUNT" means, with respect to any Distribution
Date, the portion of the Loss Amounts allocated to Series 2000-1 pursuant to
Section 4.03(b) of the Pooling and Servicing Agreement for the related Due
Period.

                  "INVESTOR MONTHLY SERVICING FEE" means, with respect to any
Distribution Date, an amount equal to one-twelfth of the product of (i) the
Series Servicing Fee Percentage and (ii) the Series Invested Amount as of the
last day of the most recent Due Period preceding such Distribution Date;
provided, however, that with respect to the initial Distribution Date, the
Investor Monthly Servicing Fee shall be equal to $170,000.

                  "MANAGING AGENTS" shall have the meaning set forth in the
Certificate Purchase Agreement.

                  "MONTHLY PAYMENT RATE" means, as of any date, the fraction (i)
the numerator of which is an amount equal to the aggregate amount of Collections
(excluding all net interest and other investment earnings thereon) for the Due
Period most recently ended and (ii) the denominator of which is the aggregate
outstanding balance of all Principal Receivables in the



                                       8
<PAGE>   12


Trust Assets on the last day of the Due Period immediately preceding such most
recently ended Due Period.

                  "NET LOSS PERCENTAGE" means at any date, the amount equal to,
in percentage terms, the aggregate outstanding balance of the Principal
Receivables which have been written off, or consistent with the Cardholder
Guidelines should have been written off (net of Recoveries) during the Due
Period most recently ended DIVIDED BY an amount equal to the aggregate
outstanding balance of all Principal Receivables in the Trust Assets on the last
day of the Due Period immediately preceding such most recently ended Due Period.

                  "PORTFOLIO YIELD" means, with respect to any Due Period, the
annualized percentage equivalent of a fraction, the numerator of which is an
amount equal to the sum of (i) the product of the Floating Allocation Percentage
for such Due Period and the aggregate amount of Collections of Finance Charge
Receivables for such Due Period, (ii) any Series 2000-1 Shared Excess Finance
Charge Collections for the related Distribution Date and (iii) the aggregate
amount of interest or other proceeds earned on amounts on deposit in any Series
Account during such Due Period, such sum to be calculated on a cash basis after
subtracting the Investor Loss Amount for such Due Period, and the denominator of
which is the Series Invested Amount as of the last day of the preceding Due
Period (or with respect to the initial Due Period, the Initial Series Invested
Amount).

                  "PRINCIPAL COLLECTION ACCOUNT" shall have the meaning
specified in Section 3.09.

                  "PRINCIPAL SHORTFALL" means, on any Distribution Date during
the Amortization Period or the Early Amortization Period, the amount by which
the Series Invested Amount exceeds the Available Principal Collections for such
Distribution Date.

                  "PROGRAM AGENT" means Citicorp North America, Inc., in its
capacity as "Program Agent" under the Certificate Purchase Agreement.

                  "RATING AGENCY" means Moody's, Standard & Poor's and DCR.

                  "REALLOCATED SUBORDINATED TRANSFEROR PRINCIPAL COLLECTIONS"
means, with respect to any Distribution Date, the aggregate amount of Available
Principal Collections allocated in accordance with Section 3.02(a)(i) on such
Distribution Date in an amount not to exceed the lesser of (a) the product of
(i) the Subordinated Transferor Floating Allocation with respect to the most
recently ended Due Period, and (ii) the amount of Available Principal
Collections with respect to such Distribution Date and (b) the Subordinated
Transferor Invested Amount on such Distribution Date.

                  "REPLACEMENT HEDGE AGREEMENT" means any replacement hedge
agreement between the Parent and the Replacement Hedge Provider having
substantially similar terms and conditions as the Hedge Agreement it replaces.

                  "REPLACEMENT HEDGE PROVIDER" means the replacement hedge
provider named in the Replacement Hedge Agreement.



                                       9
<PAGE>   13


                  "RESERVE ACCOUNT" shall have the meaning specified in Section
3.06.

                  "RESERVE ACCOUNT REQUIRED BALANCE" means $700,000.

                  "REVOLVING PERIOD" means the period from and including the
Closing Date to, but not including, the earlier of (i) the day the Amortization
Period commences or (ii) the day any Early Amortization Period commences.

                  "SERIES DISCOUNT FACTOR" means, for this Series 2000-1, with
respect to any date of determination, an amount (expressed as a percentage)
determined in accordance with the following formula:

                          [[PY- (BR + 1% )] / TR] * FAP

wherein:       BR  =  The sum (expressed as a percentage) of (a) the sum of (i)
                      a fraction, the numerator of which is the product of the
                      weighted average of the Class A Certificate Rates for the
                      most recently ended [Due][Interest] Period and the Class A
                      Invested Amount as of the last day of such [Due][Interest]
                      Period, and the denominator of which is the Series
                      Invested Amount as of such last day and (ii) a fraction,
                      the numerator of which is the product of the Subordinated
                      Transferor Certificate Rate for the most recently ended
                      Due Period and the Subordinated Transferor Invested Amount
                      as of the last day of such Due Period, and the denominator
                      of which is the Series Invested Amount as of such last day
                      and (b) the Series Servicing Fee Percentage per annum in
                      effect on such date.

               PY  =  The Portfolio Yield for such Series for the most recently
                      ended Due Period.

               TR  =  The annualized average (expressed as a percentage) of, for
                      each of the three Due Periods most recently ended on or
                      before such date, a fraction the numerator of which is the
                      aggregate principal amount (measured for each Receivable
                      at the time of acquisition) of all Receivables that were
                      acquired by the Trust during each such Due Period and the
                      denominator of which is the aggregate outstanding
                      principal balance of all Receivables as of the last day of
                      each such Due Period.

               FAP =  The Floating Allocation Percentage for such Series for the
                      most recently ended Due Period.

                  "SERIES INVESTED AMOUNT" means, on any date of determination
and with respect to Series 2000-1, an amount equal to the sum of (a) the Class A
Invested Amount and (b) the Subordinated Transferor Invested Amount, each as of
such date.


                                       10
<PAGE>   14



                  "SERIES 2000-1" means the Series of the Elder-Beerman Master
Trust represented by the Series 2000-1 Certificates.

                  "SERIES 2000-1 CERTIFICATEHOLDER" means any Person in whose
name a Series 2000-1 Certificate is registered in the Certificate Register.

                  "SERIES 2000-1 CERTIFICATES" means the Class A Certificates
and the Subordinated Transferor Certificate.

                  "SERIES 2000-1 MAJORITY IN INTEREST" shall have the meaning
set forth in the Certificate Purchase Agreement.

                  "SERIES 2000-1 MONTHLY PROGRAM FEES" means, with respect to
any Distribution Date, an amount equal to the fees accrued and payable on such
Distribution Date pursuant Section 3.01 of the Certificate Purchase Agreement.

                  "SERIES 2000-1 MONTHLY TRUSTEE'S FEE" means, with respect to
any Distribution Date, the amount agreed upon from time to time by the Trustee,
the Servicer and the Managing Agents as the fee, PLUS expenses and indemnity
payments accrued and payable on such Distribution Date to the Trustee with
respect to the Agreement and this Supplement.

                  "SERIES 2000-1 SHARED EXCESS FINANCE CHARGE COLLECTIONS" means
the portion of Shared Excess Finance Charge Collections allocated to Series
2000-1 pursuant to Section 4.03(f) of the Pooling and Servicing Agreement.

                  "SERIES 2000-1 SHARED PRINCIPAL COLLECTIONS" means the portion
of Shared Principal Collections allocated to Series 2000-1 pursuant to Sections
4.03(d) and 4.03(e) of the Pooling and Servicing Agreement.

                  "SERIES 2000-1 TERMINATION DATE" means the earliest to occur
of (i) the Distribution Date on which all amounts payable in respect of the
Series 2000-1 Certificates have been paid in full, (ii) the May, 2006
Distribution Date or (iii) the date of termination of the Trust pursuant to
Section 12.01 of the Pooling and Servicing Agreement.

                  "SERIES SERVICING FEE PERCENTAGE" means 2.0%.

                  "SHARED EXCESS FINANCE CHARGE COLLECTIONS" means, with respect
to any Distribution Date, the amount specified in Section 3.04(o) as
constituting "Shared Excess Finance Charge Collections."

                  "SHARED PRINCIPAL COLLECTIONS" means, with respect to any
Distribution Date, the aggregate amounts allocated to the Investor Certificates
pursuant to Section 3.02(b)(iv) to be treated as "Shared Principal Collections."

                  "SUBORDINATED TRANSFEROR AVAILABLE FUNDS" means, with respect
to any Distribution Date, an amount equal to (a) the product of the Subordinated
Transferor Floating



                                       11
<PAGE>   15


Allocation for the most recently ended Due Period and (b) an amount equal to (A)
Collections of Finance Charge Receivables allocated to Series 2000-1 pursuant to
Section 4.03(b) of the Pooling and Servicing Agreement for the most recently
ended Due Period PLUS (B) any amounts allocable as Collections of Finance Charge
Receivables pursuant to Section 4.03(d) of the Pooling and Servicing Agreement
LESS (C) the amount of such Collections of Finance Charge Receivables allocated
pursuant to Section 3.03(a) hereof for such Distribution Date.

                  "SUBORDINATED TRANSFEROR CERTIFICATEHOLDER" means any person
in whose name a Subordinated Transferor Certificate is registered in the
Certificate Register.

                  "SUBORDINATED TRANSFEROR CERTIFICATE RATE" means a per annum
rate equal to the Assignee Rate PLUS 0.25%.

                  "SUBORDINATED TRANSFEROR CERTIFICATE" shall have the meaning
specified in Section 1.01(a) hereof.

                  "SUBORDINATED TRANSFEROR CHARGE-OFF" shall have the meaning
specified in Section 3.05(c) hereof.

                  "SUBORDINATED TRANSFEROR FLOATING ALLOCATION" means, with
respect to any Due Period, the percentage equivalent of a fraction, the
numerator of which is the Subordinated Transferor Invested Amount as of the
close of business on the last day of the most recently ended Due Period and the
denominator of which is equal to the Series Invested Amount as of the close of
business on such last day; provided, however, that, with respect to the first
Due Period, the Subordinated Transferor Floating Allocation shall mean the
percentage equivalent of a fraction, the numerator of which is the Subordinated
Transferor Initial Invested Amount and the denominator of which is the Initial
Series Invested Amount.

                  "SUBORDINATED TRANSFEROR INITIAL INVESTED AMOUNT" means the
aggregate initial principal amount of the Subordinated Transferor Invested
Amount, which is $16,686,047.

                  "SUBORDINATED TRANSFEROR INTEREST MONTHLY SERVICING FEE"
means, with respect to any Distribution Date, the product of (i) the Investor
Monthly Servicing Fee for such Distribution Date and (ii) the Subordinated
Transferor Floating Allocation for the most recently ended Due Period.

                  "SUBORDINATED TRANSFEROR INVESTED AMOUNT" means, at any time,
an amount equal to (a) the Subordinated Transferor Initial Invested Amount,
MINUS (b) the aggregate amount of Collections of Principal Receivables
previously allocated under Section 3.02(b)(iii), and distributed under Section
4.02(e) to the Subordinated Transferor Certificateholders, MINUS (c) the
aggregate amount of Subordinated Transferor Charge-Offs prior to such time,
MINUS (d) the aggregate amount of Reallocated Subordinated Transferor Principal
Collections prior to such time, MINUS (e) without duplication with the foregoing
clause (c), an amount equal to the amount by which the Subordinated Transferor
Invested Amount has been reduced prior to such time pursuant to Section 3.05,
PLUS (f) the aggregate amounts allocated pursuant to Section 3.04(m) with
respect to amounts deducted pursuant to the foregoing clauses (c), (d) and (e)
and


                                       12
<PAGE>   16


distributed in respect thereof prior to such time; PROVIDED, HOWEVER, that the
Subordinated Transferor Invested Amount may not be reduced below zero or
increased above the Subordinated Transferor Initial Invested Amount.

                  "SUBORDINATED TRANSFEROR LOSS AMOUNT" means, with respect to
any Distribution Date, an amount equal to the product of (a) the Investor Loss
Amount for the most recently ended Due Period and (b) the Subordinated
Transferor Floating Allocation applicable for such Due Period.

                  "SUBORDINATED TRANSFEROR MONTHLY INTEREST" means, with respect
to any Distribution Date, an amount equal to:

                      [CR X IA X IP] + [ DA + [(CR + 2.0%) X DA X IP]]
                       ------------             --------------------
                            YR                            YR

wherein:       CR  =  the Subordinated Transferor Certificate Rate in effect on
                      the day immediately preceding such Distribution Date.

               IA  =  with respect to the initial Distribution Date, the
                      Subordinated Transferor Initial Invested Amount or, with
                      respect to any other Distribution Date the Subordinated
                      Transferor Invested Amount determined as of the day
                      immediately preceding such Distribution Date.

               IP  =  the number of days in the period from and including the
                      immediately preceding Distribution Date to but excluding
                      the current Distribution Date.

               DA  =  with respect to the initial Distribution Date, zero or,
                      with respect to any other Distribution Date, the amount of
                      any portion of the Subordinated Transferor Monthly
                      Interest with respect to each prior Distribution Date
                      which has not been distributed to the Subordinated
                      Transferor Certificateholders.

               YR  =  360, or, if the Subordinated Transferor Certificate Rate
                      in effect on the day immediately preceding such
                      Distribution Date is based on a rate which is in turn
                      based on the Alternate Base Rate, 365.

                  "SWAP" means a fixed/floating interest rate swap having terms
acceptable to the Managing Agents executed pursuant to the Hedge Agreement or
any Replacement Hedge Agreement.

                  Section 2.02. RATING AGENCY CONDITION. Notwithstanding
anything to the contrary in the Pooling and Servicing Agreement, unless there is
then outstanding one or more Series of Investor Certificates which, as of the
date of issuance of such Certificates, were rated in


                                       13
<PAGE>   17


the highest investment category by each Rating Agency, no action which would be
subject to the Rating Agency Condition or which would otherwise require Rating
Agency consent pursuant to the terms of the Pooling and Servicing Agreement or
this Supplement were one or more Series of Investor Certificates rated by any
Rating Agency then outstanding, shall be taken unless the Managing Agents shall
have first consented in writing to such action, which consent by the Managing
Agents shall be in lieu of a requirement to satisfy the Rating Agency Condition
or obtain Rating Agency consent.

                                  ARTICLE III

                          RIGHTS OF CERTIFICATEHOLDERS
                  AND ALLOCATION AND APPLICATION OF COLLECTIONS

                  Section 3.01. REVOLVING PERIOD DAILY PRINCIPAL ALLOCATIONS.

                  (a) On any Business Day, prior to the making of any
         allocations, distributions or deposits pursuant to Sections 3.01(b) and
         3.02 below, if any Swap Agreement or Cap Agreement shall cease to be in
         full force and effect on or prior to such Business Day, the Program
         Agent may instruct the Trustee in writing to, and the Trustee shall,
         for the purpose of obtaining a Replacement Swap Agreement or
         Replacement Cap Agreement, as the case may be, allocate and distribute
         all Collections of Principal Receivables deposited in the Concentration
         Account on such Business Day and any credit balance remaining in the
         Principal Collection Account in accordance with such written
         instructions, up to the amount required to obtain such Replacement Swap
         Agreement or Replacement Cap Agreement.

                  (b) On each Business Day during the Revolving Period, the
         Servicer shall instruct the Trustee by the Daily Report to, and the
         Trustee shall, with respect to all Collections of Principal Receivables
         deposited in the Concentration Account on such Business Day and the
         credit balance remaining in the Principal Collection Account:

                           (i) allocate and distribute to the holder of the
                  Exchangeable Transferor Certificate, such Collections of
                  Principal Receivables and, to the extent such Collections of
                  Principal Receivables are insufficient, the credit balance in
                  the Principal Collection Account, up to an aggregate amount
                  equal to the aggregate outstanding balance of all Principal
                  Receivables Transferred to the Trust on the immediately
                  preceding Business Day; and

                           (ii) allocate to and deposit in the Principal
                  Collection Account any remaining balance of such Collections
                  of Principal Receivables.

                  Section 3.02. ALLOCATION OF COLLECTIONS OF PRINCIPAL
RECEIVABLES.

                  (a) On each Distribution Date during the Revolving Period,
         after the allocations required to be made pursuant to Sections 3.03 and
         3.04 for such Distribution



                                       14
<PAGE>   18


         Date shall have been made, the Servicer shall instruct the Trustee by
         the Monthly Servicer's Report to, and the Trustee shall, allocate the
         Available Principal Collections for such Distribution Date in the
         following priority:

                           (i) to the Managing Agents, for the benefit of the
                  Class A Purchasers, in the order of priority and up to the
                  amounts specified in Sections 3.03(b)(i) and (ii) below, but
                  in an aggregate amount not to exceed an amount equal to the
                  lesser of (x) the product of (1) the Subordinated Transferor
                  Floating Allocation for the most recently ended Due Period,
                  and (2) such Available Principal Collections and (y) the
                  Subordinated Transferor Invested Amount on such Distribution
                  Date;

                           (ii) any remaining balance shall be allocated to the
                  holder of the Exchangeable Transferor Certificate; provided,
                  however, that in no event shall the amount allocated to the
                  holder of the Exchangeable Transferor Certificate pursuant to
                  this Section 3.02(a)(ii) be greater than the Transferor
                  Interest on such Distribution Date.

                  (b) On each Distribution Date during the Amortization Period
         or Early Amortization Period, the Servicer shall instruct the Trustee
         by the Monthly Servicer's Report to, and the Trustee shall, allocate
         the Available Principal Collections for such Distribution Date, PLUS an
         amount equal to the credit balance in the Principal Collection Account,
         PLUS an amount equal to the credit balance in the Reserve Account, in
         the following priority:

                           (i) to the Managing Agents, for the benefit of the
                  Class A Purchasers, until the Class A Invested Amount shall be
                  reduced to zero;

                           (ii) any remaining balance, to the Subordinated
                  Transferor Certificateholders, until the Subordinated
                  Transferor Invested Amount shall be reduced to zero;

                           (iii) any remaining balance or, if less, an amount
                  equal to the product of (1) a fraction, the numerator of which
                  is equal to such Available Principal Collections and the
                  denominator of which is equal to the sum of the Available
                  Principal Collections for each Series (including this Series
                  2000-1) in Group One that is a Principal Sharing Series for
                  the most recently ended Due Period and (2) the Cumulative
                  Principal Shortfall for such Distribution Date, shall be
                  treated as "Shared Principal Collections" and allocated to
                  Series in Group One which are Principal Sharing Series other
                  than this Series 2000-1; and

                           (iv) any remaining balance, to the holder of the
                  Exchangeable Transferor Certificate.

                  Section 3.03. ALLOCATION OF COLLECTIONS OF FINANCE CHARGE
RECEIVABLES. On each Distribution Date, the Servicer shall instruct the Trustee
by the Monthly Servicer's Report to, and the Trustee shall allocate all
Collections of Finance Charge Receivables (including any



                                       15
<PAGE>   19


amounts allocable as Collections of Finance Charge Receivables pursuant to
Section 4.03(d) of the Pooling and Servicing Agreement) for the most recently
ended Due Period, any Hedge Payment for such Distribution Date and, where
specified below, the credit balance in the Reserve Account in the following
priority:

                  (a) an amount equal to all such Collections of Finance Charge
         Receivables for the most recently ended Due Period PLUS, to the extent
         such amount is insufficient to make the allocations provided for in
         clauses (i) and (ii) of this Section 3.03(a), an amount equal to the
         lesser of such insufficiency or the credit balance in the Reserve
         Account, in the following priority:

                           (i) to the Trustee, up to an amount equal to the
                  Series 2000-1 Monthly Trustee's Fee for such Distribution
                  Date;

                           (ii) to the Servicer in respect of servicing fees, if
                  The El-Bee Chargit Corp. or an Affiliate of the Parent is not
                  the Servicer;

                           (iii) to the Hedge Provider, to the extent not paid
                  under the Hedge Agreement or a Replacement Hedge Agreement

                           (iv) any remaining balance to the Managing Agents, up
                  to an amount equal to the Series 2000-1 Monthly Program Fees
                  for such Distribution Date; and

                           (v) any remaining balance to be allocated as provided
                  in Sections 3.03(b) and 3.03(c) below,

                  (b) a portion of such Collections of Finance Charge
         Receivables (including any amounts allocable as Collections of Finance
         Charge Receivables pursuant to Section 4.03(d) of the Pooling and
         Servicing Agreement) and of any Hedge Payment for such Distribution
         Date equal to the Class A Available Funds for the most recently ended
         Due Period, PLUS to the extent such amount is insufficient to make the
         allocations provided for in clauses (i), (ii) and (iii) of this Section
         3.03(b), an amount equal to the lesser of such insufficiency or the
         credit balance remaining in the Reserve Account, in the following
         priority:

                           (i) to the Managing Agents, for the benefit of the
                  Class A Purchasers, up to an amount equal to the Class A
                  Monthly Interest for such Distribution Date;

                           (ii) any remaining balance, up to an amount equal to
                  the Class A Investor Loss Amount, if any, as of such
                  Distribution Date, shall be allocated as "Available Principal
                  Collections" for such Distribution Date (to be allocated in
                  accordance with Section 3.02);

                           (iii) any remaining balance, up to an amount equal to
                  the Class A Monthly Servicing Fee for such Distribution Date
                  PLUS the amount of any Class A



                                       16
<PAGE>   20


                  Monthly Servicing Fee for each prior Distribution Date which
                  has not been distributed to the Servicer, to the Servicer; and

                           (iv) any remaining balance as "Excess Spread", to be
                  allocated as set forth in Section 3.04,

                  (c) a portion of such Collections of Finance Charge
         Receivables (including any amounts allocable as Collections of Finance
         Charge Receivables pursuant to Section 4.03(d) of the Pooling and
         Servicing Agreement) equal to the Subordinated Transferor Available
         Funds for the most recently ended Due Period, in the following
         priority:

                           (i) to the Servicer, up to an amount equal to the
                  Subordinated Transferor Interest Monthly Servicing Fee for
                  such Distribution Date, PLUS the amount of any Subordinated
                  Transferor Interest Monthly Servicing Fee for each prior
                  Distribution Date which has not been distributed to the
                  Servicer; and

                           (ii) any remaining balance as "Excess Spread", to be
                  allocated as set forth in Section 3.04.

                  Section 3.04. EXCESS SPREAD. On each Distribution Date, the
Servicer shall instruct the Trustee by the Monthly Servicer's Report to allocate
Excess Spread and Series 2000-1 Shared Excess Finance Charge Collections, in
each case with respect to the most recently ended Due Period, in the following
priority:

                  (a) to the Trustee, up to an amount equal to any portion of
         the Series 2000-1 Monthly Trustee's Fee for such Distribution Date
         which shall not have been allocated thereto pursuant to Section
         3.02(a)(i);

                  (b) any remaining balance to the Managing Agents, for the
         benefit of the Class A Purchasers and the Managing Agents, up to an
         amount equal to any portion of the Series 2000-1 Program Fees which
         shall not have been allocated thereto pursuant to Section 3.02(a)(ii);

                  (c) any remaining balance to the Managing Agents, for the
         benefit of the Class A Purchasers, up to an amount equal to the Class A
         Required Amount, if any, with respect to such Distribution Date,
         allocated in accordance with, and in the priority and up to the amounts
         set forth in, Section 3.03(b);

                  (d) any remaining balance to the Managing Agents, for the
         benefit of the Class A Purchasers, until the aggregate cumulative
         amount allocated under this Section 3.04(d) equals the aggregate amount
         of Class A Investor Charge-Offs, shall be allocated as "Available
         Principal Collections" for such Distribution Date (to be allocated
         accordingly);



                                       17
<PAGE>   21


                  (e) any remaining balance to the Managing Agents, for the
         benefit of the Class A Purchasers, up to an amount equal to the
         Breakage Costs, if any, for the most recently ended Due Period;

                  (f) any remaining balance shall be allocated to and deposited
         in the Reserve Account, until the credit balance on deposit in the
         Reserve Account is equal to at least the Reserve Account Required
         Balance;

                  (g) any remaining balance to the Servicer, up to an amount
         equal to the Subordinated Transferor Monthly Servicing Fee for such
         Distribution Date;

                  (h) any remaining balance to the Subordinated Transferor
         Certificateholders, up to an amount equal to the Subordinated
         Transferor Monthly Interest for such Distribution Date PLUS the amount
         of any Subordinated Transferor Monthly Interest with respect to each
         prior Distribution Date which has not been distributed to the
         Subordinated Transferor Certificateholders;

                  (i) any remaining balance, up to an amount equal to the
         Subordinated Transferor Loss Amount, if any, for such Distribution
         Date, shall be allocated as "Available Principal Collections" for such
         Distribution Date (to be allocated accordingly);

                  (j) any remaining balance, up to an amount equal to the
         aggregate amount by which the Subordinated Transferor Invested Amount
         has been reduced below the Subordinated Transferor Initial Invested
         Amount, except for reductions pursuant to Section 3.02(b)(ii), shall be
         allocated as "Available Principal Collections" for such Distribution
         Date (to be allocated accordingly);

                  (k) any remaining balance will constitute "Shared Excess
         Finance Charge Collections" for such Distribution Date and will be
         available for allocation to other Series in Group One or to the holder
         of the Exchangeable Transferor Certificate as described in Section
         4.03(f) of the Pooling and Servicing Agreement.

                  Section 3.05. INVESTOR CHARGE-OFFS.

                  (a) On or before each Distribution Date, the Servicer shall
         calculate the Class A Investor Loss Amount for such Distribution Date.
         If, on any Distribution Date, such Class A Investor Loss Amount exceeds
         the sum of the amounts allocated to the Class A Certificateholders with
         respect thereto pursuant to Sections 3.03(b) and 3.04 with respect to
         such Distribution Date, the Subordinated Transferor Invested Amount
         (after giving effect to reductions thereof for any Reallocated
         Subordinated Transferor Principal Collections on such Distribution
         Date) will be reduced by the amount of such excess. In the event that
         such reduction would cause the Subordinated Transferor Invested Amount
         to be a negative number, the Subordinated Transferor Invested Amount
         will be reduced to zero, and the Class A Invested Amount will be
         reduced by the amount by which the Subordinated Transferor Invested
         Amount would have been reduced below zero, but not


                                       18
<PAGE>   22


         by more than the Class A Investor Loss Amount for such Distribution
         Date (such reduction being a "CLASS A INVESTOR CHARGE-OFF").

                  (b) On or before each Distribution Date, the Servicer shall
         calculate the Subordinated Transferor Loss Amount for such Distribution
         Date. If on any Distribution Date, such Subordinated Transferor Loss
         Amount exceeds the amount allocated to the Subordinated Transferor
         Certificateholders with respect thereto pursuant to Section 3.04 with
         respect to such Distribution Date, the Subordinated Transferor Invested
         Amount (after giving effect to any reduction thereof for any
         Reallocated Subordinated Transferor Principal Collection and any
         adjustments thereto pursuant to Section 3.05(a) above) will be reduced
         by the amount of such excess (such reduction being a "SUBORDINATED
         TRANSFEROR CHARGE-OFF").

                  Section 3.06. RESERVE ACCOUNT.

                  (a) The Servicer, for the benefit of the Beneficiaries, shall
         establish and maintain in the United States, in the name of the
         Trustee, on behalf of the Trust, a segregated trust account with an
         institution which is and continues to be a Qualified Depository
         Institution (which shall initially be the Trustee), bearing a
         designation clearly indicating that the funds deposited therein are
         held for the benefit of the Beneficiaries (the "RESERVE ACCOUNT"). On
         the Closing Date, the Transferor shall deposit to the Reserve Account
         immediately available funds in an amount equal to the Reserve Account
         Required Balance. The Trustee, for the benefit of the Beneficiaries,
         shall possess all right, title and interest in all funds on deposit
         from time to time in the Reserve Account and in all proceeds thereof.
         Without limiting the rights of the Servicer set forth in Section
         3.06(b) below, the Reserve Account shall be under the sole dominion and
         control of the Trustee for the benefit of the Beneficiaries. Except as
         expressly provided in this Agreement, the Servicer agrees that it shall
         have no right to deduct from any funds held in the Reserve Account for
         any amount owed to it by the Trustee, the Trust, the Transferor, any
         Originator or any Certificateholder. If at any time the institution
         holding the Reserve Account ceases to be a Qualified Depository
         Institution the Transferor shall notify the Trustee, and the Trustee,
         upon notice by the Servicer (or the Servicer on its behalf) shall
         promptly establish a new Reserve Account with a Qualified Depository
         Institution meeting the conditions specified above, and shall transfer
         any cash or any investments to such new Reserve Account and, from the
         date such new Reserve Account is established, it shall be the "Reserve
         Account." The Trustee, at the written direction of the Servicer, shall
         make deposits to and withdrawals from the Reserve Account from time to
         time, at such time and for distributions pursuant to Section 3.04 of
         amounts allocated pursuant to Section 3.03 hereof.

                  (b) Funds on deposit in the Reserve Account shall be invested
         at the written direction of the Servicer by the Trustee in Permitted
         Investments selected by the Servicer. All such Permitted Investments
         shall be held by the Trustee for the benefit of the Beneficiaries. The
         Trustee shall maintain for the benefit of the Beneficiaries possession
         of the negotiable instruments or securities, if any, evidencing such
         Permitted Investments.



                                       19
<PAGE>   23


         Funds on deposit in the Reserve Account on any Distribution Date, after
         giving effect to any withdrawals from the Reserve Account on such
         Distribution Date, shall be invested in such investments that will
         mature so that such funds will be available for withdrawal on the
         following Distribution Date. No Permitted Investment shall be
         liquidated prior to its maturity.

                  Section 3.07. HEDGE AGREEMENT.

                  (a) The Servicer hereby represents and warrants that the
         Parent has duly executed the Hedge Agreement for the benefit of the
         Class A Certificateholders providing for one or more Swaps and Caps
         having an aggregate notional amount of at least $150,000,000.

                  (b) Upon the effectiveness of any Replacement Hedge Agreement
         and one or more Swaps and Caps thereunder having terms acceptable to
         the Managing Agents, the Swaps and/or Caps being replaced shall
         terminate and the Hedge Provider shall be released of all future
         obligations thereunder, provided, that such Hedge Provider shall not be
         released from any obligations which have previously accrued thereunder
         and shall continue to be obligated to perform such obligations.

                  (c) The Servicer covenants and agrees to replace (i) any Hedge
         Provider who shall have failed to make any Hedge Payment within five
         calendar days of when such payment is due with a Replacement Hedge
         Provider, the short term debt obligations of which are rated at least
         "A-1 +" by Standard & Poor's and "P-1" by Moody's, within 30 calendar
         days of when such payment, as the case may be, is due.

                  Section 3.08. PRINCIPAL COLLECTION ACCOUNT.

                  (a) The Servicer, for the benefit of the Beneficiaries, shall
         establish and maintain in the United States, in the name of the
         Trustee, on behalf of the Trust, a segregated trust account with an
         institution which is and continues to be a Qualified Depository
         Institution (which shall initially be the Trustee), bearing a
         designation clearly indicating that the funds deposited therein are
         held for the benefit of the Beneficiaries (the "PRINCIPAL COLLECTION
         ACCOUNT"). The Trustee, for the benefit of the Beneficiaries, shall
         possess all right, title and interest in all funds on deposit from time
         to time in the Principal Collection Account and in all proceeds
         thereof. Without limiting the rights of the Servicer set forth in
         Section 3.08(b) below, the Principal Collection Account shall be under
         the sole dominion and control of the Trustee for the benefit of the
         Beneficiaries. Except as expressly provided in this Agreement, the
         Servicer agrees that it shall have no right to deduct from any funds
         held in the Principal Collection Account for any amount owed to it by
         the Trustee, the Trust, the Transferor, any Originator or any
         Certificateholder. If at any time the institution holding the Principal
         Collection Account ceases to be a Qualified Depository Institution, the
         Transferor shall notify the Trustee, and the Trustee, upon notice by
         the Servicer (or the Servicer on its behalf) shall promptly establish a
         new Principal Collection Account with a Qualified Depository
         Institution


                                       20
<PAGE>   24


         meeting the conditions specified above, and shall transfer any cash or
         any investments to such new Principal Collection Account and, from the
         date such new Principal Collection Account is established, it shall be
         the "Principal Collection Account." The Trustee, at the written
         direction of the Servicer, shall make deposits to and withdrawals from
         the Principal Collection Account from time to time, at such time and
         for distributions pursuant to Section 3.01 and for distributions of
         amounts allocated pursuant to Section 3.02(b).

                  (b) Funds on deposit in the Principal Collection Account shall
         be invested at the written direction of the Servicer by the Trustee in
         Permitted Investments selected by the Servicer. All such Permitted
         Investments shall be held by the Trustee for the benefit of the
         Beneficiaries. The Trustee shall maintain for the benefit of the
         Beneficiaries possession of the negotiable instruments or securities,
         if any, evidencing such Permitted Investments. Funds on deposit in the
         Principal Collection Account on any Distribution Date, after giving
         effect to any withdrawals from the Principal Collection Account on such
         Distribution Date, shall be invested in such investments that will
         mature so that such funds will be available for withdrawal on the
         following Distribution Date. No Permitted Investment shall be
         liquidated prior to its maturity.

                                   ARTICLE IV

                      DISTRIBUTIONS AND REPORTS TO INVESTOR
                               CERTIFICATEHOLDERS

                  Section 4.01. SERVICER DEPOSITS. On or before each Deposit
Date in each Due Period, the Servicer shall deposit or cause to be deposited in
the Concentration Account funds in an amount equal to the lesser of (x) the
aggregate Finance Charge Shortfall for such Due Period and (y) the Available
Principal Collections for such Due Period, it being understood that any
underestimates or overestimates by the Servicer in making such deposit shall be
promptly corrected.

                  Section 4.02. DISTRIBUTIONS.

                  (a) On each Distribution Date, the Trustee shall distribute
         (in accordance with the certificate delivered by the Servicer to the
         Trustee pursuant to Section 3.04(b) of the Pooling and Servicing
         Agreement) to itself (other than as provided in Section 12.03 of the
         Pooling and Servicing Agreement respecting a final distribution) from
         the Concentration Account, all amounts that have been allocated to the
         Trustee pursuant to Article III by wire transfer or other appropriate
         means.

                  (b) On each Distribution Date, the Trustee shall distribute
         (in accordance with the certificate delivered by the Servicer to the
         Trustee pursuant to Section 3.04(b) of the Pooling and Servicing
         Agreement) to the Managing Agents, for the benefit of the Class A
         Purchasers, the Managing Agents and the Program Agent (other than as
         provided in



                                       21
<PAGE>   25


         Section 12.03 of the Pooling and Servicing Agreement respecting a final
         distribution) from the Concentration Account, all amounts that have
         been allocated to the Managing Agents, for the benefit of the Class A
         Purchasers, the Managing Agents and the Program Agent, pursuant to
         Article III by wire transfer to the Managing Agents' Account (or such
         other account as may be specified in writing by the Managing Agents to
         the Trustee).

                  (c) On each Distribution Date, the Trustee shall distribute
         (in accordance with the certificate delivered by the Servicer to the
         Trustee pursuant to Section 3.04(b) of the Pooling and Servicing
         Agreement) to each Subordinated Transferor Certificateholder of record
         on the immediately preceding Record Date (other than as provided in
         Section 12.03 of the Pooling and Servicing Agreement respecting a final
         distribution) such Certificateholder's pro rata share (based on the
         aggregate Undivided Trust Interests represented by the Subordinated
         Transferor Certificate held by such Certificateholder) from the
         Concentration Account, all amounts that have been allocated to the
         Subordinated Transferor Certificateholders pursuant to Article III by
         wire transfer to each Subordinated Transferor Certificateholder, to an
         account specified by such Certificateholder to the Trustee in writing.

                  (d) On each Distribution Date, the Trustee shall distribute
         (in accordance with the certificate delivered by the Servicer to the
         Trustee pursuant to Section 3.04(b) of the Pooling and Servicing
         Agreement) to the Servicer (if The El-Bee Chargit Corp. or an Affiliate
         of the Parent is not the Servicer), the Hedge Provider or any
         Replacement Hedge Provider, all amounts that have been allocated to the
         Servicer (if The El-Bee Chargit Corp. or an Affiliate of the Parent is
         not the Servicer), the Hedge Provider or any Replacement Hedge
         Provider, pursuant to Article III by wire transfer to the Managing
         Agents' Account (or such other account as may be specified in writing
         by the ProgramAgent to the Trustee)

                  Section 4.03. ANNUAL CERTIFICATEHOLDERS' TAX STATEMENT. On or
before January 31 of each calendar year, beginning with January 31, 2001, the
Trustee shall distribute to each Person who at any time during the preceding
calendar year was a Series 2000-1 Certificateholder, a statement prepared by the
Servicer containing the information required to be contained in the Monthly
Servicer's Report, aggregated for such calendar year or the applicable portion
thereof during which such Person was a Series 2000-1 Certificateholder, together
with such other customary information (consistent with the treatment of the
Class A Certificates as debt) as the Servicer deems necessary or desirable to
enable the Series 2000-1 Certificateholders to prepare their tax returns. The
Servicer will provide such information to the Trustee as soon as possible after
January 1 of each calendar year. Such obligations of the Trustee shall be deemed
to have been satisfied to the extent that substantially comparable information
shall be provided by the Trustee pursuant to any requirements of the Code as
from time to time in effect.

                  Section 4.04. TRANSFEROR'S OR SERVICER'S FAILURE TO MAKE A
DEPOSIT OR PAYMENT. If the Servicer or the Transferor fails to make, or give
instructions to make, any payment or deposit required to be made or given by the
Servicer or Transferor, respectively, at the time specified in the Pooling and
Servicing Agreement (including applicable grace periods), the



                                       22
<PAGE>   26


Trustee shall make such payment or deposit from the applicable account without
instruction from the Servicer or Transferor. The Trustee shall be required to
make any such payment, deposit or withdrawal hereunder only to the extent that
the Trustee has sufficient information to allow it to determine the amount
thereof; provided, however, that the Trustee shall in all cases be deemed to
have sufficient information to determine the amount of interest payable to the
Investor Certificateholders on each Distribution Date. The Servicer shall, upon
request of the Trustee, promptly provide the Trustee with all information
necessary to allow the Trustee to make such payment, deposit or withdrawal. Such
funds or the proceeds of such withdrawal shall be applied by the Trustee in the
manner in which such payment or deposit should have been made by the Transferor
or the Servicer, as the case may be.

                                    ARTICLE V

                                    COVENANTS

                  Section 5.01. COVENANTS OF THE SERVICER. The Servicer hereby
covenants that:

                  (a) The Servicer will furnish to each Managing Agent, promptly
         after delivery to the Trustee, all notices, reports and other
         information given to the Trustee under the Pooling and Servicing
         Agreement other than the Daily Reports required thereunder. The
         Servicer further agrees that, notwithstanding any contrary provision
         contained in the Pooling and Servicing Agreement, (i) it will submit
         each Monthly Servicer's Report by electronic mail (each an "E-MAIL
         SERVICER REPORT"), (ii) it will make arrangements with VeriSign, Inc.
         (or another authenticating organization acceptable to the Program
         Agent) to enable the Servicer to generate electronic signatures to be
         used on such E-Mail Servicer Reports, (iii) it will format each E-Mail
         Servicer Report in accordance with the directions of the Program Agent
         and each of the Managing Agents, (iv) it will send each E-Mail Servicer
         Report to the electronic mail address designated by the Program Agent
         and the Managing Agents from time to time, (v) it authorizes the
         Program Agent and each of the Managing Agents to rely on such E-Mail
         Servicer Report for all purposes related to this Supplement to the same
         extent as if the contents thereof had been otherwise delivered to the
         Program Agent and each of the Managing Agents and (vi) it acknowledges
         that the Program Agent or any of the Managing Agents may at any time
         require it to manually submit a written Monthly Servicer's Report
         instead of such E-Mail Servicer Report.

                  (b) At any time and from time to time during the Servicer's
         regular business hours, on reasonable prior notice and for a purpose
         reasonably related to the Pooling and Servicing Agreement, the Servicer
         shall, in response to any reasonable request of the Trustee or any
         Managing Agent, permit the Trustee or such Managing Agent or their
         agents or representatives (which may be an independent accounting
         firm), (i) to examine and make copies of and abstracts from all books,
         records and documents (including, without limitation, computer tapes,
         microfiche and disks) in the possession or under the control of the
         Servicer relating to the Trust Assets, the Receivables and the Accounts
         and


                                       23
<PAGE>   27


         (ii) to visit the offices and properties of the Servicer for the
         purpose of examining such materials and to discuss matters relating to
         the Trust Assets, the Receivables and the Accounts or the Servicer's
         performance under any Transaction Document with any of the officers or
         employees of the Servicer having knowledge thereof. The Parent hereby
         agrees to pay all reasonable expenses incurred by the Trustee and each
         Managing Agent in exercising its rights under this Section 5.01. The
         Servicer agrees that each Managing Agent will have the right to request
         reasonable changes in the annual servicing report furnished by the
         independent public accountants pursuant to Section 3.06 of the Pooling
         and Servicing Agreement which are reasonably related to the Trust
         Assets and the matters contemplated by the Transaction Documents, and
         the Servicer agrees to use good faith reasonable efforts to obtain the
         independent public accountants' agreement to such changes.

                                   ARTICLE VI

                     SERIES 2000-1 EARLY AMORTIZATION EVENTS

                  Section 6.01. SERIES EARLY AMORTIZATION EVENTS. If an Early
Amortization Event or any one of the following events shall occur (each, a
"SERIES EARLY AMORTIZATION EVENT"):

                  (a) any Purchase Agreement shall for any reason cease to be in
         full force and effect or an Early Termination (as defined therein)
         shall occur; or

                  (b) (i) any purchase of any Receivables or other Trust Assets
         by the Transferor under any Purchase Agreement shall cease to create a
         valid sale, transfer and assignment to the Transferor of all right,
         title and interest of the Originator in and to such Trust Assets and
         the proceeds thereof, or (ii) any Transfer of any Trust Asset on any
         date shall for any reason cease to create a valid and perfected first
         priority sale, Transfer and assignment to the Trust of all right, title
         and interest of the Transferor in and to such Trust Assets and the
         proceeds thereof or, if such Transfer does not constitute such a sale,
         Transfer and assignment, cease to create a valid and perfected first
         priority security interest in such Trust Assets and the proceeds
         thereof, or (iii) the Investor Certificates delivered hereunder shall
         for any reason (other than due to the acts or omissions of the Investor
         Certificateholders) cease to evidence the transfer to the Investor
         Certificateholders of, or the Investor Certificateholders shall
         otherwise cease to have, a beneficial interest in a trust owning, or
         the Trustee on behalf of the Trust having a perfected first priority
         security interest in, the Trust Assets now existing and hereafter
         arising and the proceeds thereof to the extent of their respective
         Undivided Trust Interests; or

                  (c) a Servicer Default shall have occurred and be continuing;
         or

                  (d) the Servicer shall have resigned and shall not have been
         replaced, in each case in accordance with the terms of the Pooling and
         Servicing Agreement; or



                                       24
<PAGE>   28


                  (e) the Parent shall fail to observe or perform any covenant
         or agreement (within any applicable cure period) applicable to it
         contained in the Parent Undertaking Agreement, or the Parent
         Undertaking Agreement shall cease to be in effect or the Parent shall
         so assert in writing; or

                  (f) any material adverse change shall occur in the
         collectibility of the Receivables taken as a whole (other than as a
         result of the default of one or more Obligors on the payment thereof)
         or in the financial condition of the Transferor, the Parent, the
         Servicer or any Originator, or in the ability of any of them or any
         Originator to perform its obligations under any Transaction Document;
         or

                  (g) any Transaction Document shall cease to be in full force
         and effect; or

                  (h) (i) any Plan Event shall have occurred, (ii) the
         Transferor or any ERISA Affiliate shall have withdrawn from a
         Multiemployer Plan, or (iii) any Multiemployer Plan shall have been
         terminated or reorganized or become insolvent, and as a result of one
         or more such events the Transferor or any ERISA Affiliate has incurred
         or is reasonably expected to incur liability in excess of $500,000; or

                  (i) with respect to any Originator and the related Purchase
         Agreement, (i) any Plan Event (as defined in such Purchase Agreement)
         shall have occurred, (ii) such Originator or any ERISA Affiliate (as
         defined in such Purchase Agreement) shall have withdrawn from a
         Multiemployer Plan (as defined in such Purchase Agreement), or (iii)
         any such Multiemployer Plan shall have been terminated or reorganized
         or become insolvent, and as a result of one or more such events such
         Originator or any such ERISA Affiliate has incurred or is reasonably
         expected to incur liability in excess of $500,000; or

                  (j) the Parent shall cease to be the direct or indirect
         beneficial owner of at least 100% of the outstanding Voting Stock of
         the Transferor or the Servicer, or there shall occur a Change of
         Control with respect to the Parent; or

                  (k) the rating of the senior long-term debt obligations of the
         Parent by Moody's or Standard & Poor's shall fall below "B2" or "B",
         respectively or, if no such public ratings are available, in the sole
         judgment of any Managing Agent in accordance with its customary
         practices, the deemed equivalent of such ratings; or

                  (l) the Excess Spread Percentage for any three consecutive Due
         Periods is reduced to a rate of less than 1%; or

                  (m) the aggregate principal amount of the Class A Certificates
         shall not be paid in full on the Class A Expected Final Payment Date;
         or

                  (n) the failure on the part of a Hedge Provider to make a
         Hedge Payment, within five calendar days of the date on which such
         Hedge Payment is due; or



                                       25
<PAGE>   29


                  (o) the failure to maintain in full force and effect at all
         times Swaps and Caps having a combined aggregate notional amount of at
         least the outstanding Class A Invested Amount, with a Hedge Provider,
         the short term debt obligations of each of which are rated at least
         "A-1+" by Standard & Poor's and "P-1" by Moody's, provided that if, on
         any date, any such ratings fall below "A-1+" or "P-1," as the case may
         be, such Hedge Agreement shall be replaced with a Replacement Hedge
         Agreement with a Replacement Hedge Provider, the short term debt
         obligations of which are rated at least "A-1+" by Standard & Poor's and
         "P-1" by Moody's, within 30 calendar days of such date; or

                  (p) the Subordinated Transferor Invested Amount is less than
         14% of the Series Invested Amount; or

                  (q) the Net Loss Percentage for any three consecutive Due
         Periods exceeds 8%;

                  (r) the Dilution Ratio for any three consecutive Due Periods
         exceeds 6%;

                  (s) the Monthly Payment Rate for any three consecutive Due
         Periods is less than 12%; or

                  (t) the Transferor Percentage shall at any time be less than
         5%, and such deficiency shall remain uncured for more than one (1)
         Business Day

then, if a Trust Early Amortization Event pursuant to Section 9.01(d) or (f) of
the Pooling and Servicing Agreement shall have occurred, a "Series Early
Amortization Event" shall occur without any notice, demand, protest or other
requirement of any kind immediately upon the occurrence of such event, and, if
any of the other events set forth in any of the paragraphs above shall have
occurred, either the Trustee or the Program Agent (unless otherwise directed by
a Majority in Interest of Series 2000-1 Certificateholders) or a Majority in
Interest of Series 2000-1 Certificateholders, by notice then given in writing to
the Transferor and the Servicer (and to the Trustee if given by such Majority in
Interest), may declare (provided that such Series Early Amortization Event shall
not have been remedied) that a "Series Early Amortization Event" has occurred as
of the date of such notice.

                 Section 6.02. TRUSTEE'S MONITORING OBLIGATIONS. The Trustee
shall examine each Monthly Servicer's Report delivered thereunder for positive
indications that an Early Amortization Event may have occurred pursuant to
clause (i) of Section 9.01 of the Pooling and Servicing Agreement or clauses
(l), (m), (p), (q), (r), (s) or (t) of Section 6.01 hereof and shall notify the
Program Agent if such an Early Amortization Event is indicated.



                                       26
<PAGE>   30


                                   ARTICLE VII

                                  MISCELLANEOUS

                  Section 7.01. REASSIGNMENT AND TRANSFER TERMS. The Investor
Certificates shall be subject to retransfer to the Transferor at its option, in
accordance with the terms specified in Section 12.02(a) of the Pooling and
Servicing Agreement, on any Distribution Date on or after the Distribution Date
on which the Series Invested Amount is less than or equal to 15% of the Initial
Series Invested Amount. The deposit required in connection with any such
repurchase shall be equal to the sum of (x) the Series Invested Amount PLUS (y)
all accrued and unpaid interest on the Investor Certificates PLUS (z) all
accrued and unpaid amounts owing in respect of the fees set forth in the Fee
Letter and all other accrued costs and expenses owing to any of the
Beneficiaries under any of the Transaction Documents, in each case through the
day preceding the Distribution Date on which the repurchase occurs.

                  Section 7.02. ASSIGNMENT BY CONDUIT PURCHASERS OR COMMITTED
PURCHASERS. The Transferor and the Servicer agree to execute or obtain such
other documentation as may be reasonably requested by the Conduit Purchasers or
the Committed Purchasers in order to effectuate any assignment under Section
6.01 of the Certificate Purchase Agreement.

                  Section 7.03. NO ASSIGNABILITY BY TRANSFEROR AND SERVICER;
TRANSFEROR'S LIABILITY. Neither the Servicer nor the Transferor may assign any
of its rights and obligations hereunder or any interest herein (including any
Subordinated Transferor Certificate) without the prior written consent of the
Managing Agents. Any such assignment shall be subject to the limitation on the
number of beneficial owners of the Trust set forth in Section 7.06.

                  Section 7.04. RATIFICATION OF POOLING AND SERVICING AGREEMENT.
As supplemented by this Supplement, the Pooling and Servicing Agreement is in
all respects ratified and confirmed and the Pooling and Servicing Agreement as
so supplemented by this Supplement shall be read, taken and construed as one and
the same instrument.

                  Section 7.05. AMENDMENTS. All amendments to this Series 2000-1
Supplement shall be made in accordance with the provisions of the Pooling and
Servicing Agreement. In addition, no amendments may be made to this Series
2000-1 Supplement the effect of which would be to (i) change the Class A Monthly
Interest, Subordinated Transferor Monthly Interest, Excess Spread Percentage,
Net Loss Percentage, Dilution Ratio, Revolving Period, the Series 2000-1 Monthly
Trustee's Fee, the Series 2000-1 Monthly Program Fees, Reserve Account Required
Balance or Series Early Amortization Events, (ii) reduce in any manner the
amount of, or delay the timing of, distributions to be made to any Series 2000-1
Certificateholder or allocations or deposits of amounts to be so distributed,
(iii) cause any adverse tax effect (taking into account any offsetting non-tax
benefit therefrom) for any Series 2000-1 Certificateholder or (iv) adversely
affect in any material respect the interests of any Series 2000-1
Certificateholder, in each case unless a Series 2000-1 Majority in Interest and,
in the case of clause (iii), each affected Series 2000-1 Certificateholder, has
consented in writing.



                                       27
<PAGE>   31


                  Section 7.06. NO OBLIGATIONS UNDER SWAP AGREEMENT. The parties
hereto hereby agree that no Beneficiary will have any obligations, duties or
other liabilities under or in connection with the Hedge Agreement.

                  Section 7.07. COUNTERPARTS. This 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 agreement. Delivery of an executed counterpart of a signature page to this
Supplement by telecopier shall be effective as delivery of a manually executed
counterpart of this Supplement.

                  Section 7.08. GOVERNING LAW. ETC.

                  (a) GOVERNING LAW. THIS SUPPLEMENT SHALL BE GOVERNED BY AND
         CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

                  (b) JURISDICTION.

                           (i) Each of the parties hereto hereby irrevocably and
                  unconditionally submits, for itself and its property, to the
                  nonexclusive general jurisdiction of any New York State court
                  or federal court of the United States of America sitting in
                  New York City, and any appellate court from any thereof, in
                  any action or proceeding arising out of or relating to this
                  Supplement or any of the other Transaction Documents to which
                  it is a party, or for recognition or enforcement of any
                  judgment, and each of the parties hereto hereby irrevocably
                  and unconditionally agrees that all claims in respect of any
                  such action or proceeding may be heard and determined in any
                  such New York State court or, to the extent permitted by law,
                  in such federal court. Each of the parties hereto agrees that
                  a final judgment in any such action or proceeding shall be
                  conclusive and may be enforced in other jurisdictions by suit
                  on the judgment or in any other manner provided by law.
                  Nothing in this Supplement shall affect any right that any
                  party may otherwise have to bring any action or proceeding
                  relating to this Supplement or any of the other Transaction
                  Documents in the courts of any jurisdiction.

                           (ii) Each of the parties hereto irrevocably and
                  unconditionally waives, to the fullest extent it may legally
                  and effectively do so, any objection that it may now or
                  hereafter have to the laying of venue of any suit, action or
                  proceeding arising out of or relating to this Supplement or
                  any of the other Transaction Documents to which it is a party
                  in any New York State or federal court. Each of the parties
                  hereto hereby irrevocably waives, to the fullest extent
                  permitted by law, the defense of an inconvenient forum to the
                  maintenance of such action or proceeding in any such court.

                  (c) CONSENT TO SERVICE OF PROCESS. Each party to this
         Supplement irrevocably consents to service of process by personal
         delivery, certified mail, postage prepaid or



                                       28
<PAGE>   32


         overnight courier. Nothing in this Supplement will affect the right of
         any party to this Supplement to serve process in any other manner
         permitted by law.

                  (d) WAIVER OF JURY TRIAL. Each party to this Supplement waives
         any right to a trial by jury in any action or proceeding to enforce or
         defend any rights under or relating to this Supplement, any other
         Transaction Document or any amendment, instrument, document or
         agreement delivered or which may in the future be delivered in
         connection herewith or therewith or arising from any course of conduct,
         course of dealing, statements (whether oral or written), actions of any
         of the parties hereto and the parties to the Certificate Purchase
         Agreement or any other relationship existing in connection with this
         Supplement or any other Transaction Document, and agrees that any such
         action or proceeding shall be tried before a court and not before a
         jury.

                  Section 7.09. NO PETITION.

                  (a) The Transferor, the Servicer and the Trustee, by entering
         into this Supplement and each Series 2000-1 Certificateholder, by
         accepting a Series 2000-1 Certificate, hereby covenant and agree that
         they will not at any time institute against the Trust, or join in any
         institution against the Trust of, any bankruptcy proceedings under any
         United States Federal or state bankruptcy or similar law in connection
         with any obligations relating to the Investor Certificates, this
         Supplement or any other Transaction Document.

                  (b) The Servicer and the Trustee, by entering into this
         Supplement and each Series 2000-1 Certificateholder, by accepting a
         Series 2000-1 Certificate, hereby covenant and agree that they will not
         at any time institute against the Transferor, or join in any
         institution against the Transferor of, any bankruptcy proceedings under
         any United States Federal or state bankruptcy or similar law in
         connection with any obligations relating to the Investor Certificates,
         this Supplement or any other Transaction Document.

                  (c) The Transferor, the Servicer and the Trustee, by entering
         into this Supplement and each Series 2000-1 Certificateholder, by
         accepting a Series 2000-1 Certificate, hereby covenant and agree that
         they will not at any time institute against a Certificateholder that is
         a Conduit Purchaser (including any Conduit Purchaser in its capacity as
         a Committed Purchaser), or join in any institution against any
         Certificateholder that is a Conduit Purchaser (including any Conduit
         Purchaser in its capacity as a Committed Purchaser) of, any bankruptcy
         proceedings under any United States Federal or state bankruptcy or
         similar law in connection with any obligations relating to the Investor
         Certificates, this Supplement or any other Transaction Document.



                                       29
<PAGE>   33


         IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 2000-1 Supplement to be duly executed by their respective
officers as of the day and year first above written.

                                          THE EL-BEE RECEIVABLES CORPORATION

                                          By: /s/ Scott J. Davido
                                             -----------------------------------
                                               Name:  Scott J. Davido
                                               Title: President


                                          THE EL-BEE CHARGIT CORP.

                                          By: /s/ Scott J. Davido
                                             -----------------------------------
                                               Name:  Scott J. Davido
                                               Title: Senior Vice President,
                                                       Treasurer and Secretary

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



                                          By:  /s/ Louis Bodi
                                             -----------------------------------
                                               Name:  Louis Bodi
                                               Title: Vice President


                                       30
<PAGE>   34



                                                                     EXHIBIT A-1

                           FORM OF CLASS A CERTIFICATE

                              ----------- --, ----

REGISTERED                                            Variable Principal Amount*

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

                                                           Certificate No. _____

                                  SERIES 2000-1

                        CLASS A FLOATING RATE CERTIFICATE

                         THIS CERTIFICATE REPRESENTS AN

                   UNDIVIDED INTEREST IN CERTAIN ASSETS OF THE

                           ELDER-BEERMAN MASTER TRUST

the corpus of which consists primarily of certain receivables generated from
time to time by The Elder-Beerman Stores Corp. (the "COMPANY") which are then
purchased by The El-Bee Chargit Corp. ("CHARGIT") (together, the "ORIGINATORS")
and then purchased by The El-Bee Receivables Corporation (the "TRANSFEROR"),
from the Originators, which in turn transfers and assigns such receivables to
The Elder-Beerman Master Trust pursuant to the Pooling and Servicing Agreement,
dated as of December 30, 1997, among the Transferor, Chargit, as Servicer, and
Bankers Trust Company, as Trustee (as amended, supplemented or otherwise
modified from time to time, the "POOLING AND SERVICING AGREEMENT"; capitalized
terms used herein and not otherwise defined herein are used herein as therein
defined). This Certificate (a "CLASS A CERTIFICATE") does not represent a
recourse obligation, and is not guaranteed by, the Transferor, the Company,
Chargit or any Affiliate of any of them.

                  This certifies that ______________________ (the "CLASS A
CERTIFICATEHOLDER") is the registered owner of a fractional undivided interest
in the assets of The Elder-Beerman Master Trust (the "TRUST") created pursuant
to the Pooling and Servicing Agreement. Unless the certificate of authentication
hereon has been executed by or on behalf of the Trustee by manual


--------
* Denominations of $5,000,000 and multiples of $1,000 in excess thereof.


                                     A-1-1
<PAGE>   35


or facsimile signature, this Class A Certificate shall not be entitled to any
benefit under the Transaction Documents or be valid for any purpose.

                  Each purchaser, by its purchase of this Class A Certificate,
represents, acknowledges and agrees that: (1) it is purchasing "restricted"
securities which have not been and will not be registered under the Securities
Act; (2) if it should decide to dispose of any of such securities, it will not
offer, sell, transfer, pledge, hypothecate or otherwise dispose of any of such
securities except, (A) pursuant to Rule 144A under the Securities Act, (B) to a
sophisticated institutional investor that is an "accredited investor" (within
the meaning of Rule 501(a) (1), (2), (3) or (7) under the Securities Act) in a
transaction not involving any general solicitation or advertising as evidenced
by a certificate of the proposed transferor thereof delivered to the Trustee (in
the form attached hereto) or (C) pursuant to any other exemption from the
registration requirements of such Securities Act in each case in accordance with
any applicable state laws governing the offer or sale of securities; and (3) for
federal, state and local income and franchise tax law purposes, this Class A
Certificate is intended to be indebtedness of the Transferor secured by the
Receivables and the purchaser shall treat and report this Class A Certificate as
indebtedness of the Transferor for such purposes.

                  The corpus of the Trust consists of (i) a portfolio of
Receivables arising in connection with the Accounts identified under the Pooling
and Servicing Agreement from time to time, (ii) funds collected or to be
collected from Obligors in respect of the Receivables, (iii) all funds which are
from time to time on deposit in the Concentration Account, the Collection
Accounts and any other account or accounts held for the benefit of the
Certificateholders and (iv) all other assets and interests constituting the
Trust Assets.

                  This Class A Certificate is issued under and is subject to the
terms, provisions and conditions of the Transaction Documents, to which
Transaction Documents the Class A Certificateholder, by virtue of its acceptance
hereof, assents and is bound.

                  Although a summary of certain provisions of the Transaction
Documents is et forth below, this Class A Certificate does not purport to
summarize the Transaction Documents and is qualified in its entirety by the
terms and provisions of the Transaction Documents and reference is made to the
Transaction Documents for information with respect to the interests rights,
benefits, obligations, proceeds and duties evidenced hereby and the rights,
duties and obligations of the Trustee, the Servicer and the other parties bound
by the Transaction Documents. A copy of the Transaction Documents may be
requested by writing to the Trustee at Four Albany Street, New York, New York
10006, Attention: Corporate Trust and Agency Group/Structured Finance, at the
expense of the Transferor.

                  The Series 2000-1 Certificates are issued in two Classes, the
Class A Certificates (of which this Class A Certificate is one) and the
Subordinated Transferor Certificate, which is subordinated to the Class A
Certificates as described in the Transaction Documents. In addition to the
Series 2000-1 Certificates, the Transferor will issue an Exchangeable Transferor
Certificate pursuant to the Transaction Documents, which will represent a
fractional undivided interest in the Trust.


                                     A-1-2
<PAGE>   36



                  The Class A Certificates collectively represent a fractional
undivided interest in the Trust and the right to receive Collections and other
amounts, to the extent necessary to make the required payments with respect to
the Class A Certificates, at the times and in the amounts specified in the
Transaction Documents from time to time.

                  The Class A Invested Amount with respect to any date will be
determined as set forth in the Series 2000-1 Supplement. The Class A Invested
Amount and the amount of any Increases and distributions of principal to the
Class A Certificateholders shall be recorded on the Certificate Register.

                  Interest on the unpaid Class A Invested Amount outstanding
from time to time shall accrue at a rate per annum equal to the Class A
Certificate Rate in effect from time to time applicable to this Class A
Certificate and shall become due on the dates specified in the Transaction
Documents for distributions of amounts on account of such interest until the
Class A Invested Amount shall have been reduced to zero. Interest with respect
to the Class A Certificates shall be distributed to the Class A
Certificateholders on each Distribution Date. Payment of any installment of
interest on Class A Certificates will be made or caused to be made by the
Trustee to the person in whose name such Class A Certificate is registered at
the close of business on the Record Date. Payment of such interest will be made
by wire transfer to a designated account maintained by the Class A
Certificateholder; provided that such Class A Certificateholder has provided the
Trustee with the wire transfer designation, in writing, received by the Trustee
on or prior to the relevant Record Date. In the absence of such timely wire
transfer instructions, payment will be made by check to the address of record of
the Class A Certificateholder.

                  Payment of principal in reduction of this Class A Certificates
will be made by wire transfer to a designated account maintained by the Class A
Certificateholder. The final distribution on a Class A Certificate will be made
after due notice by the Trustee of the pendency of such distribution and only
upon presentation and surrender of a Class A Certificate at the Corporate Trust
Office of the Trustee.

                  The Class A Certificates do not represent an obligation of, or
an interest in, the Transferor, the Servicer, the Company or any Affiliate of
any of them. This Class A Certificate is limited in right of payment to certain
Collections of the Receivables (and certain other amounts), all as more
specifically set forth hereinabove and in the Transaction Documents.

                  The Class A Certificates are only issuable in registered form
without coupons in denominations of $5,000,000 and integral multiples of $1,000
in excess thereof. Class A Certificates are transferable upon surrender of the
Class A Certificate, and any other required documents, to an office of the
Trustee, where newly executed and authenticated Class A Certificates in the name
of the designated transferee will be delivered.

                  As provided in the Transaction Documents and subject to
certain limitations therein set forth, this Class A Certificate is exchangeable
for new Class A Certificates of the same Series evidencing a like aggregate
fractional undivided interest in the Trust, as requested



                                     A-1-3
<PAGE>   37


by the Class A Certificateholder surrendering this Class A Certificate. No
service charge will be imposed for any such transfer or exchange, but the
Transfer Agent and Registrar may require payment of a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection
therewith.

                  This Class A Certificate shall be construed in accordance with
and governed by the laws of the State of New York.

                  IN WITNESS WHEREOF, the Transferor has caused this Class A
Certificate to be duly executed.

                                            THE EL-BEE RECEIVABLES CORPORATION



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




                                     A-1-4
<PAGE>   38



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  This is one of the Class A Certificates described in the
within-mentioned Pooling and Servicing Agreement.

                                                     Dated: ______  __, ___


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

By:                                 OR
    --------------------------           ---------------------------------------
      Authorized Signer                  as Authenticating Agent for the Trustee


                                         By:
                                             -----------------------------------
                                             Authorized Signer


<PAGE>   39





                                   ASSIGNMENT

                  FOR VALUE RECEIVED, the undersigned Certificateholder hereby
sell(s),assign(s) and transfer(s) unto ____________, whose taxpayer
identification number is __________, and whose address, including postal zip
code, is ________, the within Security capitalized terms used herein and not
otherwise defined herein are used herein as defined therein) and all rights
thereunder, hereby irrevocably constituting and appointing
______________________ attorney-in-fact to transfer said Security on the books
of the Trustee with full power of substitution in the premises.

                  In connection with the transfer of this security, the
undersigned holder certifies that:

                                   [CHECK ONE]

[ ]     (A)    This security is being transferred to a "qualified institutional
               buyer" (as defined in Rule 144A under the Securities Act) in
               compliance with the exemption from registration under the
               Securities Act provided by Rule 144A.

[ ]     (B)    This Security is being transferred to a sophisticated
               institutional investor which is an "accredited investor" (within
               the meaning of Rule 501(a) (1) (2), (3) or (7) under the
               Securities Act) in a transaction not involving any general
               solicitation or advertising.

[ ]     (C)    This Security is being transferred in compliance with another
               exemption from registration under the Securities Act.

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

                                                NOTICE: The signature of the
                                                holder of this assignment must
                                                correspond with the name as
                                                written upon the face of the
                                                within instrument in every
                                                particular, without any change
                                                whatsoever.

*       If Box C is checked, the Trustee shall receive from the proposed
        transferee, prior to the Trustee being required to effect the transfer
        of this Security, a written opinion of counsel stating that such
        transfer is exempt from the registration requirements of the Securities
        Act and the basis therefor.


<PAGE>   40



                              SIGNATURE GUARANTEED

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

IF NONE OF THE FOREGOING BOXES IS CHECKED, THE TRUSTEE SHALL NOT BE OBLIGATED TO
REGISTER THIS SECURITY IN THE NAME OF ANY PERSON OTHER THAN THE HOLDER HEREOF
UNLESS AND UNTIL THE CONDITIONS TO ANY SUCH TRANSFER OF REGISTRATION SET FORTH
HEREIN, ON THE FACE HEREOF AND IN THE TRANSACTION DOCUMENTS, SHALL HAVE BEEN
SATISFIED.


<PAGE>   41






                                                                     EXHIBIT A-2

                   FORM OF SUBORDINATED TRANSFEROR CERTIFICATE

                                -------- ---, --

REGISTERED                                         Variable Principal Amount* *


                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT'), AND MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.

                                                           Certificate No. _____

                                  SERIES 2000-1

                SUBORDINATED TRANSFEROR FLOATING RATE CERTIFICATE

                         THIS CERTIFICATE REPRESENTS AN
                   UNDIVIDED INTEREST IN CERTAIN ASSETS OF THE

                           ELDER-BEERMAN MASTER TRUST

the corpus of which consists primarily of certain receivables generated from
time to time by The Elder-Beerman Stores Corp. (the "COMPANY") which are then
purchased by The El-Bee Chargit Corp. ("CHARGIT") (together, the "ORIGINATORS")
and then purchased by The El-Bee Receivables Corporation (the "TRANSFEROR"),
from the Originators, which in turn transfers and assigns such receivables to
The Elder-Beerman Master Trust pursuant to the Pooling and Servicing Agreement,
dated as of December 30, 1997, among the Transferor, Chargit, as Servicer, and
Bankers Trust Company, as Trustee (as amended, supplemented or otherwise
modified from time to time, the "POOLING AND SERVICING AGREEMENT"; capitalized
terms used herein and not otherwise defined herein are used herein as therein
defined). This Certificate (the "SUBORDINATED TRANSFEROR CERTIFICATE") does not
represent a recourse obligation, and is not guaranteed by, the Transferor, the
Company, Chargit or any Affiliate of any of them.

                  This certifies that _______________________ (the "SUBORDINATED
TRANSFEROR CERTIFICATEHOLDER") is the registered owner of a fractional undivided
interest in the assets of The Elder-Beerman Master Trust (the "TRUST") created
pursuant to the Pooling and Servicing Agreement. Unless the certificate of
authentication hereon has been executed by or on behalf of


---------------------
*

                                     A-2-1
<PAGE>   42



the Trustee by manual or facsimile signature, this Subordinated Transferor
Certificate shall not be entitled to any benefit under the Transaction Documents
or be valid for any purpose.

                  This Subordinated Transferor Certificate is not transferable
or assignable.

                  The corpus of the Trust consists of (i) a portfolio of
Receivables arising in connection with Accounts identified under the Pooling and
Servicing Agreement from time to time, (ii) funds collected or to be collected
from Obligors in respect of the Receivables, (iii) all funds which are from time
to time on deposit in the Concentration Account, the Collection Accounts and any
other account or accounts held for the benefit of the Certificateholders and
(iv) all other assets and interests constituting the Trust Assets.

                  This Subordinated Transferor Certificate is issued under and
is subject to the terms, provisions and conditions of the Transaction Documents,
to which Transaction Documents the Subordinated Transferor Certificateholder, by
virtue of the acceptance hereof, assents and is bound.

                  Although a summary of certain provisions of the Transaction
Documents is set forth below, this Subordinated Transferor Certificate does not
purport to summarize the Transaction Documents and is qualified in its entirety
by the terms and provisions of the Transaction Documents and reference is made
to the Transaction Documents for information with respect to the interests,
rights, benefits, obligations, proceeds and duties evidenced hereby and the
rights, duties and obligations of the Trustee, the Servicer and the other
parties bound by the Transaction Documents. A copy of the Transaction Documents
may be requested by writing to the Trustee, at Four Albany Street, New York, New
York 10006, Attention: Corporate Trust and Agency Group/Structured Finance, at
the expense of the Transferor.

                  The Series 2000-1 Certificates are issued in three Classes,
the Class A Certificates and the Subordinated Transferor Certificate, which is
subordinated to the Class A Certificates as described in the Transaction
Documents. In addition to the Series 2000-1 Certificates, the Transferor will
issue an Exchangeable Transferor Certificate pursuant to the Transaction
Documents, which will represent a fractional undivided interest in the Trust.

                  The Subordinated Transferor Certificate collectively represent
a fractional undivided interest in the Trust and the right to receive
Collections and other amounts, to the extent necessary to make the required
payments with respect to the Subordinated Transferor Certificate, at the times
and in the amounts specified in the Transaction Documents from time to time.

                  The Subordinated Transferor Invested Amount with respect to
any date will be determined as set forth in the Series 2000-1 Supplement. The
Subordinated Transferor Invested Amount and the amount of any distributions of
principal to the Subordinated Transferor Certificateholder shall be recorded on
the Certificate Register.



                                     A-2-2
<PAGE>   43

                  Interest on the unpaid Subordinated Transferor Invested Amount
outstanding from time to time shall accrue at a rate per annum equal to the
Subordinated Transferor Certificate Rate in effect from time to time applicable
to this Subordinated Transferor Certificate and shall become due on the dates
specified in the Transaction Documents for distributions of amounts on account
of such interest until the Subordinated Transferor Invested Amount shall have
been reduced to zero. Interest with respect to the Subordinated Transferor
Certificate shall be distributed to the Subordinated Transferor
Certificateholder in accordance with the Transaction Documents. Payment of any
installment of interest on Subordinated Transferor Certificate will be made or
caused to be made by the Trustee to the Subordinated Transferor
Certificateholder. Payment of such interest will be made by wire transfer to a
designated account maintained by the Subordinated Transferor Certificateholder;
PROVIDED that the Subordinated Transferor Certificateholder has provided the
Trustee with the wire transfer designation, in writing, received by the Trustee
on or prior to the relevant Record Date. In the absence of such timely wire
transfer instructions, payment will be made by check to the address of record of
the Subordinated Transferor Certificateholder.

                  Payment of principal in reduction of Subordinated Transferor
Certificate will be made by wire transfer to a designated account maintained by
the Subordinated Transferor Certificateholder. The final distribution on a
Subordinated Transferor Certificate will be made after due notice by the Trustee
of the pendency of such distribution and only upon presentation and surrender of
a Subordinated Transferor Certificate at the Corporate Trust Office of the
Trustee.

                  The Subordinated Transferor Certificate does not represent an
obligation of, or an interest in, the Transferor, the Servicer, the Company or
any Affiliate of any of them. This Subordinated Transferor Certificate is
limited in right of payment to certain Collections of the Receivables (and
certain other amounts), all as more specifically set forth hereinabove and in
the Transaction Documents.

                  As provided in the Transaction Documents and subject to
certain limitations therein set forth, this Subordinated Transferor Certificate
is exchangeable for a new Subordinated Transferor Certificate of the same Series
evidencing a like aggregate fractional undivided interest in the Trust, as
requested by the Subordinated Transferor Certificateholder surrendering this
Subordinated Transferor Certificate. No service charge will be imposed for any
such transfer or exchange, but the Transfer Agent and Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection therewith.

                  This Subordinated Transferor Certificate shall be construed in
accordance with and governed by the laws of the State of New York.



                                     A-2-3
<PAGE>   44


                  IN WITNESS WHEREOF, the Transferor has caused this
Subordinated Transferor Certificate to be duly executed.

                                          THE EL-BEE RECEIVABLES CORPORATION



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



                                     A-2-4
<PAGE>   45




                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

                  This is the Subordinated Transferor Certificate described in
the within-mentioned Pooling and Servicing Agreement.

                                                    Dated:   _________  ___, ___


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

By:                                 OR
    ------------------------             ---------------------------------------
      Authorized Signer                  as Authenticating Agent for the Trustee


                                         By:
                                             -----------------------------------
                                                      Authorized Signer