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                                                                     EXHIBIT 4.9

                                                                [EXECUTION COPY]

                          FOURTH SUPPLEMENTAL INDENTURE
                                       TO
                                MASTER INDENTURE

                  FOURTH SUPPLEMENTAL INDENTURE TO MASTER INDENTURE, dated as of
November 18, 2003 (this "Supplemental Indenture"), between FNANB CREDIT CARD
MASTER NOTE TRUST, a statutory trust organized and existing under the laws of
the State of Delaware (the "Issuer"), and JPMORGAN CHASE BANK, a bank organized
and existing under the laws of the State of New York ("JPMorgan"), not in its
individual capacity, but solely as Indenture Trustee (together with its
successors in the trusts thereunder as provided in the Master Indenture referred
to below, the "Indenture Trustee").

                             PRELIMINARY STATEMENTS

                  WHEREAS, the Issuer and the Indenture Trustee are parties to a
Master Indenture dated as of July 1, 2002 (as supplemented, the "Master
Indenture") relating to the issuance of asset backed notes by the FNANB Credit
Card Master Note Trust;

                  WHEREAS, DC Funding International, Inc., a Delaware
corporation ("DC Funding"), as Transferor, First North American National Bank, a
national banking association ("FNANB"), as Servicer, Fleet Bank (RI), National
Association, a national banking association (the "Bank"), JPMorgan, as Trustee,
and the Issuer are parties to an Assignment and Assumption Agreement dated as of
November 18, 2003 pursuant to which (i) DC Funding has assigned to the Bank all
of DC Funding's rights as Transferor under the Master Indenture (and all
Supplemental Indentures) and the Bank has assumed the performance of every
covenant and obligation of DC Funding as Transferor under the Master Indenture
(and all Supplemental Indentures) and (ii) FNANB has assigned to the Bank all of
FNANB's rights as Servicer under the Master Indenture (and all Supplemental
Indentures) and the Bank has assumed the performance of every covenant and
obligation of FNANB as Servicer under the Master Indenture (and all Supplemental
Indentures);

                  WHEREAS, Section 10.2 of the Master Indenture provides that
the Issuer and the Indenture Trustee, with the consent of the Holders of Notes
representing more than 66-2/3% of the principal balance of the Outstanding Notes
of each adversely affected Series, upon satisfaction of the Rating Agency
Condition and when authorized by an Issuer Order, may enter into one or more
indentures supplemental to the Master Indenture, among other purposes, to add
any provisions to, or to change in any manner or eliminate any of the provisions
of, the Master Indenture or to modify in any manner the rights of the Holders of
the Notes under the Master Indenture; and

                  WHEREAS, the Issuer and the Indenture Trustee are entering
into this Supplemental Indenture to amend the Master Indenture as set forth
herein;

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                  NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the Issuer and the Indenture Trustee agree as follows:

                  Section 1. Definitions. All terms used in the Preliminary
Statements or elsewhere in this Supplemental Indenture that are defined in the
Master Indenture have the meanings assigned to them therein, except to the
extent such terms are amended or modified in this Supplemental Indenture.

                  Section 2. Amendment of Section 3.4. Section 3.4 of the Master
Indenture is hereby amended by substituting "statutory trust" for "business
trust" in the second line of such section.

                  Section 3. Amendment of Section 3.9. Section 3.9 of the Master
Indenture is hereby amended by deleting subsection (a) of such section in its
entirety and by substituting the following therefor:

                           (a) sell, transfer, exchange, or otherwise dispose of
         any part of the Collateral unless directed to do so by the Indenture
         Trustee, except as expressly permitted by this Indenture and any
         Indenture Supplement, the Trust Agreement or the Transfer and Servicing
         Agreement;

                  Section 4. Amendment of Section 3.19. Section 3.19 of the
Master Indenture is hereby amended by deleting such section in its entirety and
by substituting the following therefor:

                           Section 3.19 Notice of Events of Default. The Issuer
         agrees to give a Trustee Officer of the Indenture Trustee and the
         Rating Agencies prompt written notice of each Event of Default
         hereunder and written notice of each default on the part of the
         Servicer or the Transferor of its obligations under the Transfer and
         Servicing Agreement.

                  Section 5. Amendment of Section 5.1. Section 5.1 of the Master
Indenture is hereby amended by deleting such section in its entirety and by
substituting the following therefor (solely for convenience, changed text is
italicized):

                           Section 5.1 Early Amortization Events.

                           Unless modified with respect to any Series of Notes
         by the Indenture Supplement for such Series, if any one of the
         following events shall occur:

                           (a) the Transferor shall consent or fail to object to
         the appointment of a conservator, receiver or liquidator in any
         insolvency, readjustment of debt, marshaling of assets and liabilities
         or similar proceeding of or relating to the Transferor or of or
         relating to all or substantially all of its property, or a decree or
         order of a court, agency or supervisory authority having jurisdiction
         in the premises for the appointment of a conservator, receiver or
         liquidator in any insolvency, readjustment of debt, marshaling of
         assets and

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         liabilities or similar proceeding, or for the winding-up or liquidation
         of its affairs, shall have been entered against the Transferor, or the
         Transferor shall admit in writing its inability to pay its debts
         generally as they become due, file a petition to take advantage of any
         applicable insolvency or reorganization statute, make an assignment for
         the benefit of its creditors or voluntarily suspend payment of its
         obligations (any such event described in this clause (a), an
         "Insolvency Event");

                           (b) the Issuer shall become an "investment company"
         within the meaning of the 1940 Act; or

                           (c) on or after the Certificate Trust Termination
         Date, the Transferor shall become unable for any reason to transfer
         Receivables to the Issuer in accordance with the provisions of the
         Transfer and Servicing Agreement;

         then, an Early Amortization Event with respect to all Series then
         outstanding shall occur without any notice or other action on the part
         of the Indenture Trustee or the Noteholders immediately upon the
         occurrence of such event. Upon a Responsible Officer of the Indenture
         Trustee receiving actual notice thereof, the Indenture Trustee shall
         advise the Rating Agencies in writing of the occurrence of any Early
         Amortization Event.

                  Section 6. Amendment of Section 8.3. The third paragraph of
Section 8.3(f) of the Master Indenture is hereby amended by deleting the third,
fourth and fifth sentences of such paragraph in their entirety and by
substituting the following therefor (solely for convenience, changed text is
italicized):

         On each Business Day, the Servicer shall determine the Transferor
         Amount, the Minimum Transferor Amount, the Aggregate Principal
         Receivables and the Minimum Aggregate Principal Receivables. If, on any
         Business Day, the Transferor Amount exceeds the Minimum Transferor
         Amount and the Aggregate Principal Receivables exceeds the Minimum
         Aggregate Principal Receivables, the Servicer may instruct the
         Indenture Trustee in writing to withdraw an amount equal to the lesser
         of such excess amounts (but not to exceed the Excess Funding Amount)
         from the Excess Funding Account on such day and pay such amount to the
         Holder of the Exchangeable Transferor Certificate. If, on any Business
         Day, the Minimum Transferor Amount exceeds the Transferor Amount or the
         Minimum Aggregate Principal Receivables exceeds the Aggregate Principal
         Receivables, the Servicer shall deposit Collections of Principal
         Receivables that would otherwise be distributed to the Transferor on
         such day into the Excess Funding Account on such day in an amount equal
         to the greater of such excess amounts.

                  Section 7. Amendment of Section 12.4. Section 12.4 of the
Master Indenture is hereby amended by deleting the last sentence of subsection
(b) of such section in its entirety and by substituting the following therefor
(solely for convenience, changed text is italicized):

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         A copy of each notice to the Issuer shall be sent in writing and
         mailed, first-class postage prepaid, to the Administrator at Fleet Bank
         (RI), National Association, c/o Fleet Credit Card Services, L.P., Mail
         Stop: PA EH 066 02L, 680 Blair Mill Road, Horsham, Pennsylvania 19044,
         Attention: President, telecopy number (215) 672-6214, telephone number
         (215) 444-6780, with a copy to General Counsel, Fleet Bank (RI),
         National Association, Mail Stop: PA EH 066 03S, 680 Blair Mill Road,
         Horsham, Pennsylvania 19044, telecopy number (215) 674-0220, telephone
         number (215) 444-2339.

                  Section 8. Amendment of Exhibits. The Master Indenture is
hereby amended by adding as Exhibit A to the Master Indenture the exhibit
attached as Exhibit A to this Supplemental Indenture.

                  Section 9. Amendment of Annex A.

                  (a) Annex A to the Master Indenture is hereby amended by
deleting the definition of "Circuit City."

                  (b) Annex A to the Master Indenture is hereby amended by
adding the following definitions:

                           "Assignment and Assumption Agreement" means the
         Assignment and Assumption Agreement dated as of November 18, 2003 among
         DC Funding, FNANB, the Bank, the Trustee (as defined in the Pooling and
         Servicing Agreement) and the Issuer, as amended, supplemented or
         otherwise modified from time to time.

                           "Assumption Date" means November 18, 2003.

                           "FNANB" means First North American National Bank, a
         national banking association, and any successor thereto.

                           "Restructure Date" means December 31, 2001.

                  (c) Annex A to the Master Indenture is hereby amended by
deleting clause (v) of the definition of "Eligible Investments" in its entirety
and by substituting the following therefor (solely for convenience, changed text
is italicized):

                           (v) money market funds having, at the time of
         investment, a rating in the highest rating category assigned by Moody's
         and Standard & Poor's (and a rating in the highest rating category
         assigned by Fitch if Fitch is a Rating Agency for any then outstanding
         Series and such money market funds are rated by Fitch), including,
         without limitation, money market funds for which the Trustee (as
         defined in the Pooling and Servicing Agreement) or the Indenture
         Trustee or any Affiliate of the Trustee (as defined in the Pooling and
         Servicing Agreement) or the Indenture Trustee is investment manager or
         advisor;

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                  (d) Annex A to the Master Indenture is hereby amended by
deleting clauses (iii), (iv), (v) and (xii) of the definition of "Eligible
Receivable" in their entirety and by substituting the following therefor (solely
for convenience, changed text is italicized):

                           (iii) with respect to which all material consents,
         licenses, approvals or authorizations of, or registrations with, any
         Governmental Authority required to be obtained or given by FNANB (in
         the case of a Receivable created before the Assumption Date) or the
         Bank (in the case of a Receivable created on or after the Assumption
         Date) in connection with the creation of such Receivable or the
         execution, delivery and performance by FNANB (in the case of a
         Receivable created before the Assumption Date) or the Bank (in the case
         of a Receivable originated on or after the Assumption Date) of the
         related Account Agreement have been duly obtained or given and are in
         full force and effect as of such date of creation;

                           (iv) which, in the case of a Receivable created on or
         after the Restructure Date but before the Assumption Date, has been the
         subject of a valid sale by FNANB to DC Funding of all of FNANB's right,
         title and interest in such Receivable pursuant to the Receivables
         Purchase Agreement;

                           (v) (A) which, in the case of a Receivable created on
         or after the Certificate Trust Termination Date, has been the subject
         of either a valid transfer and assignment from the Transferor to the
         Issuer of all of the Transferor's right, title and interest therein or
         the grant of a first priority perfected security interest therein (and
         in the proceeds thereof to the extent set forth in Section 9-315 of the
         UCC as in effect in the Relevant UCC State), effective until the
         termination of the Issuer, and (B) as to which, in the case of a
         Receivable created on or after the Certificate Trust Termination Date,
         at the time of the transfer of such Receivable to the Issuer, the
         Transferor or the Issuer will have good and marketable title, free and
         clear of all Liens (other than Liens permitted under Section 2.5(b) of
         the Transfer and Servicing Agreement);

                           (xii) which was originated by FNANB (in the case of a
         Receivable originated before the Assumption Date) or the Bank (in the
         case of a Receivable originated on or after the Assumption Date) in the
         ordinary course of business.

                  (e) Annex A to the Master Indenture is hereby amended by
deleting the definitions of "Account," "Account Agreements," "Account
Guidelines," "Administrator," "Bank," "Business Day," "Business Trust Statute,"
"Corporate Trust Office," "Creation Date," "Eligible Account," "Excess Automatic
Additional Accounts," "Insurance Policies," "Interchange," "Interchange Amount,"
"Lien," "Minimum Aggregate Principal Receivables," "Pooling and Servicing
Agreement," "Receivables Purchase Agreement," "Relevant UCC State," "Transfer
and Servicing Agreement," "Transferred Account," "Transferor," "Trust" and
"Trust Agreement" in their entirety and by substituting the following therefor
(solely for convenience, changed text is italicized):

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                           "Account" means each MasterCard(R) or VISA(R) credit
         card account originated by FNANB or the Bank which (i) is identified in
         the Bank's master computer files or other appropriate books and records
         as an account subject to the Pooling and Servicing Agreement or the
         Transfer and Servicing Agreement or (ii) is identified in a computer
         file or microfiche list delivered to the Trustee (as defined in the
         Pooling and Servicing Agreement) by the Transferor (or its
         predecessors) pursuant to Section 2.1 or 2.6 of the Pooling and
         Servicing Agreement or to the Indenture Trustee by the Transferor
         pursuant to Section 2.1 or 2.6 of the Transfer and Servicing Agreement.
         The term "Account" shall include (A) each Transferred Account, (B) each
         Additional Account, but only from and after the Additional Account
         Closing Date with respect thereto, (C) each Automatic Additional
         Account, but only from and after the Creation Date with respect
         thereto, and (D) each Removed Account, but only prior to the Removal
         Date with respect thereto.

                           "Account Agreements" means the account agreements
         substantially in the forms attached as Exhibit A, as such agreements
         may be amended from time to time.

                           "Account Guidelines" means the written policies and
         procedures of the Bank relating to the servicing of the Accounts,
         including, without limitation, the policies and procedures for
         determining the creditworthiness of customers and the extension of
         credit to customers and relating to the maintenance of MasterCard and
         VISA credit card accounts and the collection of receivables, as such
         policies and procedures may be amended from time to time in accordance
         with Section 2.5(c) of the Pooling and Servicing Agreement and Section
         2.5(c) of the Transfer and Servicing Agreement.

                           "Administrator" means the Bank, in its capacity as
         administrator under the Administration Agreement, and any successor in
         that capacity.

                           "Bank" means Fleet Bank (RI), National Association, a
         national banking association, and any successor thereto.

                           "Business Day" means any day other than a Saturday, a
         Sunday or a day on which banking institutions in Philadelphia,
         Pennsylvania or New York, New York (or, with respect to any Series, any
         additional city specified in the related Supplement) are authorized or
         obligated by law or executive order to be closed.

                           "Business Trust Statute" means Title 12, Chapter 38
         of the Delaware Code, which chapter was amended effective as of
         September 1, 2002 to substitute, in general, "statutory trust" for
         "business trust" throughout such chapter.

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                           "Corporate Trust Office" means

                           (a) for the Indenture Trustee, the principal office
         at which at any particular time its corporate trust business shall be
         administered, which office at the Assumption Date is located at 4 New
         York Plaza, 6th Floor, New York, New York 10004; and

                           (b) for the Owner Trustee, the principal office at
         which at any particular time its corporate trust business shall be
         administered, which office at the Assumption Date is located at Rodney
         Square North, 1100 North Market Street, Wilmington, Delaware 19890,
         Attention: Corporate Trust Administration.

                           "Creation Date" means (i) with respect to any
         Account, the Business Day on which such Account is first identified in
         accordance with Section 2.1 or 2.6 of the Pooling and Servicing
         Agreement or Section 2.1 or 2.6 of the Transfer and Servicing Agreement
         as an account subject to the Pooling and Servicing Agreement or the
         Transfer and Servicing Agreement and (ii) with respect to any
         Receivable, the date on which such Receivable is created.

                           "Eligible Account" means, with respect to Accounts
         existing on the Initial Closing Date, as of the Initial Cut-Off Date,
         with respect to Additional Accounts, as of the related Additional
         Account Cut-Off Date, and with respect to Automatic Additional Accounts
         (including Automatic Additional Accounts included as Accounts prior to
         the Certificate Trust Termination Date), as of the related Creation
         Date, each Account (i) which is in existence and owned by FNANB (before
         the Assumption Date) or the Bank (on or after the Assumption Date),
         (ii) which is payable in United States dollars, (iii) the credit card
         or cards related to which have not been reported lost or stolen or
         designated fraudulent, (iv) which was created in accordance with, or
         under standards no less stringent than, the Account Guidelines, (v)
         which is not identified by FNANB (in the case of Accounts for which the
         Creation Date is before the Assumption Date) or the Bank (in the case
         of Accounts for which the Creation Date is on or after the Assumption
         Date) in its computer files as having been canceled due to the
         bankruptcy, insolvency or death of the related Obligor, (vi) the
         receivables in which have not been charged off as uncollectible prior
         to the Initial Cut-Off Date, the Additional Account Cut-Off Date or the
         Creation Date, as applicable, in accordance with the Account
         Guidelines, (vii) the receivables in which have not been assigned,
         pledged or sold (other than pursuant to the Receivables Purchase
         Agreement, the Pooling and Servicing Agreement or the Transfer and
         Servicing Agreement), (viii) the Obligor of which has provided, as its
         most recent billing address, an address in the United States or its
         territories or possessions or a United States military address
         (provided, however, that up to 1% of the Accounts (based on the
         aggregate outstanding balance of the receivables in such Accounts as a
         percentage of the aggregate outstanding balance of all Receivables) may
         have an Obligor which has provided, as its most recent billing address,
         an address outside the United States and its territories and
         possessions which is not a United States

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         military address) and (ix) with respect to which neither the Transferor
         nor any Affiliate of the Transferor is the Obligor.

                           "Excess Automatic Additional Accounts" means, with
         respect to any calendar quarter or any period of twelve consecutive
         months, all Automatic Additional Accounts designated by FNANB or the
         Transferor during such calendar quarter or such twelve month period
         after the designation of the Automatic Additional Account that caused
         the number of Automatic Additional Accounts designated during such
         calendar quarter or such twelve month period to equal the applicable
         Aggregate Automatic Addition Limit.

                           "Insurance Policies" means any credit insurance
         policies offered through FNANB or the Bank with respect to the
         Accounts.

                           "Interchange" means interchange fees payable to the
         Bank, in its capacity as credit card issuer, through MasterCard
         International Incorporated or VISA USA Incorporated, with respect to
         the Accounts.

                           "Interchange Amount" means, with respect to any
         Collection Period, the amount of Interchange paid to the Bank with
         respect to such Collection Period.

                           "Lien" means any security interest, mortgage, deed of
         trust, pledge, hypothecation, assignment, participation, deposit
         arrangement, encumbrance, lien (statutory or other), preference,
         priority right or interest or other security agreement or preferential
         arrangement of any kind or nature whatsoever, including, without
         limitation, any conditional sale or other title retention agreement,
         any financing lease having substantially the same economic effect as
         any of the foregoing, other than any lien or filing made pursuant to
         the Indenture, any assignment or transfer made pursuant to Section 6.9
         or 7.2 of the Pooling and Servicing Agreement, any assignment or
         transfer made pursuant to the Assignment and Assumption Agreement, any
         assignment or transfer made pursuant to Section 3.8 of the Indenture,
         or any assignment or transfer made pursuant to Section 4.2 of the
         Transfer and Servicing Agreement.

                           "Minimum Aggregate Principal Receivables" means, on
         any date of determination, an amount equal to the aggregate of the
         amounts set forth in each Indenture Supplement for each then
         outstanding Series as the "Minimum Aggregate Principal Receivables" for
         such Series on such date minus the Excess Funding Amount on such date.

                           "Pooling and Servicing Agreement" means the Second
         Amended and Restated Master Pooling and Servicing Agreement dated as of
         November 18, 2003 between the Bank and JPMorgan Chase Bank (successor
         trustee to First Union National Bank), as the same may be amended,
         supplemented or otherwise modified from time to time.

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                           "Receivables Purchase Agreement" means the
         Receivables Purchase Agreement dated as of December 31, 2001, as
         amended, between FNANB and DC Funding, and acknowledged and accepted by
         the Trustee (as defined in the Pooling and Servicing Agreement), which
         agreement was terminated as of the Assumption Date.

                           "Relevant UCC State" means (i) before the Certificate
         Trust Termination Date, all jurisdictions where a UCC filing is
         required to perfect and maintain the security interest of the Trustee
         (as defined in the Pooling and Servicing Agreement) in the Receivables
         and the proceeds thereof and (ii) on and after the Certificate Trust
         Termination Date, all jurisdictions where a UCC filing is required to
         perfect and maintain the security interest of the Issuer in the
         Receivables and the proceeds thereof.

                           "Transfer and Servicing Agreement" means the Transfer
         and Servicing Agreement dated as of July 1, 2002, as amended, between
         the Issuer and the Bank, and acknowledged and accepted by the Indenture
         Trustee, as the same by be amended, supplemented or modified from time
         to time.

                           "Transferor" means the Bank, as transferor of the
         Receivables created on or after the Assumption Date.

                           "Transferred Account" means a MasterCard or VISA
         credit card account with respect to which a new credit card account
         number has been issued by FNANB or the Bank in accordance with its
         usual and customary servicing practices and in accordance with the
         Account Guidelines, and which can be traced or identified by reference
         to or by way of the computer files or microfiche lists delivered to the
         Trustee (as defined in the Pooling and Servicing Agreement) pursuant to
         Sections 2.1 and 2.6 of the Pooling and Servicing Agreement or to the
         Indenture Trustee pursuant to Sections 2.1 and 2.6 of the Transfer and
         Servicing Agreement as an account into which an Account has been
         transferred (including such transfers occurring between the Initial
         Cut-Off Date and the Initial Closing Date and between any Additional
         Account Cut-Off Date and the related Additional Account Closing Date).

                           "Trust" means the FNANB Credit Card Master Note
         Trust, a Delaware statutory trust.

                           "Trust Agreement" means the Trust Agreement dated as
         of July 1, 2002, as amended, between the Bank and the Owner Trustee, as
         the same may be amended, supplemented or otherwise modified from time
         to time.

                  Section 10. Incorporation of Master Indenture. The Master
Indenture as amended by this Supplemental Indenture is hereby incorporated by
reference and forms a part of this instrument with the same force and effect as
if set forth in full herein. In the event that any term or provision contained
herein shall conflict or be inconsistent with any term or provision contained in
the Master Indenture, the terms and provisions of this Supplemental Indenture
shall

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govern. After the date hereof, any reference to the Master Indenture shall mean
the Master Indenture as amended by this Supplemental Indenture.

                  Section 11. Ratification of Master Indenture. As amended by
this Supplemental Indenture, the Master Indenture is in all respects ratified
and confirmed, and the Master Indenture and this Supplemental Indenture shall be
read, taken and construed as one and the same instrument.

                  Section 12. Counterparts. This Master Indenture may be
executed in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which together
shall constitute one and the same instrument.

                  Section 13. Governing Law. THIS SUPPLEMENTAL INDENTURE SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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                  IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have
caused this Supplemental Indenture to be duly executed by their respective
officers as of the day and year first above written.

                                           FNANB CREDIT CARD MASTER NOTE TRUST,
                                           as Issuer

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

                                           By: /s/ Patricia A. Evans
                                               --------------------------------
                                                Name:  Patricia A. Evans
                                                Title: Assistant Vice President

                                           JPMORGAN CHASE BANK,
                                           not in its individual capacity but
                                           solely as Indenture Trustee

                                           By: /s/ Wen Hao Wang
                                               --------------------------------
                                                Name:  Wen Hao Wang
                                                Title: Asst. Vice President

Acknowledged and Accepted:

FLEET BANK (RI), NATIONAL ASSOCIATION,
as Transferor and as Servicer

By: /s/ Jeffrey A. Lipson
    -----------------------------
     Name:  Jeffrey A. Lipson
     Title: Vice President

FNANB Bankcard Portfolio Sale
Fourth Supplemental Indenture to Master Indenture
November 18, 2003

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                                    Exhibit A
                               Account Agreements

                                [TO BE ATTACHED]