<PAGE>


                                   Exhibit 4.2

Series 2000-3 Supplement to the Pooling and Servicing Agreement, dated as of
May 3, 2000.




<PAGE>



                                                                     EXHIBIT 4.2

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



                            SERIES 2000-3 SUPPLEMENT

                             Dated as of May 3, 2000

                                       to

                         POOLING AND SERVICING AGREEMENT

                            Dated as of May 16, 1996

                                 $1,000,000,000




                  AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST

                                  Series 2000-3

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

                                      among

                         AMERICAN EXPRESS CENTURION BANK
              AMERICAN EXPRESS RECEIVABLES FINANCING CORPORATION II
                                 as Transferors

             AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.
                                   as Servicer

                                       And

                              THE BANK OF NEW YORK
                                   as Trustee
                on behalf of the Series 2000-3 Certificateholders

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

<PAGE>

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                                Page

<S>                   <C>                                                                                       <C>
ARTICLE I             Creation of the Series 2000-3 Certificates.................................................1
         Section 1.01.        Designation........................................................................1

ARTICLE II            Definitions................................................................................2

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

ARTICLE III           Servicing Fee.............................................................................15

         Section 3.01.        Servicing Compensation............................................................15

ARTICLE IV            Rights of Series 2000-3 Certificateholders and
                      Allocation and Application of Collections.................................................16

         Section 4.01.        Collections and Allocations.......................................................16

         Section 4.02.        Determination of Monthly Interest.................................................18

         Section 4.03.        Principal Funding Account; Controlled Accumulation Period.........................20

         Section 4.04.        Required Amount...................................................................22

         Section 4.05.        Application of Class A Available Funds, Class B Available
                              Funds, Collateral Available Funds and Available Principal Collections.............23

         Section 4.06.        Defaulted Amounts; Investor Charge-Offs...........................................25

         Section 4.07.        Excess Spread; Excess Finance Charge Collections..................................27

         Section 4.08.        Reallocated Principal Collections.................................................28

         Section 4.09.        Excess Finance Charge Collections.................................................29

         Section 4.10.        Reallocated Investor Finance Charge Collections...................................29

         Section 4.11.        Shared Principal Collections......................................................30

         Section 4.12.        Reserve Account...................................................................31

         Section 4.13.        Investment Instructions...........................................................32

         Section 4.14.        Determination of LIBOR............................................................32

ARTICLE V             Distributions and Reports to Series 2000-3 Certificateholders.............................33

         Section 5.01.        Distributions.....................................................................33

         Section 5.02.        Reports and Statements to Series 2000-3 Certificateholders........................34

ARTICLE VI            Pay-Out Events............................................................................35

         Section 6.01.        Pay-Out Events....................................................................35

ARTICLE VII           Optional Repurchase; Series Termination...................................................36

         Section 7.01.        Optional Repurchase...............................................................36

         Section 7.02.        Series Termination................................................................37

ARTICLE VIII          Final Distributions.......................................................................37
</TABLE>




                                      -i-
<PAGE>




                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>

<S>     <C>                   <C>                                                                               <C>
         Section 8.01.        Sale of Receivables or Certificateholders' Interest pursuant to Section
                              2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of this Supplement........37

         Section 8.02.        Distribution of Proceeds of Sale, Disposition or Liquidation of the
                              Receivables pursuant to Section 9.01 of the Agreement.............................38

ARTICLE IX            Miscellaneous Provisions..................................................................40

         Section 9.01.        Ratification of Agreement.........................................................40

         Section 9.02.        Counterparts......................................................................40

         Section 9.03.        Governing Law.....................................................................40
</TABLE>

                                      -ii-

<PAGE>


                  SERIES 2000-3 SUPPLEMENT, dated as of May 3, 2000 (the
                  "Supplement"), among AMERICAN EXPRESS CENTURION BANK, a
                  Utah-chartered industrial loan company, and AMERICAN EXPRESS
                  RECEIVABLES FINANCING CORPORATION II, a Delaware corporation,
                  as Transferors, AMERICAN EXPRESS TRAVEL RELATED SERVICES
                  COMPANY, INC., a New York corporation, as Servicer, and THE
                  BANK OF NEW YORK, a banking corporation organized and existing
                  under the laws of the State of New York, not in its individual
                  capacity, but solely as Trustee.

                  Pursuant to the Pooling and Servicing Agreement, dated as of
May 16, 1996 (as amended and supplemented, the "Agreement"), among the
Transferors, the Servicer and the Trustee, the Transferors have created the
AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST (the "Trust"). Section 6.03 of the
Agreement provides that the Transferors may from time to time direct the Trustee
to authenticate one or more new Series of Investor Certificates representing
fractional undivided interests in the Trust. The Principal Terms of any new
Series are to be set forth in a Supplement to the Agreement.

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


                                   ARTICLE I

                   Creation of the Series 2000-3 Certificates
                   ------------------------------------------

        Section 1.01.     Designation.

                   (a)  There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Supplement to be
known as "American Express Credit Account Master Trust, Series 2000-3." The
Series 2000-3 Certificates shall be issued in two Classes, the first of which
shall be known as the "Class A Series 2000-3 Floating Rate Asset Backed
Certificates" and the second of which shall be known as the "Class B Series
2000-3 Floating Rate Asset Backed Certificates." In addition, there is hereby
created a third Class of uncertificated interests in the Trust which shall be
known as the "Collateral Interest, Series 2000-3" and which shall be deemed to
be "Investor Certificates" for all purposes under the Agreement and this
Supplement other than for purposes of the definition of the term "Tax Opinion"
in Section 1.01 of the Agreement. The Collateral Interest shall be considered a
Class of Series 2000-3 for all purposes of the Agreement and this Supplement,
including for purposes of voting concerning the liquidation of the Trust
pursuant to Section 9.01 of the Agreement. The Collateral Interest Holder shall
be deemed to be the Series Enhancer for all purposes under the Agreement and
this Supplement.

                   (b)  Series 2000-3 shall be included in Group II and shall
be a Principal Sharing Series. Series 2000-3 shall be an Excess Allocation
Series. Series 2000-3 shall not be subordinated to any other Series.
Notwithstanding any provision in the Agreement or in this Supplement to the
contrary, the first Distribution Date with respect to Series 2000-3 shall be the
June 2000 Distribution Date and the first Monthly Period shall begin on and
include the Closing Date, and end on and include May 24, 2000.

                   (c)  Except as expressly  provided  herein,  the  provisions
of Article VI and Article XII of the Agreement relating to the registration,
authentication, delivery, presentation, cancellation and surrender of Registered
Certificates shall not be applicable to the Collateral Interest.


                                      1
<PAGE>



                                   ARTICLE II

                                  Definitions.
                                ----------------

                  Section 2.01. Definitions

                  (a)  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 the masculine as well as the feminine and neuter genders of such terms.

                  "Additional Interest" means, with respect to any Distribution
Date, the Class A Additional Interest, the Class B Additional Interest and the
Collateral Additional Interest for such Distribution Date.

                  "Adjusted Invested Amount" shall mean, with respect to any
date of determination, an amount equal to the Invested Amount less the Principal
Funding Account Balance on such date of determination.

                  "Available Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to the sum of (a) (i) an amount equal to the
Principal Allocation Percentage of Series 2000-3 Allocable Principal Collections
received during such Monthly Period minus (ii) the amount of Reallocated
Principal Collections with respect to such Monthly Period which pursuant to
Section 4.08 are required to fund the Required Amount for the related
Distribution Date, (b) any Shared Principal Collections with respect to other
Series that are allocated to Series 2000-3 in accordance with Section 4.04 of
the Agreement and Section 4.11 hereof, and (c) any other amounts which pursuant
to Section 4.05 or 4.07 hereof are to be treated as Available Principal
Collections with respect to the related Distribution Date.

                  "Available Reserve Account Amount" shall mean, with respect to
any Distribution Date, the lesser of (a) the amount on deposit in the Reserve
Account on such date (before giving effect to any deposit to be made to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.

                  "Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Class A Monthly Interest, the Class B Monthly Interest
(calculated as if the Class B Invested Amount equals the outstanding principal
balance of the Class B Certificates), Collateral Monthly Interest and the
Monthly Servicing Fee with respect to the related Distribution Date and the
denominator of which is the Invested Amount as of the last day of the preceding
Monthly Period.

                  "Class A Additional Interest" shall have the meaning specified
in subsection 4.02(a).

                  "Class A Adjusted Invested Amount" shall mean, with respect to
any date of determination, an amount equal to the Class A Invested Amount less
the Principal Funding Account Balance (but not in excess of the Class A Invested
Amount) on such date.

                  "Class A Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) if such Monthly Period relates
to a Distribution Date with respect to the Controlled Accumulation Period, the
Class A Floating Percentage of Principal Funding Investment Proceeds, if any,
with respect to such Distribution Date, (b) the Class A Floating Percentage of
the Reallocated Investor Finance Charge Collections and (c) the amount of funds,
if any, to be withdrawn from the Reserve Account which, pursuant to subsection
4.12(d), are required to be included in Class A Available Funds with respect to
such Distribution Date.


                                       2
<PAGE>


                  "Class A Certificate Rate" shall mean, for any Interest Period
with respect to the Class A Certificates, a per annum rate equal to LIBOR plus
0.16%.

                  "Class A Certificateholder" shall mean the Person in whose
name a Class A Certificate is registered in the Certificate Register.

                  "Class A Certificates" shall mean any one of the Certificates
executed by the Transferors and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-l.

                  "Class A Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class A Adjusted
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Adjusted Invested
Amount as of such day; provided, however, that with respect to the first Monthly
Period, the Class A Floating Percentage shall mean the percentage equivalent of
a fraction, the numerator of which is the Class A Initial Invested Amount and
the denominator of which is the Initial Invested Amount.

                  "Class A Initial Invested Amount" shall mean $825,000,000.

                  "Class A Interest Shortfall" shall have the meaning specified
in subsection 4.02(a).

                  "Class A Invested Amount" shall mean, on any date of
determination, an amount equal to (a) the Class A Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to the Class A
Certificateholders on or prior to such date, minus (c) the excess, if any, of
(i) the aggregate amount of Class A Investor Charge-Offs for all prior
Distribution Dates over (ii) Class A Investor Charge-Offs reimbursed pursuant to
subsection 4.07(b) prior to such date.

                  "Class A Investor Charge-Offs" shall have the meaning
specified in subsection 4.06(a).

                  "Class A Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class A Floating
Percentage for such Monthly Period.

                  "Class A Monthly Interest" shall have the meaning specified in
subsection 4.02(a).

                  "Class A Principal Percentage" shall mean, with respect to any
Monthly Period (i) during the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Invested Amount as of the last day of the immediately preceding Monthly
Period and the denominator of which is the Invested Amount as of such day and
(ii) during the Controlled Accumulation Period, the Early Amortization Period or
any Partial Amortization Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is the Class A
Invested Amount as of the close of business on the date on which the Revolving
Period shall have terminated and the denominator of which is the Invested Amount
as of the close of business on the date on which the Revolving Period shall have
terminated; provided, however, that with respect to the first Monthly Period,
the Class A Principal Percentage shall mean the percentage equivalent of a
fraction, the numerator of which is the Class A Initial Invested Amount and
denominator of which is the Initial Invested Amount.

                  "Class A Required Amount" shall have the meaning specified in
subsection 4.04(a).

                  "Class A Servicing Fee" shall have the meaning specified in
Section 3.01.

                                       3
<PAGE>

                  "Class B Additional Interest" shall have the meaning specified
in subsection 4.02(b).

                  "Class B Adjusted Invested Amount" shall mean an amount equal
to the Class B Invested Amount less the positive difference, if any, between the
Principal Funding Account Balance and the Class A Invested Amount on such date.

                  "Class B Available Funds" shall mean, with respect to any
Monthly Period, an amount equal to the sum of (a) Class B Floating Percentage of
the Reallocated Investor Finance Charge Collections and (b) if such Monthly
Period relates to a Distribution Date with respect to the Controlled
Accumulation Period, the Class B Floating Percentage of the Principal Funding
Investment Proceeds, if any, with respect to such Distribution Date.

                  "Class B Certificate Rate" shall mean, for any Interest Period
with respect to the Class B Certificates, a per annum rate equal to LIBOR plus
0.35%.

                  "Class B Certificateholder" shall mean the Person in whose
name a Class B Certificate is registered in the Certificate Register.

                  "Class B Certificates" shall mean any one of the Certificates
executed by the Transferors and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-2.

                  "Class B Floating Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, the numerator of which is equal to the Class B Adjusted
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is equal to the Adjusted Invested
Amount as of the close of business on such day; provided, however, that with
respect to the first Monthly Period, the Class B Floating Percentage shall mean
the percentage equivalent of a fraction, the numerator of which is the Class B
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.

                  "Class B Initial Invested Amount" shall mean $80,000,000.

                  "Class B Interest Shortfall" shall have the meaning specified
in subsection 4.02(b).

                  "Class B Invested Amount" shall mean, on any date of
determination, an amount equal to (a) the Class B Initial Invested Amount, minus
(b) the aggregate amount of principal payments made to the Class B
Certificateholders prior to such date, minus (c) the aggregate amount of Class B
Investor Charge-Offs for all prior Distribution Dates, minus (d) the amount of
Reallocated Principal Collections allocated on all prior Distribution Dates
pursuant to subsection 4.08(a) (excluding any Reallocated Principal Collections
that have resulted in a reduction in the Collateral Invested Amount pursuant to
Section 4.08), minus (e) an amount equal to the amount by which the Class B
Invested Amount has been reduced on all prior Distribution Dates pursuant to
subsection 4.06(a) and plus (f) the amount of Excess Spread and Excess Finance
Charge Collections allocated and available on all prior Distribution Dates
pursuant to subsection 4.07(e) for the purpose of reimbursing amounts deducted
pursuant to the foregoing clauses (c), (d) and (e); provided, however, that the
Class B Invested Amount may not be reduced below zero.

                  "Class B Investor Charge-Offs" shall have the meaning
specified in subsection 4.06(b).

                  "Class B Investor Default Amount" shall mean, with respect to
each Distribution Date, an amount equal to the product of (i) the Investor
Default Amount for the related Monthly Period and (ii) the Class B Floating
Percentage for such Monthly Period.


                                       4
<PAGE>

                  "Class B Monthly Interest" shall have the meaning specified in
subsection 4.02(b).

                  "Class B Principal Percentage" shall mean, with respect to any
Monthly Period, (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Class B Invested Amount as of the last day of the immediately preceding
Monthly Period and the denominator of which is the Invested Amount as of such
day and (ii) during the Controlled Accumulation Period, the Early Amortization
Period or any Partial Amortization Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Invested Amount as of the close of business on the date on which the
Revolving Period shall have terminated and the denominator of which is the
Invested Amount as of the close of business on the date on which the Revolving
Period shall have terminated; provided, however, that with respect to the first
Monthly Period, the Class B Principal Percentage shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B Initial Invested
Amount and the denominator of which is the Initial Invested Amount.

                  "Class B Required Amount" shall have the meaning set forth in
subsection 4.04(b).

                  "Class B Servicing Fee" shall have the meaning specified in
Section 3.01.

                  "Closing Date" shall mean May 3, 2000; provided that, for
purposes of determining the date on which the first Monthly Period begins, the
Closing Date shall be deemed to be the close of business on the last day of the
seventh billing cycle applicable to the Accounts ending in April 2000.

                  "Collateral Additional Interest" shall have the meaning
specified in subsection 4.02(c).

                  "Collateral Available Funds" shall mean with respect to any
Distribution Date, the Collateral Floating Percentage of Reallocated Investor
Finance Charge Collections with respect to the preceding Monthly Period.

                  "Collateral Charge-Offs" shall have the meaning specified in
subsection 4.06(c).

                  "Collateral Default Amount" shall mean, with respect to any
Distribution Date, the product of the Investor Default Amount for the related
Monthly Period and the Collateral Floating Percentage.

                  "Collateral Floating Percentage" shall mean, with respect to
any Distribution Date, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is equal to the Collateral
Invested Amount as of the close of business on the last day of the preceding
Monthly Period and the denominator of which is the Adjusted Invested Amount as
of the close of business on such last day; provided, however, that with respect
to the first Monthly Period, the Collateral Floating Percentage shall mean the
percentage equivalent of a fraction, the numerator of which is the Collateral
Initial Invested Amount and the denominator of which is the Initial Invested
Amount.

                  "Collateral Initial Invested Amount" shall mean $95,000,000.

                  "Collateral Interest" shall mean a fractional undivided
interest in the Trust which shall consist of the right to receive, to the extent
necessary to make the required payments to the Collateral Interest Holder under
this Supplement, the portion of Collections allocable thereto under the
Agreement and this Supplement and funds on deposit in the Collection Account
allocable thereto pursuant to the Agreement and this Supplement.

                  "Collateral Interest Holder" shall mean the entity so
designated in the Loan Agreement.


                                       5
<PAGE>

                  "Collateral Interest Shortfall" shall have the meaning
specified in subsection 4.02(c).

                  "Collateral Invested Amount" shall mean, when used with
respect to any date, an amount equal to (a) the Collateral Initial Invested
Amount, minus (b) the aggregate amount of principal payments made to the
Collateral Interest Holder prior to such date, minus (c) the aggregate amount of
Collateral Charge-Offs for all prior Distribution Dates pursuant to subsection
4.06(c), minus (d) the aggregate amount of Reallocated Principal Collections
allocated on all prior Distribution Dates pursuant to Section 4.08 allocable to
the Collateral Invested Amount, minus (e) an amount equal to the amount by which
the Collateral Invested Amount has been reduced on all prior Distribution Dates
pursuant to subsections 4.06(a) and (b), and plus (f) the amount allocated and
available on all prior Distribution Dates pursuant to subsection 4.07(i), for
the purpose of reimbursing amounts deducted pursuant to the foregoing clauses
(c), (d) and (e); provided, however, that the Collateral Invested Amount may not
be reduced below zero.

                  "Collateral Monthly Interest" shall have the meaning specified
in subsection 4.02(c).

                  "Collateral Principal Percentage" shall mean, with respect to
any Monthly Period, (i) during the Revolving Period, the percentage equivalent
(which percentage shall never exceed 100%) of a fraction, the numerator of which
is the Collateral Invested Amount as of the last day of the immediately
preceding Monthly Period and the denominator of which is the Invested Amount as
of such day and (ii) during the Controlled Accumulation Period, the Early
Amortization Period or any Partial Amortization Period, the percentage
equivalent (which percentage shall never exceed 100%) of a fraction, the
numerator of which is the Collateral Invested Amount as of the close of business
on the date on which the Revolving Period shall have terminated and the
denominator of which is the Invested Amount as of the close of business on the
date on which the Revolving Period shall have terminated; provided, however,
that with respect to the first Monthly Period, the Collateral Principal
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Collateral Initial Invested Amount and the denominator of which is
the Initial Invested Amount.

                  "Collateral Rate" shall mean the rate specified in the Loan
Agreement.

                  "Collateral Servicing Fee" shall have the meaning set forth in
Section 3.01.

                  "Controlled Accumulation Amount" shall mean, for any
Distribution Date with respect to the Controlled Accumulation Period,
$75,416,666.67; provided, however, that, if the Controlled Accumulation Period
Length is determined to be less than 12 months, the Controlled Accumulation
Amount for each Distribution Date with respect to the Controlled Accumulation
Period will be equal to (i) the product of (x) the sum of the Class A Initial
Invested Amount and the Class B Initial Invested Amount and (y) the Controlled
Accumulation Period Factor for the related Monthly Period divided by (ii) the
Required Accumulation Factor Number.

                  "Controlled Accumulation Period" shall mean, unless a Pay-Out
Event shall have occurred prior thereto, the period commencing at the close of
business on the last day of the March 2004 Monthly Period or such later date as
is determined in accordance with subsection 4.03(c) and ending on the first to
occur of (a) the commencement of the Early Amortization Period, (b) the payment
in full of the Invested Amount and (c) the Series 2000-3 Termination Date.

                  "Controlled Accumulation Period Factor" shall mean, for each
Monthly Period, a fraction, the numerator of which is equal to the sum of the
series invested amounts as of the last day of the prior Monthly Period of all
outstanding Series, and the denominator of which is equal to the sum (without
duplication) of (a) the Series Invested Amount as of the last day of the prior
Monthly Period, (b) the series invested amounts as of the last day of the prior
Monthly Period of all outstanding Series (other than Series 2000-3) that are not
expected to be in their revolving periods, and (c) the series invested amounts
as of the


                                       6
<PAGE>

last day of the prior Monthly Period of all other outstanding Series
that are not Principal Sharing Series and are in their revolving periods.

                  "Controlled Accumulation Period Length" has the meaning
specified in subsection 4.03(c).

                  "Controlled Deposit Amount" shall mean, for any Distribution
Date with respect to the Controlled Accumulation Period, an amount equal to the
sum of the Controlled Accumulation Amount for such Distribution Date and any
Deficit Controlled Accumulation Amount for the immediately preceding
Distribution Date.

                  "Covered Amount" shall mean, for any Distribution Date with
respect to the Controlled Accumulation Period or the first Special Payment Date,
if such Special Payment Date occurs prior to the date the Class A Invested
Amount is paid in full, an amount equal to one-twelfth the product of (i) the
Class A Certificate Rate and (ii) the Principal Funding Account Balance, if any,
as of the preceding Distribution Date.

                  "Deficit Controlled Accumulation Amount" shall mean (a) on the
first Distribution Date with respect to the Controlled Accumulation Period, the
excess, if any, of the Controlled Accumulation Amount for such Distribution Date
over the amount deposited in the Principal Funding Account on such Distribution
Date and (b) on each subsequent Distribution Date with respect to the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount for
such subsequent Distribution Date over the amount deposited in the Principal
Funding Account on such subsequent Distribution Date.

                  "Distribution Date" shall mean June 15, 2000, and the 15th day
of each calendar month thereafter, or if such 15th day is not a Business Day,
the next succeeding Business Day.

                  "Early Amortization Period" shall mean the period commencing
at the close of business on the Business Day immediately preceding the day on
which a Pay-Out Event with respect to Series 2000-3 is deemed to have occurred,
and ending on the first to occur of (i) the payment in full of the Invested
Amount or (ii) the Series 2000-3 Termination Date.

                  "Excess Spread" shall mean, with respect to any Distribution
Date, the sum of the amounts, if any, specified pursuant to subsections
4.05(a)(iv), 4.05(b)(iii) and 4.05(c)(ii) with respect to such Distribution
Date.

                  "Expected Final Payment Date" shall mean the April 2005
Distribution Date.

                  "Finance Charge Shortfall" shall have the meaning specified in
Section 4.09.

                  "Floating Allocation Percentage" shall mean, with respect to
any Monthly Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Adjusted Invested
Amount as of the last day of the preceding Monthly Period (or with respect to
the first Monthly Period, the Initial Invested Amount) and the denominator of
which is the product of (x) the Series 2000-3 Allocation Percentage with respect
to such Monthly Period and (y) the sum of (i) the total amount of Principal
Receivables in the Trust as of such day (or with respect to the first Monthly
Period, the total amount of Principal Receivables in the Trust on the Closing
Date) and (ii) the principal amount on deposit in the Special Funding Account as
of such last day (or with respect to the first Monthly Period, as of the Closing
Date); provided, however, that with respect to any Monthly Period in which an
Addition Date for an Aggregate Addition or a Removal Date occurs the amount in
(y)(i) above shall be (1) the aggregate amount of Principal Receivables in the
Trust at the end of the day on the last day of the prior


                                       7
<PAGE>

Monthly Period for the period from and including the first day of such Monthly
Period to but excluding the related Addition Date or Removal Date and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Addition Date or Removal Date for the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period.

                  "Group II" shall mean Series 2000-3 and each other Series
specified in the related Supplement to be included in Group II.

                  "Group II Investor Additional Amounts" shall mean, with
respect to any Distribution Date, the sum of (a) Series 2000-3 Additional
Amounts for such Distribution Date and (b) for all other Series included in
Group II, the sum of (i) the aggregate net amount by which the Invested Amounts
of such Series have been reduced as a result of investor charge-offs,
subordination of principal collections and funding the investor default amounts
in respect of any Class or Series Enhancement interests of such Series as of
such Distribution Date and (ii) if the applicable Supplements so provide, the
aggregate unpaid amount of interest at the applicable certificate rates that has
accrued on the amounts described in the preceding clause (i) for such
Distribution Date.

                  "Group II Investor Default Amount" shall mean, with respect to
any Distribution Date, the sum of (a) the Investor Default Amount for such
Distribution Date and (b) the aggregate amount of the investor default amounts
for all other Series included in Group II for such Distribution Date.

                  "Group II Investor Finance Charge Collections" shall mean,
with respect to any Distribution Date, the sum of (a) Investor Finance Charge
Collections for such Distribution Date and (b) the aggregate amount of the
investor finance charge collections for all other Series included in Group II
for such Distribution Date.

                  "Group II Investor Monthly Fees" shall mean with respect to
any Distribution Date, the sum of (a) Series 2000-3 Monthly Fees for such
Distribution Date and (b) the aggregate amount of the servicing fees, investor
fees, fees payable to any Series Enhancer and any other similar fees, which are
payable out of reallocated investor finance charge collections pursuant to the
related Supplements, for all other Series included in Group II for such
Distribution Date.

                  "Group II Investor Monthly Interest" shall mean, with respect
to any Distribution Date, the sum of (a) Series 2000-3 Monthly Interest for such
Distribution Date and (b) the aggregate amount of monthly interest, including
overdue monthly interest and interest on such overdue monthly interest, if such
amounts are payable out of reallocated investor finance charge collections
pursuant to the related Supplements, for all other Series included in Group II
for such Distribution Date.

                  "Initial Invested Amount" shall mean $1,000,000,000.

                  "Interest Period" shall mean, with respect to any Distribution
Date, the period (a) from and including the Distribution Date immediately
preceding such Distribution Date (or, in the case of the first Distribution
Date, from and including the Closing Date) and (b) to but excluding such
Distribution Date.

                  "Invested Amount" shall mean, as of any date of determination,
an amount equal to the sum of (a) the Class A Invested Amount as of such date,
(b) the Class B Invested Amount as of such date and (c) the Collateral Invested
Amount as of such date.

                  "Investor Charge-Offs" shall mean Class A Investor
Charge-Offs, Class B Investor Charge-Offs and Collateral Charge-Offs.


                                       8
<PAGE>


                  "Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Series 2000-3
Allocable Defaulted Amount for the related Monthly Period and (b) the Floating
Allocation Percentage for such Monthly Period.

                  "Investor Finance Charge Collections" shall mean with respect
to any Distribution Date, an amount equal to the product of (a) the Floating
Allocation Percentage for the related Monthly Period and (b) Series 2000-3
Allocable Finance Charge Collections deposited in the Collection Account for the
related Monthly Period.

                  "LIBOR" shall mean, for any Interest Period, a per annum
interest rate determined by the Trustee for such Interest Period in accordance
with the provisions of Section 4.14.

                  "LIBOR Determination Date" shall mean, for the initial
Interest Period, the second London Business Day prior to the Closing Date and,
for every other Interest Period, the second London Business Day prior to the
commencement of such Interest Period.

                  "Loan Agreement" shall mean the agreement among the
Transferors, the Trustee, the Servicer and the Collateral Interest Holder, dated
as of the date hereof.

                  "London Business Day" shall mean any day on which dealings in
deposits in United States dollars are transacted in the London interbank market.

                  "Monthly Interest" means, with respect to any Distribution
Date, the Class A Monthly Interest, the Class B Monthly Interest and the
Collateral Monthly Interest for such Distribution Date.

                  "Monthly Servicing Fee" shall have the meaning specified in
subsection 3.01.

                  "Pay-Out Event" shall mean any Pay-Out Event specified in
Section 6.01.

                  "Principal Allocation Percentage" shall mean, with respect to
any day during a Monthly Period, the percentage equivalent (which percentage
shall never exceed 100%) of a fraction, the numerator of which is (a) during the
Revolving Period, the Series Adjusted Invested Amount for Series 2000-3 as of
the last day of the immediately preceding Monthly Period (or, in the case of the
first Monthly Period, the Initial Invested Amount) and (b) during the Controlled
Accumulation Period, the Early Amortization Period or any Partial Amortization
Period, the Series Adjusted Invested Amount for Series 2000-3 as of the close of
business on the date on which the Revolving Period shall have terminated and the
denominator of which is the product of (x) the sum of (i) the total amount of
Principal Receivables in the Trust as of the last day of the immediately
preceding Monthly Period (or with respect to the first Monthly Period, the total
amount of Principal Receivables in the Trust as of the Closing Date) and (ii)
the principal amount on deposit in the Special Funding Account as of such last
day (or with respect to the first Monthly Period, the Closing Date) and (y) the
Series 2000-3 Allocation Percentage as of the last day of the immediately
preceding Monthly Period; provided, however, that with respect to any Monthly
Period in which an Addition Date for an Aggregate Addition or a Removal Date
occurs the amount in (x)(i) above shall be (1) the aggregate amount of Principal
Receivables in the Trust at the end of the day on the last day of the prior
Monthly Period for the period from and including the first day of such Monthly
Period to but excluding the related Addition Date or Removal Date and (2) the
aggregate amount of Principal Receivables in the Trust at the end of the day on
the related Addition Date or Removal Date for the period from and including the
related Addition Date or Removal Date to and including the last day of such
Monthly Period; and provided further, that if after the commencement of the
Controlled Accumulation Period a Pay-Out Event occurs with respect to another
Series that was designated in the Supplement therefor as a Series that is a
"Paired Series" with respect to Series 2000-3, the Transferors may, by written
notice delivered to the Trustee and the Servicer, designate a different


                                       9
<PAGE>


numerator for the foregoing fraction, provided that (x) such numerator is not
less than the Adjusted Invested Amount as of the last day of the revolving
period for such Paired Series, (y) the Transferors shall have received written
notice from each Rating Agency that the Rating Agency Condition has been
satisfied with respect to such designation and shall have delivered copies of
each such written notice to the Servicer and the Trustee and (z) the Transferors
shall have delivered to the Trustee an Officer's Certificate to the effect that,
based on the facts known to such officer at such time, in the reasonable belief
of the Transferors, such designation will not cause a Pay-Out Event or an event
that, after the giving of notice or the lapse of time, would constitute a
Pay-Out Event, to occur with respect to Series 2000-3.

                  "Principal Funding Account" shall have the meaning specified
in subsection 4.03(a)(i).

                  "Principal Funding Account Balance" shall mean, with respect
to any date of determination during the Controlled Accumulation Period, the
principal amount, if any, on deposit in the Principal Funding Account on such
date of determination.

                  "Principal Funding Investment Proceeds" shall have the meaning
specified in subsection 4.03(a)(ii).

                  "Principal Funding Investment Shortfall" shall mean, with
respect to each Distribution Date during the Controlled Accumulation Period, the
amount, if any, by which the Principal Funding Investment Proceeds are less than
the Covered Amount.

                  "Reallocated Investor Finance Charge Collections" shall mean
that portion of Group II Investor Finance Charge Collections allocated to Series
2000-3 pursuant to Section 4.10.

                  "Reallocated Principal Collections" shall mean, with respect
to any Monthly Period, the product of (a) the Series 2000-3 Allocable Principal
Collections deposited in the Collection Account for such Monthly Period and (b)
the sum of the Class B Principal Percentage and the Collateral Principal
Percentage.

                  "Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Adjusted
Invested Amount on such Distribution Date, plus (ii) Monthly Interest for such
Distribution Date and any Monthly Interest previously due but not distributed to
the Series 2000-3 Certificateholders on a prior Distribution Date, plus (iii)
the amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not distributed to the Series 2000-3
Certificateholders on a prior Distribution Date.

                  "Reference Banks" shall mean four major banks in the London
interbank market selected by the Servicer.

                  "Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which is
one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for the three months
preceding the date of such calculation.

                  "Required Amount" shall mean, with respect to any Monthly
Period, the sum of the Class A Required Amount and the Class B Required Amount.

                  "Required Collateral Invested Amount" shall mean (i) initially
$95,000,000 and (ii) on any Distribution Date thereafter, 9.50% of the sum of
the Class A Adjusted Invested Amount on such Distribution Date, the Class B
Adjusted Invested Amount on such Distribution Date (in each case after


                                       10
<PAGE>

taking into account payments to be made on such Distribution Date) and the
Collateral Invested Amount on such Distribution Date after taking into account
any adjustments made on such Distribution Date, but not less than $30,000,000;
provided, however, that (1) if either (a) there is a reduction in the Collateral
Invested Amount pursuant to clauses (c), (d) or (e) of the definition thereof
during the Controlled Accumulation Period or (b) a Pay-Out Event with respect to
the Series 2000-3 Certificates has occurred, the Required Collateral Invested
Amount for such Distribution Date thereafter shall equal the Required Collateral
Invested Amount for such Distribution Date immediately preceding such reduction
or Pay-Out Event, (2) in no event shall the Required Collateral Invested Amount
exceed the unpaid principal amount of the Series 2000-3 Certificates as of the
last day of the Monthly Period preceding such Distribution Date after taking
into account payments to be made on the related Distribution Date and (3) the
Required Collateral Invested Amount may be reduced to a lesser amount at any
time if the Rating Agency Condition is satisfied.

                  "Required Reserve Account Amount" shall mean, with respect to
any Distribution Date on or after the Reserve Account Funding Date, an amount
equal to (1) 0.50% of the Class A Invested Amount as of the preceding
Distribution Date (after giving effect to all changes therein on such date) or
(2) any other percentage (which may be 0%) of the Class A Invested Amount
designated by the Transferors, provided that if such percentage is less than the
percentage specified in clause (1) above, the Transferors shall have received
the prior written consent of the Collateral Interest Holder and written notice
from each Rating Agency that the Rating Agency Condition shall have been
satisfied with respect to such designation and shall have delivered copies of
each such written notice to the Servicer and the Trustee.

                  "Reserve Account" shall have the meaning specified in
subsection 4.12(a).

                  "Reserve Account Funding Date" shall mean the Distribution
Date which occurs not later than the earliest of (a) the Distribution Date with
respect to the Monthly Period that commences not later than three months prior
to the Distribution Date with respect to the first Monthly Period in the
Controlled Accumulation Period, (b) in the event that the average Excess Spread
Percentage for any three consecutive Monthly Periods ending in the April 2003
Monthly Period or any Monthly Period thereafter is less than 2%, the
Distribution Date with respect to such Monthly Period, (c) in the event that the
average Excess Spread Percentage for any three consecutive Monthly Periods
ending in the October 2003 Monthly Period or any Monthly Period thereafter is
less than 3%, the Distribution Date with respect to such Monthly Period and (d)
such earlier Distribution Date as the Transferors may determine by written
notice to the Trustee and the Servicer. For this purpose, the "Excess Spread
Percentage" for any Monthly Period shall be equal to the Series Adjusted
Portfolio Yield for such Monthly Period minus the Base Rate for such Monthly
Period.

                  "Reserve Account Surplus" shall mean, as of any date of
determination, the amount, if any, by which the amount on deposit in the Reserve
Account exceeds the Required Reserve Account Amount.

                  "Reserve Draw Amount" shall have the meaning specified in
subsection 4.12(c).

                  "Revolving Period" shall mean the period beginning at the
close of business on the Series Cut-Off Date and ending on the earlier of (a)
the close of business on the day immediately preceding the day the Controlled
Accumulation Period commences and (b) the close of business on the day
immediately preceding the day the Early Amortization Period commences.

                  "Series Adjusted Portfolio Yield" shall mean, with respect to
any Monthly Period, the annualized percentage equivalent of a fraction, (A) the
numerator of which is equal to (a) Reallocated Investor Finance Charge
Collections with respect to such Monthly Period, plus (b) the amount of any


                                       11
<PAGE>

Principal Funding Investment Proceeds for the related Distribution Date, plus
(c) provided that each Rating Agency has consented in writing to the inclusion
thereof in calculating the Series Adjusted Portfolio Yield, any Excess Finance
Charge Collections that are allocated to Series 2000-3 with respect to such
Monthly Period plus (d) the amount of funds, if any, withdrawn from the Reserve
Account which pursuant to subsection 4.12(d) are required to be included as
Class A Available Funds for the Distribution Date with respect to such Monthly
Period minus (e) the Investor Default Amount for the Distribution Date with
respect to such Monthly Period, and (B) the denominator of which is the Invested
Amount as of the last day of the preceding Monthly Period.

                  "Series Cut-Off Date" shall mean the close of business on May
3, 2000.

                  "Series 2000-3" shall mean the Series of Certificates the
terms of which are specified in this Supplement.

                  "Series 2000-3 Additional Amounts" shall mean, with respect to
any Distribution Date, the sum of the amounts determined pursuant to subsections
4.07(b), (e) and (i) for such Distribution Date.

                  "Series 2000-3 Allocable Defaulted Amount" shall mean the
Series Allocable Defaulted Amount with respect to Series 2000-3.

                  "Series 2000-3 Allocable Finance Charge Collections" shall
mean the Series Allocable Finance Charge Collections with respect to Series
2000-3.

                  "Series 2000-3 Allocable Principal Collections" shall mean the
Series Allocable Principal Collections with respect to Series 2000-3.

                  "Series 2000-3 Allocation Percentage" shall mean the Series
Allocation Percentage with respect to Series 2000-3.

                  "Series 2000-3 Certificate" shall mean a Class A Certificate
or a Class B Certificate or the Collateral Interest.

                  "Series 2000-3 Certificateholder" shall mean a Class A
Certificateholder or a Class B Certificateholder or the Collateral Interest
Holder.

                  "Series 2000-3 Certificateholders' Interest" shall mean the
Certificateholders' Interest for Series 2000-3, including the Collateral
Interest.

                  "Series 2000-3 Monthly Fees" shall mean, with respect to any
Distribution Date, the amount determined pursuant to subsections 4.05(a)(ii),
(b)(ii) and (c)(i) and subsection 4.07(g).

                  "Series 2000-3 Monthly Interest" shall mean the amounts
determined pursuant to subsections 4.02(a), (b) and (c).

                  "Series 2000-3 Principal Shortfall" shall have the meaning
specified in Section 4.11.

                  "Series 2000-3 Termination Date" shall mean the November 2007
Distribution Date.

                  "Series Invested Amount" shall mean the Initial Invested
Amount.

                  "Series Required Transferor Amount" shall mean an amount equal
to 7% of the Invested Amount.



                                       12
<PAGE>

                  "Servicing Base Amount" shall have the meaning specified in
Section 3.01.

                  "Servicing Fee Rate" shall mean 2.0% per annum.

                  "Special Payment Date"  shall mean each Distribution Date with
respect to the Early Amortization Period.

                  "Telerate Page 3750" shall mean the display page currently so
designated on the Dow Jones Service (or such other page as may replace that page
on that service for the purpose of displaying comparable rates or prices).

                  "Transferor Percentage" shall mean 100% minus (a) the Floating
Allocation Percentage, when used at any time with respect to Finance Charge
Receivables and Defaulted Receivables, or (b) the Principal Allocation
Percentage, when used at any time with respect to Principal Receivables.

                  (b)      Notwithstanding  anything to the contrary in this
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
in this Supplement or the Agreement with respect to Series 2000-3, Moody's and
Standard & Poor's. As used in this Supplement and in the Agreement with respect
to Series 2000-3, "highest investment category" shall mean (i) in the case of
Standard & Poor's, AAA or A-1+, as applicable and (ii) in the case of Moody's,
Aaa or P-1, as applicable.

                   (c)    Each  capitalized  term defined  herein shall relate
to the Series 2000-3 Certificates and no other Series of Certificates issued by
the Trust, unless the context otherwise requires. All capitalized terms used
herein and not otherwise defined herein have the meanings ascribed to them in
the Agreement. In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Supplement shall govern.

                   (d)    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;
references to any Article, subsection, Section or Exhibit are references to
Articles, subsections, Sections and Exhibits in or to this Supplement unless
otherwise specified; and the term "including" means "including without
limitation."


                                  ARTICLE III

                                  Servicing Fee
                                  -------------

                   Section 3.01.   Servicing Compensation. The share of the
Servicing Fee allocable to the Series 2000-3 Certificateholders with respect to
any Distribution Date (the "Monthly Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Servicing Fee Rate and (b) (i) the
Adjusted Invested Amount as of the last day of the Monthly Period preceding such
Distribution Date, (or, in the case of the first Distribution Date, the product
of (x) the actual number of days from and including the Closing Date to and
including May 31, 2000, divided by 365, (y) the Servicing Fee Rate and (z) the
Initial Invested Amount) minus (ii) the product of the amount, if any, on
deposit in the Special Funding Account as of the last day of the Monthly Period
preceding such Distribution Date and the Series 2000-3 Allocation Percentage
with respect to such Monthly Period (the amount calculated pursuant to this
clause (b) is referred to as the "Servicing Base Amount"). The share of the
Monthly Servicing Fee allocable to the Class A Certificateholders with respect
to any Distribution Date (the "Class A Servicing Fee") shall be equal to
one-twelfth of the product of (a) the Class A Floating Percentage, (b) the
Servicing Fee Rate and (c) the Servicing Base Amount. The share of the Monthly
Servicing Fee allocable to the Class B Certificateholders with respect to any
Distribution Date (the "Class B Servicing Fee") shall be equal to



                                       13
<PAGE>

one-twelfth of the product of (a) the Class B Floating Percentage, (b) the
Servicing Fee Rate and (c) the Servicing Base Amount. The share of the Monthly
Servicing Fee allocable to the Collateral Interest with respect to any
Distribution Date (the "Collateral Servicing Fee") shall be equal to one-twelfth
of the product of the (a) Collateral Floating Percentage, (b) the Servicing Fee
Rate and (c) the Servicing Base Amount. The remainder of the Servicing Fee shall
be paid by the Holders of the Transferor Certificates or the investor
certificateholders of other Series (as provided in the related Supplements) and
in no event shall the Trust, the Trustee or the Series 2000-3 Certificateholders
be liable for the share of the Servicing Fee to be paid by the Holders of the
Transferor Certificates or the investor certificateholders of any other Series.
To the extent that the Class A Servicing Fee, the Class B Servicing Fee and the
Collateral Servicing Fee are not paid in full pursuant to the preceding
provisions of this Section 3.01, and Sections 4.05 and 4.07, they shall be paid
by the Holders of the Transferor Certificates.

                                   ARTICLE IV

                 Rights of Series 2000-3 Certificateholders and
                    Allocation and Application of Collections

               Section 4.01.   Collections and Allocations.

               (a)      Allocations.  Collections of Finance Charge
Receivables and Principal Receivables and Defaulted Receivables allocated to
Series 2000-3 pursuant to Article IV of the Agreement (and, as described herein,
Collections of Finance Charge Receivables reallocated from other Series in Group
II) shall be allocated and distributed or reallocated as set forth in this
Article.

               (b)      Payments to the Transferor.  The Servicer  shall on
each Deposit Date withdraw from the Collection Account and pay to the Holders of
the Transferor Certificates the following amounts:

                        (i)   an amount equal to the Transferor Percentage for
               therelated Monthly Period of Series 2000-3 Allocable Finance
               Charge Collections to the extent such amount is deposited in
               the Collection Account; and

                        (ii) an amount equal to the Transferor Percentage
               for the related Monthly Period of Series 2000-3 Allocable
               Principal Collections deposited in the Collection Account, if
               the Transferor Amount (determined after giving effect to any
               Principal Receivables transferred to the Trust on such Deposit
               Date) exceeds zero.

               The withdrawals to be made from the Collection Account
pursuant to this subsection 4.01(b) do not apply to deposits into the Collection
Account that do not represent Collections, including payment of the purchase
price for the Certificateholders' Interest pursuant to Section 2.06 or 10.01 of
the Agreement, payment of the purchase price for the Series 2000-3
Certificateholders' Interest pursuant to Section 7.01 of this Supplement and
proceeds from the sale, disposition or liquidation of Receivables pursuant to
Section 9.01 or 12.02 of the Agreement.

               (c)      Allocations to the Series 2000-3 Certificateholders.
The Servicer shall, prior to the close of business on each Deposit Date,
allocate to the Series 2000-3 Certificateholders the following amounts as set
forth below:

                        (i) Allocations of Finance Charge Collections. The
               Servicer shall allocate to the Series 2000-3 Certificate- holders
               and retain in the Collection Account for application as provided
               herein an amount equal to the product of (A) the Floating
               Allocation Percentage and (B) the Series 2000-3 Allocation
               Percentage and (C) the


                                       14
<PAGE>

               aggregate amount of Collections of Finance Charge Receivables
               deposited in the Collection Account on such Deposit Date.

                    (ii) Allocations of Principal Collections. The Servicer
               shall allocate to the Series 2000-3 Certificateholders the
               following amounts as set forth below:

                         (x) Allocations During the Revolving Period. During the
               Revolving Period (A) an amount equal to the product of (I) the
               sum of the Class B Principal Percentage and the Collateral
               Principal Percentage and (II) the Principal Allocation Percentage
               and (III) the Series 2000-3 Allocation Percentage and (IV) the
               aggregate amount of Collections of Principal Receivables
               deposited in the Collection Account on such Deposit Date, shall
               be allocated to the Series 2000-3 Certificateholders and retained
               in the Collection Account until applied as provided herein and
               (B) an amount equal to the product of (I) the Class A Principal
               Percentage and (II) the Principal Allocation Percentage and (III)
               the Series 2000-3 Allocation Percentage and (IV) the aggregate
               amount of Collections of Principal Receivables deposited in the
               Collection Account on such Deposit Date shall be allocated to the
               Series 2000-3 Certificateholders and, to the extent needed to
               make any distribution pursuant to subsection 4.05(d)(i),
               deposited in the Collection Account, and otherwise first, if any
               other Principal Sharing Series is outstanding and in its
               amortization period or accumulation period, retained in the
               Collection Account for application, to the extent necessary, as
               Shared Principal Collections on the related Distribution Date,
               and second paid to the Holders of the Transferor Certificates;
               provided, however, that such amount to be paid to the Holders of
               the Transferor Certificates on any Deposit Date shall be paid to
               such Holders only if the Transferor Amount on such Deposit Date
               is greater than the Required Transferor Amount (after giving
               effect to all Principal Receivables transferred to the Trust on
               such day) and otherwise shall be deposited in the Special Funding
               Account.

                         (y) Allocations During the Controlled Accumulation
               Period. During the Controlled Accumulation Period (A) an amount
               equal to the product of (I) the sum of the Class B Principal
               Percentage and the Collateral Principal Percentage and (II) the
               Principal Allocation Percentage and (III) the Series 2000-3
               Allocation Percentage and (IV) the aggregate amount of
               Collections of Principal Receivables deposited in the Collection
               Account on such Deposit Date, shall be allocated to the Series
               2000-3 Certificateholders and retained in the Collection Account
               until applied as provided herein and (B) an amount equal to the
               product of (I) the Class A Principal Percentage and (II) the
               Principal Allocation Percentage and (III) the Series 2000-3
               Allocation Percentage and (IV) the aggregate amount of
               Collections of Principal Receivables deposited in the Collection
               Account on such Deposit Date (the product specified in this
               clause (B) for any such date is hereinafter referred to as a
               "Percentage Allocation") shall be allocated to the Series 2000-3
               Certificateholders and retained in the Collection Account until
               applied as provided herein; provided, however, that if the sum of
               such Percentage Allocation and all preceding Percentage
               Allocations with respect to the same Monthly Period exceeds the
               Controlled Deposit Amount during the Controlled Accumulation
               Period for the related Distribution Date, then such excess shall
               not be treated as a Percentage Allocation and shall be first, if
               any other Principal Sharing Series is outstanding and in its
               amortization period or accumulation period, retained in the
               Collection Account for application, to the


                                       15
<PAGE>


               extent necessary, as Shared Principal Collections on the related
               Distribution Date, and second paid to the Holders of the
               Transferor Certificates only if the Transferor Amount on such
               Deposit Date is greater than the Required Transferor Amount
               (after giving effect to all Principal Receivables transferred to
               the Trust on such day) and otherwise shall be deposited in the
               Special Funding Account.

                         (z) Allocations During the Early Amortization Period.
               During the Early Amortization Period, an amount equal to the
               product of (A) the Principal Allocation Percentage and (B) the
               Series 2000-3 Allocation Percentage and (C) the aggregate amount
               of Collections of Principal Receivables deposited in the
               Collection Account on such Deposit Date, shall be allocated to
               the Series 2000-3 Certificateholders and retained in the
               Collection Account until applied as provided herein; provided,
               however, that after the date on which an amount of such
               Collections equal to the Adjusted Invested Amount has been
               deposited into the Collection Account and allocated to the Series
               2000-3 Certificateholders, the remainder that has not been so
               deposited and allocated shall be first, if any other Principal
               Sharing Series is outstanding and in its amortization period or
               accumulation period, retained in the Collection Account for
               application, to the extent necessary, as Shared Principal
               Collections on the related Distribution Date, and second paid to
               the Holders of the Transferor Certificates only if the Transferor
               Amount on such date is greater than the Required Transferor
               Amount (after giving effect to all Principal Receivables
               transferred to the Trust on such day) and otherwise shall be
               deposited in the Special Funding Account.

        Section 4.02.     Determination of Monthly Interest.

        (a) The amount of monthly interest ("Class A Monthly Interest")
distributable from the Collection Account with respect to the Class A
Certificates on any Distribution Date shall be an amount equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
period from (and including) the immediately preceding Distribution Date (or in
the case of the first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date and the denominator of which is 360, (ii) the Class A
Certificate Rate for such Distribution Date and (iii) the outstanding principal
balance of the Class A Certificates as of close of business on the immediately
preceding Record Date.

                  On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Class A Interest
Shortfall"), of (x) the Class A Monthly Interest for such Distribution Date over
(y) the aggregate amount of funds allocated and available to pay such Class A
Monthly Interest on such Distribution Date. If the Class A Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class A Interest Shortfall is fully paid, an
additional amount ("Class A Additional Interest") equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the period from
(and including) the immediately preceding Distribution Date (or in the case of
the first Distribution Date, the Closing Date) to (but excluding) such
Distribution Date and the denominator of which is 360, (ii) the sum of (x) the
Class A Certificate Rate and (y) 2.0% per annum and (iii) such Class A Interest
Shortfall (or the portion thereof which has not been paid to the Class A
Certificateholders) shall be payable as provided herein with respect to the
Class A Certificates. Notwithstanding anything to the contrary herein, Class A
Additional Interest shall be payable or distributed to the Class A
Certificateholders only to the extent permitted by applicable law.



                                       16
<PAGE>

        (b) The amount of  monthly  interest  ("Class B Monthly  Interest")
distributable from the Collection Account with respect to the Class B
Certificates on any Distribution Date shall be an amount equal to the product of
(i) a fraction, the numerator of which is the actual number of days in the
period from (and including) the immediately preceding Distribution Date (or in
the case of the first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date and the denominator of which is 360, (ii) the Class B
Certificate Rate for such Distribution Date and (iii) the Class B Invested
Amount as of the close of business on the immediately preceding Record Date.

                  On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Class B Interest
Shortfall"), of (x) the Class B Monthly Interest for such Distribution Date over
(y) the aggregate amount of funds allocated and available to pay such Class B
Monthly Interest on such Distribution Date. If the Class B Interest Shortfall
with respect to any Distribution Date is greater than zero, on each subsequent
Distribution Date until such Class B Interest Shortfall is fully paid, an
additional amount ("Class B Additional Interest") equal to the product of (i) a
fraction, the numerator of which is the actual number of days in the period from
(and including) the immediately preceding Distribution Date (or in the case of
the first Distribution Date, the Closing Date) to (but excluding) such
Distribution Date and the denominator of which is 360, (ii) the sum of (x) the
Class B Certificate Rate and (y) 2.0% per annum and (iii) such Class B Interest
Shortfall (or the portion thereof which has not been paid to the Class B
Certificateholders) shall be payable as provided herein with respect to the
Class B Certificates. Notwithstanding anything to the contrary herein, Class B
Additional Interest shall be payable or distributed to the Class B
Certificateholders only to the extent permitted by applicable law.

        (c) The amount of monthly interest  ("Collateral Monthly Interest")
distributable from the Collection Account with respect to the Collateral
Invested Amount on any Distribution Date shall be an amount equal to the product
of (i) (A) a fraction, the numerator of which is the actual number of days in
the period from (and including) the immediately preceding Distribution Date (or
in the case of the first Distribution Date, the Closing Date) to (but excluding)
such Distribution Date and the denominator of which is 360, (B) the Collateral
Rate in effect with respect to the period from (and including) the immediately
preceding Distribution Date (or in the case of the first Distribution Date, the
Closing Date) to (but excluding) such Distribution Date, and (ii) the Collateral
Invested Amount as of the close of business on the last day of the preceding
Monthly Period; provided, however, with respect to the first Distribution Date,
Collateral Monthly Interest shall be equal to the interest accrued on the
Collateral Initial Invested Amount at the Collateral Rate for the period from
the Closing Date to but excluding the first Distribution Date.

                  On the Determination Date preceding each Distribution Date,
the Servicer shall determine an amount (the "Collateral Interest Shortfall")
equal to (x) the aggregate Collateral Monthly Interest for such Distribution
Date minus (y) the aggregate amount of funds allocated and available to pay such
Collateral Monthly Interest on such Distribution Date. If the Collateral
Interest Shortfall with respect to any Distribution Date is greater than zero,
on each subsequent Distribution Date until such Collateral Interest Shortfall is
fully paid, an additional amount ("Collateral Additional Interest") shall be
payable as provided herein with respect to the Collateral Invested Amount equal
to the product of (i) (A) a fraction, the numerator of which is the actual
number of days in the period from (and including) the immediately preceding
Distribution Date to (but excluding) such Distribution Date and the denominator
of which is 360, (B) the Collateral Rate in effect during the period from (and
including) the immediately preceding Distribution Date to (but excluding) such
Distribution Date, and (ii) such Collateral Interest Shortfall (or the portion
thereof which has not been paid to the Collateral Interest Holder).
Notwithstanding anything to the contrary herein, Collateral Additional Interest
shall be payable or distributed to the Collateral Interest Holder only to the
extent permitted by applicable law.



                                       17
<PAGE>

Section 4.03.     Principal Funding Account; Controlled Accumulation Period.
                  ----------------------------------------------------------

        (a)     (i). The Servicer, for the benefit of the Series 2000-3
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2000-3 Certificateholders. The
Principal Funding Account shall initially be established with the Trustee.

                (ii)  At the written  direction of the  Servicer,  funds on
deposit in the Principal Funding Account shall be invested by the Trustee in
Eligible Investments selected by the Servicer. All such Eligible Investments
shall be held by the Trustee for the benefit of the Series 2000-3
Certificateholders; provided that on each Distribution Date all interest and
other investment income (net of losses and investment expenses) ("Principal
Funding Investment Proceeds") on funds on deposit therein shall be applied as
set forth in paragraph (iii) below. Funds on deposit in the Principal Funding
Account shall be invested in Eligible Investments that will mature so that such
funds will be available at the close of business on the Transfer Date preceding
the following Distribution Date. Unless the Servicer directs otherwise, funds
deposited in the Principal Funding Account on a Transfer Date (which immediately
precedes a Payment Date) upon the maturity of any Eligible Investments are not
required to be invested overnight. No such Eligible Investment shall be disposed
of prior to its maturity; provided, however, that the Trustee may sell,
liquidate or dispose of any such Eligible Investment before its maturity, at the
written direction of the Servicer, if such sale, liquidation or disposal would
not result in a loss of all or part of the principal portion of such Eligible
Investment or if, prior to the maturity of such Eligible Investment, a default
occurs in the payment of principal, interest or any other amount with respect to
such Eligible Investment.

                (iii) On each Distribution Date with respect to the Controlled
Accumulation Period, the Servicer shall direct the Trustee in writing to
withdraw from the Principal Funding Account and deposit into the Collection
Account all Principal Funding Investment Proceeds then on deposit in the
Principal Funding Account and such Principal Funding Investment Proceeds shall
be treated as a portion of Class A Available Funds and Class B Available Funds.

                (iv) Reinvested  interest  and other  investment  income on
funds deposited in the Principal Funding Account shall not be considered to be
principal amounts on deposit therein for purposes of this Supplement.

        (b)     (i) The Trustee  shall  possess all right,  title and interest
in all funds on deposit from time to time in the Principal Funding Account and
in all proceeds thereof. The Principal Funding Account shall be under the sole
dominion and control of the Trustee for the benefit of the Series 2000-3
Certificateholders. If, at any time, the Principal Funding Account ceases to be
an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall
within 10 Business Days (or such longer period, not to exceed 30 calendar days,
as to which each Rating Agency may consent) establish a new Principal Funding
Account meeting the conditions specified in paragraph (a)(i) above as an
Eligible Deposit Account and shall transfer any cash or any investments to such
new Principal Funding Account.

                (ii) Pursuant to the authority granted to the Servicer in
subsection 3.01(b) of the Agreement, the Servicer shall have the power to make
withdrawals and payments or to instruct the Trustee to make withdrawals and
payments from the Principal Funding Account for the purposes of carrying out the
Servicer's or Trustee's duties hereunder. Pursuant to the authority granted to
the Paying Agent in Section 5.01 of this Supplement and Section 6.07 of the
Agreement, the Paying Agent shall have the power to withdraw funds from the
Principal Funding Account for the purpose of making distributions to the Series
2000-3 Certificateholders.


                                       18
<PAGE>


                (c) The  Controlled  Accumulation  Period is  scheduled to
commence at the close of business on the last day of the March 2004 Monthly
Period; provided, however, that if the Controlled Accumulation Period Length
(which shall be determined as described below) is less than 12 months, the date
on which the Controlled Accumulation Period actually commences will be delayed
to the close of business on the last day of the month preceding the month that
is the number of months prior to the Expected Final Payment Date at least equal
to the Controlled Accumulation Period Length and, as a result, the number of
Monthly Periods in the Controlled Accumulation Period will at least equal the
Controlled Accumulation Period Length. On the Determination Date immediately
preceding the March 2004 Distribution Date, and on each Determination Date
thereafter that occurs prior to the Determination Date occurring in the Monthly
Period in which the Controlled Accumulation Period commences, the Servicer will
determine the "Controlled Accumulation Period Length" which will equal the
number of months such that the sum of the Controlled Accumulation Period Factors
for each month during such period will be equal to or greater than the Required
Accumulation Factor Number; provided, however, that the Controlled Accumulation
Period Length shall not be less than one month. Notwithstanding the foregoing,
if the Controlled Accumulation Period Length shall have been determined to be
less than 12 months and, after the date on which such determination is made, a
Pay-Out Event or Reinvestment Event (as those terms are defined in the
Supplement for such Series) shall occur with respect to any outstanding
Principal Sharing Series other than Series 2000-3, the Controlled Accumulation
Period will commence on the earlier of (i) the first day of the Monthly Period
immediately succeeding the date that such Pay-Out Event or Reinvestment Event
shall have occurred with respect to such Series and (ii) the date on which the
Controlled Accumulation Period is then scheduled to commence.

                Section 4.04 Required Amount.

                (a) With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class A
Required Amount"), if any, by which (x) the sum of (i) Class A Monthly Interest
for such Distribution Date, (ii) any Class A Monthly Interest previously due but
not paid to the Class A Certificateholders on a prior Distribution Date, (iii)
any Class A Additional Interest for such Distribution Date and (iv) any Class A
Additional Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (v) if TRS or an Affiliate of
TRS is no longer the Servicer, the Class A Servicing Fee for such Distribution
Date, (vi) if TRS or an Affiliate of TRS is no longer the Servicer, any Class A
Servicing Fee previously due but not paid to the Servicer, and (vii) the Class A
Investor Default Amount, if any, for such Distribution Date exceeds (y) the
Class A Available Funds. In the event that the difference between (x) the Class
A Required Amount for such Distribution Date and (y) the amount of Excess Spread
and Excess Finance Charge Collections applied with respect thereto pursuant to
subsection 4.07(a) on such Distribution Date is greater than zero, the Servicer
shall give written notice to the Trustee of such excess Class A Required Amount
on the date of computation.

                (b)  With respect to each Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Class B
Required Amount"), if any, equal to the sum of (x) the amount, if any, by which
(A) the sum of (i) Class B Monthly Interest for such Distribution Date, (ii) any
Class B Monthly Interest previously due but not paid to the Class B
Certificateholders, (iii) Class B Additional Interest, if any, for such
Distribution Date, (iv) any Class B Additional Interest previously due but not
paid to the Class B Certificateholders on a prior Distribution Date, (v) if TRS
or an Affiliate of TRS is no longer the Servicer, the Class B Servicing Fee for
such Distribution Date and (vi) if TRS or an Affiliate of TRS is no longer the
Servicer, any Class B Servicing Fee previously due but not paid to the Servicer
exceeds (B) the Class B Available Funds and (y) the Class B Investor Default
Amount for such Distribution Date. In the event that the difference between (x)
the Class B Required Amount for such Distribution Date and (y) the amount of
Excess Spread and Excess Finance Charge Collections applied with respect thereto
pursuant to subsection 4.07(c) on such Distribution Date is greater than zero,
the


                                       19
<PAGE>

Servicer shall give written notice to the Trustee of such excess Class B
Required Amount on the date of computation.

                Section 4.05. Application of Class A Available Funds, Class B
Available Funds, Collateral Available Funds and Available Principal Collections.
The Servicer shall apply, or shall cause the Trustee to apply by written
instruction to the Trustee, on each Distribution Date, Class A Available Funds,
Class B Available Funds, Collateral Available Funds and Available Principal
Collections on deposit in the Collection Account with respect to such
Distribution Date to make the following distributions:

                (a)  On each Distribution Date, an amount equal to the
Class A Available Funds with respect to such Distribution Date will be
distributed or deposited in the following priority:

                        (i) an amount equal to Class A Monthly Interest for such
                  Distribution Date, plus the amount of any Class A Monthly
                  Interest previously due but not distributed to Class A
                  Certificateholders on a prior Distribution Date, plus the
                  amount of any Class A Additional Interest for such
                  Distribution Date and any Class A Additional Interest
                  previously due but not distributed to Class A
                  Certificateholders on a prior Distribution Date, shall be
                  distributed to the Paying Agent for payment to the Class A
                  Certificateholders;

                         (ii) if TRS or an Affiliate of TRS is no longer
                  the Servicer, an amount equal to the Class A Servicing Fee for
                  such Distribution Date, plus the amount of any Class A
                  Servicing Fee previously due but not distributed to the
                  Servicer on a prior Distribution Date, shall be distributed to
                  the Servicer (unless such amount has been netted against
                  deposits to the Collection Account in accordance with Section
                  4.03 of the Agreement);

                         (iii) an amount equal to the Class A Investor
                  Default Amount for such Distribution Date shall be treated as
                  a portion of Available Principal Collections for such
                  Distribution Date; and

                         (iv) the balance, if any, shall constitute Excess
                  Spread and shall be allocated and distributed or deposited as
                  set forth in Section 4.07.

                  (b)  On each Distribution  Date, an amount equal to the Class
B Available Funds with respect to such Distribution Date will be distributed or
deposited in the following priority:

                          (i)  an amount equal to Class B Monthly Interest for
                  such Distribution Date, plus the amount of any Class B Monthly
                  Interest previously due but not distributed to Class B
                  Certificateholders on a prior Distribution Date, plus the
                  amount of any Class B Additional Interest for such
                  Distribution Date and any Class B Additional Interest
                  previously due but not distributed to Class B
                  Certificateholders on a prior Distribution Date, shall be
                  distributed to the Paying Agent for payment to the Class B
                  Certificateholders;

                          (ii) if TRS or an Affiliate of TRS is no longer
                  the Servicer, an amount equal to the Class B Servicing Fee for
                  such Distribution Date, plus the amount of any Class B
                  Servicing Fee previously due but not distributed to the
                  Servicer on a prior Distribution Date, shall be distributed to
                  the Servicer (unless such amount has been netted against
                  deposits to the Collection Account in accordance with Section
                  4.03 of the Agreement); and


                                       20
<PAGE>

                          (iii) the balance, if any, shall constitute Excess
                  Spread and shall be allocated and distributed or deposited as
                  set forth in Section 4.07.

                  (c)  On each Distribution Date, an amount equal to
the Collateral Available Funds with respect to such Distribution Date will be
distributed or deposited in the following priority:

                       (i)   if TRS or an Affiliate of TRS is no longer the
                  Servicer, an amount equal to the Collateral Servicing Fee for
                  such Distribution Date, plus the amount of any Collateral
                  Servicing Fee previously due but not distributed to the
                  Servicer on a prior Distribution Date, shall be distributed to
                  the Servicer (unless such amount has been netted against
                  deposits to the Collection Account in accordance with Section
                  4.03 of the Agreement); and

                       (ii)  the balance, if any, shall constitute Excess
                  Spread and shall be allocated and distributed or deposited as
                  set forth in Section 4.07.

                  (d) On each  Distribution Date with respect to the Revolving
Period, an amount equal to the Available Principal Collections deposited in the
Collection Account for the related Monthly Period shall be distributed in the
following order of priority:

                       (i) an amount equal to the excess, if any, of the
                  Collateral Invested Amount over the Required Collateral
                  Invested Amount shall be paid to the Collateral Interest
                  Holder for application in accordance with the Loan Agreement;
                  and

                        (ii) the balance of such Available Principal
                  Collections shall be treated as Shared Principal Collections
                  and applied in accordance with Section 4.04 of the Agreement.

                  (e)  On each Distribution Date with respect to the Controlled
Accumulation Period, an amount equal to the Available Principal Collections
deposited in the Collection Account for the related Monthly Period shall be
distributed in the following order of priority:

                       (i)  an amount equal to the lesser of (x) the Controlled
                  Deposit Amount and (y) the sum of the Class A Adjusted
                  Invested Amount and the Class B Adjusted Invested Amount shall
                  be deposited in the Principal Funding Account;

                       (ii) for each Distribution Date prior to the
                  Distribution Date on which the Class B Invested Amount is paid
                  in full, after giving effect to paragraph (i) above, an amount
                  equal to the balance, if any, of such Available Principal
                  Collections shall be paid to the Collateral Interest Holder
                  for application in accordance with the Loan Agreement to the
                  extent the Collateral Invested Amount exceeds the Required
                  Collateral Invested Amount;

                      (iii) for each Distribution Date beginning on the
                  Distribution Date on which the Class B Invested Amount shall
                  have been paid in full, an amount up to the Collateral
                  Invested Amount shall be paid to the Collateral Interest
                  Holder for application in accordance with the Loan Agreement;
                  and

                       (iv) the balance of such Available Principal
                  Collections shall be treated as Shared Principal Collections
                  and applied in accordance with Section 4.04 of the Agreement.


                                       21
<PAGE>


                  (f) On each Distribution Date with respect to the Early
Amortization Period, an amount equal to Available Principal Collections
deposited in the Collection Account for the related Monthly Period shall be
distributed or deposited in the following order of priority:

                      (i)   an amount up to the Class A Adjusted Invested Amount
                  on such Distribution Date shall be deposited in the Principal
                  Funding Account for distribution to the Class A
                  Certificateholders;

                      (ii) for each Distribution Date beginning on the
                  Distribution Date on which the Class A Invested Amount is paid
                  in full, an amount up to the Class B Adjusted Invested Amount
                  on such Distribution Date shall be deposited in the Principal
                  Funding Account for distribution to the Class B
                  Certificateholders;

                       (iii) for each Distribution Date beginning on the
                  Distribution Date on which the Class B Invested Amount is paid
                  in full, an amount up to the Collateral Invested Amount on
                  such Distribution Date shall be paid to the Collateral
                  Interest Holder for application in accordance with the Loan
                  Agreement; and

                        (iv) for each Distribution Date, after giving
                  effect to paragraphs (i), (ii) and (iii) above, an amount
                  equal to the balance, if any, of such Available Principal
                  Collections will be treated as Shared Principal Collections
                  and applied in accordance with Section 4.04 of the Agreement.

                  Section 4.06.  Defaulted Amounts; Investor Charge-Offs.

                  (a)   On each Determination Date, the Servicer shall calculate
the Class A Investor Default Amount, if any, for the related Distribution Date.
If, on any Distribution Date, the Class A Required Amount for the related
Monthly Period exceeds the sum of (x) the amount of Reallocated Principal
Collections allocated to Series 2000-3 with respect to such Monthly Period and
(y) the amount of Excess Spread and the Excess Finance Charge Collections
allocable to Series 2000-3 with respect to such Monthly Period, the Collateral
Invested Amount, if any, will be reduced by the amount of such excess, but not
by more than the Class A Investor Default Amount for such Distribution Date. In
the event that such reduction would cause the Collateral Invested Amount to be a
negative number, the Collateral Invested Amount will be reduced to zero and the
Class B Invested Amount shall be reduced by the amount by which the Collateral
Invested Amount would have been reduced below zero, but not by more than the
excess, if any, of the Class A Investor Default Amount for such Distribution
Date over the amount of such reduction, if any, of the Collateral Invested
Amount with respect to such Distribution Date. In the event that such reduction
would cause the Class B Invested Amount to be a negative number, the Class B
Invested Amount shall be reduced to zero, and the Class A Invested Amount shall
be reduced by the amount by which the Class B Invested Amount would have been
reduced below zero, but not by more than the excess, if any, of the Class A
Investor Default Amount for such Distribution Date over the aggregate amount of
the reductions, if any, of the Collateral Invested Amount and the Class B
Invested Amount for such Distribution Date (a "Class A Investor Charge-Off").
Class A Investor Charge-Offs shall thereafter be reimbursed and the Class A
Invested Amount increased (but not by an amount in excess of the aggregate
unreimbursed Class A Investor Charge-Offs) on any Distribution Date by the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available for that purpose pursuant to subsection 4.07(b). References to
"negative numbers" above shall be determined without regard to the requirement
that the Invested Amount of a Class not be reduced below zero.

                  (b)   On each  Determination  Date, the Servicer shall
calculate the Class B Investor Default Amount, if any, for the related
Distribution Date. If, on any Distribution Date, the Class B Required Amount for
such Distribution Date exceeds the sum of (x) the amount of Excess Spread and


                                       22
<PAGE>


Excess Finance Charge Collections allocated to Series 2000-3 with respect to the
related Monthly Period which are allocated and available to pay such amount
pursuant to subsection 4.07(c) and (y) the Reallocated Principal Collections
allocable to the Collateral Interest and not required to pay the Class A
Required Amount with respect to such Distribution Date, then the Collateral
Invested Amount shall be reduced by the amount of such excess. In the event that
such reduction would cause the Collateral Invested Amount to be a negative
number, the Collateral Invested Amount shall be reduced to zero, and the Class B
Invested Amount shall be reduced by the amount by which the Collateral Invested
Amount would have been reduced below zero, but not by more than the excess, if
any, of the Class B Investor Default Amount for such Distribution Date over the
amount of such reduction, if any, of the Collateral Invested Amount with respect
to such Distribution Date (a "Class B Investor Charge-Off"). Class B Investor
Charge-Offs shall thereafter be reimbursed and the Class B Invested Amount
increased (but not by an amount in excess of the aggregate unreimbursed Class B
Investor Charge-Offs) on any Distribution Date by the amount of Excess Spread
and Excess Finance Charge Collections allocated and available for that purpose
pursuant to subsection 4.07(e). References to "negative numbers" above shall be
determined without regard to the requirement that the Invested Amount of a Class
not be reduced below zero.

                  (c) On each Determination  Date, the Servicer shall calculate
the Collateral Default Amount. If on any Distribution Date the Collateral
Default Amount for the previous Monthly Period exceeds the amount of Excess
Spread and Excess Finance Charge Collections allocated to Series 2000-3 with
respect to the related Monthly Period which are allocated and available to pay
such amount pursuant to subsection 4.07(h), the Collateral Invested Amount will
be reduced by the amount of such excess but not by more than the lesser of the
Collateral Default Amount and the Collateral Invested Amount for such
Distribution Date (a "Collateral Charge-Off"). The Collateral Invested Amount
will be reimbursed after any reduction pursuant to this Section 4.06 on any
Distribution Date by the amount of Excess Spread and Excess Finance Charge
Collections allocated and available on such Distribution date for that purpose
as described under subsection 4.07(i).

                   Section 4.07.  Excess Spread; Excess Finance Charge
Collections. The Servicer shall apply, or shall cause the Trustee to apply by
written instruction to the Trustee, on each Distribution Date, Excess Spread and
Excess Finance Charge Collections allocated to Series 2000-3 with respect to the
related Monthly Period, to make the following distributions or deposits in the
following order of priority:

                  (a)   an amount equal to the Class A Required Amount, if any,
with respect to such Distribution Date shall be distributed by the Trustee to
fund the Class A Required Amount in accordance with, and in the priority set
forth in, subsections 4.05(a)(i), (ii) and (iii);

                  (b)   an amount equal to the aggregate amount of Class A
Investor Charge-Offs which have not been previously reimbursed shall be treated
as a portion of Available Principal Collections for such Distribution Date;

                  (c)   an amount equal to interest on the aggregate outstanding
principal balance of the Class B Certificates not otherwise distributed to the
Class B Certificateholders pursuant to Section 4.05(b)(i), at a rate per annum
equal to the Class B Certificate Rate, shall be distributed to the Class B
Certificateholders, except that interest previously due but not paid will accrue
interest at a rate per annum equal to the Class B Certificate Rate plus 2% per
annum;

                  (d)   an amount equal to the Class B Required Amount, if any,
with respect to such Distribution Date will be (i) used to fund the Class B
Required Amount and be applied in accordance with subsection 4.05(b)(ii), and
then (ii) an amount up to the Class B Investor Default Amount will be treated
and applied as Available Principal Collections for such Distribution Date;


                                       23
<PAGE>


                  (e)   an amount equal to the aggregate amount by which the
Class B Invested Amount has been reduced pursuant to clauses (c), (d) and (e) of
the definition of "Class B Invested Amount" in Section 2.01 of this Supplement
(but not in excess of the aggregate amount of such reductions which have not
been previously reimbursed) shall be treated as a portion of Available Principal
Collections for such Distribution Date;

                  (f)   an amount equal to Collateral Monthly Interest for such
Distribution Date, plus the amount of any Collateral Monthly Interest previously
due but not distributed to the Collateral Interest Holder on a prior
Distribution Date, plus the amount of any Collateral Additional Interest for
such Distribution Date and any Collateral Additional Interest previously due but
not distributed to the Collateral Interest Holder on a prior Distribution Date,
shall be distributed to the Collateral Interest Holder for application in
accordance with the Loan Agreement;

                  (g)   an amount equal to the Monthly Servicing Fee for such
Distribution Date that has not been paid to the Servicer and any Monthly
Servicing Fee due but not paid to the Servicer on a prior Distribution Date
shall be paid to the Servicer;

                  (h)   an amount equal to the Collateral Default Amount, if
any, for such Distribution Date shall be treated as a portion of Available
Principal Collections for such Distribution Date;

                  (i)   an amount equal to the aggregate amount by which the
Collateral Invested Amount has been reduced pursuant to clauses (c), (d) and (e)
of the definition of "Collateral Invested Amount" (but not in excess of the
aggregate amount of such reductions which have not been previously reimbursed)
shall be treated as a portion of Available Principal Collections for such
Distribution Date;

                  (j)   on each Distribution Date from and after the Reserve
Account Funding Date, but prior to the date on which the Reserve Account
terminates pursuant to subsection 4.12(f), an amount up to the excess, if any,
of the Required Reserve Account Amount over the Available Reserve Account Amount
shall be deposited into the Reserve Account;

                  (k)   an amount equal to the aggregate of any other amounts
then required to be applied pursuant to the Loan Agreement (to the extent such
amounts are required to be applied pursuant to the Loan Agreement out of Excess
Spread and Excess Finance Charge Collections) shall be distributed to the
Collateral Interest Holder for application in accordance with the Loan
Agreement; and

                  (l)   balance, if any, will constitute a portion of Excess
Finance Charge Collections for such Distribution Date and will be available for
allocation to other Series or to the Holders of the Transferor Certificates as
described in Section 4.05 of the Agreement.

                  Section 4.08. Reallocated Principal Collections.   On each
Distribution Date, the Servicer shall apply, or shall cause the Trustee to
apply, Reallocated Principal Collections with respect to such Distribution Date,
to make the following distributions or deposits in the following order of
priority:

                  (a)   an amount equal to the excess, if any, of (i) the Class
A Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections allocated to
Series 2000-3 with respect to the related Monthly Period shall be distributed by
the Trustee to fund any deficiency pursuant to and in the priority set forth in
subsections 4.05(a)(i), (ii) and (iii); and

                  (b)   an amount equal to the excess, if any, of (i) the Class
B Required Amount, if any, with respect to such Distribution Date over (ii) the
amount of Excess Spread and Excess Finance Charge Collections allocated and
available to the Class B Certificates pursuant to subsections 4.07(c) and (d) on


                                       24
<PAGE>

such Distribution Date shall be applied first to fund any deficiency pursuant to
subsections 4.05(b)(i) and (ii) and then to fund any deficiency pursuant to and
in the priority set forth in subsections 4.07(c) and (d).

                  On each Distribution Date, the Collateral Invested Amount
shall be reduced by the amount of Reallocated Principal Collections for such
Distribution Date. In the event that such reduction would cause the Collateral
Invested Amount (after giving effect to any Collateral Charge-Offs for such
Distribution Date) to be a negative number, the Collateral Invested Amount
(after giving effect to any Collateral Charge-Offs for such Distribution Date)
shall be reduced to zero and the Class B Invested Amount shall be reduced by the
amount by which the Collateral Invested Amount would have been reduced below
zero. In the event that the reallocation of Reallocated Principal Collections
would cause the Class B Invested Amount (after giving effect to any Class B
Investor Charge-Offs for such Distribution Date) to be a negative number on any
Distribution Date, Reallocated Principal Collections shall be reallocated on
such Distribution Date in an aggregate amount not to exceed the amount which
would cause the Class B Invested Amount (after giving to any Class B Investor
Charge-Offs for such Distribution Date) to be reduced to zero. References to
"negative numbers" above shall be determined without regard to the requirement
that the Invested Amount of a Class not be reduced below zero.

                   Section 4.09.  Excess Finance Charge Collections. Series
2000-3 shall be an Excess Allocation Series. Subject to Section 4.05 of the
Agreement, Excess Finance Charge Collections with respect to the Excess
Allocation Series for any Distribution Date will be allocated to Series 2000-3
in an amount equal to the product of (x) the aggregate amount of Excess Finance
Charge Collections with respect to all the Excess Allocation Series for such
Distribution Date and (y) a fraction, the numerator of which is the Finance
Charge Shortfall for Series 2000-3 for such Distribution Date and the
denominator of which is the aggregate amount of Finance Charge Shortfalls for
all the Excess Allocation Series for such Distribution Date. The "Finance Charge
Shortfall" for Series 2000-3 for any Distribution Date will be equal to the
excess, if any, of (a) the full amount required to be paid, without duplication,
pursuant to subsections 4.05(a), 4.05(b) and 4.05(c) and subsections 4.07(a)
through (k) on such Distribution Date over (b) the sum of (i) the Reallocated
Investor Finance Charge Collections, (ii) if such Monthly Period relates to a
Distribution Date with respect to the Controlled Accumulation Period or Early
Amortization Period, the amount of Principal Funding Investment Proceeds, if
any, with respect to such Distribution Date and (iii) the amount of funds, if
any, to be withdrawn from the Reserve Account which, pursuant to subsection
4.12(d), are required to be included in Class A Available Funds with respect to
such Distribution Date.

                  Section 4.10 Reallocated Investor Finance Charge Collections.

                  (a)   That portion of Group II Investor Finance Charge
Collections for any Distribution Date equal to the amount of Reallocated
Investor Finance Charge Collections for such Distribution Date will be allocated
to Series 2000-3 and will be distributed as set forth in this Supplement.

                  (b)   Reallocated Investor Finance Charge Collections with
respect to any Distribution Date shall equal the sum of (i) the aggregate amount
of Series 2000-3 Monthly Interest, Investor Default Amount, Series 2000-3
Monthly Fees and Series 2000-3 Additional Amounts for such Distribution Date and
(ii) that portion of excess Group II Investor Finance Charge Collections to be
included in Reallocated Investor Finance Charge Collections pursuant to
subsection (c) hereof; provided, however, that if the amount of Group II
Investor Finance Charge Collections for such Distribution Date is less than the
sum of (w) Group II Investor Monthly Interest, (x) Group II Investor Default
Amount, (y) Group II Investor Monthly Fees and (z) Group II Investor Additional
Amounts, then Reallocated Investor Finance Charge Collections shall equal the
sum of the following amounts for such Distribution Date:

                        (A)   The product of (I) Group II Investor Finance
                  Charge Collections (up to the amount of Group II Investor
                  Monthly Interest) and (II) a fraction, the numerator of


                                       25
<PAGE>


                 which is Series 2000-3 Monthly Interest and the denominator of
                 which is Group II Investor Monthly Interest;

                  (B) the product of (I) Group II Investor Finance Charge
         Collections less the amount of Group II Investor Monthly Interest (up
         to the Group II Investor Default Amount) and (II) a fraction, the
         numerator of which is the Investor Default Amount and the denominator
         of which is the Group II Investor Default Amount;

                  (C) the product of (I) Group II Investor Finance Charge
         Collections less the amount of Group II Investor Monthly Interest and
         the Group II Investor Default Amount (up to Group II Investor Monthly
         Fees) and (II) a fraction, the numerator of which is Series 2000-3
         Monthly Fees and the denominator of which is Group II Investor Monthly
         Fees; and

                  (D) the product of (I) Group II Investor Finance Charge
         Collections less the sum of (i) Group II Investor Monthly Interest,
         (ii) the Group II Investor Default Amount and (iii) Group II Investor
         Monthly Fees and (II) a fraction, the numerator of which is Series
         2000-3 Additional Amounts and the denominator of which is Group II
         Investor Additional Amounts.

         (c) If the amount of Group II Investor Finance Charge Collections for
such Distribution Date exceeds the sum of (i) Group II Investor Monthly
Interest, (ii) Group II Investor Default Amount, (iii) Group II Investor Monthly
Fees and (iv) Group II Investor Additional Amounts, then Reallocated Investor
Finance Charge Collections for such Distribution Date shall include an amount
equal to the product of (x) the amount of such excess and (y) a fraction, the
numerator of which is the Invested Amount as of the last day of the second
preceding Monthly Period (or, for Series 2000-3 only, with respect to the first
Distribution Date, as of the Closing Date) and the denominator of which is the
sum of such Invested Amount and the aggregate invested amounts for all other
Series included in Group II as of such last day (or, for Series 2000-3 only,
with respect to the first Distribution Date, as of the Closing Date).

         Section 4.11. Shared Principal Collections. Subject to Section 4.04 of
the Agreement, Shared Principal Collections for any Distribution Date will be
allocated to Series 2000-3 in an amount equal to the product of (x) the
aggregate amount of Shared Principal Collections with respect to all Principal
Sharing Series for such Distribution Date and (y) a fraction, the numerator of
which is the Series 2000-3 Principal Shortfall for such Distribution Date and
the denominator of which is the aggregate amount of Principal Shortfalls for all
the Series which are Principal Sharing Series for such Distribution Date. The
"Series 2000-3 Principal Shortfall" will be equal to (a) for any Distribution
Date with respect to the Revolving Period, zero, (b) for any Distribution Date
with respect to the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount with respect to such Distribution Date over the amount
of Available Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections), and (c) for any
Distribution Date with respect to the Early Amortization Period, the excess, if
any, of the Invested Amount over the amount of Available Principal Collections
for such Distribution Date (excluding any portion thereof attributable to Shared
Principal Collections).


          Section 4.12. Reserve Account.

          (a) The Servicer shall establish and maintain, in the name of the
Trustee, on behalf of the Trust, for the benefit of the Class A
Certificateholders and the Collateral Interest Holder, an Eligible Deposit
Account (the "Reserve Account") bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of the Class A
Certificateholders and the Collateral Interest



                                       26
<PAGE>

Holder. The Reserve Account shall initially be established with the Trustee. The
Trustee 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. The Reserve
Account shall be under the sole dominion and control of the Trustee for the
benefit of the Class A Certificateholders and the Collateral Interest Holder. If
at any time the Reserve Account ceases to be an Eligible Deposit Account, the
Trustee (or the Servicer on its behalf) shall within 10 Business Days (or such
longer period, not to exceed 30 calendar days, as to which each Rating Agency
shall consent) establish a new Reserve Account meeting the conditions specified
above as an Eligible Deposit Account, and shall transfer any cash or any
investments to such new Reserve Account. The Trustee, at the direction of the
Servicer, shall (i) make withdrawals from the Reserve Account from time to time
in an amount up to the Available Reserve Account Amount at such time, for the
purposes set forth in this Supplement, and (ii) on each Distribution Date (from
and after the Reserve Account Funding Date) prior to the termination of the
Reserve Account make a deposit into the Reserve Account in the amount specified
in, and otherwise in accordance with, subsection 4.07(j).

          (b) Funds on deposit in the Reserve Account shall be invested at the
written direction of the Servicer by the Trustee in Eligible Investments. Funds
on deposit in the Reserve Account on any Transfer Date, after giving effect to
any withdrawals from the Reserve Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the following Transfer Date. The Trustee
shall maintain for the benefit of the Class A Certificateholders and the
Collateral Interest Holder possession of the negotiable instruments or
securities, if any, evidencing such Eligible Investments. No such Eligible
Investment shall be disposed of prior to its maturity; provided, however, that
the Trustee may sell, liquidate or dispose of any such Eligible Investment
before its maturity, at the written direction of the Servicer, if such sale,
liquidation or disposal would not result in a loss of all or part of the
principal portion of such Eligible Investment or if, prior to the maturity of
such Eligible Investment, a default occurs in the payment of principal, interest
or any other amount with respect to such Eligible Investment. On each
Distribution Date, all interest and earnings (net of losses and investment
expenses) accrued since the preceding Distribution Date on funds on deposit in
the Reserve Account shall be retained in the Reserve Account (to the extent that
the Available Reserve Account Amount is less than the Required Reserve Account
Amount) and the balance, if any, shall be deposited in the Collection Account
and treated as collections of Finance Charge Receivables allocable to Series
2000-3. For purposes of determining the availability of funds or the balance in
the Reserve Account for any reason under this Supplement, except as otherwise
provided in the preceding sentence, investment earnings on such funds shall be
deemed not to be available or on deposit.

          (c) On the Determination Date preceding each Distribution Date with
respect to the Controlled Accumulation Period and the first Special Payment
Date, the Servicer shall calculate the "Reserve Draw Amount" which shall be
equal to the excess, if any, of the Covered Amount with respect to such
Distribution Date or Special Payment Date over the Principal Funding Investment
Proceeds with respect to such Distribution Date or Special Payment Date;
provided, that such amount will be reduced to the extent that funds otherwise
would be available for deposit in the Reserve Account under subsection 4.07(j)
with respect to such Distribution Date or Special Payment Date.

          (d) In the event that for any Distribution Date the Reserve Draw
Amount is greater than zero, the Reserve Draw Amount, up to the Available
Reserve Account Amount, shall be withdrawn from the Reserve Account on the
related Transfer Date by the Trustee (acting in accordance with the instructions
of the Servicer), deposited into the Collection Account and included in Class A
Available Funds for such Distribution Date.

          (e) In the event that the Reserve Account Surplus on any Distribution
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Distribution Date, is greater than zero, the
Trustee, acting in accordance with the written instructions of


                                       27
<PAGE>

the Servicer, shall withdraw from the Reserve Account, and pay to the Collateral
Interest Holder for application in accordance with the Loan Agreement, an amount
equal to such Reserve Account Surplus.

          (f) Upon the earliest to occur of (i) the day on which the Invested
Amount is paid in full to the Series 2000-3 Certificateholders, (ii) if the
Controlled Accumulation Period has not commenced, the occurrence of a Pay-Out
Event with respect to Series 2000-3, (iii) if the Controlled Accumulation Period
has commenced, the earlier of the first Special Payment Date and the Expected
Final Payment Date and (iv) the termination of the Trust pursuant to the
Agreement, the Trustee, acting in accordance with the instructions of the
Servicer, after the prior payment of all amounts owing to the Class A
Certificateholders which are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the Collateral
Interest Holder for application in accordance with the Loan Agreement all
amounts, if any, on deposit in the Reserve Account and the Reserve Account shall
be deemed to have terminated for purposes of this Supplement.

          Section 4.13. Investment Instructions. Any investment instructions
required to be given to the Trustee pursuant to the terms hereof must be given
to the Trustee no later than 10:30 a.m. (New York City time) on the date such
investment is to be made. In the event the Trustee receives such investment
instruction later than such time, the Trustee may, but shall have no obligation
to, make such investment. In the event the Trustee is unable to make an
investment required in an investment instruction received by the Trustee after
10:30 a.m. (New York City time) on such day, such investment shall be made by
the Trustee on the next succeeding Business Day. In no event shall the Trustee
be liable for any investment not made pursuant to investment instructions
received after 10:30 a.m. (New York City time) on the day such investment is
requested to be made.

          Section 4.14. Determination of LIBOR.

          (a) On each LIBOR Determination Date, the Trustee will determine LIBOR
for the related Interest Period, which shall be the rate for deposits in United
States dollars for a period equal to one month (commencing on the first day of
such Interest Period) that appears on Telerate page 3750 as of 11:00 a.m.,
London time, on such date. Upon such determination, the Trustee shall notify the
Servicer of LIBOR for such LIBOR Determination Date. If such rate does not
appear on Telerate Page 3750, the rate for the LIBOR Determination Date will be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period equal to one
month (commencing on the first day of such Interest Period). The Servicer will
request the principal London office of each of the Reference Banks to provide a
quotation of its rate. If at least two such quotations are provided, the rate
for that LIBOR Determination Date will be the arithmetic mean of the quotations.
If fewer than two quotations are provided as requested, the rate for that LIBOR
Determination Date will be the arithmetic mean of the rates quoted by major
banks in New York City, selected by the Servicer, at approximately 11:00 a.m.,
New York City time, on that day for loans in United States dollars to leading
European banks for a period equal to one month (commencing on the first day of
such Interest Period). If the banks selected by the Servicer are not quoting
rates as provided in the immediately preceding sentence, LIBOR for such Interest
Period will be LIBOR in effect for the immediately preceding Interest Period.

          (b) The Servicer shall determine, and promptly notify the Trustee of,
the Class A Certificate Rate and the Class B Certificate Rate for the applicable
Interest Period. The Class A Certificate Rate and Class B Certificate Rate
applicable to the then current and the immediately preceding Interest Periods
may be obtained by any Investor Certificateholder by telephoning the Trustee at
its Corporate Trust Office at (212) 815-5738.

          (c) On each LIBOR Determination Date prior to 3:00 p.m., New York City
time, the Trustee shall send to the Servicer by facsimile, notification of LIBOR
for the following Interest Period.


                                       28
<PAGE>


                                   ARTICLE V

                          Distributions and Reports to
                        Series 2000-3 Certificateholders

          Section 5.01. Distributions.

          (a) On each Distribution Date, the Paying Agent shall distribute to
each Class A Certificateholder of record on the related Record Date (other than
as provided in Section 12.02 of the Agreement) such Class A Certificateholder's
pro rata share of the amounts held by the Paying Agent that are allocated and
available on such Distribution Date to pay interest on the Class A Certificates
pursuant to this Supplement.

          (b) On each Special Payment Date and on the Expected Final Payment
Date, the Paying Agent shall distribute (in accordance with the Certificate
delivered by the Servicer pursuant to Section 3.04(b) of the Agreement) to each
Class A Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class A Certificateholder's pro
rata share of the amounts on deposit in the Principal Funding Account or
otherwise held by the Paying Agent that are allocated and available on such date
to pay principal of the Class A Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class A Invested Amount on such
date (unless there has been an optional repurchase of the Series 2000-3
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).

          (c) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Certificate delivered by the Servicer pursuant to Section
3.04(b) of the Agreement) to each Class B Certificateholder of record on the
related Record Date (other than as provided in Section 12.02 of the Agreement)
such Class B Certificateholder's pro rata share of the amounts held by the
Paying Agent that are allocated and available on such Distribution Date to pay
interest on the Class B Certificates pursuant to this Supplement.

          (d) On each Special Payment Date, and on the Expected Final Payment
Date, the Paying Agent shall distribute (in accordance with the Certificate
delivered by the Servicer pursuant to Section 3.04(b) of the Agreement) to each
Class B Certificateholder of record on the related Record Date (other than as
provided in Section 12.02 of the Agreement) such Class B Certificateholder's pro
rata share of the amounts on deposit in the Principal Funding Account or
otherwise held by the Paying Agent that are allocated and available on such date
to pay principal of the Class B Certificates pursuant to this Supplement up to a
maximum amount on any such date equal to the Class B Invested Amount on such
date (unless there has been an optional repurchase of the Series 2000-3
Certificateholders' Interest pursuant to Section 10.01 of the Agreement, in
which event the foregoing limitation will not apply).

          (e) The distributions to be made pursuant to this Section 5.01 are
subject to the provisions of Sections 2.06, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Supplement.

          (f) Except as provided in Section 12.02 of the Agreement with respect
to a final distribution, distributions to Series 2000-3 Certificateholders
hereunder shall be made by check mailed to each Series 2000-3 Certificateholder
at such Series 2000-3 Certificateholder's address appearing in the Certificate
Register without presentation or surrender of any Series 2000-3 Certificate or
the making of any notation thereon; provided, however, that with respect to
Series 2000-3 Certificates registered in the name of a Clearing Agency, such
distributions shall be made to such Clearing Agency in immediately available
funds.

                                       29
<PAGE>


          Section 5.02. Reports and Statements to Series 2000-3
Certificateholders.

          (a) On each Distribution Date, the Paying Agent, on behalf of the
Trustee, shall forward to each Series 2000-3 Certificateholder a statement
substantially in the form of Exhibit C to this Supplement prepared by the
Servicer and delivered to the Paying Agent.

          (b) Not later than each Determination Date, the Servicer shall deliver
to the Trustee, the Paying Agent, each Rating Agency and the Collateral Interest
Holder (i) a statement substantially in the form of Exhibit C to this Supplement
prepared by the Servicer and (ii) a certificate of a Servicing Officer
substantially in the form of Exhibit D.

          (c) A copy of each statement or certificate provided pursuant to
paragraph (a) or (b) may be obtained by any Series 2000-3 Certificateholder or
any Certificate Owner thereof by a request in writing to the Servicer.

          (d) On or before January 31 of each calendar year, beginning with
calendar year 2001, the Paying Agent, on behalf of the Trustee, shall furnish or
cause to be furnished to each Person who at any time during the preceding
calendar year was a Series 2000-3 Certificateholder, a statement prepared by the
Servicer containing the information which is required to be contained in the
statement to Series 2000-3 Certificateholders, as set forth in paragraph (a)
above aggregated for such calendar year or the applicable portion thereof during
which such Person was a Series 2000-3 Certificateholder, together with other
information as is required to be provided by an issuer of indebtedness under the
Code. Such obligation of the Servicer shall be deemed to have been satisfied to
the extent that substantially comparable information shall be provided by the
Paying Agent pursuant to any requirements of the Code as from time to time in
effect.

                                   ARTICLE VI

                                 Pay-Out Events

          Section 6.01. Pay-Out Events. If any one of the following events shall
occur with respect to the Series 2000-3 Certificates:

          (a) the occurrence of an Insolvency Event relating to any Transferor
or other holder of the Original Transferor Certificate;

          (b) the Trust becomes an investment company within the meaning of the
Investment Company Act;

          (c) failure on the part of any Transferor (i) to make any payment or
deposit required by the terms of the Agreement or this Supplement on or before
the date occurring five Business Days after the date such payment or deposit is
required to be made therein or herein or (ii) duly to observe or perform any
other covenants or agreements of the Transferors set forth in the Agreement or
this Supplement, which failure has a material adverse effect on the Series
2000-3 Certificateholders and which continues unremedied for a period of 60 days
after the date on which written notice of such failure, requiring the same to be
remedied, shall have been given to such Transferor by the Trustee, or to the
Transferors and the Trustee by any Holder of the Series 2000-3 Certificates;

          (d) any representation or warranty made by any Transferor in the
Agreement or this Supplement, or any information contained in a computer file or
microfiche list required to be delivered by any Transferor pursuant to Section
2.01 or subsection 2.08(f) of the Agreement shall prove to have been incorrect
in any material respect when made or when delivered, which continues to be
incorrect in any


                                       30
<PAGE>

material respect for a period of 60 days after the date on which written notice
of such failure, requiring the same to be remedied, shall have been given to
such Transferor by the Trustee, or to such Transferor and the Trustee by any
Holder of the Series 2000-3 Certificates and as a result of which the interests
of the Series 2000-3 Certificateholders are materially and adversely affected
for such period; provided, however, that a Pay-Out Event pursuant to this
subsection 6.01(d) shall not be deemed to have occurred hereunder if a
Transferor has accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period (or such longer period not to
exceed an additional 60 days as the Trustee may specify) in accordance with the
provisions of the Agreement;

          (e) a failure by a Transferor to convey Receivables in Additional
Accounts or Participation Interests to the Trust within five Business Days after
the day on which it is required to convey such Receivables or Participation
Interests pursuant to subsection 2.09(a) of the Agreement;

          (f) any Servicer Default which would have an Adverse Effect shall
occur;

          (g) the average Series Adjusted Portfolio Yield for any three
consecutive Monthly Periods is reduced to a rate which is less than the average
of the Base Rates for such period;

          (h) the Class A Invested Amount and the Class B Invested Amount shall
not be paid in full on the Expected Final Payment Date; or

          (i) a Transfer Restriction Event shall occur;

then, in the case of any event described in subparagraph (c), (d) or (f), after
the applicable grace period, if any, set forth in such subparagraphs, either the
Trustee or the Holders of Series 2000-3 Certificates evidencing more than 50% of
the aggregate unpaid principal amount of Series 2000-3 Certificates by notice
then given in writing to the Transferors and the Servicer (and to the Trustee if
given by the Series 2000-3 Certificateholders) may declare that a Pay-Out Event
has occurred with respect to Series 2000-3 as of the date of such notice, and,
in the case of any event described in subparagraph (a), (b), (e), (g), (h) or
(i), a Pay-Out Event shall occur with respect to Series 2000-3 without any
notice or other action on the part of the Trustee or the Series 2000-3
Certificateholders immediately upon the occurrence of such event.

                                  ARTICLE VII

                     Optional Repurchase; Series Termination

          Section 7.01. Optional Repurchase.

          (a) On any day occurring on or after the date on which the Invested
Amount is reduced to 5% or less of the Initial Invested Amount, the Transferors
shall have the option to purchase the Series 2000-3 Certificateholders'
Interest, at a purchase price equal to (i) if such day is a Distribution Date,
the Reassignment Amount for such Distribution Date or (ii) if such day is not a
Distribution Date, the Reassignment Amount for the Distribution Date following
such day. If, on the date on which the Transferors exercise such option, the
long-term unsecured debt obligations of either Transferor purchasing the Series
2000-3 Certificateholders' Interest is not rated at least in the third highest
rating category by the Rating Agency, such Transferor shall deliver to the
Trustee, with a copy to the Rating Agency, an Officer's Certificate which shall
have attached to it the relevant fraudulent conveyance statute, if any, and set
forth the factual basis for a conclusion that the exercise of such optional
repurchase would not constitute a fraudulent conveyance of such Transferor.

          (b) The Transferors shall give the Servicer and the Trustee at least
30 days prior written notice of the date on which the Transferors intend to
exercise such purchase option. Not later than


                                       31
<PAGE>

12:00 noon, New York City time, on such day the Transferors shall deposit the
Reassignment Amount into the Collection Account in immediately available funds.
Such purchase option is subject to payment in full of the Reassignment Amount.
Following the deposit of the Reassignment Amount into the Collection Amount in
accordance with the foregoing, the Invested Amount for Series 2000-3 shall be
reduced to zero and the Series 2000-3 Certificateholders shall have no further
interest in the Receivables. The Reassignment Amount shall be distributed as set
forth in subsection 8.01(b).

          Section 7.02. Series Termination.

          (a) If, on the September 2007 Distribution Date, the Invested Amount
(after giving effect to all changes therein on such date) would be greater than
zero, the Servicer, on behalf of the Trustee, shall, within the 40-day period
which begins on such Distribution Date, solicit bids for the sale of Principal
Receivables and the related Finance Charge Receivables (or interests therein) in
an amount equal to the Invested Amount at the close of business on the last day
of the Monthly Period preceding the Series 2000-3 Termination Date (after giving
effect to all distributions required to be made on the Series 2000-3 Termination
Date, except pursuant to this Section 7.02). Such bids shall require that such
sale shall (subject to subsection 7.02(b)) occur on the Series 2000-3
Termination Date. The Transferors and the Collateral Interest Holder shall be
entitled to participate in, and to receive from the Trustee a copy of each other
bid submitted in connection with, such bidding process. Eac Transferor and its
Affiliates shall be permitted to bid for the Receivables and, in addition, shall
have the right to match any bid and to purchase the Receivables at such matched
price if such matched price shall be the highest bid price received by the
Trustee.

          (b) The Servicer, on behalf of the Trustee, shall sell such
Receivables (or interests therein) on the Series 2000-3 Termination Date to the
bidder who made the highest cash purchase offer. The proceeds of any such sale
shall be treated as Collections on the Receivables allocated to the Series
2000-3 Certificateholders pursuant to the Agreement and this Supplement;
provided, however, that the Servicer shall determine conclusively the amount of
such proceeds which are allocable to Finance Charge Receivables and the amount
of such proceeds which are allocable to Principal Receivables. During the period
from the September 2007 Distribution Date to the Series 2000-3 Termination Date,
the Servicer shall continue to collect payments on the Receivables and allocate
and deposit such Collections in accordance with the provisions of the Agreement
and the Supplements.

                                  ARTICLE VIII

                               Final Distributions

          Section 8.01. Sale of Receivables or Certificateholders' Interest
pursuant to Section 2.06 or 10.01 of the Agreement and Section 7.01 or 7.02 of
this Supplement.

          (a)       (i) The amount to be paid by the Transferors with respect to
          Series 2000-3 in connection with a reassignment of Receivables to the
          Transferors pursuant to Section 2.06 of the Agreement shall equal the
          Reassignment Amount for the first Distribution Date following the
          Monthly Period in which the reassignment obligation arises under the
          Agreement.

                    (ii) The amount to be paid by the Transferors with respect
          to Series 2000-3 in connection with a repurchase of the
          Certificateholders' Interest pursuant to Section 10.01 of the
          Agreement shall equal the sum of (x) the Reassignment Amount for the
          Distribution Date of such repurchase and (y) the sum of (A) the
          excess, if any, of (I) a price equivalent to the average of bids
          quoted on the Record Date preceding the date of repurchase or, if not
          a Business Day, on the next succeeding Business Day by at least two



                                       32
<PAGE>

          recognized dealers selected by the Trustee for the purchase by such
          dealers of a security which is similar to the Class A Certificates
          with a remaining maturity approximately equal to the remaining
          maturity of the Class A Certificates and rated by each Rating Agency
          in the rating category originally assigned to the Class A Certificates
          over (II) the portion of the Reassignment Amount attributable to the
          Class A Certificates and (B) the excess, if any, of (I) a price
          equivalent to the average of bids quoted on such Record Date, or if
          not a Business Day, on the next succeeding Business Day by at least
          two recognized dealers selected by the Trustee for the purchase by
          such dealers of a security which is similar to the Class B
          Certificates with a remaining maturity approximately equal to the
          remaining maturity of the Class B Certificates and rated by each
          Rating Agency in the rating category originally assigned to the Class
          B Certificates over (II) the portion of the Reassignment Amount
          attributable to the Class B Certificates.

          (b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 or any amounts allocable to the
Series 2000-3 Certificateholders' Interest deposited into the Collection Account
pursuant to Section 7.02, the Trustee shall, in accordance with the written
direction of the Servicer, not later than 12:00 noon, New York City time, on the
related Distribution Date, make deposits or distributions of the following
amounts (in the priority set forth below and, in each case after giving effect
to any deposits and distributions otherwise to be made on such date) in
immediately available funds: (i) (x) the Class A Invested Amount on such
Distribution Date will be distributed to the Paying Agent for payment to the
Class A Certificateholders and (y) an amount equal to the sum of (A) Class A
Monthly Interest for such Distribution Date, (B) any Class A Monthly Interest
previously due but not distributed to the Class A Certificateholders on a prior
Distribution Date and (C) the amount of Class A Additional Interest, if any, for
such Distribution Date and any Class A Additional Interest previously due but
not distributed to the Class A Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class A
Certificateholders, (ii) (x) the Class B Invested Amount on such Distribution
Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly
Interest for such Distribution Date, (B) any Class B Monthly Interest previously
due but not distributed to the Class B Certificateholders on a prior
Distribution Date and (C) the amount of Class B Additional Interest, if any, for
such Distribution Date and any Class B Additional Interest previously due but
not distributed to the Class B Certificateholders on any prior Distribution
Date, will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (iii) the balance, if any, will be distributed to the
Collateral Interest Holder for application in accordance with the Loan
Agreement.

          (c) Notwithstanding anything to the contrary in this Supplement or the
Agreement, all amounts distributed to the Paying Agent pursuant to subsection
8.01(b) for payment to the Series 2000-3 Certificateholders shall be deemed
distributed in full to the Series 2000-3 Certificateholders on the date on which
such funds are distributed to the Paying Agent pursuant to this Section and
shall be deemed to be a final distribution pursuant to Section 12.02 of the
Agreement.

          Section 8.02. Distribution of Proceeds of Sale, Disposition or
Liquidation of the Receivables pursuant to Section 9.01 of the Agreement.

          (a) Not later than 12:00 noon, New York City time, on the Distribution
Date following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to subsection 9.01(b) of the Agreement, the Trustee
shall in accordance with the written direction of the Servicer (in the following
priority and, in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) (i) deduct an
amount equal to the Class A Invested Amount on such Distribution Date from the
portion of the Insolvency Proceeds allocated to Series 2000-3 Allocable
Principal Collections and distribute such amount to the Paying Agent for payment
to the Class


                                       33
<PAGE>

A Certificateholders, provided that the amount of such distribution shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Series 2000-3 Allocable Principal Collections and (y) the Principal Allocation
Percentage with respect to the related Monthly Period, (ii) deduct an amount
equal to the Class B Invested Amount on such Distribution Date from the portion
of the Insolvency Proceeds allocated to Series 2000-3 Allocable Principal
Collections and distribute such amount to the Paying Agent for payment to the
Class B Certificateholders, provided that the amount of such distribution shall
not exceed (x) the product of (A) the portion of such Insolvency Proceeds
allocated to Series 2000-3 Allocable Principal Collections and (B) the Principal
Allocation Percentage with respect to the related Monthly Period minus (y) the
amount distributed to the Paying Agent pursuant to clause (i) of this sentence
and (iii) deduct an amount equal to the Collateral Invested Amount, if any, on
such Distribution Date from the portion of the Insolvency Proceeds allocated to
Series 2000-3 Allocable Principal Collections and distribute such amount to the
Collateral Interest Holder for application in accordance with the Loan
Agreement, provided that the amount of such distribution shall not exceed (x)
the product of (1) the portion of the Insolvency Proceeds allocated to Series
2000-3 Allocable Principal Collections and (2) the Principal Allocation
Percentage with respect to such Monthly Period minus (y) the amounts distributed
to the Paying Agent pursuant to clauses (i) and (ii) of this sentence. To the
extent that the product of (A) the portion of the Insolvency Proceeds allocated
to Series 2000-3 Allocable Principal Collections and (B) the Principal
Allocation Percentage with respect to the related Monthly Period exceeds the
aggregate amounts distributed to the Paying Agent pursuant to the preceding
sentence, the excess shall be allocated to the Transferor's Interest and shall
be released to the Holders of the Transferor Certificates on such Distribution
Date.

          (b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall in accordance with the written direction of
the Servicer (in the following priority and, in each case, after giving effect
to any deposits and distributions otherwise to be made on such Distribution
Date) (i) deduct an amount equal to the sum of (w) Class A Monthly Interest for
such Distribution Date, (x) any Class A Monthly Interest previously due but not
distributed to the Class A Certificateholders on a prior Distribution Date and
(y) the amount of Class A Additional Interest, if any, for such Distribution
Date and any Class A Additional Interest previously due but not distributed to
the Class A Certificateholders on a prior Distribution Date from the portion of
the Insolvency Proceeds allocated to Collections of Finance Charge Receivables
and distribute such amount to the Paying Agent for payment to the Class A
Certificateholders, provided that the amount of such distribution shall not
exceed the product of (x) the portion of the Insolvency Proceeds allocated to
Series 2000-3 Allocable Finance Charge Collections, (y) the Floating Allocation
Percentage with respect to the related Monthly Period and (z) the Class A
Floating Percentage with respect to such Monthly Period and (ii) deduct an
amount equal to the sum of (w) Class B Monthly Interest for such Distribution
Date, (x) Class B Monthly Interest previously due but not distributed to the
Class B Certificateholders on a prior Distribution Date and (y) the amount of
Class B Additional Interest, if any, for such Distribution Date and any Class B
Additional Interest previously due but not distributed to the Class B
Certificateholders on a prior Distribution Date from the portion of the
Insolvency Proceeds allocated to Series 2000-3 Allocable Finance Charge
Collections and distribute such amount to the Paying Agent for payment to the
Class B Certificateholders, provided that the amount of such distribution shall
not exceed the product of (x) the portion of the Insolvency Proceeds allocated
to Series 2000-3 Allocable Finance Charge Collections, (y) the Floating
Allocation Percentage with respect to the related Monthly Period and (z) the
Class B Floating Percentage with respect to such Monthly Period. To the extent
that the product of (A) the portion of the Insolvency Proceeds allocated to
Series 2000-3 Allocable Finance Charge Collections and (B) the Floating
Allocation Percentage with respect to the related Monthly Period exceeds the
aggregate amount distributed to the Paying Agent pursuant to the preceding
sentence, the excess shall be released to the Collateral Interest Holder for
application by the Collateral Interest Holder in accordance with the Loan
Agreement.


                                       34
<PAGE>

          (c) Notwithstanding anything to the contrary in this Supplement or the
Agreement, all amounts distributed to the Paying Agent pursuant to this Section
for payment to the Series 2000-3 Certificateholders shall be distributed in full
to the Series 2000-3 Certificateholders on the date on which funds are
distributed to the Paying Agent pursuant to this Section and shall be deemed to
be a final distribution pursuant to Section 12.02 of the Agreement.

                                   ARTICLE IX

                            Miscellaneous Provisions

          Section 9.01. Ratification of Agreement. As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.

          Section 9.02. Counterparts. This Supplement 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 shall constitute one and the same
instrument.

          Section 9.03. Governing Law. THIS SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                     [The signature page follows this page.]











                                       35
<PAGE>






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


                                     AMERICAN EXPRESS RECEIVABLES
                                     FINANCING CORPORATION II,
                                       as a Transferor,



                                     By:          /s/ Leslie R. Scharfstein
                                            ------------------------------------
                                            Name:  Leslie R. Scharfstein
                                            Title: President



                                     AMERICAN EXPRESS CENTURION BANK,
                                            as a Transferor,



                                     By:               /s/ Maureen Ryan
                                            ------------------------------------
                                            Name:  Maureen Ryan
                                            Title: Assistant Treasurer



                                     AMERICAN EXPRESS TRAVEL RELATED
                                            SERVICES COMPANY, INC.,
                                            as the Servicer,



                                     By:           /s/ Jay B. Stevelman
                                            -------------------------------
                                            Name:  Jay B. Stevelman
                                            Title: Senior Vice President and
                                                   Treasurer



                                     THE BANK OF NEW YORK,
                                            as Trustee,



                                     By:               /s/ Erwin Soriano
                                            ------------------------------------
                                            Name:  Erwin Soriano
                                            Title: Assistant Treasurer



                   [Signature page - Series 2000-3 Supplement]