<PAGE>

                                                                   Exhibit 10.12

                             CONN FUNDING II, L.P.,

                                    as Issuer

                                       and

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,

                                   as Trustee

                            SERIES 2002-A SUPPLEMENT

                          Dated as of September 1, 2002

                                       to

                                 BASE INDENTURE

                          Dated as of September 1, 2002

                              CONN FUNDING II, L.P.

                                  SERIES 2002-A

               Variable Funding Asset Backed Floating Rate Notes

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

PRELIMINARY STATEMENT..........................................................1

DESIGNATION....................................................................1

SECTION 1.   Definitions.......................................................1

SECTION 2.   Article 3 of the Base Indenture..................................12

SECTION 3.1  Initial Issuance; Procedure for Increasing the Investor
             Interest.........................................................12

SECTION 3.2  Procedure for Decreasing the Investor Interest...................13

SECTION 3.   Servicing Compensation...........................................14

SECTION 4.   Cleanup Call.....................................................14

SECTION 5.   Delivery and Payment for the Notes...............................15

SECTION 6.   Form of Delivery of the Notes; Depository; Denominations;
             Transfer Provisions..............................................15

SECTION 7.   Article 5 of Base Indenture......................................18

SECTION 5.11         Allocations..............................................19

SECTION 5.12         Determination of Monthly Interest........................19

SECTION 5.13         Determination of Monthly Principal.......................20

SECTION 5.14         Coverage of Required Amount..............................20

SECTION 5.15         Monthly Payments.........................................21

SECTION 5.16         Investor Charge-Offs.....................................24

SECTION 5.17         Allocation of Excess Amounts.............................25

                                        i

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SECTION 5.18         Servicer's Failure to Make a Deposit or Payment..........25

SECTION 5.19         Shared Principal Collections.............................25

SECTION 5.20         Enhancement Agreements...................................26

SECTION 5.21         Excess Funding Account...................................26

SECTION 5.22         Payment of Fees..........................................27

SECTION 8.   Article 6 of the Base Indenture..................................28

SECTION 6.1  Distributions....................................................28

SECTION 6.2  Monthly Noteholders' Statement...................................28

SECTION 9.   Series 2002-A Pay Out Events.....................................30

SECTION 10.  Article 7 of the Base Indenture..................................33

SECTION 7.1  Representations and Warranties of the Issuer.....................33

SECTION 7.2  Reaffirmation of Representations and Warranties by
             the Issuer.......................................................38

SECTION 11.  Redemption Provision.............................................38

SECTION 12.  Amendments and Waiver............................................38

SECTION 13.  Counterparts.....................................................38

SECTION 14.  Governing Law....................................................38

SECTION 15.  Waiver of Trial by Jury..........................................39

SECTION 16.  No Petition......................................................39

SECTION 17.  Rights of the Trustee............................................39

                                       ii

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EXHIBIT A            Form of Series 2002-A Note

EXHIBIT B            Form of Monthly Noteholders' Statement

EXHIBIT C            Form of Transfer Certificate

SCHEDULE 1   List of Proceedings

SCHEDULE 2   List of Trade Names

                                       iii

<PAGE>

          SERIES 2002-A SUPPLEMENT, dated as of September 1, 2002 (as amended,
modified, restated or supplemented from time to time in accordance with the
terms hereof, this "Series Supplement"), by and among CONN FUNDING II, L.P., a
special purpose limited partnership established under the laws of Texas, as
issuer ("Issuer"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a
banking association organized and existing under the laws of the United States
of America, as trustee (together with its successors in trust under the Base
Indenture referred to below, the "Trustee") to the Base Indenture, dated as of
September 1, 2002, between the Issuer and the Trustee (as amended, modified,
restated or supplemented from time to time, exclusive of Series Supplements, the
"Base Indenture").

          Pursuant to this Series Supplement, the Issuer shall create a new
Series of Notes and shall specify the Principal Terms thereof.

                              PRELIMINARY STATEMENT
                              ---------------------

          WHEREAS, Section 2.2 of the Base Indenture provides, among other
things, that Issuer and the Trustee may at any time and from time to time enter
into a series supplement to the Base Indenture for the purpose of authorizing
the issuance of one or more Series of Notes.

          NOW, THEREFORE, the parties hereto agree as follows:

                                   DESIGNATION
                                   -----------

          (a)  There is hereby created a Series of notes to be issued pursuant
to the Base Indenture and this Series Supplement and such Series of notes shall
be substantially in the form of Exhibit A hereto, executed by or on behalf of
the Issuer and authenticated by the Trustee and designated generally Variable
Funding Asset Backed Floating Rate Notes, Series 2002-A (the "Notes"). The Notes
shall be issued in minimum denominations of $500,000.

          (b)  Series 2002-A (as defined below) shall not be subordinated to any
other Series.

     SECTION 1.     Definitions. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Base Indenture, the terms and provisions of this Series
Supplement shall govern. All Article, Section or subsection references herein
mean Articles, Sections or subsections of this Series Supplement, except as
otherwise provided herein. All capitalized terms not otherwise defined herein
are defined in the Base Indenture. Each capitalized term defined herein shall
relate only to the Notes and no other Series of Notes issued by the Issuer.

<PAGE>

          "Additional Amounts" means all amounts owed by the Issuer pursuant to
Section 2.11 and Article VIII of the Note Purchase Agreement and Breakage
Amounts (as defined in the Note Purchase Agreement).

          "Additional Interest" has the meaning specified in Section 5.12.

          "Administrator" has the meaning specified in the Note Purchase
Agreement.

          "Aggregate Investor Default Amount" means, with respect to any Monthly
Period, an amount equal to the product of (a) the aggregate Outstanding
Principal Balance of all Receivables that became Defaulted Receivables during
such Monthly Period (each respective Outstanding Principal Balance being
measured as of the date the relevant Receivable became a Defaulted Receivable)
minus any Deemed Collections deposited into the Collection Account during such
Monthly Period in respect of Receivables that have become Defaulted Receivables
before or during such Monthly Period and (b) the Floating Investor Percentage
with respect to such Monthly Period.

          "Aggregate Net Investor Charge-Offs" means, on any date of
determination, the sum of the "Net Investor Charge-Offs" or similar amount for
each Series.

          "Available Funds" means, with respect to any Monthly Period, an amount
equal to (i) the Investor Percentage of Collections of Finance Charges,
Recoveries and Investment Earnings deposited in the Finance Charge Account for
such Monthly Period (or to be deposited in the Finance Charge Account on the
related Series Transfer Date with respect to the preceding Monthly Period
pursuant to the third paragraph of subsection 5.4(a) of the Base Indenture),
plus (ii) any amounts received from the Enhancement Providers, if any, pursuant
to the Enhancement Agreements deposited in the Finance Charge Account on or
prior to the following Series Transfer Date (and not previously distributed
pursuant to Section 5.15).

          "Available Investor Principal Collections" means (A) with respect to
the Notes and any Monthly Period, an amount equal to (i) the Investor Principal
Collections for such Monthly Period, plus (ii) the amount of Shared Principal
Collections that are allocated to Series 2002-A in accordance with Section 5.19,
and (B) when used with respect to any other Series, has the meaning specified in
the applicable Series Supplement.

          "Available Issuer Interest" has the meaning specified in the
definition of Coverage Test.

          "Bank" has the meaning specified in paragraph 6(c)(i).

          "CAI" means CAI, L.P.

                                       2

<PAGE>

          "Carrying Costs" means, with respect to any Monthly Period, the sum of
(i) the aggregate amount of Monthly Interest and Additional Interest accrued
during such Monthly Period plus (ii) the Fees payable with respect to such
Monthly Period plus (iii) the Investor Percentage of the Trustee and Back-Up
Servicer Fees and Expenses and of the Servicing Fee with respect to such Monthly
Period.

          "Cash Option" means a provision in any Contract which provides for the
application of interest payments theretofore made by the related Obligor against
the Outstanding Principal Balance of the related Receivable if such Obligor
shall pay the Outstanding Principal Balance (less the interest to be so
credited) on or prior to the end of the related Cash Option Period.

          "Cash Option Amount" means, as of any Determination Date, with respect
to the outstanding Cash Option Receivables, the product of (i) the highest
Portfolio Yield during the past twelve months divided by twelve (during the
first year after the Initial Closing Date, this clause (i) shall, to the extent
necessary, be calculated based on information delivered to the Administrator in
connection with the securitization transaction with the Initial Seller that
terminated on the Initial Closing Date), times (ii) the aggregate Outstanding
Principal Balance of such Cash Option Receivables, times (iii) the weighted
average Cash Option Period for such Cash Option Receivables (expressed in
months).

          "Cash Option Period" means, with respect to any Cash Option
Receivable, the period, not to exceed twelve months, from and including the
Initiation Date for such Cash Option Receivable and ending on the last day, as
set forth in the related Contract, that the related Obligor may exercise the
Cash Option.

          "Cash Option Receivable" means any Purchased Receivable which includes
a Cash Option.

          "Change in Control" shall mean means any of the following:

          (a)  the acquisition of ownership by any Person or group (other than
     the Stephens Group and the senior management of Parent) of shares
     representing more than 50% of the aggregate ordinary voting power
     represented by the issued and outstanding capital stock of the Parent;
     provided that no Change in Control shall have occurred if Parent sells its
     common stock through an initial public offering and upon the completion of
     such offering, the Stephens Group and the senior management of Parent
     continued to own shares representing at least 33.33% of the aggregate
     ordinary voting power represented by the then issued and outstanding
     capital stock of Parent; or

          (b)  the creation or imposition of any Lien on any shares of capital
     stock of Issuer; or

                                       3

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          (c)  the failure by the Parent to be the sole general partner of CAI
     or, directly or indirectly, to be the sole equity holder of CAI; or

          (d)  the failure of CAI to be the sole equity holder of Conn Funding
     II GP, L.L.C.; or

          (e)  the failure by CAI to be the sole limited partner of Issuer, or
     the failure of Conn Funding II GP, L.L.C. to be the sole general partner of
     the Issuer.

          "Closing Date" means September 13, 2002.

          "Commitment Termination Date" means the Purchase Expiration Date (as
such term is defined in, and may be amended pursuant to, the Note Purchase
Agreement).

          "Conduit Purchaser" has the meaning specified in the Note Purchase
Agreement.

          "Contingent Liability" means any agreement, undertaking or arrangement
by which any Person guarantees, endorses or otherwise becomes or is contingently
liable upon (by direct or indirect agreement, contingent or otherwise, to
provide funds for payment, to supply funds to, or otherwise to invest in, a
debtor, or otherwise to assure a creditor against loss) the indebtedness,
obligation or any other liability of any other Person (other than by
endorsements of instruments in the course of collection), or guarantees the
payment of dividends or other distributions upon the shares of any other Person.
The amount of any Person's obligation under any Contingent Liability shall
(subject to any limitation set forth therein) be deemed to be the outstanding
principal amount (or maximum outstanding principal amount, if larger) of the
debt, obligation or other liability guaranteed thereby.

          "Coverage Test" means, on any date of determination, that (i) the
Issuer Interest as of such date exceeds the largest required "Minimum Issuer
Interest" of any outstanding Series (such excess being herein called the
"Available Issuer Interest") as of such date (determined by the Servicer taking
into account any increases, decreases and status changes of the Receivables and
any increases or decreases in the outstanding notes including those scheduled to
occur on such date) and (ii) the Aggregate Net Investor Charge-Offs is zero as
of such date.

          "Cumulative Series Principal Shortfall" means the sum of the Series
Principal Shortfalls (as such term is defined in each of the related Series
Supplements) for each Series.

          "Decrease" means a Mandatory Decrease or a Voluntary Decrease, as
applicable.

          "Default Rate" has the meaning specified in the Note Purchase
Agreement.

                                       4

<PAGE>

          "Deficiency Amount" has the meaning specified in Section 5.12.

          "Dilution Adjuster" means, with respect to any Monthly Period, (i) the
highest six-month rolling average Dilution Rate during the twelve preceding
Monthly Periods times (ii) four.

          "Dilution Rate" means, with respect to any Monthly Period, the ratio
(expressed as a percentage) computed as of the last day of such Monthly Period
equal to the result of (i) an amount equal to the total returns for such Monthly
Period, divided by (ii) an amount equal to total sales by the Sellers for such
Monthly Period times, (iii) the aggregate original principal balance (other than
that portion of the principal balance attributable to insurance premium in
respect of any Merchandise) of Receivables originated during such Monthly
Period, divided by (iv) the quotient of (A) the sum of (I) the aggregate
Outstanding Principal Balance of all Receivables as of the last day of the
previous Monthly Period, plus (II) the aggregate Outstanding Principal Balance
of all Receivables as of such last day of such Monthly Period, divided by (B)
two, times (v) twelve.

          "Enhancement Agreement" means any interest rate swap, cap, collar or
similar agreement executed in connection with subsection 5.20(a).

          "Enhancement Provider" means the counterparty under any Enhancement
Agreement.

          "Enhancement Provider Default" means the occurrence of any of the
following:

          (a)  any Enhancement Provider fails to pay when required, any amount
payable under the Enhancement Agreements and such failure continues unremedied
for two Business Days; or

          (b)  any Enhancement Agreement shall cease to be a Qualifying
Enhancement Agreement and such failure continues unremedied for five Business
Days.

          "Excess Funding Account" has the meaning specified in subsection
5.21(a).

          "Excess Spread" means, with respect to any Series Transfer Date, the
amounts with respect to such Series Transfer Date, if any, specified pursuant to
paragraph 5.15(a)(vii).

          "Fees" means all of the amounts payable in connection with the Fee
Letter (as such term is defined in the Note Purchase Agreement).

          "Finance Charge Collections" means (i) all Collections allocable to
Finance Charges, (ii) all Recoveries allocable to Finance Charges and (iii) any
net amounts payable to the Issuer under any Enhancement Agreement.

          "Fixed Investor Percentage" means, with respect to any Monthly Period,
the percentage equivalent of a fraction, the numerator of which is the Investor
Interest as of the close of

                                       5

<PAGE>

business on the last day of the Revolving Period and the denominator of which is
the sum of the numerators used to calculate the respective investor percentages
used for allocations with respect to Principal Receivables for all outstanding
Series on such date of determination.

          "Floating Investor Percentage" means, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Modified Investor Interest for such Monthly Period and the denominator of which
is the sum of the numerators used to calculate the respective investor
percentages used for allocations with respect to Finance Charges, Recoveries,
Investment Earnings, Aggregate Investor Default Amounts, Principal Receivables,
Available Issuer Interest, Servicing Fee or Trustee and Back-up Servicer Fees
and Expenses, as applicable, for all outstanding Series on such date of
determination.

          "Gross Loss Adjuster" means, with respect to any Monthly Period, (i)
the highest six-month rolling average Gross Loss Rate during the twelve
immediately preceding Monthly Periods times (ii) four.

          "Gross Loss Rate" means, with respect to any Monthly Period, the ratio
(expressed as a percentage) computed as of the last day of such Monthly Period,
by dividing (i) the Outstanding Principal Balance of Charged-Off Receivables
which were deemed to be Charged-Off Receivables during such Monthly Period by
(ii) (A) the aggregate Outstanding Principal Balance of all Receivables as of
the last day of the previous Monthly Period plus (B) the aggregate Outstanding
Principal Balance of all Receivables as of such last day of such Monthly Period
divided by (C) two and multiplying the result by (iii) twelve.

          "Increase" has the meaning specified in subsection 3.1(a).

          "Initial Note Principal" means the aggregate initial principal amount
of the Notes, which is $250,000,000.

          "Initiation Date" means, with respect to any Receivable, the date of
the transaction that gave rise to the original Outstanding Principal Balance of
such Receivable.

          "Interest Period" means, with respect to any Payment Date, the
preceding Monthly Period (or, in the case of the first Payment Date, from and
including the Closing Date to and including October 21, 2002).

          "Investor Charge-Offs" has the meaning specified in subsection
5.16(a).

          "Investor Interest" means, on any date of determination, an amount
equal to (a) the Initial Note Principal, plus (b) the aggregate amount of all
Increases made prior to such date, minus (c) the aggregate amount of principal
payments (including, without limitation, any Decreases) made to Noteholders
prior to such date, minus (d) the aggregate amount of Investor Charge-Offs
pursuant to subsection 5.16(a), plus (e) the aggregate amount of Excess Spread
and funds on deposit in the

                                       6

<PAGE>

Excess Funding Account applied on all prior Series Transfer Dates pursuant to
subsection 5.17(b) for the purpose of reimbursing amounts deducted pursuant to
the foregoing clause (d), plus (f) the Required Reserve Amount. Once all
principal and interest on the Notes and any other amounts payable to the
Noteholders and the Enhancement Providers, if any, pursuant to the Transaction
Documents have been paid in full, the Investor Interest shall be zero.

          "Investor Percentage" means, for any Monthly Period, (a) with respect
to Finance Charges, Recoveries, Investment Earnings, Aggregate Investor Default
Amounts, Available Issuer Interest, Servicing Fee and Trustee and Back-Up
Servicer Fees and Expenses at any time and Principal Receivables during the
Revolving Period, the Floating Investor Percentage and (b) with respect to
Principal Receivables during the Rapid Amortization Period, the Fixed Investor
Percentage.

          "Investor Principal Collections" means, with respect to any Monthly
Period, the sum of (a) the Investor Percentage of the aggregate amount deposited
into the Principal Account (less any Issuer Distributions) for such Monthly
Period pursuant to paragraph 5.11(a)(i), (b) the aggregate amount to be treated
as Investor Principal Collections for such Monthly Period pursuant to paragraph
5.15(a)(iii) and Section 5.17, and (c) in connection with the purchase or
redemption of Notes, the aggregate amount deposited in the Payment Account
pursuant to Section 4 hereof.

          "Issuer" is defined in the preamble of this Series Supplement.

          "Legal Final Payment Date" means October 20, 2010.

          "Mandatory Decrease" has the meaning specified in subsection 3.2(a).

          "Maximum Principal Amount" equals $250,000,000 minus, if the Servicer
Letter of Credit Bank is SunTrust Bank or any affiliate thereof, the Stated
Amount (as defined in the Servicer Letter of Credit).

          "Minimum Issuer Interest" means for any date of determination an
amount equal to (a) the Cash Option Amount as of such date plus (b) the
Outstanding Principal Balance of all Receivables that are not Eligible
Receivables as of such date.

          "Modified Investor Interest" means for any Monthly Period, the average
daily Investor Interest for such Monthly Period (or, in the case of the first
Monthly Period, from and including the Closing Date to, and including the last
day of such first Monthly Period).

          "Monthly Interest" has the meaning specified in subsection 5.12.

                                       7

<PAGE>

          "Monthly Period" has the meaning specified in the Base Indenture,
except that the first Monthly Period with respect to the Notes shall begin on
and include the Closing Date and shall end on and include September 30, 2002.

          "Monthly Principal" has the meaning specified in subsection 5.13.

          "Net Investor Charge-Offs" means, on any date of determination, the
excess of (a) the amount described in clause (d) of the definition of Investor
Interest on such date over (b) the amount described in clause (e) of such
definition on such date.

          "Net Portfolio Yield" for any Monthly Period (as determined as of the
last day of each Monthly Period) shall mean the annualized percentage equivalent
of a fraction, (a) the numerator of which is equal to the Net Yield Amount for
such Monthly Period and (b) the denominator of which is equal to the aggregate
Outstanding Principal Balance of all Receivables on such day. For purposes of
this definition, "Net Yield Amount" means for any Monthly Period an amount equal
to the excess of the sum of Collections of Finance Charges plus Recoveries
allocable to Finance Charges over the sum of (a) interest and fees accrued for
the current Monthly Period and overdue interest and fees with respect to the
Notes and "Enhancement" of all Series (together with, if applicable, interest on
such overdue interest and fees at the rate specified in the accompanying series
supplements), (b) accrued and unpaid Servicing Fees and Trustee and Back-Up
Servicer Fees and Expenses for such Monthly Period, (c) the aggregate
Outstanding Principal Balance of all Receivables that became Defaulted
Receivables during such Monthly Period (each respective Outstanding Principal
Balance being measured as of the date the relevant Receivable became a Defaulted
Receivable), and (d) any other costs, expenses, or liability of the Issuer of
any nature whatsoever incurred during such Monthly Period (except for the
obligations of the Issuer to pay any principal on the Notes outstanding at such
time or any Business Taxes and except for fee and indemnity expenses for which
cash other than such Monthly Period's Collections are available to the Issuer).

          "Note Principal" means on any date of determination the then
outstanding principal amount of the Notes.

          "Note Purchase Agreement" means any agreement by and among the Conduit
Purchaser, the Administrator, the Issuer and the Sellers, pursuant to which the
Conduit Purchaser agrees to purchase an interest in a Note from the Issuer,
subject to the terms and conditions set forth therein, or any successor
agreement to such effect among the Issuer and such Conduit Purchaser or its
successors, as amended, supplemented or otherwise modified from time to time.

          "Note Rate" has the meaning specified in the Note Purchase Agreement.

          "Noteholder" means with respect to any Note, the holder of record of
such Note.

          "Notes" has the meaning specified in paragraph (a) of the Designation.

                                       8

<PAGE>

          "Notice Persons" means the Administrator.

          "Payment Account" means the account established as such for the
benefit of the Secured Parties of this Series 2002-A pursuant to subsection
5.3(c) of the Base Indenture.

          "Payment Date" means October 21, 2002 and the twentieth day of each
calendar month thereafter, or if such twentieth day is not a Business Day, the
next succeeding Business Day.

          "Payment Rate" shall mean, with respect to any Monthly Period, the
ratio (expressed as a percentage) computed as of the last day of such Monthly
Period by dividing (i) an amount equal to all Collections received with respect
to the Principal Receivables and Finance Charges during such Monthly Period by
(ii) (A) the aggregate Outstanding Principal Balance of all Receivables as of
the last day of the previous Monthly Period plus (B) the aggregate Outstanding
Principal Balance of all Receivables as of such last day of such Monthly Period
divided by (C) two.

          "Payoff Date" means the date on which all principal and interest on
the Notes and any other amounts directly related to Series 2002-A payable to any
Noteholder or the Administrator under the Transaction Documents have been
indefeasibly paid in full.

          "Permissible Uses" means the amount of funds to be used by the Issuer
to pay (i) the Servicer Letter of Credit Bank any amounts payable thereto by the
Issuer under the reimbursement agreement for the Servicer Letter of Credit, (ii)
the Sellers for Subsequently Purchased Receivables (directly or through
repayment of any subordinated notes issued to the Sellers), (iii) its equity
owners, as a dividend distribution (so long as the Issuer has a net worth (in
accordance with GAAP) of at least 1% of the outstanding principal amount of the
Notes after giving effect thereto) and (iv) other expenses of the Issuer not
prohibited by the Transaction Documents.

          "Portfolio Yield" means, with respect to Eligible Receivables for any
Monthly Period, the ratio (expressed as a percentage) computed as of the last
day of such Monthly Period by dividing (i) the amount of all Finance Charge
Collections (other than amounts described in clause (iii) of the definition
thereof) received during such Monthly Period, by (ii) (A) the aggregate
Outstanding Principal Balance of all Receivables as of the last day of the
previous Monthly Period plus (B) the aggregate Outstanding Principal Balance of
all Receivables as of such last day of such Monthly Period divided by (C) two
and multiplying the result by (iii) twelve.

          "Portfolio Yield Adjuster" means, with respect to any Monthly Period,
(i) 18.0% minus (ii) the lowest six-month rolling average Portfolio Yield during
the twelve preceding Monthly Periods; provided, however, that the Portfolio
Yield Adjuster shall not be less than 3.00%.

          "Potential Series 2002-A Pay Out Event" shall mean an event which upon
the lapse of time or the giving of notice, or both, would constitute a Series
2002-A Pay Out Event.

                                       9

<PAGE>

          "Principal Reallocation Amount" means the Investor Percentage
(determined with regard to only (and only to the extent of) those Series with
respect to which principal is being reallocated pursuant to a corresponding
provision at such time) of the Available Issuer Interest (after giving effect to
any reduction pursuant to Section 5.16 or the definition of Required Reserve
Amount on such day or pursuant to any comparable provisions of any other Series
Supplement of any other Series on such day) at such time.

          "Qualifying Enhancement Agreement" means any interest rate swap or cap
agreement approved in writing by the Administrator entered into by, or assigned
to, the Issuer to hedge its interest rate risk with respect to the Notes that
satisfies each of the following conditions:

          (a)  the counterparty thereunder has a short-term rating of at least
     "A-1" by S&P and "P-1" by Moody's;

          (b)  all of Issuer's right, title and interest under such agreement
     has been pledged by the Issuer to the Trustee (for the benefit of the
     Secured Parties in Series 2002-A) under the Indenture, the Enhancement
     Provider has consented to such pledge and has agreed to make all payments
     thereunder to the Trustee (for the benefit of the Secured Parties in Series
     2002-A) upon receipt of notice from the Trustee or the Administrator that a
     Pay Out Event or Potential Pay Out Event has occurred under this Series
     Supplement, and the Trustee or the Administrator (on behalf of the Secured
     Parties in Series 2002-A) shall have the right to cure any defaults by the
     Issuer under such agreement; and

          (c)  the master agreement governing such agreement contains the
     provisions reasonably required by the Administrator and copies of each such
     agreement entered into with each Enhancement Provider and each confirmation
     issued thereunder shall have been delivered to the Trustee and the
     Administrator.

          "QIB" has the meaning specified in paragraph 6(c)(i).

          "Rapid Amortization Period" means the Amortization Period commencing
on the Rapid Pay Out Commencement Date and ending on the Series 2002-A
Termination Date.

          "Rapid Pay Out Commencement Date" means the earliest of (i) the
Commitment Termination Date, (ii) the date on which an Issuer Pay Out Event is
deemed to occur pursuant to Section 9.1 of the Base Indenture or (iii) the date
on which a Series 2002-A Pay Out Event is deemed to occur pursuant to Section 9
of this Series Supplement.

          "Rating Agency" means Moody's and Standard & Poor's and any other
nationally recognized statistical rating organization from which a rating for
the commercial paper issued by a Conduit Purchaser (at the request thereof) is
currently in effect..

                                       10

<PAGE>

          "Redemption Date" means the date on which the Notes are redeemed in
full pursuant to Section 4 or 11 hereof.

          "Required Amount" has the meaning specified in subsection 5.14(a).

          "Required Persons" means Holders of Notes representing at least
66-2/3% of the aggregate Note Principal of all Notes.

          "Required Reserve Amount" shall mean, at any time, the greater of (a)
3% of the Maximum Principal Amount and (b) an amount equal to (i) the Note
Principal at such time, multiplied by (ii)(A) the Required Reserve Percentage at
such time, divided by (B) 100% minus the Required Reserve Percentage at such
time; provided, however, that the Required Reserve Amount shall be fixed during
the Rapid Amortization Period as of the Rapid Pay Out Commencement Date;
provided, further, that the Required Reserve Amount may only increase from time
to time to the extent of the Investor Percentage (determined with regard to only
(and only to the extent of) those Series with respect to which the "Required
Reserve Amount" is increasing at such time) of the Available Issuer Interest
(after giving effect to any reductions pursuant to Section 5.16, but prior to
any reductions with respect to Principal Reallocation Amounts on such day, or
pursuant to any comparable provisions of any other Series Supplement for any
Series on such day) at such time.
          "Required Reserve Percentage" means the ratio (expressed as a
percentage) equal to the sum of (a) the Gross Loss Adjuster, (b) the Dilution
Adjuster, and (c) the Portfolio Yield Adjuster; provided that the Required
Reserve Percentage shall not be less than 15.0%. During the first year after the
Initial Closing Date, the Gross Loss Adjuster, the Dilution Adjuster and the
Portfolio Yield Adjuster shall, to the extent necessary, be calculated based on
information delivered to the Administrator in connection with the securitization
transaction with the Initial Seller that terminated on the Initial Closing Date.

          "Revolving Period" means the period from and including the Closing
Date to, but not including, the Rapid Pay Out Commencement Date.

          "Rule 144A" has the meaning specified in paragraph 6(c)(i).

          "Series 2002-A" means the Series of the Variable Funding Asset Backed
Floating Rate Notes represented by the Notes.

          "Series 2002-A Pay Out Event" has the meaning specified in Section 9.

          "Series 2002-A Termination Date" means the earliest to occur of (a)
the Payment Date on which the Notes, plus all other amounts due and owing to the
Noteholders and the Enhancement Providers, if any, are paid in full, (b) the
Legal Final Payment Date and (c) the Indenture Termination Date.

                                       11

<PAGE>

          "Series Principal Shortfall" means with respect to the Notes and any
Series Transfer Date, the excess, if any, of (a) (i) with respect to any Series
Transfer Date related to a Mandatory Decrease, the amount of such Mandatory
Decrease, (ii) with respect to any Series Transfer Date during the Rapid
Amortization Period, the Investor Interest (but not less than the Note
Principal) or (iii) with respect to any other Series Transfer Date, zero, the
Investor Interest (but not less than the Note Principal), over (b) the Investor
Principal Collections for such Series Transfer Date.

          "Shared Principal Collections" means, with respect to any Series
Transfer Date, either (a) the amount allocated to the Notes which may be applied
to the "Series Principal Shortfall" with respect to other outstanding Series or
(b) the amounts allocated to the notes of other Series which the applicable
Series Supplements for such Series specify are to be treated as "Shared
Principal Collections" and which may be applied to cover the Series Principal
Shortfall with respect to the Notes.

          "Solvent" means with respect to any Person that as of the date of
determination both (A)(i) the then fair saleable value of the property of such
Person is (y) greater than the total amount of liabilities (including Contingent
Liabilities) of such Person and (z) not less than the amount that will be
required to pay the probable liabilities on such Person's then existing debts as
they become absolute and matured considering all financing alternatives and
potential asset sales reasonably available to such Person; (ii) such Person's
capital is not unreasonably small in relation to its business or any
contemplated or undertaken transaction; and (iii) such Person does not intend to
incur, or believe (nor should it reasonably believe) that it will incur, debts
beyond its ability to pay such debts as they become due; and (B) such Person is
"solvent" within the meaning given that term and similar terms under applicable
laws relating to fraudulent transfers and conveyances. For purposes of this
definition, the amount of any contingent liability at any time shall be computed
as the amount that, in light of all of the facts and circumstances existing at
such time, represents the amount that can reasonably be expected to become an
actual or matured liability.

          "Voluntary Decrease" has the meaning specified in subsection 3.2(b).

     SECTION 2.   Article 3 of the Base Indenture. Article 3 shall be
read in its entirety as follows and shall be applicable only to the Notes:

                                    ARTICLE 3

   INITIAL ISSUANCE AND INCREASES AND DECREASES OF INVESTOR INTEREST AND NOTES
   ---------------------------------------------------------------------------

     SECTION 3.1  Initial Issuance; Procedure for Increasing the Investor
Interest.

                                       12

<PAGE>

     (a)  Subject to satisfaction of the conditions precedent set forth in
subsection (b) of this Section 3.1, (i) on the Closing Date, the Issuer will
issue the Notes in accordance with Section 2.2 of the Base Indenture and Section
6 hereof in the aggregate initial principal amount equal to the Initial Note
Principal and (ii) on any Business Day during the Revolving Period, the Issuer
may increase the Investor Interest (each such increase referred to as an
"Increase"), upon two Business Days prior written notice to the Trustee and
Administrator, by reducing the Issuer Interest and increasing the Note
Principal, pro rata, by an amount equal to such Increase; provided that the
Issuer shall not request more than two Increases during any Monthly Period.

     (b)  The Notes will be issued on the Closing Date and the Investor
Interest may be increased on any Business Day during the Revolving Period
pursuant to subsection (a) above, only upon satisfaction of each of the
following conditions with respect to such initial issuance and each proposed
Increase:

         (i)   The amount of each issuance or Increase shall be equal to
or greater than $500,000 (and in integral multiples of $100,000 in excess
thereof);

         (ii)  After giving effect to such issuance or Increase, the Note
Principal shall not exceed the Maximum Principal Amount;

         (iii) The Coverage Test is satisfied and, if SunTrust Bank (or any
Affiliate thereof) is the Servicer Letter of Credit Bank, there are no
outstanding draws on the Servicer Letter of Credit;

         (iv)  After giving effect to any Increase, the Net Investor Charge-Offs
is zero;

         (v)   Such issuance or Increase and the application of the
proceeds thereof shall not result in the occurrence of (1) a Pay Out Event for
any Series, Servicer Default or an Event of Default, or (2) an event or
occurrence, which, with the passing of time or the giving of notice thereof, or
both, would become a Pay Out Event for any Series, Servicer Default or an Event
of Default; and

         (vi)  All required consents have been obtained and all other
conditions precedent to the purchase of the Notes and the making of advances
under the Note Purchase Agreement shall have been satisfied.

     (c) Upon receipt of the proceeds of such issuance or Increase by or on
behalf of the Issuer, the Trustee shall, or shall cause the Transfer Agent and
Registrar to, indicate in the Note Register the amount thereof.

                                       13

<PAGE>

     (d)  The Issuer shall not issue additional Notes of this Series. For
this purpose, neither an Increase pursuant to subsection 3.1(b) nor an amendment
to this Series Supplement to increase the Maximum Principal Amount shall
constitute the issuance of additional Notes.

     (e)  Notwithstanding anything to the contrary in this Section 3.1 or
in Section 3.2, the Issuer may allocate "Increases" and "Decreases" among the
VFN Series on a non-pro rata basis, provided that (i) the Issuer shall not
(unless necessary in order to comply with paragraph (ii) of this subsection (e))
disproportionately allocate "Increases" or "Decreases" to the same Series for
two or more consecutive "Increases" or "Decreases" (as the case may be) and (ii)
the Issuer shall use its reasonable best efforts to allocate "Increases" and
"Decreases" among the VFN Series such that the aggregate "Note Principal" of the
VFN Series is at all times ratably allocated among the VFN Series according to
their respective "Maximum Principal Amounts".

     SECTION 3.2  Procedure for Decreasing the Investor Interest.

     (a)  Mandatory Decrease. Without limiting Section 9 hereof, if on any
date of determination the Issuer Interest as of the end of the prior Monthly
Period is less than the largest required Minimum Issuer Interest of any Series
outstanding as of such date, then (unless, on or before the succeeding Series
Transfer Date, a Seller transfers Subsequently Purchased Receivables to the
Issuer and/or the Issuer reduces the outstanding principal balance of any other
Series of notes and, in either case, increases the Issuer Interest so that it is
greater than or equal to such Minimum Issuer Interest), on or before the
following Payment Date, the Issuer shall deposit or cause to be deposited into
the Payment Account from Available Investor Principal Collections, amounts
otherwise payable to the Issuer (to the extent not required to be paid pursuant
to Section 5.22) or other amounts so designated to be applied in accordance with
subsection 5.15(g), a principal payment to decrease the Investor Interest by the
amount necessary, so that after giving effect to all Decreases of the Investor
Interest on the related Payment Date, the Issuer Interest shall be greater than
or equal to the largest required Minimum Issuer Interest of any Series
outstanding (each such reduction of the Investor Interest pursuant to this
subsection 3.2(a), a "Mandatory Decrease"). Each such Mandatory Decrease shall
be on a pro rata basis for all Notes, and "Mandatory Decreases" of all VFN
Series shall occur on a pro rata basis subject to subsection 3.1(e). Upon such
Mandatory Decrease, the Servicer, on behalf of the Issuer, shall reflect such
Decrease in the Monthly Noteholder Statement.

     (b)  Voluntary Decrease. On any Business Day, the Issuer may upon two
Business Days prior written notice (or seven Business Days prior written notice
if the Decrease is $10,000,000 or more) to the Trustee and to the Noteholders
(in accordance with the terms of the Note Purchase Agreement) decrease the
Investor Interest (each such reduction of the Investor Interest pursuant to this
subsection 3.2(b), a "Voluntary Decrease") by depositing or causing to be
deposited into the Payment Account from Available Investor Principal
Collections, amounts otherwise payable to the Issuer (to the extent not required
to be paid pursuant to Section 5.22) or other amounts so designated and
distributing to the Noteholders in respect of principal on the

                                       14

<PAGE>

Notes, an amount equal to the amount of such Decrease in accordance with
subsection 5.15(g). Each such Voluntary Decrease shall be on a pro rata basis
for all Notes, the Voluntary Decrease shall be in a minimum principal amount of
$1,000,000 (and in integral multiples of $100,000 in excess thereof) and shall
occur on a pro rata basis subject to subsection 3.1(e). Upon such Voluntary
Decrease, the Servicer, on behalf of the Issuer shall reflect such Decrease in
the Monthly Noteholder Statement.

     (c)  Principal Amortization. During the Rapid Amortization Period,
principal will be allocated to the Investor Interest (pursuant to Section 5.13)
and paid to the Noteholders on a pro rata basis.

     (d)  Upon each Decrease and each decrease due to the commencement of
the Rapid Amortization Period, the Trustee shall, or shall cause the Transfer
Agent and Registrar to, indicate in the Note Register the amount thereof.

     SECTION 3.   Servicing Compensation. The share of the Servicing
Fee allocable to Series 2002-A with respect to any Series Transfer Date shall be
equal to the Investor Percentage of the Servicing Fee for the relevant Monthly
Period. The Servicing Fee shall be paid by the cash flows from the Trust Estate
allocated to the Noteholders or the noteholders of other Series (as provided in
the related series supplements) and in no event shall the Issuer, the Trustee or
the Noteholders be liable therefor. The Servicing Fee allocable to Series 2002-A
shall be payable to the Servicer solely to the extent amounts are available for
distribution in respect thereof pursuant to paragraph 5.15(a)(ii) and subsection
5.17(a).

     SECTION 4.   Cleanup Call.

     (a)  The Notes shall be subject to purchase by the initial Servicer,
at its option, in accordance with the terms specified in subsection 12.4(a) of
the Base Indenture, on any Payment Date on or after the Payment Date on which
the Investor Interest is reduced to an amount less than or equal to 10% of the
Initial Note Principal.

     (b)  The deposit to the Payment Account required in connection with
any such purchase will be equal to the sum of (i) the Note Principal, plus (ii)
accrued and unpaid interest on the Notes through the day preceding the Payment
Date on which the purchase occurs, plus (iii) any other amounts (including,
without limitation, accrued and unpaid Additional Amounts) payable to the
Noteholders pursuant to the Note Purchase Agreement, plus (iv) any amounts
payable to the Enhancement Providers, if any, pursuant to the Enhancement
Agreements, minus (v) the amounts, if any, on deposit at such Payment Date in
the Payment Account for the payment of the foregoing amounts.

                                       15

<PAGE>

     SECTION 5.   Delivery and Payment for the Notes. The Trustee shall
execute, authenticate and deliver the Notes in accordance with Section 2.4 of
the Base Indenture and Section 6 below.

     SECTION 6.   Form of Delivery of the Notes; Depository; Denominations;
Transfer Provisions.

     (a)  The Notes shall be delivered as Registered Notes in definitive
form as provided in Sections 2.1 and 2.18 of the Base Indenture. The Notes shall
initially be registered in the name of the Administrator for the Purchasers (as
defined in the Note Purchase Agreement) and shall not be transferred, sold or
pledged, in whole or in part, other than pursuant to Section 2.6 of the Base
Indenture and this Section 6.

     (b)  The Notes will be issuable in minimum denominations of $500,000.

     (c)  When Notes are presented to the Transfer Agent and Registrar or
a co-registrar with a request to register a transfer or to exchange them for an
equal principal amount of Notes of other authorized denominations, the Transfer
Agent and Registrar shall register the transfer or make the exchange if its
requirements for such transaction are met; provided, however, that the Notes
surrendered for transfer or exchange (a) shall be duly endorsed or accompanied
by a written instrument of transfer in form satisfactory to the Issuer and the
Transfer Agent and Registrar, duly executed by the holder thereof or its
attorney, duly authorized in writing and (b) shall be transferred or exchanged
in compliance with the following provisions:

          (i)  (A) if such Note is being transferred to a qualified
     institutional buyer (a "QIB") as defined in, and in accordance with, Rule
     144A under the Securities Act ("Rule 144A"), the transferor shall, unless
     the transferee is a party to the Note Purchase Agreement or is a QIB within
     the meaning of Rule 144A(a)(1)(vi) (a "Bank"), provide the Issuer and the
     Transfer Agent and Registrar with a certification to that effect (in
     substantially the form of Exhibit C hereto); or (B) if such Note is being
     transferred in reliance on another exemption from the registration
     requirements of the Securities Act, the transferor shall provide the Issuer
     and the Transfer Agent and Registrar with a certification to that effect
     (in substantially the form of Exhibit C hereto) and, if requested by the
     Transfer Agent and Registrar or the Issuer, an opinion of counsel in form
     and substance acceptable to the Issuer and to the Transfer Agent and
     Registrar to the effect that such transfer is in compliance with the
     Securities Act.

          (ii) each such transferee of such Note shall be deemed to have
     made the acknowledgements, representations and agreements set forth below:

               (1) unless it has been advised that the transferor is relying on
          an exemption from the registration requirements of the Securities Act,
          it is

                                       16

<PAGE>

          purchasing the Note for its own account or an account with respect to
          which it exercises sole investment discretion and that it and any such
          account is a QIB and is aware that the sale to it is being made in
          reliance on Rule 144A;

               (2) it understands that the Notes have not been and will not be
          registered or qualified under the Securities Act or any applicable
          state securities laws or the securities laws of any other jurisdiction
          and are being offered only in a transaction not involving any public
          offering within the meaning of the Securities Act, that the Issuer is
          not required to register or qualify the Notes, and that the Notes may
          be resold, pledged or transferred only in compliance with provisions
          of this subsection 6(c) and only (A) to the Issuer, (B) to a person
          the transferor reasonably believes is a QIB in a transaction meeting
          the requirements of Rule 144A or (C) in a transaction otherwise exempt
          from the registration requirements of the Securities Act and, in each
          case, in accordance with any applicable securities laws of any state
          of the United States or any other jurisdiction and in accordance with
          the restrictions set forth herein;

               (3) if it desires to offer, sell or otherwise transfer, pledge or
          hypothecate the Notes as described in clause (B) or (C) of the
          preceding paragraph, it may, pursuant to clause (i) above, be required
          to deliver a certificate and, in the case of clause (C), may be
          required to deliver an opinion of counsel if the Issuer and the
          Transfer Agent and Registrar so request, in each case, reasonably
          satisfactory in form and substance to the Issuer and the Servicer,
          that an exemption from the registration requirements of the Securities
          Act applies to such offer, sale, transfer or hypothecation; and it
          understands that the Registrar and Transfer Agent will not be required
          to accept for registration of transfer the Notes acquired by it,
          except upon presentation of, if applicable, the certificate and, if
          applicable, the opinion described above;

               (4) it agrees that it will, and each subsequent holder is
          required to, notify any purchaser of Notes from it of the resale
          restrictions referred to in clauses (2) and (3) above, if then
          applicable and understands that such notification requirement will be
          satisfied, in the case only of transfers by physical delivery of
          Definitive Notes, by virtue of the fact that the following legend will
          be placed on the Notes unless otherwise agreed to by the Issuer:

               THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
               THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
               ACT"), OR THE SECURITIES LAWS OF ANY OTHER
               JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR
               TRANSFERRED ONLY (1) TO A PERSON THE

                                       17

<PAGE>

               TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED
               INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
               SECURITIES ACT ("RULE 144A")) IN A TRANSACTION MEETING
               THE REQUIREMENTS OF RULE 144A OR (2) IN A TRANSACTION
               OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
               THE SECURITIES ACT AND APPLICABLE SECURITIES LAWS OF
               ANY STATE OF THE UNITED STATES AND ANY OTHER
               JURISDICTION AND BASED ON AN OPINION OF COUNSEL IF THE
               ISSUER OR TRANSFER AGENT AND REGISTRAR SO REQUEST, IN
               EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND
               ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
               UNITED STATES OR ANY OTHER JURISDICTION. THE HOLDER
               WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY
               ANY TRANSFEREE FROM IT OF THE RESALE RESTRICTIONS SET
               FORTH ABOVE.

               BY ACQUIRING THIS NOTE, EACH PURCHASER WILL BE DEEMED
               TO HAVE REPRESENTED, WARRANTED AND COVENANTED EITHER
               THAT (A) IT IS NOT AN "EMPLOYEE BENEFIT PLAN" SUBJECT
               TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
               AS AMENDED ("ERISA"), A "PLAN" DESCRIBED IN SECTION
               4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
               AMENDED, AN ENTITY DEEMED TO HOLD "PLAN ASSETS" OF ANY
               OF THE FOREGOING BY REASON OF INVESTMENT BY AN
               "EMPLOYEE BENEFIT PLAN" OR "PLAN" IN SUCH ENTITY, OR A
               GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
               SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY
               PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE OR (B)
               ITS PURCHASE AND HOLDING OF THIS NOTE WILL NOT RESULT
               IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR
               SECTION 4975 OF THE CODE (OR, IN THE CASE OF A
               GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE
               LAW).

                                       18

<PAGE>

               (5) it acknowledges that the foregoing restrictions apply to
          holders of beneficial interests in the Notes as well as to Holders of
          the Notes; and

               (6) it acknowledges that the Trustee, the Issuer and their
          Affiliates and others will rely upon the truth and accuracy of the
          foregoing acknowledgments, representations and agreements and agrees
          that if any of the acknowledgments, representations or agreements
          deemed to have been made by its purchase of such Notes is no longer
          accurate, it will promptly notify the Issuer; and it is acquiring any
          Notes for the account of one or more QIBs, it represents that it has
          sole investment discretion with respect to each such account and that
          it has full power to make the foregoing acknowledgments,
          representations and agreements on behalf of each such account; and

               (7) it acknowledges that either (i) no part of the assets used by
          it to acquire the Notes constitutes assets of any employee benefit
          plan subject to ERISA, Section 4975 of the Code or any entity deemed
          to hold plan assets of any of the foregoing by reason of investment by
          an employee benefit plan or plan in the entity or (ii) its purchase
          and holding of the Notes will not, throughout the term of holding,
          constitute a non-exempt "prohibited transaction" under Section 406 of
          ERISA or Section 4975 of the Code by reason of the application of one
          or more statutory or administrative exemptions from such prohibited
          transaction rules or otherwise.

          In addition, such transferee, unless it is a party to the Note
     Purchase Agreement or a Bank, shall be responsible for providing additional
     information or certification, as shall be reasonably requested by the
     Trustee or Issuer, to support the truth and accuracy of the foregoing
     acknowledgements, representations and agreements, it being understood that
     such additional information is not intended to create additional
     restrictions on the transfer of the Notes.

     SECTION 7.   Article 5 of Base Indenture. Sections 5.1, 5.2, 5.3,
5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 of the Base Indenture shall be read in
their entirety as provided in the Base Indenture. The following provisions,
however, shall constitute part of Article 5 of the Indenture solely for purposes
of Series 2002-A and shall be applicable only to the Notes (except as otherwise
provided in the following provisions or in another Series Supplement):

                                    ARTICLE 6

                                       19

<PAGE>

                    ALLOCATION AND APPLICATION OF COLLECTIONS
                    -----------------------------------------

     SECTION 5.11 Allocations.

     (a)  Allocations of Collections. On each day any Collections are
deposited in the Collection Account, the Servicer shall, prior to the close of
business on such day, make the following deposits from the Collection Account:

          (i)  Deposit into the Principal Account all Collections
     received in respect of Principal Receivables on such date (such deposit to
     be applied in accordance with the Indenture and subsection 5.15(b)); and

          (ii) Deposit into the Finance Charge Account all Collections
     received in respect of Finance Charges, Recoveries, Investment Earnings or
     otherwise (but not in respect of Principal Receivables) on such date (such
     deposit to be applied in accordance with the Indenture and subsection
     5.15(a)).

     (b)  Excess Funding Collections. Any Collections deposited into the
Excess Funding Account pursuant to Section 5.15 shall be held in the Excess
Funding Account and, prior to the commencement of the Rapid Amortization Period,
shall be first applied in accordance with Section 5.17 and then paid, first, to
the Servicer Letter of Credit Bank to the extent of any amounts payable thereto
by the Issuer under the reimbursement agreement for the Servicer Letter of
Credit and, second, to the Issuer, in each case on any date (so long as the
Coverage Test remains satisfied (or will be satisfied on such date through the
use of such Collections to pay for Subsequently Purchased Receivables from one
or more Sellers) and such payment and the application thereof shall not result
in the occurrence of (1) a Pay Out Event for any Series, a Servicer Default or
an Event of Default, or (2) in the case of Permissible Uses of the type
described in clauses (ii) and (iii) of the definition thereof, an event or
occurrence, which, with the passing of time or the giving of notice thereof, or
both, would become a Pay Out Event for any Series, Servicer Default or an Event
of Default) to the extent of (and to be used solely for) Permissible Uses on
such date as determined by the Servicer; provided, however, that if an
Accumulation Period or an Amortization Period commences with respect to any
Series, any funds on deposit in the Excess Funding Account shall be first
applied in accordance with Section 5.17 and then released from the Excess
Funding Account, deposited in the Principal Account and treated as Shared
Principal Collections to the extent needed to cover principal payments due to
such Series; provided, however, that $10,000 shall remain on deposit in the
Excess Funding Account for use to pay expenses of the Issuer not prohibited by
the Transaction Documents, as determined by the Servicer.

     SECTION 5.12 Determination of Monthly Interest. The amount of
monthly interest payable on the Notes shall be determined as of each
Determination Date and shall be an amount equal to the product of (i)(A) a
fraction, the numerator of which is the actual number of days in

                                       20

<PAGE>

the related Interest Period and the denominator of which is 360, times (B) the
weighted average Note Rate in effect with respect to the related Interest
Period, and (ii) the average daily outstanding principal balance of the Notes
during such Interest Period (the "Monthly Interest"); provided, however, that in
addition to Monthly Interest, an amount equal to the sum of (i) the amount of
any unpaid Deficiency Amount, as defined below and (ii) an amount equal to the
product (such product being herein called the "Additional Interest") of (A) a
fraction, the numerator of which is the actual number of days in the related
Interest Period and the denominator of which is 360, times (B) a rate equal to
the Default Rate in effect with respect to the related Interest Period, times
(C) any Deficiency Amount, as defined below (or the portion thereof which has
not theretofore been paid to Noteholders) and (iii) the amount of any unpaid
Additional Amounts for the related Interest Period as determined pursuant to the
Note Purchase Agreement shall also be payable to the Noteholders. The
"Deficiency Amount" for any Determination Date shall be equal to the excess, if
any, of (x) the sum of the Monthly Interest, the Additional Interest, the
Additional Amounts and the Deficiency Amount as determined pursuant to the
preceding sentence for the Interest Period ended immediately prior to the
preceding Payment Date, over (y) the amount actually paid in respect thereof on
the preceding Payment Date; provided, that the Deficiency Amount on the Initial
Determination Date shall be zero.

     SECTION 5.13 Determination of Monthly Principal. The amount on deposit in
the Principal Account allocable to the repayment of principal of the Notes shall
be determined as of each Series Transfer Date ("Monthly Principal"), beginning
with the first Series Transfer Date occurring after the Rapid Amortization
Period begins, and shall be equal to the lesser of (i) the Available Investor
Principal Collections on deposit in the Principal Account on such Series
Transfer Date and (ii) the Investor Interest (after taking into account any
adjustments to be made on such Series Transfer Date pursuant to Section 5.16) on
such Series Transfer Date.

     SECTION 5.14 Coverage of Required Amount.

     (a)  On or before each Series Transfer Date, the Servicer shall
determine the amount (the "Required Amount"), if any, by which an amount equal
to the sum of (i) the Monthly Interest for such Series Transfer Date, plus (ii)
the Deficiency Amount, if any, for such Series Transfer Date, plus (iii) the
Additional Interest, if any, for such Series Transfer Date, plus (iv) the
Additional Amounts, and the Investor Percentage of the Trustee and Back-Up
Servicer Fees and Expenses for such Series Transfer Date, plus (v) the Investor
Percentage of the Servicing Fee for the prior Monthly Period, plus (vi) any
amounts described in clauses (iv) and (v) above that were due but not paid on
any prior Series Transfer Date, plus (vii) the Aggregate Investor Default
Amount, if any, for the prior Monthly Period, plus (viii) any amounts payable to
the Enhancement Providers, if any, pursuant to the Enhancement Agreements on
such Series Transfer Date exceeds the Available Funds for the related Monthly
Period.

                                       21

<PAGE>

     (b)  In the event that the Required Amount for such Series Transfer Date is
greater than zero, (i) the Servicer shall give written notice to the Trustee of
such positive Required Amount on or before such Series Transfer Date, and (ii)
to the extent available in each case, the Required Amount shall be paid first
from the Finance Charge Account and second from the Excess Funding Account on
such Series Transfer Date pursuant to subsection 5.17(a).

     SECTION 5.15 Monthly Payments. On or before each Series Transfer Date, the
Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of the Monthly Servicer Report attached as Exhibit A
to the Servicing Agreement) to withdraw, and the Trustee, acting in accordance
with such instructions, shall withdraw on such Series Transfer Date or the
related Payment Date, as applicable, to the extent of the funds credited to the
relevant accounts, the amounts in respect of the Notes required to be withdrawn
from the Finance Charge Account, the Principal Account, the Excess Funding
Account and the Payment Account as follows:

     (a)  An amount equal to the Available Funds deposited into the Finance
Charge Account for the related Monthly Period shall be distributed on each
Series Transfer Date in the following priority:

          (i)   first, an amount equal to the Investor Percentage of the Trustee
     and Back-Up Servicer Fees and Expenses for such Series Transfer Date (plus
     the Investor Percentage of any Trustee and Back-Up Servicer Fees and
     Expenses due but not paid to the Trustee on any prior Series Transfer Date)
     shall be paid by the Servicer or the Trustee to the Trustee, second, an
     amount equal to Monthly Interest for such Series Transfer Date, plus the
     amount of any Deficiency Amount (other than with respect to any Additional
     Amounts) for such Series Transfer Date, plus the amount of any Additional
     Interest (other than with respect to any Additional Amounts) for such
     Series Transfer Date shall be deposited by the Servicer or the Trustee into
     the Payment Account for distribution to the Noteholders on the related
     Payment Date and, third, an amount equal to any Additional Amounts for such
     Series Transfer Date, plus the amount of any Deficiency Amount (with
     respect to any Additional Amounts) for such Series Transfer Date, plus the
     amount of any Additional Interest (with respect to any Additional Amounts)
     for such Series Transfer Date shall be distributed by the Servicer or the
     Trustee to the Person entitled thereto;

          (ii)  an amount equal to the Investor Percentage of the Servicing Fee
     for such Series Transfer Date (plus the Investor Percentage of any
     Servicing Fee due but not paid to the Servicer on any prior Series Transfer
     Date) shall be paid to the Servicer;

          (iii) an amount equal to the Aggregate Investor Default Amount, if
     any, for the preceding Monthly Period shall be treated as a portion of
     Investor Principal Collections and deposited into the Principal Account on
     such Series Transfer Date;

                                       22

<PAGE>

          (iv)  an amount equal to any amounts payable to the Enhancement
     Providers, if any, pursuant to the Enhancement Agreements shall be paid to
     such Enhancement Providers;

          (v)   to the extent the Available Issuer Interest is greater than zero
     (after giving effect to all other reductions thereof on such date and the
     payment pursuant to this clause (v) and the corresponding provision of each
     other Series Supplement), an amount equal to the Investor Percentage of any
     amounts payable to the Servicer Letter of Credit Bank by the Issuer under
     the reimbursement agreement for the Servicer Letter of Credit shall be paid
     to the Servicer Letter of Credit Bank;

          (vi)  to the extent the Available Issuer Interest is greater than zero
     (after giving effect to all other reductions thereof on such date and the
     payment pursuant to this clause (vi) and the corresponding provision of
     each other Series Supplement), an amount equal to the Investor Percentage
     of any unreimbursed expenses of the Trustee shall be paid to the Trustee;
     and

          (vii) the balance, if any, shall constitute Excess Spread and shall be
     allocated and distributed as set forth in Section 5.17.

     (b)  During the Revolving Period (unless the next Business Day after such
Series Transfer Date is the Commitment Termination Date), an amount equal to the
Available Investor Principal Collections deposited into the Principal Account
for the related Monthly Period, after giving effect to any payment required
under clause (g) below on the related Payment Date, shall be distributed on each
Series Transfer Date in the following priority:

          (i)   an amount, not in excess of the Principal Reallocation Amount,
     to pay or deposit any amounts described in clauses(a)(i), (ii), (iv), (v)
     and (vi) above (in such order) that remain unpaid or undeposited after
     giving effect to the application of funds, pursuant to clause (a) above;

          (ii)  an amount equal to the lesser of (A) the product of (1) a
     fraction, the numerator of which is equal to the Available Investor
     Principal Collections remaining after the application specified in
     paragraph 5.15(b)(i) above and the denominator of which is equal to the sum
     of the portion of the "Available Investor Principal Collections" for each
     Series that are available for sharing as specified in the related Series
     Supplement and (2) the Cumulative Series Principal Shortfall, if any, and
     (B) Available Investor Principal Collections remaining after the
     application specified in paragraph 5.15(b)(i) above, shall remain in the
     Principal Account to be treated as Shared Principal Collections and applied
     to Series other than this Series 2002-A; and

          (iii) the balance, if any, shall be deposited into the Excess Funding
     Account.

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<PAGE>

     (c)  During the Rapid Amortization Period (or if the next Business
Day after such Series Transfer Date is the Commitment Termination Date), an
amount equal to the Available Investor Principal Collections deposited into the
Principal Account for the related Monthly Period shall be distributed on each
Series Transfer Date in the following priority:

          (i)   an amount equal to the Monthly Principal for such Series
     Transfer Date shall be deposited into the Payment Account;

          (ii)  an amount, not in excess of the Principal Reallocation Amount,
     to pay or deposit any amounts described in clauses(a)(i), (ii), (iv) and
     (v) above (in such order) that remain unpaid or undeposited after giving
     effect to the application of funds, pursuant to clause (a) above;

          (iii) an amount equal to the lesser of (A) the product of (1) a
     fraction, the numerator of which is equal to the Available Investor
     Principal Collections remaining after the application specified in
     paragraphs 5.15(c)(i) and (ii) above and the denominator of which is equal
     to the sum of the "Available Investor Principal Collections" for each
     Series that are available for sharing as specified in the related Series
     Supplement and (2) the Cumulative Series Principal Shortfall, if any, and
     (B) the Available Investor Principal Collections remaining after the
     application specified in paragraphs 5.15(c)(i) and (ii) above, shall remain
     in the Principal Account to be treated as Shared Principal Collections and
     applied to Series other than this Series 2002-A; and

          (iv)  the balance, if any, shall be deposited into the Excess Funding
     Account.

     (d)  On each Payment Date, the Trustee, acting in accordance with
instructions from the Servicer, shall pay to the Noteholders the amount
deposited into the Payment Account pursuant to paragraph 5.15(a)(i) (including,
without limitation, indirectly pursuant to paragraphs 5.15(b)(i) and (c)(ii)
above) on the immediately preceding Series Transfer Date.

     (e)  On the first Payment Date occurring after the Rapid Amortization
Period begins, and on each Payment Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer, shall pay the amount deposited
into the Payment Account pursuant to subsection 5.15(c) on the immediately
preceding Series Transfer Date to the following Persons or accounts (as the case
may be) in the following priority:

          (i)  to the Noteholders, an amount equal to the least of (A) the
     Monthly Principal and (B) the Note Principal;

          (ii)  first, to the Noteholders, any other amounts (including, without
     limitation, accrued and unpaid interest) payable thereto pursuant to any
     Transaction

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<PAGE>

     Document (other than Additional Amounts) and, second, to the Persons
     entitled thereto, any Additional Amounts payable thereto;

          (iii) to the Enhancement Providers, if any, any amounts payable
     thereto pursuant to the Enhancement Agreements;

          (iv)  to the extent the Available Issuer Interest is greater than zero
     (after giving effect to all other reductions thereof on such date and the
     payment pursuant to this clause (iv) and the corresponding provision of
     each other Series Supplement), to the Trustee to pay unreimbursed expenses
     of the Trustee; and

          (v)   the balance, if any, shall be deposited into the Excess Funding
     Account.

     (f)  On any Redemption Date, the amounts required to be on deposit in the
Payment Account pursuant to Section 4 or Section 11, shall be paid to the
following Persons:

          (i)   to the Noteholders, the Note Principal;

          (ii)  first, to the Noteholders, any other amounts (including, without
     limitation, accrued and unpaid interest) payable thereto pursuant to the
     Note Purchase Agreement and, second, to the Persons entitled thereto, any
     Additional Amounts payable thereto; and

          (iii) to the Enhancement Providers, if any, any amounts payable
     thereto pursuant to the Enhancement Agreements.

     (g)  On any Payment Date in connection with a Decrease pursuant to
Section 3.2, the amount of such Decrease shall be paid to the Noteholders from
(i) Available Investor Principal Collections, (ii) the proceeds of a partial
refinancing of any outstanding Series of Notes or (iii) amounts otherwise
available to the Issuer, all to the extent that such amounts have been deposited
in the Payment Account.

                                       25

<PAGE>

     SECTION 5.16 Investor Charge-Offs.

     (a) On or before each Series Transfer Date, the Servicer shall calculate
the Aggregate Investor Default Amount. If, on any Series Transfer Date, the
Aggregate Investor Default Amount exceeds the aggregate amount to be distributed
with respect thereto for the relevant Monthly Period pursuant to paragraph
5.15(a)(iii) and subsection 5.17(a), the Investor Interest shall be reduced by
the amount of such excess, but only to the extent such excess exceeds the
Investor Percentage (determined with regard to only (and only to the extent of)
those Series with respect to which the "Investor Interest" is being so reduced
with respect to Defaulted Receivables during such Monthly Period) of the
Available Issuer Interest (such reduction, an "Investor Charge-Off"). The
Investor Interest shall thereafter be reimbursed on any Series Transfer Date by
the amount of Excess Spread and funds on deposit in the Excess Funding Account
allocated and available for such purpose pursuant to subsection 5.17(b).

     (b) Except as otherwise expressly provided herein, if losses and investment
expenses attributable to the investment of amounts on deposit in any
Trust Account or any Series Account exceed interest and investment earnings in
respect of such amounts during any Monthly Period, the net losses and expenses
shall be allocated first to the Issuer Interest and second between the "Investor
Interests" of all outstanding Series, in the same proportion that losses in
respect of Principal Receivables are so allocated for such Monthly Period.

     SECTION 5.17 Allocation of Excess Amounts. On or before each Series
Transfer Date, the Trustee, acting pursuant to the Servicer's instructions,
shall apply Excess Spread in the Finance Charge Account and to the extent
necessary (to cover amounts described in clauses (a) and (b) below) transfer
funds from the Excess Funding Account (after giving effect to the deposits to be
made therein on such date) to the Finance Charge Account in order to make the
following distributions on each Series Transfer Date (in the following order of
priority) for the related Monthly Period:

     (a) an amount equal to the Required Amount, if any, with respect to such
Series Transfer Date will be used to fund such Required Amount and be applied in
accordance with, and in the priority set forth in, subsection 5.15(a);

     (b) an amount equal to the aggregate amount by which the Investor Interest
has been reduced on previous Series Transfer Dates (but has not been reimbursed)
for reasons other than a reduction of the Required Reserve Amount, Decreases
and/or the payment of principal to the Noteholders will be treated as a portion
of Investor Principal Collections and deposited into the Principal Account on
such Series Transfer Date; and

     (c) any remaining Excess Spread shall be treated as a portion of Investor
Principal Collections and deposited into the Principal Account on such Series
Transfer Date.

                                       26

<PAGE>

     To the extent that there are insufficient funds in the Excess Funding
Account to make all payments required under subsections 5.17(a) and (b) above
and under the corresponding provisions for each other Series, the amount on
deposit in the Excess Funding Account shall be allocated to each Series on a pro
rata basis (based on the "Investor Interest" of each such Series).

     SECTION 5.18 Servicer's Failure to Make a Deposit or Payment. If the
Servicer fails to make, or give instructions to make, any payment, deposit or
withdrawal (other than as required by subsection 12.4(a) and Section 12.1)
required to be made or given by the Servicer at the time specified in the Base
Indenture or this Series Supplement (including applicable grace periods), the
Trustee shall make such payment, deposit or withdrawal from the applicable
account without instruction from the Servicer. The Trustee shall be required to
make any such payment, deposit or withdrawal hereunder only to the extent that
the Trustee has sufficient information to allow it to determine the amount
thereof. The Servicer shall, upon request of the Trustee, promptly provide the
Trustee with all information necessary to allow the Trustee to make such
payment, deposit or withdrawal. Such funds or the proceeds of such withdrawal
shall be applied by the Trustee in the manner in which such payment or deposit
should have been made by the Servicer.

     SECTION 5.19 Shared Principal Collections.

     (a) The portion of Shared Principal Collections allocable to Series 2002-A
on deposit in the Principal Account on any Series Transfer Date shall be treated
and applied as an Available Investor Principal Collection pursuant to Section
5.15.

     (b) "Shared Principal Collections allocable to Series 2002-A" on any Series
Transfer Date means an amount equal to the Series Principal Shortfall, if any,
with respect to Series 2002-A on such Series Transfer Date; provided, however,
that if the aggregate amount of Shared Principal Collections for all Series for
such Series Transfer Date is less than the Cumulative Series Principal Shortfall
for such Series Transfer Date, then "Shared Principal Collections allocable to
Series 2002-A" on such Series Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such Series Transfer Date and
(ii) a fraction, the numerator of which is the Series Principal Shortfall with
respect to Series 2002-A and the denominator of which shall be the aggregate
amount of "Cumulative Series Principal Shortfall" for all Series for such Series
Transfer Date.

     (c) Solely for the purpose of determining the amount of Available Investor
Principal Collections to be treated as Shared Principal Collections on any
Series Transfer Date allocable to other Series, on each Determination Date, the
Servicer shall determine the Required Amount and Excess Spread as of such
Determination Date for the following Series Transfer Date.

                                       27

<PAGE>

     SECTION 5.20 Enhancement Agreements

     (a)  The Issuer shall following the request of the Administrator at all
times maintain in full force and effect a Qualifying Enhancement Agreement
approved by the Administrator and designed to minimize the risk that the
Carrying Costs exceed the Finance Charge Collections in any Monthly Period.

     (b)  Any amounts received from the Enhancement Providers, if any, pursuant
to the Enhancement Agreements shall be deposited into the Finance Charge Account
for distribution pursuant to Section 5.15.

     (c)  Following the occurrence of a Pay Out Event or Potential Pay Out
Event, the Trustee may, and at the direction of the Administrator shall, provide
written notice of such event to the Enhancement Providers, if any, in accordance
with the Enhancement Agreements and direct such Enhancement Providers to make
payments thereunder directly to the Trustee (for the benefit of the Secured
Parties in Series 2002-A).

     SECTION 5.21 Excess Funding Account.

     (a)  The Servicer has established and maintained and shall continue to
maintain, with a Qualified Institution, in the name of the Trustee, on behalf of
the Issuer, for the benefit of the Secured Parties, a segregated trust account
(the "Excess Funding Account"), bearing a designation clearly indicating that
the funds deposited therein are held for the benefit of such Secured Parties.
The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Excess Funding Account and in all proceeds thereof. The
Excess Funding Account shall be under the sole dominion and control of the
Trustee for the benefit of the Secured Parties, and the Trustee shall be the
entitlement holder of the Excess Funding Account. If at any time the institution
holding the Excess Funding Account ceases to be a Qualified Institution, the
Trustee shall notify each Rating Agency and within ten (10) Business Days
establish a new Excess Funding Account meeting the conditions specified above
with a Qualified Institution, and shall transfer any cash or any investments to
such new Excess Funding Account. The Trustee, at the direction of the Servicer,
shall (i) make withdrawals from the Excess Funding Account from time to time for
the purposes set forth in subsection 5.11(b) and any comparable provision of any
other Series Supplement and (ii) make deposits into the Excess Funding Account
as specified in subsection 5.11(b) and any comparable provision of any other
Series Supplement.

     (b)  Funds on deposit in the Excess Funding Account shall be invested by
the Trustee (at the Servicer's written discretion) in Permitted Investments.
Funds on deposit in the Excess Funding Account on any Series Transfer Date,
after giving effect to any withdrawals that day, shall be invested in Permitted
Investments that will mature so that such funds will be available for withdrawal
on or before the next Series Transfer Date. The Trustee shall:

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<PAGE>

          (i)  hold each Permitted Investment (other than such as are described
     in clause (c) of the definition thereof) that constitutes investment
     property through a securities intermediary, which securities intermediary
     shall (I) agree that such investment property shall at all times be
     credited to a securities account of which the Trustee is the entitlement
     holder, (II) comply with entitlement orders originated by the Trustee
     without the further consent of any other person or entity, (III) agree that
     all property credited to such securities account shall be treated as a
     financial asset, (IV) waive any lien on, security interest in, or right of
     set-off with respect to any property credited to such securities account,
     and (V) agree that its jurisdiction for purposes of Sections 8-110 and
     Section 9-305(a)(3) of the UCC shall be New York, and that such agreement
     shall be governed by the laws of the State of New York; and

          (ii)  maintain for the benefit of the Secured Parties, possession or
     control of each other Permitted Investment (including any negotiable
     instruments, if any, evidencing such Permitted Investments) not described
     in clause (i) above (other than such as are described in clause (c) of the
     definition thereof); provided that no Permitted Investment shall be
     disposed of prior to its maturity date if such disposition would result in
     a loss. Terms used in clause (i) above that are defined in the New York UCC
     and not otherwise defined herein shall have the meaning set forth in the
     New York UCC.

     (c)  All interest and earnings (net of losses and investment expenses)
accrued on funds on deposit in the Excess Funding Account to the extent
allocable to this Series shall be treated as Collections, deposited into the
Finance Charge Account and applied in accordance with the Indenture.

     SECTION 5.22 Payment of Fees. If on any Payment Date (a) the Notes are not
allocated any Collections because the Investor Interest is zero and (b) any
Noteholders are owed Additional Amounts on the amount of Notes that the Conduit
Purchaser has committed to purchase but has not been purchased, then such
Additional Amounts shall be paid from amounts otherwise payable to the Issuer.

     SECTION 8.   Article 6 of the Base Indenture. Article 6 of the Base
Indenture shall read in its entirety as follows and shall be applicable only to
the Noteholders and the Enhancement Providers, if any:

                                    ARTICLE 6

                            DISTRIBUTIONS AND REPORTS
                            -------------------------

     SECTION 6.1  Distributions.

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<PAGE>

          (a)  On each Payment Date, the Trustee shall distribute (in accordance
with the Monthly Servicer Report delivered by the Servicer on or before the
related Series Transfer Date pursuant to subsection 2.09(a) of the Servicing
Agreement) to each Noteholder of record on the immediately preceding Record Date
(other than as provided in Section 12.5 respecting a final distribution), such
Noteholder's pro rata share (based on the aggregate Investor Interests
represented by the Notes held by such Noteholder) of the amounts on deposit in
the Payment Account that are payable to the Noteholders pursuant to Section 5.15
by wire transfer to an account designated by such Noteholders, except that, with
respect to Notes registered in the name of the nominee of a Clearing Agency,
such distribution shall be made in immediately available funds.

          (b)  Notwithstanding anything to the contrary contained in the Base
Indenture or this Series Supplement, if the amount distributable in respect of
principal on the Notes on any Payment Date is less than one dollar, then no such
distribution of principal need be made on such Payment Date.

     SECTION 6.2  Monthly Noteholders' Statement.

          (a)  On or before each Payment Date, the Trustee shall forward to each
Noteholder, with respect to each Noteholder's interest and to each Rating Agency
and Notice Person a statement substantially in the form of Exhibit B hereto
prepared by the Servicer and delivered to the Trustee on the preceding
Determination Date and setting forth, among other things, the following
information:

               (i)   the total amount distributed to the Noteholders;

               (ii)  the amount of such distribution allocable to Monthly
          Principal;

               (iii) the amount of such distribution allocable to Trustee and
          Back-Up Servicer Fees and Expenses, Monthly Interest, Deficiency
          Amounts, Additional Interest and Additional Amounts, respectively;

               (iv)  the amount of Collections of Principal Receivables received
          during the related Monthly Period and allocated in respect of the
          Notes;

               (v)   the amount of Recoveries, premium refunds and Collections
          of Finance Charges received during the related Monthly Period and
          allocated in respect of the Notes;

               (vi)  the aggregate Outstanding Principal Balance of the
          Receivables, the Issuer Interest, the Investor Interest, the Floating
          Investor Percentage and the Fixed Investor Percentage as of the end of
          the preceding Monthly Period;

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<PAGE>

               (vii)   the aggregate Outstanding Principal Balance of
          Receivables, including earned and unearned Finance Charges, but
          excluding bankrupt accounts and accounts in repossession, which were
          1-30 days, 31-60 days, 61-90 days, 91-120 days, 121-180 days and more
          than 180 days delinquent, respectively as of the end of the preceding
          Monthly Period;

               (viii)  the Net Portfolio Yield, Portfolio Yield, Portfolio Yield
          Adjuster, Payment Rate, Gross Loss Rate, Gross Loss Adjuster, Dilution
          Adjuster, Dilution Rate and the Aggregate Investor Default Amount as
          of the end of the preceding Monthly Period;

               (ix)    the aggregate amount of Investor Charge-Offs and other
          reductions in the absence of principal distributions on the Investor
          Interests for such Series Transfer Date;

               (x)     the aggregate amount of Investor Charge-Offs and other
          reductions in the absence of principal distributions on the Investor
          Interests deemed to have been reimbursed on such Series Transfer Date;

               (xi)    the Note Principal as of the end of the day on the
          Payment Date;

               (xii)   Increases and Decreases in the Notes during the related
          Interest Period, and the average daily balance of the Notes for the
          related Interest Period;

               (xiii)  the amount of the Servicing Fee and the Investor
          Percentage of the Servicing Fee for such Series Transfer Date;

               (xiv)   the Note Rate for the Interest Period ending on the day
          before such Payment Date;

               (xv)    the amount of Available Funds on deposit in the Finance
          Charge Account on the related Series Transfer Date;

               (xvi)   the date on which the Rapid Amortization Period
          commenced, if applicable;

               (xvii)  the Cash Option Amount, if any;

               (xviii) the Minimum Issuer Interest, Available Issuer Interest
          and Aggregate Net Investor Charge-Offs, if any, as of the end of the
          preceding Monthly Period;

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<PAGE>

               (xix) the aggregate Outstanding Principal Balance of all
          Receivables the final maturity date of which has been extended by up
          to six months, more than six months to twelve months and more than
          twelve months, respectively, as of the end of the preceding Monthly
          Period;

               (xx)  the aggregate amount of reductions of the Outstanding
          Principal Balance of the Receivables as a result of cancellations of
          service maintenance contracts and credit insurance during the related
          Monthly Period; and

               (xxi) the aggregate Outstanding Principal Balance of all
          Receivables any Obligor of which is an Opportunity Customer as of the
          end of the preceding Monthly Period.

          (b)  Annual Noteholders' Tax Statement. To the extent required by the
Code, on or before January 31 of each calendar year, beginning with the calendar
year 2003, the Trustee shall distribute to each Person who at any time during
the preceding calendar year was a Noteholder, a statement prepared by the
Trustee containing the information required to be contained in the regular
monthly report to Noteholders, as set forth in subclauses (i), (ii) and (iii)
above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Noteholder, together with such other customary
information (consistent with the treatment of the Notes as debt). Such
obligations of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time in effect.

     SECTION 9.   Series 2002-A Pay Out Events. If any one of the following
events (a "Series 2002-A Pay Out Event") shall occur with respect to the Notes:

          (a)  failure on the part of the Issuer (i) to pay any amount described
in clauses (i)-(vi) of the definition of Required Amount or to make any payment
or deposit required by the terms of this Series Supplement, the Note Purchase
Agreement or any other Transaction Document, on or before the date two (2)
Business Days after the date on which such payment or deposit is required to be
made herein or therein (or, in the case of a deposit to be made with respect to
any Monthly Period, by the related Payment Date), or (ii) duly to observe or
perform in any respect any other covenants or agreements of the Issuer set forth
in this Series Supplement, the Note Purchase Agreement or any other Transaction
Document which failure, solely in the case of this clause (ii), continues
unremedied for a period of thirty (30) Business Days after the Issuer has
knowledge thereof, or after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to the Issuer by the
Administrator, Servicer or any Noteholder; provided, however, that a Series
2002-A Pay Out Event pursuant to this subsection 9(a) shall not be deemed to
have occurred hereunder if such Series 2002-A Pay Out Event is the result of a
breach of a representation, warranty, statement or certificate with respect

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<PAGE>

to any Receivable, and the Servicer has received a Deemed Collection in
connection therewith, in an amount equal to the Outstanding Principal Balance of
such Receivable and all accrued and unpaid interest thereon for application in
accordance with Article 5 of the Base Indenture as modified by this Series
Supplement;

          (b)  any representation or warranty made by the Issuer in this Series
Supplement, the Note Purchase Agreement or any other Transaction Document or any
information delivered by the Issuer pursuant thereto shall prove to have been
incorrect in any respect when made or when delivered which, solely to the extent
such incorrect representation or warranty may be cured without any actual or
potential detriment to any Secured Party, continues unremedied for a period of
thirty (30) Business Days after the date on which the Issuer has knowledge
thereof or on which written notice thereof, requiring the same to be remedied,
shall have been given to the Issuer by the Administrator, Servicer or any
Noteholder; provided, however, that a Series 2002-A Pay Out Event pursuant to
this subsection 9(b) shall not be deemed to have occurred hereunder if such
Series 2002-A Pay Out Event is the result of a breach of a representation,
warranty, statement or certificate with respect to any Receivable, and the
Servicer has received a Deemed Collection in connection therewith, in an amount
equal to the Outstanding Principal Balance of such Receivable and all accrued
and unpaid interest thereon for application in accordance with Article 5 of the
Base Indenture as modified by this Series Supplement;

          (c)  the Issuer, any Seller, the Initial Seller or CAI shall become
the subject of any Event of Bankruptcy or voluntarily suspend payment of its
obligations; or the Issuer shall become unable for any reason (other than by
reason of a determination by one or more Sellers not to sell receivables to the
Issuer pursuant to the Purchase Agreement) to pledge Receivables to the Trustee
in accordance with the provisions of this Series Supplement;

          (d)  the Issuer, any Seller, the Initial Seller or CAI shall become an
"investment company" within the meaning of the Investment Company Act of 1940,
as amended;

          (e)  any Servicer Default (other than a Servicer Default specified in
clause (e), (h), (i) or (j) of Section 2.04 of the Servicing Agreement) shall
occur, or a Servicer Default specified in clause (e), (h), (i) or (j) of Section
2.04 of the Servicing Agreement shall occur and not be cured within ten (10)
days after the earlier of discovery by the Servicer or the date on which written
notice of such Servicer Default, requiring the same to be remedied, shall have
been given to the Servicer by the Issuer or any Noteholder;

          (f)  on the close of the Issuer's business on the last day of any
Monthly Period, the Net Portfolio Yield averaged over any three consecutive
Monthly Periods is less than 2.00%;

          (g)  an Event of Default;

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<PAGE>

          (h)  on any date of determination the Gross Loss Rate shall be equal
to or exceed 10.0% on a rolling three-month average basis;

          (i)  a Pay Out Event occurs under any other Series (unless such Pay
Out Event is solely as a result of an "Enhancement Provider Default" under such
other Series or the downgrade of the rating of the "Enhancement Provider" of
such other Series);

          (j) at any time CAI is the Servicer, any event of default (not cured
or waived within ten (10) Business Days) under (A) the Retailer Credit
Agreement, (B) any inventory financing agreement between any lender and the
Servicer, the Parent, any Seller or the Initial Seller, or (C) any indenture,
credit or loan agreement or other agreement or instrument of any kind pursuant
to which Indebtedness of the Servicer, the Parent, any Seller or the Initial
Seller in an aggregate principal amount in excess of $1,000,000 is outstanding
or by which the same is evidenced, shall have occurred and be continuing;

          (k) the Trustee shall, for any reason, fail or cease to have a valid
and perfected first priority security interest in the Receivables and Related
Security, and any other Issuer assets in the Trust Estate free and clear of any
Adverse Claims (and, solely with respect to the Collections and proceeds with
respect to the foregoing or other proceeds of any item of collateral described
above, to the extent provided in Section 9-315 of the UCC);

          (l) the Coverage Test is not satisfied or the Required Reserve Amount
cannot increase as a result of the limitation in the second proviso in the
definition thereof and in either case such condition continues unremedied for
three (3) Business Days;

          (m) the imposition of (i) non de-minimis tax liens against the
Issuer, (ii) tax liens against any Seller or the Initial Seller unless such lien
would not have a Material Adverse Effect and has been released within thirty
(30) days of the earlier of (a) the date such Seller or the Initial Seller has
knowledge of the imposition of such tax lien or (b) the date on which such
Seller or the Initial Seller receives notice of the imposition of such tax lien,
and (iii) ERISA liens against the Issuer, the Initial Seller or any Seller;

          (n) there shall have occurred a Change in Control;

          (o) the Servicer shall become unable for any reason to transfer the
Collections on, or other proceeds of, Receivables to the Issuer in accordance
with the provisions of this Series Supplement;

          (p) the occurrence and continuation of a Purchase Termination Event
under and as defined in the Purchase Agreement;

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<PAGE>

          (q) the failure of the Issuer to pay when due any amount due with
respect to any Indebtedness to which it is a party (other than Issuer
Obligations);

          (r) the Payment Rate shall be less than or equal to 3.0% for any
Monthly Period; or

          (s) an Enhancement Provider Default shall have occurred and be
continuing; or

          (t) if SunTrust Bank (or any Affiliate thereof) is the Servicer
Letter of Credit Bank, the Available Issuer Interest is less than the principal
of, and interest on, any unreimbursed draws under the Servicer Letter of Credit;

then, (i) in the case of any event described in subparagraph (a), (b), (e), (h),
(j), (k), (l), (m), (n), (p), (q), (r), (s) or (t) after the applicable grace
period, if any, set forth in such subparagraphs, any Notice Person by notice
then given in writing to the Issuer and the Servicer may declare that the Rapid
Pay Out Commencement Date has occurred as of the date of such notice and (ii) in
the case of an event described in subparagraphs (c), (d), (f), (g), (i) or (o)
or, three (3) Business Days following the occurrence and continuation of an
event described in subparagraph (l), the Rapid Pay Out Commencement Date shall
occur without any notice or other action on the part of any party hereto
immediately upon the occurrence of such event.

          Notwithstanding anything to the contrary in the Base Indenture, no
Series 2002-A Pay Out Event may be amended, waived or deleted, and no new Series
2002-A Series Pay Out Event may be added, without the prior consent of the
Required Persons for Series 2002-A.

     SECTION 10.  Article 7 of the Base Indenture. Article 7 of the Base
Indenture shall read in its entirety as follows:

                                    ARTICLE 7

                  REPRESENTATIONS AND WARRANTIES OF THE ISSUER

     SECTION 7.1  Representations and Warranties of the Issuer. The Issuer
hereby represents and warrants to the Trustee and each of the Secured Parties
that:

          (a)  Organization and Good Standing, etc. The Issuer has been duly
organized and is validly existing and in good standing under the laws of its
state of Texas, with power and authority to own its properties and to conduct
its respective businesses as such properties are presently owned and such
business is presently conducted. The Issuer is not organized under the laws of
any other jurisdiction or governmental authority. The Issuer is duly licensed or
qualified to do business as a foreign entity in good standing in the
jurisdiction where its principal place of business and chief executive office is
located and in each other jurisdiction

                                       35

<PAGE>

in which the failure to be so licensed or qualified would be reasonably likely
to have a Material Adverse Effect.

          (b)  Power and Authority; Due Authorization. The Issuer has (a) all
necessary power, authority and legal right to (i) execute, deliver and perform
its obligations under this Indenture and each of the other Transaction Documents
to which it is a party and (b) duly authorized, by all necessary action, the
execution, delivery and performance of this Indenture and the other Transaction
Documents to which it is a party and the borrowing, and the granting of security
therefor, on the terms and conditions provided herein.

          (c)  No Violation. The consummation of the transactions contemplated
by this Indenture and the other Transaction Documents and the fulfillment of the
terms hereof will not (a) conflict with, result in any breach of any of the
terms and provisions of, or constitute (with or without notice or lapse of time
or both) a default under, (i) the organizational documents of the Issuer or (ii)
any indenture, loan agreement, pooling and servicing agreement, receivables
purchase agreement, mortgage, deed of trust, or other agreement or instrument to
which the Issuer is a party or by which it or its properties is bound, (b)
result in or require the creation or imposition of any Adverse Claim upon its
properties pursuant to the terms of any such indenture, loan agreement, pooling
and servicing agreement, receivables purchase agreement, mortgage, deed of
trust, or other agreement or instrument, other than pursuant to the terms of the
Transaction Documents, or (c) violate any law or any order, rule, or regulation
applicable to the Issuer or of any court or of any federal, state or foreign
regulatory body, administrative agency, or other governmental instrumentality
having jurisdiction over the Issuer or any of its respective properties.

          (d)  Validity and Binding Nature. This Indenture is, and the other
Transaction Documents to which it is a party when duly executed and delivered by
the Issuer and the other parties thereto will be, the legal, valid and binding
obligation of the Issuer enforceable in accordance with their respective terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors' rights generally
and by general principles of equity.

          (e)  Government Approvals. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body required for the due execution, delivery or performance by the
Issuer of any Transaction Document to which it is a party remains unobtained or
unfiled, except for the filing of the UCC financing statements referred to in
Section 15.4.

          (f)  [Reserved].

          (g)  Margin Regulations. The Issuer is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock, and no
proceeds with respect to the

                                       36

<PAGE>

sale of the Notes or any Increases thereto, directly or indirectly, will be used
for a purpose that violates, or would be inconsistent with, Regulations T, U and
X promulgated by the Federal Reserve Board from time to time.

          (h)  Perfection. (i) Immediately preceding the Closing Date and the
date of each recomputation of the Investor Interest, the Issuer shall be the
owner of all of the Receivables and Related Security and Collections and
proceeds with respect thereto, free and clear of all Adverse Claims. On or prior
to the Initial Closing Date and the date of each recomputation of the Investor
Interest, all financing statements and other documents required to be recorded
or filed in order to perfect and protect the assets of the Trust Estate against
all creditors (other than Secured Parties) of, and purchasers (other than
Secured Parties) from, the Issuer, each Seller and the Initial Seller will have
been (or will be within ten (10) days of the Initial Closing Date) duly filed in
each filing office necessary for such purpose, and all filing fees and taxes, if
any, payable in connection with such filings shall have been (or will be within
ten (10) days of the Initial Closing Date) paid in full;

               (ii)  the Indenture constitutes a valid grant of a security
          interest to the Trustee for the benefit of the Purchasers and the
          other Secured Parties in all right, title and interest of the Issuer
          in the Receivables, the Related Security and Collections and proceeds
          with respect thereto and all other assets of the Trust Estate, now
          existing or hereafter created or acquired. Accordingly, to the extent
          the UCC applies with respect to the perfection of such security
          interest, upon the filing of any financing statements described in
          Article 8 of the Indenture, and, solely with respect to the Related
          Security, to the extent required for perfection under the relevant
          UCC, the delivery of possession of all instruments, if any, included
          in such Related Security to the Servicer), the Trustee shall have a
          first priority perfected security interest in such property and the
          proceeds thereof (to the extent provided in Section 9-315), subject to
          Permitted Encumbrances and, to the extent the UCC does not apply to
          the perfection of such security interest, all notices, filings and
          other actions required by all applicable law have been taken to
          perfect and protect such security interest or lien against and prior
          to all Adverse Claims with respect to the relevant Receivables,
          Related Security and Collections and proceeds with respect thereto and
          all other assets of the Trust Estate. Except as otherwise specifically
          provided in the Transaction Documents, neither the Issuer nor any
          Person claiming through or under the Issuer has any claim to or
          interest in the Collection Account; and

               (iii) immediately prior to, and after giving effect to, the
          initial purchase of the Notes, the Issuer will be Solvent.

          (i)  Offices. The principal place of business and chief executive
office of the Issuer is located at the address referred to in Section 15.4 (or
at such other locations, notified to the Trustee in jurisdictions where all
action required thereby has been taken and completed).

                                       37

<PAGE>

          (j) Tax Status. The Issuer has filed all tax returns (Federal, State
and local) required to be filed by it and has paid or made adequate provision
for the payment of all taxes, assessments and other governmental charges then
due and payable (including for such purposes, the setting aside of appropriate
reserves for taxes, assessments and other governmental charges being contested
in good faith).

          (k) Use of Proceeds. No proceeds of any Notes will be used by the
Issuer to acquire any security in any transaction which is subject to Section 13
or 14 of the Securities Exchange Act of 1934, as amended.

          (l) Compliance with Applicable Laws; Licenses, etc.

               (i)  The Issuer is in compliance with the requirements of all
          applicable laws, rules, regulations, and orders of all governmental
          authorities, a breach of any of which, individually or in the
          aggregate, would be reasonably likely to have a Material Adverse
          Effect.

               (ii) The Issuer has not failed to obtain any licenses, permits,
          franchises or other governmental authorizations necessary to the
          ownership of its properties or to the conduct of its business, which
          violation or failure to obtain would be reasonably likely to have a
          Material Adverse Effect.

          (m) No Proceedings. Except as described in Schedule 1,

               (i)  there is no order, judgment, decree, injunction, stipulation
          or consent order of or with any court or other government authority to
          which the Issuer is subject, and there is no action, suit,
          arbitration, regulatory proceeding or investigation pending, or, to
          the knowledge of the Issuer, threatened, before or by any court,
          regulatory body, administrative agency or other tribunal or
          governmental instrumentality, against the Issuer that, individually or
          in the aggregate, is reasonably likely to have a Material Adverse
          Effect; and

               (ii) there is no action, suit, proceeding, arbitration,
          regulatory or governmental investigation, pending or, to the knowledge
          of the Issuer, threatened, before or by any court, regulatory body,
          administrative agency, or other tribunal or governmental
          instrumentality (A) asserting the invalidity of this Indenture, the
          Notes or any other Transaction Document, (B) seeking to prevent the
          issuance of the Notes pursuant hereto or the consummation of any of
          the other transactions contemplated by this Indenture or any other
          Transaction Document or (C) seeking to adversely affect the federal
          income tax attributes of the Issuer.

                                       38

<PAGE>

          (n) Investment Company Act, Etc. The Issuer is not an "investment
company" within the meaning of the Investment Company Act of 1940, as amended,
or a "holding company", or a "subsidiary company", of a "holding company", or an
"affiliate" of a "holding company", or of a "subsidiary company" of a "holding
company", within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

          (o) Eligible Receivables. Each Receivable included as an Eligible
Receivable in any Monthly Servicer Report shall be an Eligible Receivable as of
the date so included. Each Receivable, including Subsequently Purchased
Receivables, purchased by the Issuer on any Purchase Date shall be an Eligible
Receivable as of such Purchase Date unless otherwise specified to the Trustee in
writing prior to such Purchase Date.

          (p) Receivables Schedule. The Receivable File is a true and correct
schedule of the Receivables included in the Trust Estate.

          (q) ERISA. (i) Each of the Issuer and its ERISA Affiliates is in
compliance in all material respects with ERISA unless any failure to so comply
could not reasonably be expected to have a Material Adverse Effect and (ii) no
Lien exists in favor of the Pension Benefit Guaranty Corporation on any of the
Receivables. No ERISA Event has occurred with respect to Title IV Plans of the
Issuer. No ERISA Event has occurred with respect to Title IV plans of the
Issuer's ERISA Affiliates that have an aggregate Unfunded Pension Liability
equal to or greater than $1,000,000.

          (r) Accuracy of Information. All information heretofore furnished by,
or on behalf of, the Issuer to the Trustee or any of the Noteholders in
connection with any Transaction Document, or any transaction contemplated
thereby, is true and accurate in every material respect (without omission of any
information necessary to prevent such information from being materially
misleading).

          (s) No Material Adverse Change. Since January 31, 2002, there has
been no material adverse change in the collectibility of the Receivables or the
Issuer's (i) financial condition, business, operations or prospects or (ii)
ability to perform its obligations under any Transaction Document.

          (t) Trade Names and Subsidiaries. Set forth on Schedule 2 hereto is a
complete list of trade names of the Issuer for the six year period preceding the
Closing Date. The Issuer has no Subsidiaries and does not own or hold, directly
or indirectly, any equity interest in any Person.

          (u) Notes. The Notes have been duly and validly authorized, and, when
executed and authenticated in accordance with the terms of the Indenture, and
delivered to and paid for in accordance with each of the Note Purchase
Agreements, will be duly and validly issued and outstanding and will be entitled
to the benefits of the Indenture.

                                       39

<PAGE>

          (v) Sales by Sellers or the Initial Seller. (a) Each sale of
Receivables by any Seller or the Initial Seller to the Issuer shall have been
effected under, and in accordance with the terms of, the Purchase Agreement,
including the payment by the Issuer to such Seller or the Initial Seller of an
amount equal to the purchase price therefor as described in the Purchase
Agreement, and each such sale shall have been made for "reasonably equivalent
value" (as such term is used under Section 548 of the Federal Bankruptcy Code)
and not for or on account of "antecedent debt" (as such term is used under
Section 547 of the Federal Bankruptcy Code) owed by the Issuer to such Seller or
the Initial Seller.

     SECTION 7.2  Reaffirmation of Representations and Warranties by the Issuer.
On the Closing Date and on each Business Day, the Issuer shall be deemed to have
certified that all representations and warranties described in Section 7.1
hereof are true and correct on and as of such day as though made on and as of
such day (except to the extent they relate to an earlier date or later time, and
then as of such earlier date or later time).

     SECTION 11.  Redemption Provision.

          (a)  The Issuer shall (if able) redeem the Notes in full on the
Commitment Termination Date through a refinancing. The Issuer shall give notice
of its election to pay such Notes in accordance with the terms of the Base
Indenture and the Note Purchase Agreement prior to such redemption.

          (b)  The amount required to be deposited into the Payment Account in
connection with any redemption in full shall be equal to the sum of (i) the Note
Principal, plus (ii) accrued and unpaid the interest on the Notes through the
Payment Date on which the redemption occurs, plus (iii) any other amounts
(including, without limitation, accrued and unpaid Additional Amounts) payable
to the Noteholders pursuant to the Note Purchase Agreement, plus (iv) any
amounts payable to the Enhancement Providers, if any, pursuant to the
Enhancement Agreements, less (v) the amounts, if any, on deposit at such Payment
Date in the Payment Account for the payment of the foregoing amounts. Such
deposit shall be made not later than 1:00 p.m. New York City time on the
Redemption Date.

     SECTION 12.  Amendments and Waiver. Any amendment, waiver or other
modification to the Base Indenture, this Series Supplement or the Series
Supplement for any other VFN Series shall be subject to the restrictions
thereon, if applicable, in the Note Purchase Agreement and any Enhancement
Agreement.

     SECTION 13.  Counterparts. This Series Supplement may be executed in any
number of counterparts, and by different parties in separate counterparts, each
of which so executed shall be deemed to be an original, but all of such
counterparts shall together constitute but one and the same instrument.

                                       40

<PAGE>

     SECTION 14.  Governing Law. THIS SERIES 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. EACH OF THE
PARTIES TO THIS SERIES SUPPLEMENT AND EACH NOTEHOLDER HEREBY AGREES TO THE
NON-EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK AND ANY APPELLATE COURT HAVING JURISDICTION TO REVIEW THE
JUDGMENTS THEREOF. EACH OF THE PARTIES HERETO AND EACH NOTEHOLDER HEREBY WAIVES
ANY OBJECTION BASED ON FORUM NON CONVENIENS AND ANY OBJECTION TO VENUE OF ANY
ACTION INSTITUTED HEREUNDER IN ANY OF THE AFOREMENTIONED COURTS AND CONSENTS TO
THE GRANTING OF SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH
COURT.

     SECTION 15.  Waiver of Trial by Jury. To the extent permitted by applicable
law, each of the parties hereto and each of the Noteholders irrevocably waives
all right of trial by jury in any action, proceeding or counterclaim arising out
of or in connection with this Series Supplement or the Transaction Documents or
any matter arising hereunder or thereunder.

     SECTION 16.  No Petition. The Trustee, by entering into this Series
Supplement and each Noteholder, by accepting a Note hereby covenant and agree
that they will not prior to the date which is one year and one day after payment
in full of the last maturing Note of any Series and termination of the Indenture
institute against the Issuer, or join in any institution against the Issuer of,
any bankruptcy proceedings under any United States Federal or state bankruptcy
or similar law in connection with any obligations relating to the Noteholders,
the Servicing Agreement, the Base Indenture or this Series Supplement.

     SECTION 17.  Rights of the Trustee. The rights, privileges and immunities
afforded to the Trustee under the Base Indenture shall apply hereunder as if
fully set forth herein.

                            [signature page follows]

                                       41

<PAGE>

          IN WITNESS WHEREOF, the parties hereto have caused this Series
Supplement to be duly executed by their respective officers as of the day and
year first above written.

                                        CONN FUNDING II, L.P., as Issuer

                                        By: Conn Funding II GP, L.L.C.,
                                            its general partner


                                        By: /s/ David R. Atnip
                                           -------------------------------------
                                            Name:  David R. Atnip
                                            Title: Secretary/Treasurer


                                        WELLS FARGO BANK MINNESOTA, NATIONAL
                                        ASSOCIATION, not in its individual
                                        capacity, but solely as Trustee


                                        By: /s/ Marianna C. Stershic
                                           -------------------------------------
                                            Name:  Marianna C. Stershic
                                            Title: Vice President


                                       S-1              Series 2002-A Supplement

<PAGE>

                                                                       EXHIBIT A


                                     FORM OF
                               SERIES 2002-A NOTE

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY OTHER
JURISDICTION. THIS NOTE MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO A
PERSON THE TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT ("RULE 144A")) IN A TRANSACTION
MEETING THE REQUIREMENTS OF RULE 144A OR (2) IN A TRANSACTION OTHERWISE EXEMPT
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER JURISDICTION AND
BASED ON AN OPINION OF COUNSEL IF THE ISSUER OR TRANSFER AGENT AND REGISTRAR SO
REQUEST, IN EACH SUCH CASE, IN COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION. THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY TRANSFEREE
FROM IT OF THE RESALE RESTRICTIONS SET FORTH ABOVE.

BY ACQUIRING THIS NOTE, EACH PURCHASER WILL BE DEEMED TO HAVE REPRESENTED,
WARRANTED AND COVENANTED EITHER THAT (A) IT IS NOT AN "EMPLOYEE BENEFIT PLAN"
SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
("ERISA"), A "PLAN" DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, AN ENTITY DEEMED TO HOLD "PLAN ASSETS" OF ANY OF THE
FOREGOING BY REASON OF INVESTMENT BY AN "EMPLOYEE BENEFIT PLAN" OR "PLAN" IN
SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW THAT IS
SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR
SECTION 4975 OF THE CODE OR (B) ITS PURCHASE AND HOLDING OF THIS NOTE WILL NOT
RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE
CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR
APPLICABLE LAW).

THE INDENTURE (AS DEFINED BELOW) CONTAINS FURTHER RESTRICTIONS ON THE TRANSFER
AND RESALE OF THIS NOTE. EACH TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS
DEEMED TO HAVE ACCEPTED THIS NOTE, SUBJECT TO THE FOREGOING RESTRICTIONS ON
TRANSFERABILITY. IN ADDITION, EACH

                                       A-1              Series 2002-A Supplement

<PAGE>

TRANSFEREE OF THIS NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE
REPRESENTATIONS AND AGREEMENTS SET FORTH IN THE INDENTURE.
BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS
SET FORTH IN THE INDENTURE AND HEREIN.



                                       A-2              Series 2002-A Supplement

<PAGE>

REGISTERED

No. 1                                                               $250,000,000

                       SEE REVERSE FOR CERTAIN DEFINITIONS

          THE PRINCIPAL OF THIS NOTE MAY BE INCREASED AND DECREASED AS SPECIFIED
IN THE SERIES 2002-A SUPPLEMENT AND IS PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME
MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                              CONN FUNDING II, L.P.

        VARIABLE FUNDING ASSET BACKED FLOATING RATE NOTES, SERIES 2002-A

          Conn Funding II, L.P., a limited partnership organized and existing
under the laws of the State of Texas (herein referred to as the "Issuer"), for
value received, hereby promises to pay SunTrust Capital Markets, Inc., as the
Administrator for the Conduit Purchaser, or registered assigns, the principal
sum set forth above or such other principal sum set forth on Schedule A attached
hereto (which sum shall not exceed $250,000,000), payable on each Payment Date
after the end of the Revolving Period (as defined in the Series 2002-A
Supplement) in an amount equal to the Monthly Principal, as defined in Section
5.13 of the Series 2002-A Supplement, dated as of September 1, 2002 (as amended,
supplemented or otherwise modified from time to time, the "Series 2002-A
Supplement"), between the Issuer and the Trustee to the Base Indenture
(described below); provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on October 20, 2010 (the "Legal Final Payment
Date"). The Issuer will pay interest on this Note at the Note Rate (as defined
in the Series 2002-A Supplement) on each Payment Date until the principal of
this Note is paid or made available for payment, on the average daily
outstanding principal balance of this Note during the related Interest Period
(as defined in the Series 2002-A Supplement). Interest will be computed on the
basis set forth in the Indenture. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

          The Notes are subject to optional redemption in accordance with the
Indenture on or after any Payment Date on which the Investor Interest is reduced
to an amount less than or equal to 10% of the Initial Note Principal.

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

          Issuer hereby irrevocably authorizes the Administrator to enter on the
reverse hereof or on an attachment hereto the date and amount of each borrowing
and principal payment under and

                                       A-3              Series 2002-A Supplement

<PAGE>

in accordance with the Indenture. Issuer agrees that this Note, upon each such
entry being duly made, shall evidence the indebtedness of Issuer with the same
force and effect as if set forth in a separate Note executed by Issuer; provided
that such entry is recorded by the Transfer Agent and Registrar in the Note
Register.

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

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

                                       A-4              Series 2002-A Supplement

<PAGE>

          IN WITNESS WHEREOF, the Issuer, has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer as of the date set
forth below.

                                        CONN FUNDING II, L.P.

                                        By: Conn Funding II GP, L.L.C.,
                                            its general partner


                                        By:
                                           -------------------------------------
                                        Authorized Officer


Attested to:


By:
   -----------------------------
         Authorized Officer


                          CERTIFICATE OF AUTHENTICATION

          This is one of the Notes referred to in the within mentioned Series
2002-A Supplement.

                                        WELLS FARGO BANK MINNESOTA,
                                        NATIONAL ASSOCIATION, not in
                                        its individual capacity, but solely as
                                        Trustee


                                        By
                                          --------------------------------------
                                                   Authorized Officer


                                       A-5              Series 2002-A Supplement

<PAGE>

                               [REVERSE OF NOTE]

          This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Variable Funding Asset Backed Floating Rate Notes, Series
2002-A (herein called the "Notes"), all issued under the Series 2002-A
Supplement to the Base Indenture dated as of September 1, 2002 (such Base
Indenture, as supplemented by the Series 2002-A Supplement and supplements
relating to other series of notes, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and WELLS FARGO BANK MINNESOTA, NATIONAL
ASSOCIATION, as trustee (the "Trustee," which term includes any successor
Trustee under the Indenture), to which Indenture reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture shall
have the meanings assigned to them in or pursuant to the Indenture.

          Principal of the Notes will be payable on each Payment Date after the
end of the Revolving Period as described on the face hereof and may be prepaid
as set forth in the Indenture. "Payment Date" means the twentieth day of each
calendar month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing on October 21, 2002.

          All principal payments on the Notes shall be made pro rata to the
Noteholders entitled thereto.

          Subject to certain limitations set forth in the Indenture, payments of
interest on this Note due and payable on each Payment Date, together with the
installment of principal, if any, to the extent not in full payment of this
Note, shall be made by wire transfer in immediately available funds to the
Person whose name appears as the Noteholder on the Note Register as of the close
of business on each Record Date without requiring that this Note be submitted
for notation of payment. Any reduction in the principal amount of this Note
effected by any payments made on any Payment Date or date of prepayment shall be
binding upon all future Noteholders and of any Note issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
on Schedule A attached hereto. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Trustee, in the name
of and on behalf of the Issuer, will notify the Person who was the Holder hereof
as of the Record Date preceding such Payment Date by notice mailed prior to such
Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Trustee's principal Corporate
Trust Office or at the office of the Trustee's agent appointed for such purposes
located in the City of New York.

          On any redemption, purchase, exchange or cancellation of any of the
beneficial interests represented by this Note, details of such redemption,
purchase, exchange or cancellation shall be entered by the Paying Agent in
Schedule A hereto recording any such redemption, purchase, exchange or
cancellation. Upon any such redemption, purchase, exchange or cancellation, the

                                       A-6              Series 2002-A Supplement

<PAGE>

principal amount of this Note and the beneficial interests represented by the
Note shall be reduced or increased, as appropriate, by the principal amount so
redeemed, purchased, exchanged or cancelled.

          Each Noteholder, by acceptance of a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not prior to
the date which is one year and one day after the payment in full of the last
maturing note of any Series and the termination of the Indenture institute
against the Issuer or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings, under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Transaction Documents.

          Each Noteholder, by acceptance of a Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will treat such
Note as indebtedness for all Federal, state and local income and franchise tax
purposes.

          Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

          As provided in the Indenture, no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer under the Indenture,
including this Note, against any Seller, the Initial Seller, the Servicer, the
Trustee or any partner, owner, incorporator, beneficiary, beneficial owner,
agent, officer, director, employee, shareholder or agent of the Issuer, any
Seller, the Initial Seller, the Servicer or the Trustee except as any such
Person may have expressly agreed.

          The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the
Noteholders under the Indenture.

          The Notes are issuable only in registered form as provided in the
Indenture in denominations as provided in the Indenture, subject to certain
limitations therein set forth.

          This Note and the Indenture 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
and thereunder shall be determined in accordance with such laws.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note.

                                       A-7              Series 2002-A Supplement

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto _____________________________________

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints ____________, attorney, to transfer said Note on the books kept for
registration thereof, with full power of substitution in the premises.

Dated:                                                                       /1/
      --------------------------------         ---------------------------------
                                                           Signature Guaranteed:

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


----------
/1/  NOTE: The signature to this assignment must correspond with the name of the
     registered owner as it appears on the face of the within Note in every
     particular, without alteration, enlargement or any change whatsoever.

                                       A-8              Series 2002-A Supplement

<PAGE>

                                                                      SCHEDULE A

The following are borrowings, renewals and payments made under this Note of the
Issuer dated ________________:

                           Amount
                          Borrowed/               Date          Amount Paid
Loan Date  Renewal Date    Renewed      Due    Prin. Paid  Principal   Interest
--------- -------------- ----------- --------- ---------- ----------------------

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                       A-9              Series 2002-A Supplement

<PAGE>

                                                                       EXHIBIT B
                                                                       ---------

                     FORM OF MONTHLY NOTEHOLDERS' STATEMENT
                     --------------------------------------



                                       B-1              Series 2002-A Supplement


                 [Monthly Report to Noteholders Appears Here]

<PAGE>

                                    EXHIBIT C
                                    ---------

                          FORM OF TRANSFER CERTIFICATE
                          ----------------------------


To:  Wells Fargo Bank Minnesota, National Association,
     as Trustee and Registration and Transfer Agent
     MAC N9311-161
     6/th/ and Marquette
     Minneapolis, Minnesota 55479-0700
     Attention: Corporate Trust Services/Asset-Backed Administration

Re:  Conn Funding II, L.P.- Variable Funding Asset Backed
     Floating Rate Notes, Series 2002-A

               This Certificate relates to $250,000,000 principal amount of
Notes held in

               [ ] book-entry or
               [ ] definitive form

by _____________ (the "Transferor") issued pursuant to the Base Indenture, dated
as of September 1, 2002, between Conn Funding II, L.P., as Issuer, and Wells
Fargo Bank Minnesota, National Association, as Trustee (as amended, supplemented
or otherwise modified from time to time, the "Base Indenture") and the Series
2002-A Supplement thereto, dated as of September 1, 2002 (as amended,
supplemented or otherwise modified from time to time, the "Series Supplement"
and, together with the Base Indenture, the "Indenture"). Capitalized terms used
herein and not otherwise defined, shall have the meanings given thereto in the
Indenture.

               The Transferor has requested the Trustee by written order to
exchange or register the transfer of a Note or Notes.

               In connection with such request and in respect of each such Note,
the Transferor does hereby certify as follows:

               [ ] Such Note is being acquired for its own account.

               [ ] Such Note is being transferred pursuant to and in accordance
with Rule 144A under the Securities Act, and, accordingly, the Transferor
further certifies that the Series 2002-A Notes are being transferred to a Person
that the Transferor reasonably believes is purchasing the Series 2002-A Notes
for its own account, or for an account with respect to which such Person

                                       C-1              Series 2002-A Supplement

<PAGE>

exercises sole investment discretion, and such Person and such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A.
               [ ] Such Note is being transferred in reliance on and in
compliance with an exemption from the registration requirements of the
Securities Act, other than Rule 144A under the Securities Act, and in compliance
with other applicable state and federal securities laws and, if requested by the
Trustee, an opinion of counsel is being furnished simultaneously with the
delivery of this Certificate as required under Section 6 of the Series
Supplement. This Certificate and the statements contained therein are made for
your benefit and the benefit of the Issuer.


                                        [INSERT NAME OF TRANSFEROR]


                                        By:
                                        Name:
                                        Title:

Date:


                                       C-2              Series 2002-A Supplement

<PAGE>

                                                                      SCHEDULE 1
                                                                      ----------

                               LIST OF PROCEEDINGS
                               -------------------


                                      None.



                                  Schedule 1-1          Series 2002-A Supplement

<PAGE>

                                                                      SCHEDULE 2
                                                                      ----------

                               LIST OF TRADE NAMES
                               -------------------


                                      None.



                                  Schedule 2-1          Series 2002-A Supplement