<PAGE>

                                                                     Exhibit 4.3

                                                                [EXECUTION COPY]

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


               ______________________________________________


                              OMNIBUS AMENDMENT TO
                               SERIES SUPPLEMENTS

                          Dated as of December 31, 2001

               ______________________________________________

                        TYLER INTERNATIONAL FUNDING, INC.
                                   Transferor

                       FIRST NORTH AMERICAN NATIONAL BANK
                          Prior Transferor and Servicer

                                       and

                              BANKERS TRUST COMPANY
                                     Trustee

                       on behalf of the Certificateholders


               ______________________________________________

                      CIRCUIT CITY CREDIT CARD MASTER TRUST
               ______________________________________________


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

<PAGE>

                                TABLE OF CONTENTS
                                -----------------

<TABLE>
<CAPTION>

                                                                                  Page
                                                                                  ----
<S>                                                                               <C>
Section 1.        Omnibus Amendments to the Series Supplements .................     2

Section 2.        Amendments to the Series 1996-1 Supplement ...................     2

Section 3.        Amendments to the Series 1998-2 Supplement ...................     4

Section 4.        Amendments to the Series 2000-1 Supplement ...................     5

Section 5.        Amendments to the Series 2000-2 Supplement ...................     6

Section 6.        Amendments to the Series 2001-1 Supplement ...................     8

Section 7.        Counterparts .................................................     9

Section 8.        Governing Law ................................................     9
</TABLE>

                                        i



<PAGE>

               OMNIBUS AMENDMENT TO SERIES SUPPLEMENTS, dated as of December 31,
2001 (this "Amendment"), among TYLER INTERNATIONAL FUNDING, INC., a Delaware
            ---------
corporation ("Tyler Funding"), as Transferor (in such capacity, the
              -------------
"Transferor"), FIRST NORTH AMERICAN NATIONAL BANK, a national banking
 ----------
association (the "Bank"), as Transferor under the Prior Agreement (as defined
                  ----
below) (in such capacity, the "Prior Transferor") and as Servicer (in such
                               ----------------
capacity, the "Servicer"), and BANKERS TRUST COMPANY (together with its
               --------
successors in trust thereunder as provided in the Restated Agreement referred to
below, the "Trustee"), as trustee under the Amended and Restated Master Pooling
            -------
and Servicing Agreement, dated as of December 31, 2001 (as amended, supplemented
or otherwise modified and in effect from time to time, the "Restated
                                                            --------
Agreement"), among the Transferor, the Prior Transferor, the Servicer and the
---------
Trustee, as supplemented by the Series Supplements referred to below.

                              PRELIMINARY STATEMENT

               The Bank, as Transferor and Servicer, and the Trustee previously
entered into (i) a Master Pooling and Servicing Agreement dated as of October 4,
1994, as amended (the "Prior Agreement") for the purpose of creating the Circuit
                       ---------------
City Credit Card Master Trust (the "Trust"), (ii) a Series 1996-1 Supplement
                                    -----
dated as of November 27, 1996 to the Prior Agreement (as amended, the "Series
                                                                       ------
1996-1 Supplement") for the purpose of authorizing the issuance, authentication
-----------------
and delivery by the Trust of the Series 1996-1 Certificates (as defined in the
Series 1996-1 Supplement), (iii) a Series 1998-2 Supplement dated as of November
12, 1998 to the Prior Agreement (as amended, the "Series 1998-2 Supplement") for
                                                  ------------------------
the purpose of authorizing the issuance, authentication and delivery by the
Trust of the Series 1998-2 Certificates (as defined in the Series 1998-2
Supplement), (iv) a Series 2000-1 Supplement dated as of February 28, 2000 to
the Prior Agreement (the "Series 2000-1 Supplement") for the purpose of
                          ------------------------
authorizing the issuance, authentication and delivery by the Trust of the Series
2000-1 Certificates (as defined in the Series 2000-1 Supplement), (v) a Series
2000-2 Supplement dated as of November 29, 2000 to the Prior Agreement (the
"Series 2000-2 Supplement") for the purpose of authorizing the issuance,
 ------------------------
authentication and delivery by the Trust of the Series 2000-2 Certificates (as
defined in the Series 2000-2 Supplement) and (vi) a Series 2001-1 Supplement
dated as of February 27, 2001 to the Prior Agreement (the "Series 2001-1
                                                           -------------
Supplement" and, collectively with the Series 1996-1 Supplement, the Series
----------
1998-2 Supplement, the Series 2000-1 Supplement and the Series 2000-2
Supplement, the "Series Supplements") for the purpose of authorizing the
                 ------------------
issuance, authentication and delivery by the Trust of the Series 2001-1
Certificates (as defined in the Series 2001-1 Supplement). The Transferor, the
Prior Transferor, the Servicer and the Trustee are entering into the Restated
Agreement simultaneously herewith and desire to enter into this Amendment for
the purpose of substituting Tyler Funding for the Bank as Transferor under the
Series Supplements and further amending the Series Supplements as set forth
herein.

               Section 13.1(b) of the Prior Agreement provides that the
Servicer, the Prior Transferor and the Trustee, without the consent of any of
the Certificateholders, may amend from time to time any Supplement, subject to
satisfaction of the conditions precedent set forth therein. All terms used in
this Amendment that are defined in the Restated Agreement or the applicable
Series Supplement have the meanings assigned to them therein, except to the
extent such terms are amended or modified in this Amendment.

<PAGE>

               In consideration of the mutual agreements contained herein, each
party agrees as follows for the benefit of the other parties and for the benefit
of the Certificateholders:

                Section 1. Omnibus Amendments to the Series Supplements.
                           --------------------------------------------

               (a) Each Series Supplement is hereby amended by substituting
Tyler Funding for the Bank as Transferor under such Series Supplement.

               (b) Except where the context requires otherwise or where
expressly amended herein, references to the "Transferor" in each Series
Supplement shall be deemed to be references to Tyler Funding in such capacity
and not to the Bank.

               (c) Except where the context requires otherwise or where
expressly amended herein, references to the "Agreement" in each Series
Supplement shall be deemed to be references to the Restated Agreement.

               (d) Each Series Supplement is hereby amended by deleting each
reference to "Discount Option Receivable Collections" in such Series Supplement
and substituting "Discount Collections" therefor.

               (e) Each Series Supplement is hereby amended by deleting each
reference to "Due Period" in such Series Supplement and substituting "Collection
Period" therefor.

               (f) Section 2 of each Series Supplement is hereby amended by
adding the following defined term:

               ""Bank" shall mean First North American National Bank, a national
                 ----
         banking association, and any successor thereto."

               (g) Section 2 of each Series Supplement is hereby amended by
deleting the defined term "Series Minimum Transferor Amount" therefrom.

               Section 2. Amendments to the Series 1996-1 Supplement.
                          ------------------------------------------

               (a) Section 2 of the Series 1996-1 Supplement is amended by
amending and restating the following definitions in their entirety:

               ""Class B Interest Rate Cap" shall mean (i) the master agreement
                 -------------------------
         dated as of November 25, 1996 between the Bank and the Interest Rate
         Cap Provider, as supplemented by the schedule attached thereto (or any
         master agreement and schedule thereto entered into between the
         Transferor and the Interest Rate Cap Provider with prior written notice
         to the Rating Agencies) and (ii) the confirmation dated as of November
         25, 1996 between the Bank (or the Transferor as assignee of the Bank)
         and the Interest Rate Cap Provider, relating to the Class B
         Certificates and for the exclusive benefit of the Class B
         Certificateholders, or any Replacement Interest Rate Cap or Qualified
         Substitute Arrangement."

                                       2

<PAGE>

               (b)  Section 10 of the Series 1996-1 Supplement is amended by
amending and restating clause(c) thereof in its entirety to read as follows:

                    "(c) the Transferor, the Bank or Circuit City shall consent
               to the appointment of a trustee, conservator, receiver,
               liquidator, custodian or other similar official in any
               bankruptcy, insolvency, readjustment of debt, marshalling of
               assets and liabilities, receivership, conservatorship or similar
               proceedings of or relating to the Transferor, the Bank or Circuit
               City or of or relating to all or substantially all of its
               property; or a decree or order of a court or agency or
               supervisory authority having jurisdiction in the premises for the
               appointment of a trustee, conservator, receiver, liquidator,
               custodian or other similar official in any bankruptcy,
               insolvency, readjustment of debt, marshalling of assets and
               liabilities, receivership, conservatorship or similar
               proceedings, or for the winding-up or liquidation of its affairs,
               shall have been entered against the Transferor, the Bank or
               Circuit City and such decree or order shall have remained in
               force undischarged or unstayed for a period of 30 days; any of
               the Transferor, the Bank or Circuit City shall admit in writing
               its inability to pay its debts generally as they become due, file
               a petition to take advantage of any applicable bankruptcy,
               insolvency, receivership, conservatorship or reorganization
               statute, make an assignment for the benefit of its creditors or
               voluntarily suspend payment of its obligations; an involuntary
               proceeding shall be commenced or an involuntary petition shall be
               filed with respect to the Transferor, the Bank or Circuit City in
               a court of competent jurisdiction seeking to take advantage of
               any applicable bankruptcy, insolvency, receivership,
               conservatorship or reorganization statute and such proceeding or
               petition shall continue undismissed for 60 days; or the Bank
               shall become unable for any reason to transfer Receivables to the
               Transferor in accordance with the provisions of the Receivables
               Purchase Agreement or the Transferor shall become unable for any
               reason to transfer Receivables to the Trust in accordance with
               the provisions of the Agreement;"

               (c)  Section 10 of the Series 1996-1 Supplement is further
amended by deleting "or" at the end of clause (i), adding "or" at the end of
clause (j) and adding the following clause (k):

                    "(k) the Receivables Purchase Agreement shall be
terminated;"

               (d)  The Series 1996-1 Supplement as amended by this Amendment is
hereby incorporated by reference and forms a part of this instrument with the
same force and effect as if set forth in full herein. In the event that any term
or provision contained herein, to the extent such term or provision relates to
the Series 1996-1 Supplement, shall conflict or be inconsistent with any term or
provision contained in the Series 1996-1 Supplement, the terms and provisions of
this Amendment shall govern. After the date hereof, any reference to the Series
1996-1 Supplement shall mean the Series 1996-1 Supplement as amended by this
Amendment. As amended by this Amendment, the Series 1996-1 Supplement is in all
respects ratified and confirmed, and the Series 1996-1 Supplement and this
Amendment, to the extent this Amendment relates to the Series 1996-1 Supplement,
shall be read, taken and construed as one and the same instrument.

                                        3

<PAGE>

               Section 3. Amendments to the Series 1998-2 Supplement.
                          ------------------------------------------

               (a)  Section 10 of the Series 1998-2 Supplement is amended by
amending and restating clauses (c), (j) and (l) thereof in their entirety to
read as follows:

                    "(c) the Transferor, the Bank or Circuit City shall consent
               to the appointment of a trustee, conservator, receiver,
               liquidator, custodian or other similar official in any
               bankruptcy, insolvency, readjustment of debt, marshaling of
               assets and liabilities, receivership, conservatorship or similar
               proceedings of or relating to the Transferor, the Bank or Circuit
               City or of or relating to all or substantially all of its
               property; or a decree or order of a court or agency or
               supervisory authority having jurisdiction in the premises for the
               appointment of a trustee, conservator, receiver, liquidator,
               custodian or other similar official in any bankruptcy,
               insolvency, readjustment of debt, marshaling of assets and
               liabilities, receivership, conservatorship or similar
               proceedings, or for the winding-up or liquidation of its affairs,
               shall have been entered against the Transferor, the Bank or
               Circuit City and such decree or order shall have remained in
               force undischarged or unstayed for a period of 30 days; any of
               the Transferor, the Bank or Circuit City shall admit in writing
               its inability to pay its debts generally as they become due, file
               a petition to take advantage of any applicable bankruptcy,
               insolvency, receivership, conservatorship or reorganization
               statute, make an assignment for the benefit of its creditors or
               voluntarily suspend payment of its obligations; an involuntary
               proceeding shall be commenced or an involuntary petition shall be
               filed with respect to the Transferor, the Bank or Circuit City in
               a court of competent jurisdiction seeking to take advantage of
               any applicable bankruptcy, insolvency, receivership,
               conservatorship or reorganization statute and such proceeding or
               petition shall continue undismissed for 60 days; or the Bank
               shall become unable for any reason to transfer Receivables to the
               Transferor in accordance with the provisions of the Receivables
               Purchase Agreement or the Transferor shall become unable for any
               reason to transfer Receivables to the Trust in accordance with
               the provisions of the Agreement;"

                    "(j) the Receivables Purchase Agreement shall be
               terminated;"

                    "(l) Circuit City shall fail to own, directly or indirectly,
               a majority of the capital stock of the Transferor and a majority
               of the capital stock of the Bank; or;"

               (b)  The Series 1998-2 Supplement as amended by this Amendment is
hereby incorporated by reference and forms a part of this instrument with the
same force and effect as if set forth in full herein. In the event that any term
or provision contained herein, to the extent such term or provision relates to
the Series 1998-2 Supplement, shall conflict or be inconsistent with any term or
provision contained in the Series 1998-2 Supplement, the terms and provisions of
this Amendment shall govern. After the date hereof, any reference to the Series
1998-2 Supplement shall mean the Series 1998-2 Supplement as amended by this
Amendment. As amended by this Amendment, the Series 1998-2 Supplement is in all
respects ratified and confirmed, and the Series 1998-2 Supplement and this
Amendment, to the extent this

                                        4

<PAGE>

Amendment relates to the Series 1998-2 Supplement, shall be read, taken and
construed as one and the same instrument.

               Section 4. Amendments to the Series 2000-1 Supplement.
                          ------------------------------------------

               (a)  Section 2 of the Series 2000-1 Supplement is amended by
amending and restating the following definitions in their entirety:

               ""Class A Interest Rate Cap" shall mean (i) the master agreement
                 -------------------------
         dated as of February 25, 2000 between the Bank and the Interest Rate
         Cap Provider, as supplemented by the schedule attached thereto (or any
         master agreement and schedule thereto entered into between the
         Transferor and the Interest Rate Cap Provider with prior written notice
         to the Rating Agencies) and (ii) the confirmation dated as of February
         25, 2000 between the Bank (or the Transferor as assignee of the Bank)
         and the Interest Rate Cap Provider, relating to the Class A
         Certificates and for the exclusive benefit of the Class A
         Certificateholders, or any Replacement Interest Rate Cap or Qualified
         Substitute Arrangement."

               ""Class B Interest Rate Cap" shall mean (i) the master agreement
                 -------------------------
         dated as of February 25, 2000 between the Bank and the Interest Rate
         Cap Provider, as supplemented by the schedule attached thereto (or any
         master agreement and schedule thereto entered into between the
         Transferor and the Interest Rate Cap Provider with prior written notice
         to the Rating Agencies) and (ii) the confirmation dated as of February
         25, 2000 between the Bank (or the Transferor as assignee of the Bank)
         and the Interest Rate Cap Provider, relating to the Class B
         Certificates and for the exclusive benefit of the Class B
         Certificateholders, or any Replacement Interest Rate Cap or Qualified
         Substitute Arrangement."

               (b)  Section 10 of the Series 2000-1 Supplement is amended by
amending and restating clause (c) thereof in its entirety to read as follows:

                    "(c) the Transferor, the Bank or Circuit City shall consent
               to the appointment of a trustee, conservator, receiver,
               liquidator, custodian or other similar official in any
               bankruptcy, insolvency, readjustment of debt, marshalling of
               assets and liabilities, receivership, conservatorship or similar
               proceedings of or relating to the Transferor, the Bank or Circuit
               City or of or relating to all or substantially all of its
               property; or a decree or order of a court or agency or
               supervisory authority having jurisdiction in the premises for the
               appointment of a trustee, conservator, receiver, liquidator,
               custodian or other similar official in any bankruptcy,
               insolvency, readjustment of debt, marshalling of assets and
               liabilities, receivership, conservatorship or similar
               proceedings, or for the winding-up or liquidation of its affairs,
               shall have been entered against the Transferor, the Bank or
               Circuit City and such decree or order shall have remained in
               force undischarged or unstayed for a period of 30 days; any of
               the Transferor, the Bank or Circuit City shall admit in writing
               its inability to pay its debts generally as they become due, file
               a petition to take advantage of any applicable bankruptcy,
               insolvency, receivership, conservatorship or reorganization
               statute, make an

                                        5

<PAGE>

              assignment for the benefit of its creditors or voluntarily suspend
              payment of its obligations; an involuntary proceeding shall be
              commenced or an involuntary petition shall be filed with respect
              to the Transferor, the Bank or Circuit City in a court of
              competent jurisdiction seeking to take advantage of any applicable
              bankruptcy, insolvency, receivership, conservatorship or
              reorganization statute and 1such proceeding or petition shall
              continue undismissed for 60 days; or the Bank shall become unable
              for any reason to transfer Receivables to the Transferor in
              accordance with the provisions of the Receivables Purchase
              Agreement or the Transferor shall become unable for any reason to
              transfer Receivables to the Trust in accordance with the
              provisions of the Agreement;"

              (c) Section 10 of the Series 2000-1 Supplement is further amended
by deleting "or" at the end of clause (g), adding "or" at the end of clause (h)
and adding the following clause (i):

                  "(i) the Receivables Purchase Agreement shall be terminated;"

              (d) The Series 2000-1 Supplement as amended by this Amendment is
hereby incorporated by reference and forms a part of this instrument with the
same force and effect as if set forth in full herein. In the event that any term
or provision contained herein, to the extent such term or provision relates to
the Series 2000-1 Supplement, shall conflict or be inconsistent with any term or
provision contained in the Series 2000-1 Supplement, the terms and provisions of
this Amendment shall govern. After the date hereof, any reference to the Series
2000-1 Supplement shall mean the Series 2000-1 Supplement as amended by this
Amendment. As amended by this Amendment, the Series 2000-1 Supplement is in all
respects ratified and confirmed, and the Series 2000-1 Supplement and this
Amendment, to the extent this Amendment relates to the Series 2000-1 Supplement,
shall be read, taken and construed as one and the same instrument.

              Section 5. Amendments to the Series 2000-2 Supplement.
                         ------------------------------------------

              (a) Section 2 of the Series 2000-2 Supplement is amended by
amending and restating the following definitions in their entirety:

              ""Class A Interest Rate Cap" shall mean (i) the master agreement
                -------------------------
     dated as of November 28, 2000 between the Bank and the Interest Rate Cap
     Provider, as supplemented by the schedule attached thereto (or any master
     agreement and schedule thereto entered into between the Transferor and the
     Interest Rate Cap Provider with prior written notice to the Rating
     Agencies) and (ii) the confirmation dated as of November 28, 2000 between
     the Bank (or the Transferor as assignee of the Bank) and the Interest Rate
     Cap Provider, relating to the Class A Certificates and for the exclusive
     benefit of the Class A Certificateholders, or any Replacement Interest Rate
     Cap or Qualified Substitute Arrangement."

              ""Class B Interest Rate Cap" shall mean (i) the master agreement
                -------------------------
     dated as of November 28, 2000 between the Bank and the Interest Rate Cap
     Provider, as supplemented by the schedule attached thereto(or any master
     agreement and schedule

                                       6

<PAGE>

         thereto entered into between the Transferor and the Interest Rate Cap
         Provider with prior written notice to the Rating Agencies) and (ii) the
         confirmation dated as of November 28, 2000 between the Bank (or the
         Transferor as assignee of the Bank) and the Interest Rate Cap Provider,
         relating to the Class B Certificates and for the exclusive benefit of
         the Class B Certificateholders, or any Replacement Interest Rate Cap or
         Qualified Substitute Arrangement."

              (b) Section 10 of the Series 2000-2 Supplement is amended by
amending and restating clause (c) thereof in its entirety to read as follows:

                  "(c) the Transferor, the Bank or Circuit City shall consent to
              the appointment of a trustee, conservator, receiver, liquidator,
              custodian or other similar official in any bankruptcy, insolvency,
              readjustment of debt, marshalling of assets and liabilities,
              receivership, conservatorship or similar proceedings of or
              relating to the Transferor, the Bank or Circuit City or of or
              relating to all or substantially all of its property; or a decree
              or order of a court or agency or supervisory authority having
              jurisdiction in the premises for the appointment of a trustee,
              conservator, receiver, liquidator, custodian or other similar
              official in any bankruptcy, insolvency, readjustment of debt,
              marshalling of assets and liabilities, receivership,
              conservatorship or similar proceedings, or for the winding-up or
              liquidation of its affairs, shall have been entered against the
              Transferor, the Bank or Circuit City and such decree or order
              shall have remained in force undischarged or unstayed for a period
              of 30 days; any of the Transferor, the Bank or Circuit City shall
              admit in writing its inability to pay its debts generally as they
              become due, file a petition to take advantage of any applicable
              bankruptcy, insolvency, receivership, conservatorship or
              reorganization statute, make an assignment for the benefit of its
              creditors or voluntarily suspend payment of its obligations; an
              involuntary proceeding shall be commenced or an involuntary
              petition shall be filed with respect to the Transferor, the Bank
              or Circuit City in a court of competent jurisdiction seeking to
              take advantage of any applicable bankruptcy, insolvency,
              receivership, conservatorship or reorganization statute and such
              proceeding or petition shall continue undismissed for 60 days; or
              the Bank shall become unable for any reason to transfer
              Receivables to the Transferor in accordance with the provisions of
              the Receivables Purchase Agreement or the Transferor shall become
              unable for any reason to transfer Receivables to the Trust in
              accordance with the provisions of the Agreement;"

              (c) Section 10 of the Series 2000-2 Supplement is further amended
by deleting "or" at the end of clause (g), adding "or" at the end of clause (h)
and adding the following clause (i):

                  "(i) the Receivables Purchase Agreement shall be terminated;"

              (d) The Series 2000-2 Supplement as amended by this Amendment is
hereby incorporated by reference and forms a part of this instrument with the
same force and effect as if set forth in full herein. In the event that any term
or provision contained herein, to the extent such term or provision relates to
the Series 2000-2 Supplement, shall conflict or be inconsistent

                                       7

<PAGE>

with any term or provision contained in the Series 2000-2 Supplement, the terms
and provisions of this Amendment shall govern. After the date hereof, any
reference to the Series 2000-2 Supplement shall mean the Series 2000-2
Supplement as amended by this Amendment. As amended by this Amendment, the
Series 2000-2 Supplement is in all respects ratified and confirmed, and the
Series 2000-2 Supplement and this Amendment, to the extent this Amendment
relates to the Series 2000-2 Supplement, shall be read, taken and construed as
one and the same instrument.

              Section 6. Amendments to the Series 2001-1 Supplement.
                         ------------------------------------------

              (a) Section 10 of the Series 2001-1 Supplement is amended by
amending and restating clauses (c) and (j) thereof in their entirety to read as
follows:

                  "(c) the Transferor, the Bank or Circuit City shall consent to
              the appointment of a trustee, conservator, receiver, liquidator,
              custodian or other similar official in any bankruptcy, insolvency,
              readjustment of debt, marshaling of assets and liabilities,
              receivership, conservatorship or similar proceedings of or
              relating to the Transferor, the Bank or Circuit City or of or
              relating to all or substantially all of its property; or a decree
              or order of a court or agency or supervisory authority having
              jurisdiction in the premises for the appointment of a trustee,
              conservator, receiver, liquidator, custodian or other similar
              official in any bankruptcy, insolvency, readjustment of debt,
              marshaling of assets and liabilities, receivership,
              conservatorship or similar proceedings, or for the winding-up or
              liquidation of its affairs, shall have been entered against the
              Transferor, the Bank or Circuit City and such decree or order
              shall have remained in force undischarged or unstayed for a period
              of 30 days; any of the Transferor, the Bank or Circuit City shall
              admit in writing its inability to pay its debts generally as they
              become due, file a petition to take advantage of any applicable
              bankruptcy, insolvency, receivership, conservatorship or
              reorganization statute, make an assignment for the benefit of its
              creditors or voluntarily suspend payment of its obligations; an
              involuntary proceeding shall be commenced or an involuntary
              petition shall be filed with respect to the Transferor, the Bank
              or Circuit City in a court of competent jurisdiction seeking to
              take advantage of any applicable bankruptcy, insolvency,
              receivership, conservatorship or reorganization statute and such
              proceeding or petition shall continue undismissed for 60 days; or
              the Bank shall become unable for any reason to transfer
              Receivables to the Transferor in accordance with the provisions of
              the Receivables Purchase Agreement or the Transferor shall become
              unable for any reason to transfer Receivables to the Trust in
              accordance with the provisions of the Agreement;"

                  "(j) Circuit City shall fail to own, directly or indirectly, a
              majority of the capital stock of the Transferor and a majority of
              the capital stock of the Bank;"

              (b) Section 11 of the Series 2001-1 Supplement is further amended
by deleting "or" at the end of clause (m), deleting the period and adding "; or"
at the end of clause (n) and adding the following clause (o):

                                       8

<PAGE>

             "(o) the Receivables Purchase Agreement shall be terminated;"

         (c) The Series 2001-1 Supplement as amended by this Amendment is hereby
incorporated by reference and forms a part of this instrument with the same
force and effect as if set forth in full herein. In the event that any term or
provision contained herein, to the extent such term or provision relates to the
Series 2001-1 Supplement, shall conflict or be inconsistent with any term or
provision contained in the Series 2001-1 Supplement, the terms and provisions of
this Amendment shall govern. After the date hereof, any reference to the Series
2001-1 Supplement shall mean the Series 2001-1 Supplement as amended by this
Amendment. As amended by this Amendment, the Series 2001-1 Supplement is in all
respects ratified and confirmed, and the Series 2001-1 Supplement and this
Amendment, to the extent this Amendment relates to the Series 2001-1 Supplement,
shall be read, taken and construed as one and the same instrument.

         Section 7. Counterparts. This Amendment may be executed in two or more
                    ------------
counterparts (and by different parties on separate counterparts), each of which
shall be an original, but all of which together shall constitute one and the
same instrument.

         Section 8. Governing Law. THIS AMENDMENT SHALL BE CONSTRUED IN
                    -------------
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                            [SIGNATURE PAGE FOLLOWS]



                                       9

<PAGE>

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

                                    TYLER INTERNATIONAL FUNDING, INC.,
                                        as Transferor

                                    By: /s/ Philip J. Dunn
                                        Name: Philip J. Dunn
                                        Title: Vice President

                                    FIRST NORTH AMERICAN NATIONAL BANK,
                                        as Transferor under the Prior Agreement
                                        and as Servicer

                                    By: /s/ Michael T. Chalifoux
                                        Name: Michael T. Chalifoux
                                        Title: President

                                    BANKERS TRUST COMPANY,
                                        as Trustee

                                    By: /s/ Susan Barstock
                                        Name: Susan Barstock
                                        Title: Vice President


                                       10