<PAGE>

                                                                     Exhibit 4.1
                                                                     -----------


                                MASTER INDENTURE

                                     between

                  FIRST CONSUMERS CREDIT CARD MASTER NOTE TRUST

                                     Issuer,

                                       and

                              THE BANK OF NEW YORK

                                Indenture Trustee

                           Dated as of March 1, 2001,
                  amended and restated as of December 31, 2001


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                             <C>
ARTICLE I    DEFINITIONS .......................................................   3
             Section 1.1.   Definitions ........................................   3
             Section 1.2.   Other Definitional Provisions ......................   3

ARTICLE II   THE NOTES .........................................................   4
             Section 2.1.   Form Generally .....................................   4
             Section 2.2.   Denominations ......................................   4
             Section 2.3.   Execution, Authentication and Delivery .............   5
             Section 2.4.   Authenticating Agent ...............................   5
             Section 2.5.   Registration of and Limitations on Transfer and
                            Exchange of Notes ..................................   6
             Section 2.6.   Mutilated, Destroyed, Lost or Stolen Notes .........   8
             Section 2.7.   Persons Deemed Owners ..............................   9
             Section 2.8.   Appointment of Paying Agent ........................  10
             Section 2.9.   Access to List of Noteholders' Names and]
                            Addresses ..........................................  10
             Section 2.10.  Cancellation .......................................  11
             Section 2.11.  [Reserved] .........................................  11
             Section 2.12.  New Issuances ......................................  11
             Section 2.13.  Book-Entry Notes ...................................  13
             Section 2.14.  Notices to Clearing Agency or Foreign Clearing
                            Agency .............................................  14
             Section 2.15.  Definitive Notes ...................................  14
             Section 2.16.  Global Note ........................................  15
             Section 2.17.  Meetings of Noteholders ............................  15

ARTICLE III  REPRESENTATIONS AND COVENANTS OF ISSUER ...........................  15
             Section 3.1.   Payment of Principal and Interest ..................  15
             Section 3.2.   Maintenance of Office or Agency ....................  16
             Section 3.3.   Money for Note Payments to Be Held in Trust ........  16
             Section 3.4.   Existence ..........................................  17
             Section 3.5.   Protection of Collateral ...........................  17
             Section 3.6.   Opinions as to Collateral ..........................  18
             Section 3.7.   Performance of Obligations; Servicing of
                            Receivables ........................................  19
             Section 3.8.   Negative Covenants .................................  21
             Section 3.9.   Statements as to Compliance ........................  21
             Section 3.10.  Issuer May Consolidate, Etc., Only on Certain
                            Terms ..............................................  22
</TABLE>

                                        i

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS
(Continued)                                                                      Page
                                                                                 ----
<S>                                                                              <C>
             Section 3.11.  Successor Substituted ..............................  24
             Section 3.12.  No Other Business ..................................  24
             Section 3.13.  [Reserved] .........................................  24
             Section 3.14.  Servicer's Obligations .............................  24
             Section 3.15.  Investments ........................................  24
             Section 3.16.  Capital Expenditures ...............................  24
             Section 3.17.  Removal of Administrator ...........................  24
             Section 3.18.  Restricted Payments ................................  25
             Section 3.19.  Notice of Events of Default ........................  25
             Section 3.20.  Further Instruments and Acts .......................  25

ARTICLE IV   SATISFACTION AND DISCHARGE ........................................  25
             Section 4.1.   Satisfaction and Discharge of this Indenture .......  25
             Section 4.2.   Application of Issuer Money ........................  27

ARTICLE V    PAY OUT EVENTS, DEFAULTS AND REMEDIES .............................  27
             Section 5.1.   Pay Out Events .....................................  27
             Section 5.2.   Events of Default ..................................  27
             Section 5.3.   Acceleration of Maturity; Rescission and
                            Annulment ..........................................  29
             Section 5.4.   Collection of Indebtedness and Suits for
                            Enforcement by Indenture Trustee ...................  30
             Section 5.6.   Optional Preservation of the Collateral ............  34
             Section 5.7.   Limitation on Suits ................................  34
             Section 5.8.   Unconditional Rights of Noteholders to Receive
                            Principal and Interest .............................  35
             Section 5.10.  Rights and Remedies Cumulative .....................  35
             Section 5.11.  Delay or Omission Not Waiver .......................  35
             Section 5.12.  Rights of Noteholders to Direct Indenture
                            Trustee ............................................  36
             Section 5.13.  Waiver of Past Defaults ............................  36
             Section 5.14.  Undertaking for Costs ..............................  37
             Section 5.16.  Sale of Receivables ................................  37
             Section 5.17.  Action on Notes ....................................  38

ARTICLE VI   THE INDENTURE TRUSTEE .............................................  38
             Section 6.1.   Duties of the Indenture Trustee ....................  38
             Section 6.2.   Notice of Pay Out Event or Event of Default ........  40
             Section 6.3.   Rights of Indenture Trustee ........................  41
             Section 6.4.   Not Responsible for Recitals or Issuance of
</TABLE>

                                       ii

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTS
(Continued)                                                                      Page
                                                                                 ----
<S>                                                                              <C>
                             Notes .............................................  42
              Section 6.5.   Restrictions on Holding Notes .....................  42
              Section 6.6.   Money Held in Trust ...............................  42
              Section 6.7.   Compensation, Reimbursement and
                             Indemnification ...................................  42
              Section 6.8.   Replacement of Indenture Trustee ..................  43
              Section 6.9.   Successor Indenture Trustee by Merger .............  45
              Section 6.10.  Appointment of Co-Indenture Trustee or
                             Separate Indenture Trustee ........................  45
              Section 6.11.  Eligibility; Disqualification .....................  46
              Section 6.12.  Preferential Collection of Claims Against .........  47
              Section 6.13.  Representations and Covenants of the Indenture
                             Trustee ...........................................  47
              Section 6.14.  Custody of the Collateral .........................  47

ARTICLE VII   NOTEHOLDERS' LIST AND REPORTS BY INDENTURE TRUSTEE AND ISSUER ....  48
              Section 7.1.   Issuer to Furnish Indenture Trustee Names and
                             Addresses of Noteholders ..........................  48
              Section 7.2.   Preservation of Information; Communications to
                             Noteholders .......................................  48
              Section 7.3.   Reports by Issuer .................................  48
              Section 7.4.   Reports by Indenture Trustee ......................  49

ARTICLE VIII  ALLOCATION AND APPLICATION OF COLLECTIONS ........................  50
              Section 8.1.   Collection of Money ...............................  50
              Section 8.2.   Rights of Noteholders .............................  50
              Section 8.3.   Establishment of Collection Account and Excess
                             Funding Account ...................................  50
              Section 8.4.   Collections and Allocations .......................  53
              Section 8.5.   Shared Principal Collections ......................  56
              Section 8.6.   Excess Finance Charge Collections .................  56
              Section 8.7.   Allocation of Collateral to Series or Groups ......  57
              Section 8.8.   Release of Collateral; Eligible Loan Documents ....  57
              Section 8.9.   Opinion of Counsel ................................  58

ARTICLE IX    DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS .........................  58

ARTICLE X     SUPPLEMENTAL INDENTURES ..........................................  59
              Section 10.1.  Supplemental Indentures Without Consent of
</TABLE>

                                       iii

<PAGE>

<TABLE>
<CAPTION>
TABLE OF CONTENTSS
(Continued)                                                                      Page
                                                                                 ----
<S>                                                                              <C>
                             Noteholders .......................................  59
             Section  10.2.  Supplemental Indentures with Consent of
                             Noteholders .......................................  61
             Section  10.3.  Execution of Supplemental Indentures ..............  62
             Section  10.4.  Effect of Supplemental Indenture ..................  63
             Section  10.5.  Conformity With Trust Indenture Act ...............  63
             Section  10.6.  Reference in Notes to Supplemental Indentures .....  63

ARTICLE XI   TERMINATION .......................................................  63
             Section  11.1.  Termination of Issuer .............................  63
             Section  11.2.  Final Distribution ................................  63
             Section  11.3.  Issuer's Termination Rights .......................  64

ARTICLE XII  MISCELLANEOUS .....................................................  65
             Section  12.1.  Compliance Certificates and Opinions etc ..........  65
             Section  12.2.  Form of Documents Delivered to Indenture
                             Trustee ...........................................  66
             Section  12.3.  Acts of Noteholders ...............................  67
             Section  12.4.  Notices, Etc. to Indenture Trustee and Issuer .....  67
             Section  12.5.  Notices to Noteholders; Waiver ....................  68
             Section  12.6.  Alternate Payment and Notice Provisions ...........  68
             Section  12.7.  Conflict with Trust Indenture Act .................  69
             Section  12.8.  Effect of Headings and Table of Contents ..........  69
             Section  12.9.  Successors and Assigns ............................  69
             Section  12.10. Separability ......................................  69
             Section  12.11. Benefits of Indenture .............................  69
             Section  12.12. Legal Holidays ....................................  69
             Section  12.13. GOVERNING LAW .....................................  69
             Section  12.14. Counterparts ......................................  70
             Section  12.15. Issuer Obligation .................................  70
             Section  12.16. No Petition .......................................  70
</TABLE>

                                       iv

<PAGE>

                 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                     ACT OF 1939 AND INDENTURE PROVISIONS/1/

  Trust Indenture
    Act Section                                              Indenture Section
  ---------------                                            -----------------
     310(a)(1) .........................................           6.11
        (a)(2) .........................................           6.11
        (a)(3) .........................................           6.10
        (a)(4) .........................................       Not Applicable
        (a)(5) .........................................           6.11
        (b) ............................................           6.8, 6.11
        (c) ............................................       Not Applicable
     311(a) ............................................           6.12
        (b) ............................................           6.12
        (c) ............................................       Not Applicable
     312(a) ............................................           7.1, 7.2(a)
        (b) ............................................           7.2(b)
        (c) ............................................           7.2(c)
     313(a) ............................................           7.4
        (b) ............................................           7.4
        (c) ............................................           7.3, 7.4
        (d) ............................................           7.4
     314(a) ............................................           3.9, 7.3(a)
        (b) ............................................           3.6
        (c)(1) .........................................           8.9, 12.1(a)
        (c)(2) .........................................           8.9, 12.1(a)
        (c)(3) .........................................           8.9, 12.1(a)
        (d)(1) .........................................           8.9, 12.1(b)
        (d)(2) .........................................       Not Applicable
        (d)(3) .........................................       Not Applicable
        (e) ............................................          12.1(a)
     315(a) ............................................           6.1(b)
        (b) ............................................           6.2
        (c) ............................................           6.1(c)
        (d) ............................................           6.1(d)
        (d)(1) .........................................           6.1(d)
        (d)(2) .........................................           6.1(d)
        (d)(3) .........................................           6.1(d)
        (e) ............................................           5.14
     316(a)(1)(A) ......................................           5.12
     316(a)(1)(B) ......................................           5.13
     316(a)(2) .........................................       Not Applicable
     316(b) ............................................           5.8
     317(a)(1) .........................................           5.4
     317(a)(2) .........................................           5.4(d)

____________________________

/1/  This reconciliation and tie shall not, for any purpose, be deemed to be
     part of the within indenture.


<PAGE>

     317(b) ............................................           5.4(a)
     317(a) ............................................          12.7

<PAGE>


     MASTER INDENTURE, dated as of March 1, 2001, and amended and restated as of
December 31, 2001 (the "Indenture"), between First Consumers Credit Card Master
                        ---------
Note Trust, a trust organized under the laws of the State of Illinois (the
"Issuer"), and The Bank of New York, a New York banking corporation, as
 ------
indenture trustee (the "Indenture Trustee"). This Indenture may be supplemented
                        -----------------
at any time and from time to time by an indenture supplement in accordance with
Article X (an "Indenture Supplement," and together with this Indenture and any
---------      --------------------
amendments, the "Agreement"). If a conflict exists between the terms and
                 ---------
provisions of this Indenture and any Indenture Supplement, the terms and
provisions of the Indenture Supplement shall be controlling with respect to the
related Series.

                              PRELIMINARY STATEMENT

     The Issuer has duly authorized the execution and delivery of this Indenture
to provide for an issue of its asset backed notes as provided in this Indenture.
All covenants and agreements made by the Issuer herein are for the benefit and
security of the Noteholders. The Issuer is entering into this Indenture, and the
Indenture Trustee is accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.

     Simultaneously with the amendment and restatement of this Indenture, the
Issuer is amending and restating a Transfer and Servicing Agreement with First
Consumers National Bank, a national banking association, as Servicer (which
amendment and restatement will, among other things, substitute First Consumers
Credit Corporation, a Delaware corporation for First Consumers National Bank as
Seller under that Agreement), pursuant to which (a) the Seller will convey to
the Issuer all of its right, title and interest in, to and under (i) the
Collateral Certificate, which the Seller will have received from First Consumers
Master Trust, and (ii) on and after the FCMT Termination Date, the Receivables
which the Seller will have received from First Consumers National Bank pursuant
to the Receivables Purchase Agreement, dated as of the date hereof, and (b) the
Servicer will agree to service the Receivables and make collections thereon on
behalf of the Noteholders.

     Under the Receivables Purchase Agreement and the Transfer and Servicing
Agreement, Receivables arising in the Accounts from time to time will be
conveyed thereunder to the Issuer.

                                 GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee, for the benefit of the
Holders of the Notes and the Enhancement Providers, all of the Issuer's right,
title and interest, whether now owned or hereafter acquired, in, to and under
(a) the Collateral Certificate, (b) the Receivables, (c) Recoveries related to
and all money, instruments, investment

<PAGE>

property and other property distributed or distributable in respect of (together
with all earnings, dividends, distributions, income, issues, and profits
relating to) the Receivables pursuant to the terms of the Transfer and Servicing
Agreement, this Indenture and any Indenture Supplement; (d) the rights to
receive certain amounts paid or payable as Interchange (if and to the extent
provided for in any Indenture Supplement), (e) all rights to security for any
Receivables (including rights to bank accounts or certificates of deposit
pledged as collateral), (f) all Permitted Investments and all money, investment
property, instruments and other property on deposit from time to time in,
credited to or related to the Collection Account, the Series Accounts and the
Excess Funding Account (including any subaccounts of any such account), and in
all interest, dividends, earnings, income and other distributions from time to
time received, receivable or otherwise distributed or distributable thereto or
in respect thereof (including any accrued discount realized on liquidation of
any investment purchased at a discount); (g) all rights, remedies, powers,
privileges and claims of the Issuer under or with respect to any Series
Enhancement and the Transfer and Servicing Agreement (whether arising pursuant
to the terms of the Transfer and Servicing Agreement or otherwise available to
the Issuer at law or in equity), including the rights of the Issuer to enforce
the Transfer and Servicing Agreement, and to give or withhold any and all
consents, requests, notices, directions, approvals, extensions or waivers under
or with respect to the Transfer and Servicing Agreement to the same extent as
the Issuer could but for the assignment and security interest granted to the
Indenture Trustee for the benefit of the Noteholders; (h) all proceeds of any
Credit Insurance policies relating to the Receivables; (i) all proceeds of any
derivative contracts between the Issuer or FCNB and a counterparty, as described
in any Indenture Supplement; (j) all money, accounts, general intangibles,
chattel paper, instruments, documents, goods, investment property, deposit
accounts, certificates of deposit, letters of credit, and advices of credit
consisting of, arising from or related to the foregoing; (k) all other property
of the Issuer; (l) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds, products, rents, receipts or profits of
the conversion, voluntary or involuntary, into cash or other property, all cash
and non-cash proceeds, and other property consisting of, arising from or
relating to all or any part of any of the foregoing; and (m) any proceeds of the
foregoing (collectively, the "Collateral").
                              ----------

                                LIMITED RECOURSE

     The obligation of the Issuer to make payments of principal, interest and
other amounts in respect of the Notes is limited by recourse only to the
Collateral.

                                       2

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.1. Definitions.
                  -----------

     Capitalized terms used herein are defined in Annex A.
                                                  -------

     Section 1.2. Other Definitional Provisions.
                  -----------------------------

     (a) All terms defined directly or by reference in this Indenture shall have
the defined meanings when used in any certificate or other document delivered
pursuant hereto unless otherwise defined therein. For purposes of this Indenture
and all such certificates and other documents, unless the context otherwise
requires: (i) accounting terms not otherwise defined in this Indenture, and
accounting terms partly defined in this Indenture to the extent not defined,
shall have the respective meanings given to them under generally accepted
accounting principles; (ii) terms defined in Article 9 of the UCC as in effect
in the applicable jurisdiction and not otherwise defined in this Indenture are
used as defined in that Article; (iii) any reference to each Rating Agency shall
only apply to any specific rating agency if such rating agency is then rating
any outstanding Series; (iv) references to any amount as on deposit or
outstanding on any particular date means such amount at the close of business on
such day; (v) the words "hereof," "herein" and "hereunder" and words of similar
import refer to this Indenture (or the certificate or other document in which
they are used) as a whole and not to any particular provision of this Indenture
(or such certificate or document); (vi) references to any Section, Schedule or
Exhibit are references to Sections, Schedules and Exhibits in or to this
Indenture (or the certificate or other document in which the reference is made),
and references to any paragraph, Section, clause or other subdivision within any
Section or definition refer to such paragraph, subsection, clause or other
subdivision of such Section or definition; (vii) the term "including" means
"including without limitation"; (viii) references to any law or regulation refer
to that law or regulation as amended from time to time and include any successor
law or regulation; (ix) references to any Person include that Person's
successors and assigns; and (x) headings are for purposes of reference only and
shall not otherwise affect the meaning or interpretation of any provision
hereof.

     (b) Whenever this Indenture refers to a provision of the TIA, the provision
is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

     "indenture securities" means the Notes
      --------------------

     "indenture security holder" means a Noteholder
      -------------------------

                                       3

<PAGE>

     "indenture to be qualified" means this Indenture
      -------------------------

     "indenture trustee" or "institutional trustee" means the Indenture Trustee
      -----------------      ---------------------

     "obligor" on the indenture securities means the Issuer and any other
      -------
obligor on the indenture securities

     All other TIA terms used in this Indenture that are defined by the TIA,
defined by TIA reference to another statute or defined by Commission rule have
the meanings assigned to them by such definitions.

                                   ARTICLE II

                                    THE NOTES

     Section 2.1. Form Generally. Any Series or Class of Notes, together with
                  --------------
the Indenture Trustee's certificate of authentication related thereto, may be
issued in bearer form (the "Bearer Notes") with attached interest coupons and a
                            ------------
special coupon (collectively, the "Coupons") or in fully registered form (the
                                   -------
"Registered Notes") and shall be in substantially the form of an exhibit to the
 ----------------
related Indenture Supplement with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture or such Indenture Supplement, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon,
as may, consistently herewith, be determined by the officers executing such
Notes, as evidenced by their execution of such Notes. Any portion of the text of
any Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note. The terms of any Notes set forth in an exhibit
to the related Indenture Supplement are part of the terms of this Indenture, as
applicable.

     The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods, all as determined by
the officers executing such Notes, as evidenced by their execution of such
Notes.

     Each Note will be dated the Closing Date and each Definitive Note will be
dated as of the date of its authentication.

     Section 2.2. Denominations. Except as otherwise specified in the related
                  -------------
Indenture Supplement and the Notes, each class of Notes of each Series shall be
issued in fully registered form in minimum amounts of $1,000 and in integral
multiples of $1,000 in excess thereof (except that one Note of each Class may be
issued in a different amount, so long as such amount exceeds the applicable
minimum denomination for such Class), and shall be issued upon initial issuance
as one or more Notes in an aggregate

                                       4

<PAGE>

original principal amount equal to the applicable Collateral Amount for such
Class or Series. Section 1.1.

     Section 2.3.  Execution, Authentication and Delivery. Each Note shall be
                   --------------------------------------
executed by manual or facsimile signature on behalf of the Issuer by an
Authorized Officer.

     Notes bearing the manual or facsimile signature of an individual who was,
at the time when such signature was affixed, authorized to sign on behalf of the
Issuer shall not be rendered invalid, notwithstanding the fact that such
individual ceased to be so authorized prior to the authentication and delivery
of such Notes or does not hold such office at the date of issuance of such
Notes.

     At any time and from time to time after the execution and delivery of this
Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture
Trustee for authentication and delivery, and the Indenture Trustee shall
authenticate at the written direction of the Issuer and deliver such Notes as
provided in this Indenture or the related Indenture Supplement and not
otherwise.

     No Note shall be entitled to any benefit under this Indenture or the
applicable Indenture Supplement or be valid or obligatory for any purpose,
unless there appears on such Note a certificate of authentication substantially
in the form provided for herein or in the related Indenture Supplement executed
by or on behalf of the Indenture Trustee by the manual signature of a duly
authorized signatory, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

     Section 2.4.  Authenticating Agent.
                   --------------------

     (a) The Indenture Trustee, at the expense of the Servicer, may appoint one
or more authenticating agents with respect to the Notes which shall be
authorized to act on behalf of the Indenture Trustee in authenticating the Notes
in connection with the issuance, delivery, registration of transfer, exchange or
repayment of the Notes. Whenever reference is made in this Indenture to the
authentication of Notes by the Indenture Trustee or the Indenture Trustee's
certificate of authentication, such reference shall be deemed to include
authentication on behalf of the Indenture Trustee by an authenticating agent and
a certificate of authentication executed on behalf of the Indenture Trustee by
an authenticating agent. Each authenticating agent must be acceptable to the
Issuer and the Servicer.

     (b) Any institution succeeding to the corporate agency business of an
authenticating agent shall continue to be an authenticating agent without the
execution

                                       5

<PAGE>

or filing of any power or any further act on the part of the Indenture Trustee
or such authenticating agent.

     (c) An authenticating agent may at any time resign by giving written notice
of resignation to the Indenture Trustee, the Issuer and the Servicer. The
Indenture Trustee may at any time terminate the agency of an authenticating
agent by giving notice of termination to such authenticating agent and to the
Issuer and the Servicer. Upon receiving such a notice of resignation or upon
such a termination, or in case at any time an authenticating agent shall cease
to be acceptable to the Indenture Trustee or the Issuer and the Servicer, the
Indenture Trustee may promptly appoint a successor authenticating agent. Any
successor authenticating agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an authenticating agent.
No successor authenticating agent shall be appointed unless acceptable to the
Issuer and the Servicer.

     (d) The Issuer agrees to pay to each authenticating agent from time to time
reasonable compensation for its services under this Section 2.4.
                                                    -----------

     (e) The provisions of Sections 6.1 and 6.4 shall be applicable to any
                           ------------     ---
authenticating agent.

     (f) Pursuant to an appointment made under this Section 2.4, the Notes may
                                                    -----------
have endorsed thereon, in lieu of or in addition to the Indenture Trustee's
certificate of authentication, an alternative certificate of authentication in
substantially the following form:

"This is one of the Notes described in the within-mentioned Agreement.


____________________________

____________________________


as Authenticating Agent
for the Indenture Trustee


By: __________________________


"Authorized Signatory"

                                       6

<PAGE>


     Section 2.5. Registration of and Limitations on Transfer and Exchange of
                  -----------------------------------------------------------
Notes. The Issuer shall cause to be kept a register (the "Note Register") in
-----                                                     -------------
which the Issuer shall provide for the registration of Notes and the
registration of transfers of Notes. The Indenture Trustee initially shall be the
transfer agent and registrar (in such capacity, the "Transfer Agent and
                                                     ------------------
Registrar") for the purpose of registering Notes and transfers of Notes as
---------
herein provided. Upon any resignation of any Transfer Agent and Registrar, the
Issuer shall promptly appoint a successor or, if it elects not to make such an
appointment, assume the duties of Transfer Agent and Registrar.

     If a Person other than the Indenture Trustee is appointed by the Issuer as
Transfer Agent and Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of a Transfer Agent and Registrar and of the
location, and any change in the location, of the Transfer Agent and Registrar
and Note Register. The Indenture Trustee shall have the right to inspect the
Note Register at all reasonable times and to obtain copies thereof, and the
Indenture Trustee shall have the right to conclusively rely upon a certificate
executed on behalf of the Transfer Agent and Registrar by an officer thereof as
to the names and addresses of the Noteholders and the principal amounts and
numbers of such Notes.

     Upon surrender for registration of transfer of any Note at the office or
agency of the Transfer Agent and Registrar, to be maintained as provided in
Section 3.2, if the requirements of Section 8-401 of the UCC as in effect in the
-----------
applicable jurisdiction are met as certified by the Administrator to the
Indenture Trustee, the Issuer shall execute, and upon receipt of such
surrendered Note the Indenture Trustee shall authenticate and deliver to the
Noteholder, in the name of the designated transferee or transferees, one or more
new Notes (of the same Series and Class) in any authorized denominations of like
aggregate principal amount.

     At the option of a Noteholder, Notes may be exchanged for other Notes (of
the same Series and Class) in any authorized denominations and of like aggregate
principal amount, upon surrender of such Notes to be exchanged at the office or
agency of the Transfer Agent and Registrar. Whenever any Notes are so
surrendered for exchange, if the requirements of Section 8-401 of the UCC as in
effect in the applicable jurisdiction are met as certified by the Administrator
to the Indenture Trustee, the Issuer shall execute, and upon receipt of such
surrendered Note the Indenture Trustee shall authenticate and deliver to the
Noteholder, the Notes which the Noteholder making the exchange is entitled to
receive.

     All Notes issued upon any registration of transfer or exchange of Notes
shall evidence the same obligations, evidence the same debt, and be entitled to
the same rights and privileges under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

                                       7

<PAGE>

     Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in a form satisfactory to the Indenture Trustee duly executed by, the
Noteholder thereof or its attorney-in-fact duly authorized in writing, and by
such other documents as the Indenture Trustee may reasonably require.

     Any Note held by the Seller at any time after the date of its initial
issuance may be transferred or exchanged only upon the delivery to the Owner
Trustee and the Indenture Trustee of a Tax Opinion dated as of the date of such
transfer or exchange, as the case may be, with respect to such transfer or
exchange.

     The registration of transfer of any Note shall be subject to the additional
requirements, if any, set forth in the related Indenture Supplement.

     No service charge shall be made for any registration of transfer or
exchange of Notes, but the Issuer and the Transfer Agent and Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of such Notes.

     All Notes surrendered for registration of transfer and exchange shall be
canceled by the Issuer and delivered to the Indenture Trustee for subsequent
destruction without liability on the part of either. The Indenture Trustee shall
destroy the Global Note upon its exchange in full for Definitive Notes and shall
deliver a certificate of destruction to the Seller. Such certificate shall also
state that a certificate or certificates of each Foreign Clearing Agency
referred to in the applicable Indenture Supplement was received with respect to
each portion of the Global Note exchanged for Definitive Notes.

     The preceding provisions of this Section 2.5 notwithstanding, the Issuer
                                      -----------
shall not be required to make, and Transfer Agent and Registrar need not
register, transfers or exchanges of Notes for a period of twenty (20) days
preceding the due date for any payment with respect to the Note.

     If and so long as any Series of Notes are listed on the Luxembourg Stock
Exchange and such exchange shall so require, the Issuer shall appoint a
co-transfer agent and co-registrar in Luxembourg or another European city. Any
reference in this Indenture to the Transfer Agent and Registrar shall include
any co-transfer agent and co-registrar unless the context otherwise requires.
The Indenture Trustee will enter into any appropriate agency agreement with any
co-transfer agent and co-registrar not a party to this Indenture, which will
implement the provisions of this Indenture that relate to such agent.

                                       8

<PAGE>

     Section 2.6. Mutilated, Destroyed, Lost or Stolen Notes. If (a) any
                  ------------------------------------------
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (b) in case of destruction, loss, or theft there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold
the Issuer, the Noteholders and the Indenture Trustee harmless, then, in the
absence of notice to the Issuer, the Transfer Agent and Registrar or the
Indenture Trustee that such Note has been acquired by a protected purchaser (as
defined in Section 8-303 of the UCC as in effect in the applicable
jurisdiction), the Issuer shall execute, and the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of like tenor (including the
same date of issuance) and principal amount, bearing a number not
contemporaneously outstanding; provided, however, that if any such mutilated,
                               --------  -------
destroyed, lost or stolen Note shall have become or within seven (7) days shall
be due and payable, or shall have been selected or called for redemption,
instead of issuing a replacement Note, the Issuer may pay such Note without
surrender thereof, except that any mutilated Note shall be surrendered. If,
after the delivery of such replacement Note or payment of a destroyed, lost or
stolen Note pursuant to the proviso to the preceding sentence, a protected
purchaser (as defined in Section 8-303 of the UCC as in effect in the applicable
jurisdiction) of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from the Person to whom it was delivered or any Person taking such replacement
Note from such Person to whom such replacement Note was delivered or any
assignee of such Person, except a protected purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

     Upon the issuance of any replacement Note under this Section 2.6, the
                                                          -----------
Issuer may require the payment by the Holder of such Note of a sum sufficient to
cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee or the Transfer Agent and Registrar) connected therewith.

     Every replacement Note issued pursuant to this Section 2.6 in replacement
                                                    -----------
of any mutilated, destroyed, lost or stolen Note shall constitute complete and
indefeasible evidence of an obligation of the Trust, as if originally issued,
whether or not the mutilated, destroyed, lost or stolen Note shall be found at
any time, and shall be entitled to all the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder.

     The provisions of this Section 2.6 are exclusive and shall preclude (to the
                            -----------
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.

                                       9

<PAGE>


     Section 2.7.  Persons Deemed Owners. Prior to due presentment for
                   ---------------------
registration of transfer of any Note, the Issuer, the Seller, the Indenture
Trustee and any agent of the Issuer, the Seller or the Indenture Trustee shall
treat the Person in whose name any Note is registered as the owner of such Note
for the purpose of receiving distributions pursuant to the terms of the
applicable Indenture Supplement and for all other purposes whatsoever, whether
or not such Note is overdue, and neither the Issuer, the Seller, the Indenture
Trustee nor any agent of the Issuer, the Seller or the Indenture Trustee shall
be affected by any notice to the contrary.

     Section 2.8.  Appointment of Paying Agent.
                   ---------------------------

     (a) The Issuer reserves the right at any time to vary or terminate the
appointment of a Paying Agent for the Notes, and to appoint additional or other
Paying Agents, provided that it will at all times maintain the Indenture Trustee
as a Paying Agent.

     If and so long as any Notes are listed on the Luxembourg Stock Exchange and
such exchange shall so require, the Indenture Trustee will appoint a co-paying
agent in Luxembourg or another European city. The Indenture Trustee will enter
into any appropriate agency agreement with any co-paying agent not a party to
this Indenture, which will implement the provisions of this Indenture that
relate to such agent.

     Notice of all changes in the identity or specified office of a Paying Agent
will be delivered promptly to the Noteholders by the Indenture Trustee.

     (b) The Indenture Trustee shall cause each Paying Agent (other than itself)
to execute and deliver to the Indenture Trustee an instrument in which such
Paying Agent shall agree with the Indenture Trustee that such Paying Agent will
hold all sums, if any, held by it for payment to the Noteholders in trust for
the benefit of the Noteholders entitled thereto until such sums shall be paid to
such Noteholders and shall agree, and if the Indenture Trustee is the Paying
Agent it hereby agrees, that it shall comply with all requirements of the Code
regarding the withholding by the Indenture Trustee of payments in respect of
federal income taxes due from the Note Owners.

     Section 2.9.  Access to List of Noteholders' Names and Addresses.
                   --------------------------------------------------

     (a) The Issuer will furnish or cause to be furnished to the Indenture
Trustee, the Servicer or the Paying Agent, within five (5) Business Days after
receipt by the Issuer of a written request therefor from the Indenture Trustee,
the Servicer or the Paying Agent, respectively, a list of the names and
addresses of the Noteholders. Unless otherwise provided in the related Indenture
Supplement, the Holders of not less than 10% of the principal balance of the
Outstanding Notes of any Series (the "Applicants") may apply in writing to the
                                      ----------
Indenture Trustee, and if such application states that the Applicants

                                       10

<PAGE>


desire to communicate with other Noteholders of any Series with respect to their
rights under this Indenture or under the Notes and is accompanied by a copy of
the communication which such Applicants propose to transmit, then the Indenture
Trustee, after having been adequately indemnified by such Applicants for its
costs and expenses, shall afford or shall cause the Transfer Agent and Registrar
to afford such Applicants access during normal business hours to the most recent
list of Noteholders held by the Indenture Trustee and shall give the Servicer
notice that such request has been made, within five (5) Business Days after the
receipt of such application. Such list shall be as of a date no more than
forty-five (45) days prior to the date of receipt of such Applicants' request.

     (b) Every Noteholder, by receiving and holding a Note, agrees that none of
the Issuer, the Indenture Trustee, the Transfer Agent and Registrar and the
Servicer or any of their respective agents and employees shall be held
accountable by reason of the disclosure of any such information as to the names
and addresses of the Noteholders hereunder, regardless of the sources from which
such information was derived.

     Section 2.10. Cancellation. All Notes surrendered for payment, registration
                   ------------
of transfer, exchange or redemption shall, if surrendered to any Person other
than the Indenture Trustee, be delivered to the Indenture Trustee and shall be
promptly canceled by it. The Issuer may at any time deliver to the Indenture
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Issuer may have acquired in any lawful manner whatsoever,
and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section 2.10, except as expressly permitted by this
                    ------------
Indenture. All canceled Notes held by the Indenture Trustee shall be destroyed
unless the Issuer shall direct by a timely order that they be returned to it.

     Section 2.11.  [Reserved]
                    ----------

     Section 2.12.  New Issuances.
                    -------------

     (a) Pursuant to one or more Indenture Supplements, the Seller may from time
to time direct the Owner Trustee, on behalf of the Issuer, to issue one or more
new Series of Notes (a "New Issuance"). The Notes of all outstanding Series
                        ------------
shall be equally and ratably entitled as provided herein to the benefits of this
Indenture without preference, priority or distinction, all in accordance with
the terms and provisions of this Indenture and the applicable Indenture
Supplement except, with respect to any Series or Class, as provided in the
related Indenture Supplement. Interest on and principal of the Notes of each
outstanding Series shall be paid as specified in the Indenture Supplement
relating to such outstanding Series.

                                       11

<PAGE>


     (b)  On or before the Closing Date relating to any new Series of Notes, the
parties hereto will execute and deliver an Indenture Supplement which will
specify the Principal Terms of such Series. The terms of such Indenture
Supplement may modify or amend the terms of this Indenture solely as applied to
such new Series. The obligation of the Owner Trustee to execute, on behalf of
the Issuer, the Notes of any Series and of the Indenture Trustee to authenticate
such Notes (other than any Series issued pursuant to an Indenture Supplement
dated as of the date hereof) and to execute and deliver the related Indenture
Supplement is subject to the satisfaction of the following conditions:

          (i)   on or before the fifth Business Day immediately preceding the
     Closing Date the Seller shall have given the Owner Trustee, the Indenture
     Trustee, the Servicer and each Rating Agency notice (unless such notice
     requirement is otherwise waived) of such issuance and the Closing Date;

          (ii)  the Seller shall have delivered to the Owner Trustee and the
     Indenture Trustee any related Indenture Supplement, in form satisfactory to
     the Owner Trustee and the Indenture Trustee, executed by each party hereto
     (other than the Indenture Trustee);

          (iii) the Seller shall have delivered to the Owner Trustee and the
     Indenture Trustee any related Enhancement Agreement executed by the Seller
     and the Series Enhancer;

          (iv)  the Rating Agency Condition shall have been satisfied with
     respect to such issuance;

          (v)   such issuance will not result in any Adverse Effect and the
     Seller shall have delivered to the Owner Trustee and the Indenture Trustee
     an Officer's Certificate, dated the Closing Date to the effect that the
     Seller reasonably believes that such issuance will not, based on the facts
     known to such officer at the time of such certification, have an Adverse
     Effect;

          (vi)  the Seller shall have delivered to the Owner Trustee and the
     Indenture Trustee (with a copy to each Rating Agency) (A) an Opinion of
     Counsel, dated the Closing Date with respect to such issuance, to the
     effect that, except as otherwise stated in the related Indenture
     Supplement, the Notes of the new Series will be characterized as debt for
     federal income tax purposes and (B) a Tax Opinion, dated the Closing Date
     with respect to such issuance; and

          (vii) the Aggregate Principal Balance shall not be less than the
     Minimum Aggregate Principal Balance as of the Closing Date and after giving
     effect to such issuance.

                                       12

<PAGE>

     (c) Upon satisfaction of the above conditions, pursuant to Section 2.3, the
                                                                -----------
Owner Trustee, on behalf of the Issuer, shall execute and the Indenture Trustee
shall upon written direction of the Issuer authenticate and deliver the Notes of
such Series as provided in this Indenture and the applicable Indenture
Supplement.

     (d) The Issuer may direct the Indenture Trustee in writing to deposit the
net proceeds from any New Issuance in the Excess Funding Account. The Issuer may
also specify that on any Transfer Date the proceeds from the sale of any new
Series may be withdrawn from the Excess Funding Account and treated as Shared
Principal Collections.

     Section 2.13. Book-Entry Notes. Unless otherwise provided in any related
                   ----------------
Indenture Supplement, the Notes, upon original issuance, shall be issued in the
form of typewritten or printed Notes representing the Book-Entry Notes to be
delivered to the depository specified in such Indenture Supplement which shall
be the Clearing Agency or Foreign Clearing Agency, by or on behalf of such
Series.

     The Notes of each Series shall, unless otherwise provided in the related
Indenture Supplement, initially be registered in the Note Register in the name
of the nominee of the Clearing Agency or Foreign Clearing Agency for such
Book-Entry Notes and shall be delivered to the Indenture Trustee or, pursuant to
such Clearing Agency's or Foreign Clearing Agency's instructions held by the
Indenture Trustee's agent as custodian for the Clearing Agency or Foreign
Clearing Agency.

     Unless and until Definitive Notes are issued under the limited
circumstances described in Section 2.15, no Note Owner shall be entitled to
                           ------------
receive a Definitive Note representing such Note Owner's interest in such Note.
Unless and until Definitive Notes have been issued to the Note Owners pursuant
to Section 2.15:
   ------------

     (a) the provisions of this Section 2.13 shall be in full force and effect
                                ------------
with respect to each such Series;

     (b) the Indenture Trustee shall be entitled to deal with the Clearing
Agency or Foreign Clearing Agency and the Clearing Agency Participants for all
purposes of this Indenture (including the payment of principal of and interest
on the Notes of each such Series) as the authorized representatives of the Note
Owners;

     (c) to the extent that the provisions of this Section 2.13 conflict with
                                                   ------------
any other provisions of this Indenture, the provisions of this Section 2.13
                                                               ------------
shall control with respect to each such Series;

     (d) the rights of Note Owners of each such Series shall be exercised only
through the Clearing Agency or Foreign Clearing Agency and the applicable
Clearing

                                       13

<PAGE>

Agency Participants and shall be limited to those established by law and
agreements between such Note Owners and the Clearing Agency or Foreign Clearing
Agency and/or the Clearing Agency Participants. Pursuant to the depository
agreement applicable to a Series, unless and until Definitive Notes of such
Series are issued pursuant to Section 2.15, the initial Clearing Agency shall
                              ------------
make book-entry transfers among the Clearing Agency Participants and receive and
transmit distributions of principal and interest on the Notes to such Clearing
Agency Participants; and

     (e)  whenever this Indenture requires or permits actions to be taken based
upon instructions or directions of the Holders of Notes representing a specified
percentage of the Outstanding Amount, the Clearing Agency or Foreign Clearing
Agency shall be deemed to represent such percentage only to the extent that they
have received instructions to such effect from the Note Owners and/or Clearing
Agency Participants owning or representing, respectively, such required
percentage of the beneficial interest in the Notes and has delivered such
instructions to the Indenture Trustee.

     Section 2.14. Notices to Clearing Agency or Foreign Clearing Agency.
                   -----------------------------------------------------
Whenever a notice or other communication to the Noteholders is required under
this Indenture, unless and until Definitive Notes shall have been issued to Note
Owners pursuant to Section 2.15, the Indenture Trustee shall give all such
                   ------------
notices and communications specified herein to be given to Noteholders to the
Clearing Agency or Foreign Clearing Agency, as applicable, and shall have no
obligation to the Note Owners.

     Section 2.15. Definitive Notes. If (i) (A) the Seller advises the Indenture
                   ----------------
Trustee in writing that the Clearing Agency is no longer willing or able to
discharge properly its responsibilities as Clearing Agency with respect to the
Book-Entry Notes of a given Series and (B) the Indenture Trustee or Issuer is
unable to locate and reach an agreement on satisfactory terms with a qualified
successor, (ii) the Seller, at its option, advises the Indenture Trustee in
writing that it elects to terminate the book-entry system through the Clearing
Agency with respect to such Series or (iii) after the occurrence of a Servicer
Default, Note Owners of Notes evidencing more than 50% of the principal balance
of the Outstanding Notes (or such other percentage as specified in the related
Indenture Supplement) of such Series advise the Indenture Trustee and the
applicable Clearing Agency through the applicable Clearing Agency Participants
in writing that the continuation of a book-entry system is no longer in the best
interests of the Note Owners of such Series, the Clearing Agency shall notify
all Note Owners of such Series of the occurrence of such event and of the
availability of Definitive Notes to Note Owners of such Series requesting the
same. Upon surrender to the Indenture Trustee of the Notes of such Series,
accompanied by registration instructions from the applicable Clearing Agency,
the Issuer shall execute and the Indenture Trustee shall authenticate Definitive
Notes of such Series and shall recognize the registered holders of such
Definitive Notes as Noteholders under this Indenture. Neither the Issuer nor the
Indenture Trustee shall be liable for any delay in delivery of such
instructions, and the Issuer and the Indenture

                                       14

<PAGE>

Trustee may conclusively rely on, and shall be fully protected in relying on,
such instructions. Upon the issuance of Definitive Notes of such Series, all
references herein to obligations imposed upon or to be performed by the
applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be
imposed upon and performed by the Indenture Trustee, to the extent applicable
with respect to such Definitive Notes, and the Indenture Trustee shall recognize
the registered holders of the Definitive Notes of such Series as Noteholders of
such Series hereunder. Definitive Notes will be transferable and exchangeable at
the offices of the Transfer Agent and Registrar.

     Section 2.16. Global Note. If specified in the related Indenture Supplement
                   -----------
for any Series, Notes may be initially issued in the form of a single temporary
Global Note (the "Global Note") in bearer form, without interest coupons, in the
                  -----------
denomination of the initial principal amount and substantially in the form
attached to the related Indenture Supplement. Unless otherwise specified in the
related Indenture Supplement, the provisions of this Section 2.16 shall apply to
                                                     ------------
such Global Note. The Global Note will be authenticated by the Indenture Trustee
upon the same conditions, in substantially the same manner and with the same
effect as the Definitive Notes. The Global Note may be exchanged in the manner
described in the related Indenture Supplement for Registered Notes or Bearer
Notes in definitive form. Except as otherwise specifically provided in the
Indenture Supplement, any Notes that are issued in bearer form pursuant to this
Indenture shall be issued in accordance with the requirements of Code section
163(f)(2).

     Section 2.17. Meetings of Noteholders. To the extent provided by the
                   -----------------------
Indenture Supplement for any Series issued in whole or in part in Bearer Notes,
the Servicer or the Indenture Trustee may at any time call a meeting of the
Noteholders of such Series, to be held at such time and at such place as the
Servicer and the Indenture Trustee, as the case may be, shall determine, for the
purpose of approving a modification or amendment to, or obtaining a waiver of,
any covenant or condition set forth in this Indenture with respect to such
Series or in the Notes of such Series, subject to Article X.
                                                  ---------

     Section 2.18. Uncertificated Classes. Notwithstanding anything to the
                   ----------------------
contrary contained in this Article II or in Article XI, unless otherwise
                           ----------       ----------
specified in any Indenture Supplement, any provisions contained in this Article
                                                                        -------
II and in Article XI relating to the registration, form, execution,
--        ----------
authentication, delivery, presentation, cancellation and surrender of Notes
shall not be applicable to any uncertificated Notes, provided, however, that,
                                                     --------  -------
except as otherwise specifically provided in the Indenture Supplement, any such
uncertificated Notes shall be issued in "registered form" within the meaning of
Code section 163(f)(1).

                                       15

<PAGE>

                                   ARTICLE III

                     REPRESENTATIONS AND COVENANTS OF ISSUER

         Section 3.1. Payment of Principal and Interest.
                      ---------------------------------

         (a) The Issuer will duly and punctually pay principal and interest in
accordance with the terms of the Notes as specified in the relevant Indenture
Supplement.

         (b) The Noteholders of a Series as of the Record Date in respect of a
Distribution Date shall be entitled to the interest accrued and payable and
principal payable on such Distribution Date as specified in the related
Indenture Supplement. All payment obligations under a Note are discharged to the
extent such payments are made to the Noteholder of record.

         Section 3.2. Maintenance of Office or Agency. The Issuer will maintain
                      -------------------------------
an office or agency within the State of New York and such other locations as may
be set forth in an Indenture Supplement where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer hereby
initially appoints the Indenture Trustee at its Corporate Trust Office to serve
as its agent for the foregoing purposes. The Issuer will give prompt written
notice to the Indenture Trustee and the Noteholders of the location, and of any
change in the location, of any such office or agency. If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the
Issuer hereby appoints the Indenture Trustee at its Corporate Trust Office as
its agent to receive all such presentations, surrenders, notices and demands.

         Section 3.3. Money for Note Payments to Be Held in Trust. As specified
                      -------------------------------------------
in Section 8.3(a) and (b) herein and in the related Indenture Supplement, all
   --------------     ---
payments of amounts due and payable with respect to the Notes which are to be
made from amounts withdrawn from the Collection Account and the Excess Funding
Account shall be made on behalf of the Issuer by the Indenture Trustee or by the
Paying Agent, and no amounts so withdrawn from the Collection Account or the
Excess Funding Account shall be paid over to or at the direction of the Issuer
except as provided in this Section 3.3 and in the related Indenture Supplement.
                           -----------

         The Issuer will cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee an instrument in which
such Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee acts as Paying Agent,

                                       16

<PAGE>

it hereby so agrees), subject to the provisions of this Section 3.3, that such
                                                        -----------
Paying Agent, in acting as Paying Agent, is an express agent of the Issuer and,
further, that such Paying Agent will:

              (i)     hold all sums held by it for the payment of amounts due
         with respect to the Notes in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid to such Persons or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

              (ii)    give a Trustee Officer of the Indenture Trustee written
         notice of any default by the Issuer (or any other obligor upon the
         Notes) of which it has actual knowledge in the making of any payment
         required to be made with respect to the Notes;

              (iii)   at any time during the continuance of any such default,
         upon the written request of the Indenture Trustee, forthwith pay to the
         Indenture Trustee all sums so held in trust by such Paying Agent;

              (iv)    immediately resign as a Paying Agent and forthwith pay to
         the Indenture Trustee all sums held by it in trust for the payment of
         Notes if at any time it ceases to meet the standards required to be met
         by a Paying Agent at the time of its appointment; and

              (v)     comply with all requirements of the Code with respect to
         the withholding from any payments made by it on any Notes of any
         applicable withholding taxes imposed thereon and with respect to any
         applicable reporting requirements in connection therewith.

The Issuer may at any time, for the purpose of obtaining the satisfaction and
discharge of this Indenture or for any other purpose, by Issuer Order direct any
Paying Agent to pay to the Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by the Indenture Trustee upon the same trusts
as those upon which such sums were held by such Paying Agent; and upon such
payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such sums.

         Section 3.4. Existence. The Issuer will keep in full effect its
                      ---------
existence, rights and franchises as a common law trust under the laws of the
State of Illinois (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States of
America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which

                                       17

<PAGE>

such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
related instrument or agreement.

         Section 3.5. Protection of Collateral. The Issuer will from time to
                      ------------------------
time prepare, or cause to be prepared, execute and deliver all such supplements
and amendments hereto and all such financing statements, continuation
statements, instruments of further assurance and other instruments, and will
take such other action necessary or advisable to:

         (a) grant more effectively all or any portion of the Collateral as
security for the Notes;

         (b) maintain or preserve the lien (and the priority thereof) of this
Indenture or to carry out more effectively the purposes hereof;

         (c) perfect, publish notice of, or protect the validity of any Grant
made or to be made under this Indenture;

         (d) enforce any of the Collateral; or

         (e) preserve and defend title to the Collateral securing the Notes and
the rights therein of the Indenture Trustee and the Noteholders secured thereby
against the claims of all persons and parties.

         The Issuer hereby represents that all of the representations and
warranties set out in Annex B are true and correct.
                      -------

         The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required pursuant to this Section 3.5, but the Indenture
                                           -----------
Trustee shall not have any obligation to take any such action unless instructed
to do so by Noteholders in accordance with the terms hereof.

         The Issuer shall pay or cause to be paid any taxes levied on all or any
part of the Receivables securing the Notes.

         Section 3.6. Opinions as to Collateral.
                      -------------------------

         (a) On the Closing Date relating to any new Series of Notes, the Issuer
shall furnish to the Indenture Trustee an Opinion of Counsel satisfactory to the
Rating Agencies either stating that, in the opinion of such counsel, such action
has been taken to perfect the lien and security interest of this Indenture,
including with respect to the recording and filing of this Indenture, any
indentures supplemental hereto, and any other

                                       18

<PAGE>

requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, as are so necessary and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to maintain the perfection of such lien and
security interest.

         (b) On or before May 30 in each calendar year, beginning in 2001, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel satisfactory
to the Rating Agencies either stating that, in the opinion of such counsel, such
action has been taken to perfect the lien and security interest of this
Indenture, including with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is so necessary and reciting
the details of such action or stating that in the opinion of such counsel no
such action is necessary to maintain the perfection of such lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and the execution and filing of any financing
statements and continuation statements that will, in the opinion of such
counsel, be required to maintain the perfection of the lien and security
interest of this Indenture until May 30 in the following calendar year.

         Section 3.7. Performance of Obligations; Servicing of Receivables.
                      ----------------------------------------------------

         (a) The Issuer will not take any action and will use its best efforts
not to permit any action to be taken by others that would release any Person
from any of such Person's material covenants or obligations under any instrument
or agreement included in the Collateral or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture, the Transfer and Servicing Agreement or
such other instrument or agreement.

         (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer. Initially, the
Issuer has contracted with the Administrator to assist the Issuer in performing
its duties under this Indenture.

         (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Transaction
Documents and in the instruments and agreements relating to the Collateral,
including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this
Indenture and the Transfer and Servicing Agreement in accordance with and within
the time periods provided for herein and therein.

                                       19

<PAGE>

         (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Default under the Transfer and Servicing Agreement, the Issuer shall cause the
Indenture Trustee to promptly notify the Rating Agencies thereof, and shall
cause the Indenture Trustee to specify in such notice the action, if any, being
taken with respect to such default. If a Servicer Default shall arise from the
failure of the Servicer to perform any of its duties or obligations under the
Transfer and Servicing Agreement with respect to the Receivables, the Issuer
shall take all reasonable steps available to it to remedy such failure.

         (e) On and after the receipt by the Servicer of a Termination Notice
pursuant to Section 7.1 of the Transfer and Servicing Agreement, the Servicer
            -----------
shall continue to perform all servicing functions under this Indenture until the
date specified in the Termination Notice or until a date mutually agreed upon by
the Servicer and the Indenture Trustee. As promptly as possible after the giving
of a Termination Notice to the Servicer, the Indenture Trustee shall appoint a
Successor Servicer, and such Successor Servicer shall accept its appointment by
a written assumption in a form acceptable to the Indenture Trustee. In the event
that a Successor Servicer has not been appointed and accepted its appointment at
the time when the Servicer ceases to act as Servicer, the Indenture Trustee in
accordance with Section 7.2 of the Transfer and Servicing Agreement without
                -----------
further action shall automatically be appointed the Successor Servicer. The
Indenture Trustee may delegate any of its servicing obligations to an Affiliate
or agent in accordance with Section 3.1(b) and Section 5.7 of the Transfer and
                            --------------     -----------
Servicing Agreement. Notwithstanding the foregoing, the Indenture Trustee shall,
if it is legally unable so to act, petition at the expense of the Servicer a
court of competent jurisdiction to appoint any established institution
qualifying as an Eligible Servicer as the Successor Servicer hereunder. The
Indenture Trustee shall give prompt notice to each Rating Agency and each Series
Enhancer upon the appointment of a Successor Servicer. Upon its appointment, the
Successor Servicer shall be the successor in all respects to the Servicer with
respect to servicing functions under this Indenture and shall be subject to all
the responsibilities, duties and liabilities relating thereto placed on the
Servicer by the terms and provisions hereof, and all references in this
Indenture to the Servicer shall be deemed to refer to the Successor Servicer. In
connection with any Termination Notice, the Indenture Trustee will review any
bids which it obtains from Eligible Servicers and shall be permitted to appoint
any Eligible Servicer submitting such a bid as a Successor Servicer for
servicing compensation, subject to the limitations set forth in Section 7.2 of
                                                                -----------
the Transfer and Servicing Agreement. Notwithstanding anything else herein to
the contrary, in no event shall the Indenture Trustee be liable for any
servicing fee.

         (f) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the
prior written consent of the Indenture Trustee and satisfaction of the Rating
Agency Condition, amend, modify, waive, supplement, terminate or surrender, or
agree to any amendment, modification,

                                       20

<PAGE>

supplement, termination, waiver or surrender of, the terms of any Collateral
(except to the extent otherwise provided in the Transfer and Servicing
Agreement) or the Transaction Documents (except to the extent otherwise provided
in the Transaction Documents), or waive timely performance or observance by the
Servicer or the Seller under the Transfer and Servicing Agreement; and (ii) that
any such amendment shall not (A) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments on the Receivables
or distributions that are required to be made for the benefit of the Noteholders
or (B) reduce the aforesaid percentage of the Notes that is required to consent
to any such amendment, without the consent of the Holders of all the Outstanding
Notes. If any such amendment, modification, supplement or waiver shall be so
consented to by the Indenture Trustee and such Noteholders, the Issuer agrees,
promptly following a request by the Indenture Trustee to do so, to execute and
deliver, in its own name and at its own expense, such agreements, instruments,
consents and other documents as the Indenture Trustee may deem necessary or
appropriate in the circumstances.

         Section 3.8. Negative Covenants. So long as any Notes are Outstanding,
                      ------------------
the Issuer will not:

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

         (b) claim any credit on, or make any deduction from, the principal and
interest payable in respect of the Notes (other than amounts properly withheld
from such payments under the Code or applicable state law) or assert any claim
against any present or former Noteholder by reason of the payment of any taxes
levied or assessed upon any part of the Collateral;

         (c) incur, assume, guarantee or otherwise become liable, directly or
indirectly, for any indebtedness other than incurred under the Notes and this
Indenture;

         (d) (i) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released from
any covenants or obligations with respect to the Notes under this Indenture
except as may be expressly permitted hereby, (ii) permit any Lien, charge,
excise, claim, security interest, mortgage or other encumbrance (other than the
lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden the Collateral or any part thereof or any interest therein or the
proceeds thereof or (iii) permit the lien of this Indenture not to constitute a
valid first priority security interest (other than with respect to a tax,
mechanics, or similar lien) in the Collateral; or

                                       21

<PAGE>

         (e)  voluntarily dissolve or liquidate in whole or in part.

         Section 3.9.  Statements as to Compliance. The Issuer will deliver to
                       ---------------------------
the Indenture Trustee and the Rating Agencies, within 120 days after the end of
each fiscal year of the Issuer at the end of which any Notes are outstanding
(commencing within 120 days after the end of the fiscal year 2001), an Officer's
Certificate stating, as to the Authorized Officer signing such Officer's
Certificate, that

              (i)      a review of the activities of the Issuer during the
         12-month period ending at the end of such fiscal year and of
         performance under this Indenture has been made under such Authorized
         Officer's supervision, and

              (ii)     to the best of such Authorized Officer's knowledge, based
         on such review, the Issuer has complied with all conditions and
         covenants under this Indenture throughout such year, or, if there has
         been a default in the compliance of any such condition or covenant,
         specifying each such default known to such Authorized Officer and the
         nature and status thereof.

         Section 3.10. Issuer May Consolidate, Etc., Only on Certain Terms.
                       ---------------------------------------------------

         (a)  The Issuer shall not consolidate or merge with or into any other
Person, unless:

                       (1) the Person (if other than the Issuer) formed by or
              surviving such consolidation or merger (the "Surviving Person")
                                                           ----------------
              (i) is organized and existing under the laws of the United States
              of America or any state or the District of Columbia, (ii) is not
              subject to regulation as an "investment company" under the
              Investment Company Act and (iii) expressly assumes, by an
              indenture supplemental hereto, executed and delivered to the
              Indenture Trustee, in a form satisfactory to the Indenture
              Trustee, the obligation to make due and punctual payment of the
              principal of and interest on all Notes and the performance of
              every covenant of this Indenture on the part of the Issuer to be
              performed or observed;

                       (2) immediately after giving effect to such transaction,
              no Event of Default or Pay Out Event shall have occurred and be
              continuing;

                       (3) the Issuer shall have delivered to the Indenture
              Trustee an Officer's Certificate and an Opinion of Counsel each
              stating that (i) such consolidation or merger and such
              supplemental indenture comply

                                       22

<PAGE>

              with this Section 3.10, (ii) all conditions precedent provided for
                        ------------
              in this Section 3.10 relating to such transaction have been
                      ------------
              complied with (including any filing required by the Exchange Act),
              and (iii) such supplemental indenture is duly authorized, executed
              and delivered and is valid, binding and enforceable against the
              Surviving Person;

                 (4)  the Rating Agency Condition shall have been satisfied with
              respect to such transaction;

                 (5)  the Issuer shall have received a Tax Opinion with respect
              to such consolidation or merger; and

                 (6)  any action that is necessary to maintain the lien and
              security interest created by this Indenture shall have been taken.

         For the avoidance of doubt, this Section 3.10 shall not apply to the
                                          ------------
transfer of the Receivables and other assets to the Issuer on the FCMT
Termination Date.

         (b)  The Issuer shall not convey or transfer any of its properties or
assets, including those included in the Collateral, substantially as an entirety
to any Person, unless:

                 (1)  the Person that acquires by conveyance or transfer the
              properties and assets of the Issuer the conveyance or transfer of
              which is hereby restricted (the "Acquiring Person") (A) is a
                                               ----------------
              United States citizen or a Person organized and existing under the
              laws of the United States of America or any state, or the District
              of Columbia, (B) is not subject to regulation as an "investment
              company" under the Investment Company Act, (C) expressly assumes,
              by an indenture supplemental hereto, executed and delivered to the
              Indenture Trustee, in form satisfactory to the Indenture Trustee,
              the obligation to make due and punctual payments of the principal
              of and interest on all Notes and the performance of every covenant
              of this Indenture on the part of the Issuer to be performed or
              observed, (D) expressly agree by means of such supplemental
              indenture that all right, title and interest so conveyed or
              transferred shall be subject and subordinate to the rights of
              Holders of the Notes, (E) unless otherwise provided in such
              supplemental indenture, expressly agree to indemnify, defend and
              hold harmless the Issuer against and from any loss, liability or
              expense arising under or related to this Indenture and the Notes
              and (F) expressly agree by means of such supplemental indenture
              that such Person (or if a group of Persons, then one specified
              Person) shall make all filings with the Commission (and any other
              appropriate Person) required by the Exchange Act in connection
              with the Notes;

                                       23

<PAGE>


               (2) immediately after giving effect to such transaction, no Event
          of Default or Pay Out Event shall have occurred and be continuing;

               (3) the Rating Agency Condition shall have been satisfied with
          respect to such transaction;


               (4) the Issuer shall have received a Tax Opinion with respect to
          such transaction;

               (5) any action that is necessary to maintain the lien and
          security interest created by this Indenture shall have been taken; and

               (6) the Issuer shall have delivered to the Indenture Trustee an
          Officer's Certificate and an Opinion of Counsel each stating that (i)
          such conveyance or transfer and such supplemental indenture comply
          with this Section 3.10, (ii) all conditions precedent herein provided
                    ------------
          for relating to such transaction have been complied with (including
          any filing required by the Exchange Act), and (iii) such supplemental
          indenture is duly authorized, executed and delivered and is valid,
          binding and enforceable against the Acquiring Person.

     Section 3.11. Successor Substituted. Upon any consolidation or merger, or
                   ---------------------
any conveyance or transfer of the properties and assets of the Issuer
substantially as an entirety in accordance with Section 3.10, the Surviving
                                                ------------
Person or the Acquiring Person, as the case may be, shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the
Issuer herein. In the event of any such conveyance or transfer, the Person named
as the Issuer in the first paragraph of this Indenture or any successor which
shall theretofore have become such in the manner prescribed in this Section 3.11
                                                                    ------------
shall be released from its obligations under this Indenture as issued
immediately upon the effectiveness of such conveyance or transfer, provided that
the Issuer shall not be released from any obligations or liabilities to the
Indenture Trustee or the Noteholders arising prior to such effectiveness.

     Section 3.12. No Other Business. The Issuer shall not engage in any
                   -----------------
business other than (i) purchasing, owning and managing the Trust Assets and the
proceeds thereof in the manner contemplated by this Indenture and the other
Transaction Documents, (ii) issuing and making payments in respect of the Notes
and (iii) all activities related thereto.

                                       24

<PAGE>


     Section 3.13. [Reserved].

     Section 3.14. Servicer's Obligations. The Issuer shall cause the Servicer
                   ----------------------
to comply with all of its obligations under the Transaction Documents.

     Section 3.15. Investments. Except as contemplated by this Indenture or the
                   -----------
Transfer and Servicing Agreement, the Issuer shall not own, purchase, repurchase
or acquire (or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital contribution to,
any other Person.

     Section 3.16. Capital Expenditures. The Issuer shall not make any
                   --------------------
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

     Section 3.17. Removal of Administrator. So long as any Notes are
                   ------------------------
outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection with such
removal.

     Section 3.18. Restricted Payments. The Issuer shall not, directly or
                   -------------------
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or
(iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, (x)
--------  -------
distributions as contemplated by, and to the extent funds are available for such
purpose under, the Transaction Documents and (y) payments to the Indenture
Trustee pursuant to Section 6.7. The Issuer will not, directly or indirectly,
                    -----------
make payments to or distributions from the Collection Account except in
accordance with the Transaction Documents.

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

     Section 3.20. Further Instruments and Acts. Upon request of the Indenture
                   ----------------------------
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                                       25

<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     Section 4.1. Satisfaction and Discharge of this Indenture. This Indenture
                  --------------------------------------------
shall cease to be of further effect with respect to the Notes except as to (a)
rights of registration of transfer and exchange, (b) substitution of mutilated,
destroyed, lost or stolen Notes, (c) the rights of Noteholders to receive
payments of principal thereof and interest thereon, (d) Sections 3.3, 3.7, 3.8,
                                                        ------------  ---  ---
3.11, 3.12 and 12.16, (e) the rights and immunities of the Indenture Trustee
----  ----     -----
hereunder, including the rights of the Indenture Trustee under Section 6.7, and
                                                               -----------
the obligations of the Indenture Trustee under Section 4.2, and (f) the rights
                                               -----------
of Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee and payable to all or any of them, and the Indenture
Trustee, on written demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes when:

               (i)  either

                         (A) all Notes theretofore authenticated and delivered
                    (other than (1) Notes which have been destroyed, lost or
                    stolen and which have been replaced, or paid as provided in
                    Section 2.6, and (2) Notes for whose full payment money has
                    -----------
                    theretofore been deposited in trust or segregated and held
                    in trust by the Issuer and thereafter repaid to the Issuer
                    or discharged from such trust, as provided in Section 3.3)
                                                                  -----------
                    have been delivered to the Indenture Trustee for
                    cancellation; or

                         (B) all Notes not theretofore delivered to the
                    Indenture Trustee for cancellation:

                    (1)  have become due and payable;

                    (2)  will become due and payable at the Series Termination
               Date for such Class or Series of Notes; or

                    (3)  are to be called for redemption within one year under
               arrangements satisfactory to the Indenture Trustee for the giving
               of notice of redemption by the Indenture Trustee in the name, and
               at the expense, of the Issuer;

                    (4)  and the Issuer, in the case of (1), (2) or (3) above,
               has irrevocably deposited or caused to be irrevocably deposited
               with the Indenture Trustee cash or direct obligations of or
               obligations guaranteed

                                       26

<PAGE>

          by the United States of America (which will mature prior to the date
          such amounts are payable), in trust for such purpose, in an amount
          sufficient to pay and discharge the entire indebtedness on such Notes
          not theretofore delivered to the Indenture Trustee for cancellation
          when due at the Series Termination Date for such Class or Series of
          Notes or the Redemption Date (if Notes shall have been called for
          redemption pursuant to the related Indenture Supplement), as the case
          may be;

          (ii)  the Issuer has paid or caused to be paid all other sums payable
     hereunder by the Issuer; and


          (iii) the Issuer has delivered to the Indenture Trustee an Officer's
     Certificate, an Opinion of Counsel and (if required by the TIA or the
     Indenture Trustee) an Independent Certificate from a firm of certified
     public accountants, each meeting the applicable requirements of Section
                                                                     -------
     12.1(a) and each stating that all conditions precedent herein provided for
     -------
     relating to the satisfaction and discharge of this Indenture have been
     complied with.

     Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Indenture Trustee under Section 6.7 and of the
                                                         -----------
Indenture Trustee to the Noteholders under Section 4.2 shall survive.
                                           -----------

     Section 4.2. Application of Issuer Money. All monies deposited with the
                  ---------------------------
Indenture Trustee pursuant to Section 4.1 shall be held in trust and applied by
                              -----------
it, in accordance with the provisions of the Notes, this Indenture and the
applicable Indenture Supplement, to make payments, either directly or through
any Paying Agent to the Noteholders and for the payment in respect of which such
monies have been deposited with the Indenture Trustee, of all sums due and to
become due thereon for principal and interest; but such monies need not be
segregated from other funds except to the extent required herein or in the
Transfer and Servicing Agreement or required by law.

                                    ARTICLE V

                      PAY OUT EVENTS, DEFAULTS AND REMEDIES

     Section 5.1. Pay Out Events. If any one of the following events (each, a
                  --------------
"Trust Pay Out Event") shall occur:
 -------------------

     (a) the occurrence of an Insolvency Event relating to the Seller or FCNB;

     (b) a Transfer Restriction Event shall occur; or

                                       27

<PAGE>

     (c) the Issuer shall become subject to regulation by the Commission as an
"investment company" within the meaning of the Investment Company Act;

then a Pay Out Event with respect to all Series of Notes shall occur without any
notice or other action on the part of the Indenture Trustee or the Noteholders
immediately upon the occurrence of such event.

     Upon the occurrence of a Pay Out Event, payment on the Notes of each Series
will be made in accordance with the terms of the related Indenture Supplement.

     Section 5.2. Events of Default. "Event of Default," wherever used herein,
                  -----------------   ----------------
means with respect to any Series any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

     (a) default in the payment of the principal of any Note of that Series, if
and to the extent not previously paid, when the same becomes due and payable on
its Series Termination Date; or

     (b) default in the payment of any interest on any Note of that Series when
the same becomes due and payable, and such default shall continue for a period
of thirty-five (35) days; or

     (c) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Issuer in an involuntary case
under any applicable federal or state bankruptcy, insolvency or other similar
law now or hereafter in effect, or appointing a receiver, conservator,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
the Issuer or ordering the winding-up or liquidation of the Issuer's affairs,
and such decree or order shall remain unstayed and in effect for a period of
sixty (60) consecutive days; or

     (d) the commencement by the Issuer of a voluntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or the consent by the Issuer to the entry of an order for relief in an
involuntary case under any such law, or the consent by the Issuer to the
appointment of or the taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator, conservator or similar official of the Issuer,
or the making by the Issuer of any general assignment for the benefit of
creditors, or the failure by the Issuer generally to pay, or the admission in
writing by the Issuer of its inability to pay, its debts as such debts become
due, or the taking of action by the Issuer in furtherance of any of the
foregoing; or

                                       28

<PAGE>

     (e) default in the observance or performance of any covenant or agreement
of the Issuer made in this Indenture made in respect of the Notes of such Series
(other than a covenant or agreement, a default in the observance or performance
of which is elsewhere in this Section 5.2 specifically dealt with) (all of such
                              -----------
covenants and agreements in the Indenture which are not expressly stated to be
for the benefit of a particular Series being deemed to be in respect of the
Notes of all Series for this purpose) and such default shall continue or not be
cured for a period of sixty (60) days after there shall have been given, by
registered or certified mail, return receipt requested to the Issuer by the
Indenture Trustee or to the Issuer and the Indenture Trustee by the Holders of
Notes representing at least 25% of the principal balance of the Outstanding
Notes of such Series, a written notice specifying such default and requiring it
to be remedied and stating that such notice is a "Notice of Default" hereunder
                                                  -----------------
and, as a result of such default, the interests of the Holders of the Notes are
materially and adversely affected and continue to be materially and adversely
affected during the 60-day period; or

     (f) any additional events specified in the Indenture Supplement related to
such Series.

     The Issuer shall deliver to a Trustee Officer of the Indenture Trustee,
within five (5) days after the occurrence thereof, written notice in the form of
an Officer's Certificate of any event which with the giving of notice and the
lapse of time would become an Event of Default, its status and what action the
Issuer is taking or proposes to take with respect thereto.

     Section 5.3. Acceleration of Maturity; Rescission and Annulment. If an
                  --------------------------------------------------
Event of Default described in paragraph (a), (b) or (e) of Section 5.2 should
                              -------------  ---    ---    -----------
occur and be continuing with respect to a Series, then and in every such case
the Indenture Trustee or the Holders of Notes representing more than 50% of the
principal balance of the Outstanding Notes of such Series may declare all the
Notes of such Series to be immediately due and payable, by a notice in writing
to the Issuer (and to a Trustee Officer of the Indenture Trustee if declared by
Noteholders), and upon any such declaration the unpaid principal amount of such
Notes, together with accrued and unpaid interest thereon through the date of
acceleration, shall become immediately due and payable.

     If an Event of Default described in paragraph (c) or (d) of Section 5.2
                                         -------------    ---    -----------
should occur and be continuing, then the unpaid principal of the Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
automatically become due and payable.

     At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter provided in this Article V, the
                                                                  ---------
Holders of Notes

                                       29

<PAGE>

representing more than 50% of the principal balance of the Outstanding Notes of
such Series, by written notice to the Issuer, a Trustee Officer of the Indenture
Trustee and the Rating Agencies, may rescind and annul such declaration and its
consequences; provided, that:
              --------  ----

     (a)  the Issuer has paid or deposited with the Indenture Trustee a sum
sufficient to pay:

          (i)   all payments of principal of and interest on all Notes and all
     other amounts that would then be due hereunder or upon such Notes if the
     Event of Default giving rise to such acceleration had not occurred; and

          (ii)  all sums paid or advanced by the Indenture Trustee hereunder and
     the reasonable compensation, expenses, disbursements and advances of the
     Indenture Trustee and its agents and counsel; and

          (iii) all Events of Default, other than the nonpayment of the
     principal of the Notes that has become due solely by such acceleration,
     have been cured or waived as provided in Section 5.13.
                                              ------------

     No such rescission shall affect any subsequent default or impair any right
consequent thereto.

     Section 5.4. Collection of Indebtedness and Suits for Enforcement by
                  -------------------------------------------------------
Indenture Trustee.
-----------------

     (a) The Issuer covenants that if (i) default is made in the payment of any
interest on any Note when the same becomes due and payable, and such default
continues for a period of thirty-five (35) days following the date on which such
interest became due and payable, or (ii) default is made in the payment of
principal of any Note, if and to the extent not previously paid, when the same
becomes due and payable on the Series Termination Date, the Issuer will, upon
demand of the Indenture Trustee, pay to it, for the benefit of the Holders of
the Notes of the affected Series, the whole amount then due and payable on such
Notes for principal and interest, with interest upon the overdue principal, and,
to the extent payment at such rate of interest shall be legally enforceable,
interest upon overdue installments of interest, as specified in the related
Indenture Supplement, and in addition thereto will pay such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.

     (b) In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may

                                       30

<PAGE>

institute a Proceeding for the collection of the sums so due and unpaid, and may
prosecute such Proceeding to judgment or final decree, and may enforce the same
against the Issuer or other obligor upon such Notes and collect in the manner
provided by law out of the property of the Issuer or other obligor upon such
Notes, wherever situated, the moneys adjudged or decreed to be payable.

     (c)  If an Event of Default occurs and is continuing, the Indenture Trustee
may, as more particularly provided in Section 5.5, in its discretion, proceed to
                                      -----------
protect and enforce its rights and the rights of the Noteholders of the affected
Series, by such appropriate Proceedings as the Indenture Trustee shall deem most
effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or by
law.

     (d)  In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes of the affected Series, or any Person having or claiming
an ownership interest in the Collateral, Proceedings under Title 11 of the
United States Code or any other applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or in case a
receiver, conservator, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator, custodian or other similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes of such Series, or to the
creditors or property of the Issuer or such other obligor, the Indenture
Trustee, irrespective of whether the principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section 5.4, shall be entitled and empowered, by intervention
                   -----------
in such Proceedings or otherwise:

          (i)  to file and prove a claim or claims for the whole amount of
     principal and interest owing and unpaid in respect of the Notes of such
     Series and to file such other papers or documents as may be necessary or
     advisable in order to have the claims of the Indenture Trustee (including
     any claim for reasonable compensation to the Indenture Trustee and each
     predecessor Indenture Trustee, and their respective agents, attorneys and
     counsel, and for reimbursement of all expenses and liabilities incurred,
     and all advances made, by the Indenture Trustee and each predecessor
     Indenture Trustee, except as a result of negligence or willful misconduct)
     and of the Noteholders of such Series allowed in such Proceedings;

          (ii) unless prohibited by applicable law and regulations, to vote on
     behalf of the Holders of Notes of such Series in any election of a trustee,
     a

                                       31

<PAGE>

     standby trustee or Person performing similar functions in any such
     Proceedings;

          (iii) to collect and receive any moneys or other property payable or
     deliverable on any such claims and to distribute all amounts received with
     respect to the claims of the Noteholders of such Series and of the
     Indenture Trustee on their behalf; and

          (iv)  to file such proofs of claim and other papers or documents as
     may be necessary or advisable in order to have the claims of the Indenture
     Trustee or the Holders of Notes of such Series allowed in any judicial
     Proceedings relative to the Issuer, its creditors and its property;

and any trustee, receiver, conservator, liquidator, custodian, assignee,
sequestrator or other similar official in any such Proceeding is hereby
authorized by each of such Noteholders to make payments to the Indenture
Trustee, and, in the event that the Indenture Trustee shall consent to the
making of payments directly to such Noteholders, to pay to the Indenture Trustee
such amounts as shall be sufficient to cover reasonable compensation to the
Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of negligence or willful misconduct.

     (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or vote for or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

     (f) All rights of action and of asserting claims under this Indenture, or
under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such action or Proceedings instituted by
the Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
Indenture Trustee and their respective agents and attorneys, shall be for the
benefit of the Holders of the Notes of the affected Series as provided herein.

     (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Holders of the Notes of the affected Series, and it
shall not be necessary to make any such Noteholder a party to any such
Proceedings.

                                       32

<PAGE>

     Section 5.5. Remedies; Priorities.
                  --------------------

     (a)  If an Event of Default shall have occurred and be continuing with
respect to any Series, and the Notes of such Series have been accelerated
pursuant to Section 5.3, the Indenture Trustee may do one or more of the
            -----------
following (subject to Sections 5.6 and 12.16):
                      ------------     -----

          (i)   institute Proceedings in its own name and as trustee of an
     express trust for the collection of all amounts then payable on the Notes
     of the affected Series or under this Indenture with respect thereto,
     whether by declaration or otherwise, enforce any judgment obtained, and
     collect from the Issuer and any other obligor upon such Notes moneys
     adjudged due;

          (ii)  take any other appropriate action to protect and enforce the
     rights and remedies of the Indenture Trustee and the Holders of the Notes
     of the affected Series;

          (iii) cause the Issuer to sell Principal Receivables (or interests
     therein) in an amount equal to the Collateral Amount of the accelerated
     Series and the related Finance Charge Receivables in accordance with
     Section 5.16;
     ------------

provided, however, that the Indenture Trustee may not exercise the remedy
--------  -------
described in subparagraph (iii) above unless (A) (1) the Holders of Notes
representing 100% of the principal balance of the Outstanding Notes of the
affected Series consent in writing thereto, (2) the Indenture Trustee determines
that any proceeds of such exercise distributable to the Noteholders of the
affected Series are sufficient to discharge in full all amounts then due and
unpaid upon the Notes for principal and interest and is directed to exercise
this remedy by Holders of Notes representing more than 50% of the principal
balance of the Outstanding Notes of such Series, or (3) the Indenture Trustee
determines that the Collateral may not continue to provide sufficient funds for
the payment of principal of and interest on the Notes as they would have become
due if the Notes had not been declared due and payable, and the Indenture
Trustee obtains the consent of the Holders of Notes representing at least
66-2/3% of the principal balance of the Outstanding Notes of each Class of such
Series and (B) the Indenture Trustee has obtained an Opinion of Counsel to the
effect that the exercise of such remedy complies with applicable federal and
state securities laws. In determining such sufficiency or insufficiency with
respect to clauses (A)(2) and (A)(3), the Indenture Trustee may, but need not,
obtain and conclusively rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Collateral for such purpose.

                                       33

<PAGE>

     The remedies provided in this Section 5.5(a) are the exclusive remedies
                                   --------------
provided to the Noteholders with respect to the Collateral and each of the
Noteholders (by their acceptance of their respective interests in the Notes) or
the Indenture Trustee hereby expressly waive any other remedy that might have
been available under the applicable UCC.

     (b) If the Indenture Trustee collects any money or property pursuant to
this Article V following the acceleration of the Notes of the affected Series
pursuant to Section 5.3 (so long as such a declaration shall not have been
rescinded or annulled), it shall pay out the money or property in the following
order:

     FIRST:  to the Indenture Trustee for amounts due pursuant to Section 6.7;
                                                                  -----------
             and

     SECOND: unless otherwise specified in the related Indenture Supplement, to
             the Servicer for distribution in accordance with Article IV of the
             related Indenture Supplement with such amounts being deemed to be
             Principal Collections and Finance Charge Collections in the same
             proportion as (x) the outstanding principal balance of the Notes
             bears to (y) the sum of the accrued and unpaid interest on the
             Notes and other fees and expenses payable in connection therewith
             under the applicable Indenture Supplement, including the amounts
             payable under any Enhancements with respect to such Series.

     (c) The Indenture Trustee may, upon notification to the Issuer, fix a
record date and payment date for any payment to Noteholders of the affected
Series pursuant to this Section 5.5. At least fifteen (15) days before such
                        -----------
record date, the Indenture Trustee shall mail or send by facsimile, at the
expense of the Servicer, to each such Noteholder a notice that states the record
date, the payment date and the amount to be paid.

     Section 5.5. Optional Preservation of the Collateral. If the Notes of any
                  ---------------------------------------
Series have been declared to be due and payable under Section 5.3 following an
                                                      -----------
Event of Default and such declaration and its consequences have not been
rescinded and annulled, and the Indenture Trustee has not received directions
from the Noteholders pursuant to Section 5.12, the Indenture Trustee may, but
                                 ------------
need not, elect to maintain possession of the portion of the Collateral which
secures such Notes and apply proceeds of the Collateral to make payments on such
Notes to the extent such proceeds are available therefor. It is the desire of
the parties hereto and the Noteholders that there be at all times sufficient
funds for the payment of principal of and interest on the Notes, and the
Indenture Trustee shall take such desire into account when determining whether
or not to maintain possession of the Collateral. In determining whether to
maintain possession of the Collateral, the Indenture Trustee may, but need not,
obtain and conclusively rely upon an

                                       34

<PAGE>

opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Assets for such purpose.

     Section 5.7. Limitation on Suits. No Noteholder shall have any right to
                  -------------------
institute any proceedings, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

     (a) the Holders of Notes representing not less than 25% of the principal
balance of the Outstanding Notes of each affected Series have made written
request to the Indenture Trustee to institute such proceeding in its own name as
indenture trustee;

     (b) such Noteholder or Noteholders has previously given written notice to
the Indenture Trustee of a continuing Event of Default;

     (c) such Noteholder or Noteholders has offered to the Indenture Trustee
indemnity satisfactory to it against the costs, expenses and liabilities to be
incurred in compliance with such request;

     (d) the Indenture Trustee for sixty (60) days after its receipt of such
request and offer of indemnity has failed to institute any such Proceeding; and

     (e) no direction inconsistent with such written request has been given to
the Indenture Trustee during such 60-day period by the Holders of Notes
representing more than 50% of the principal balance of the Outstanding Notes of
such Series;

it being understood and intended that no one or more Noteholders of the affected
Series shall have any right in any manner whatever by virtue of, or by availing
of, any provision of this Indenture to affect, disturb or prejudice the rights
of any other Noteholders of such Series or to obtain or to seek to obtain
priority or preference over any other Noteholders of such Series or to enforce
any right under this Indenture, except in the manner herein provided.

     In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two (2) or more groups of Noteholders
of such affected Series, each representing no more than 50% of the principal
balance of the Outstanding Notes of such Series, the Indenture Trustee in its
sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.

                                       35

<PAGE>

     Section 5.8. Unconditional Rights of Noteholders to Receive Principal and
                  ------------------------------------------------------------
Interest. Notwithstanding any other provision in this Indenture, each Noteholder
--------
shall have the right which is absolute and unconditional to receive payment of
the principal of and interest in respect of such Note as such principal and
interest becomes due and payable and to institute suit for the enforcement of
any such payment, and such right shall not be impaired without the consent of
such Noteholder.

     Section 5.9. Restoration of Rights and Remedies. If the Indenture Trustee
                  ----------------------------------
or any Noteholder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned, or
has been determined adversely to the Indenture Trustee or to such Noteholder,
then and in every such case the Issuer, the Indenture Trustee and the Noteholder
shall, subject to any determination in such Proceeding, be restored severally
and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Noteholders shall continue as
though no such Proceeding had been instituted.

     Section 5.10. Rights and Remedies Cumulative. No right, remedy, power or
                   ------------------------------
privilege herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right, remedy, power or
privilege, and every right, remedy, power or privilege shall, to the extent
permitted by law, be cumulative and in addition to every other right, remedy,
power or privilege given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or exercise of any right or remedy shall not
preclude any other further assertion or the exercise of any other appropriate
right or remedy.

     Section 5.11. Delay or Omission Not Waiver. No failure to exercise and no
                   ----------------------------
delay in exercising, on the part of the Indenture Trustee or of any Noteholder
or other Person, any right or remedy occurring hereunder upon any Event of
Default shall impair any such right or remedy or constitute a waiver thereof of
any such Event of Default or an acquiescence therein. Every right and remedy
given by this Article V or by law to the Indenture Trustee or to the Noteholders
              ---------
may be exercised from time to time, and as often as may be deemed expedient, by
the Indenture Trustee or by the Noteholders, as the case may be.

     Section 5.12. Rights of Noteholders to Direct Indenture Trustee. The
                   -------------------------------------------------
Holders of Notes representing more than 50% of the principal balance of the
Outstanding Notes of any affected Series shall have the right to direct in
writing the time, method and place of conducting any Proceeding for any remedy
available to the Indenture Trustee with respect to such Series or exercising any
trust or power conferred on the Indenture Trustee with respect to such Series;
provided, however, that subject to Section 6.1:
--------  -------                  -----------

                                       36

<PAGE>

    (a) the Indenture Trustee shall have the right to decline any such
direction if the Indenture Trustee, after being advised by counsel, determines
that the action so directed is in conflict with any rule of law or with this
Indenture, and

     (b) the Indenture Trustee shall have the right to decline any such
direction if the Indenture Trustee in good faith shall, by a Trustee Officer of
the Indenture Trustee, determine that the Proceedings so directed would be
illegal or involve the Indenture Trustee in personal liability or be unjustly
prejudicial to the Noteholders not parties to such direction.

     Section 5.13. Waiver of Past Defaults. Prior to the declaration of the
                   -----------------------
acceleration of the maturity of the Notes of the affected Series as provided in
Section 5.3, Holders of Notes representing more than 50% of the principal
-----------
balance of the Outstanding Notes of such Series (or with respect to any such
Series with two or more Classes, of each Class), may, on behalf of all such
Noteholders, waive in writing any past default, with written notice to the
Indenture Trustee, with respect to such Notes and its consequences, except a
default:

     (a) in the payment of the principal or interest in respect of any Note of
such Series, or

     (b) in respect of a covenant or provision hereof that under Section 10.2
                                                                 ------------
cannot be modified or amended without the consent of the Noteholder of each
Outstanding Note affected.

     Upon any such written waiver, such default shall cease to exist, and any
Event of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon.

     Section 5.14. Undertaking for Costs. All parties to this Indenture agree,
                   ---------------------
and each Noteholder by its acceptance thereof shall be deemed to have agreed,
that any court may in its discretion require, in any suit for the enforcement of
any right or remedy under this Indenture, or in any suit against the Indenture
Trustee for any action taken, suffered or omitted by it as Indenture Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant (other than the
Indenture Trustee) in such suit, having due regard to the merits and good faith
of the claims or defenses made by such party litigant; but the provisions of
this Section 5.14 shall not apply to any suit instituted by the Indenture
     ------------
Trustee, to any suit instituted by any Noteholder, or group of Noteholders (in
compliance with Section 5.8), holding Notes representing more than 10% of the
                -----------
principal balance of the Outstanding Notes of the affected Series, or to any
suit instituted by any Noteholder for the enforcement of the

                                       37

<PAGE>

payment of the principal or interest in respect of any Note on or after the
Distribution Date on which any of such amounts was due (or, in the case of
redemption, on or after the applicable Redemption Date).

     Section 5.15. Waiver of Stay or Extension Laws. The Issuer covenants (to
                   --------------------------------
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may adversely affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

     Section 5.16. Sale of Receivables.
                   -------------------

     (a) The method, manner, time, place and terms of any sale of Receivables
pursuant to Section 5.5(a)(iii) shall be commercially reasonable. The Indenture
            ------------------
Trustee may from time to time postpone any sale by public announcement made at
the time and place of such sale. The Indenture Trustee hereby expressly waives
its right to any amount fixed by law as compensation for any sale.

     (b) The Indenture Trustee is hereby irrevocably appointed the agent and
attorney-in-fact of the Issuer in connection with any sale of Receivables
pursuant to Section 5.5(a)(iii). No purchaser or transferee at any such sale
            ------------------
shall be bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.

     (c) In its exercise of the foreclosure remedy pursuant to Section
                                                               -------
5.5(a)(iii), the Indenture Trustee shall solicit bids for the sale of Principal
----------
Receivables in any amount equal to the Collateral Amount of the affected Series
of Notes at the time of sale and the related Finance Charge Receivables (or
interests therein). The Seller or any of its affiliates shall be entitled to
participate in, and to receive from the Indenture Trustee a copy of each other
bid submitted in connection with, such bidding process; provided that (i) at
                                                        --------
least one participant other than the Seller and any of its affiliates must
submit a bona fide offer, and (ii) the Seller and any of its affiliates are
prohibited from bidding an amount which exceeds fair value for the transferred
assets. The Indenture Trustee shall sell such Receivables (or interests therein)
to the bidder with the highest cash purchase offer. The proceeds of any such
sale shall be applied as specified in the applicable Indenture Supplement.

                                       38

<PAGE>

     Section 5.17. Action on Notes. The Indenture Trustee's right to seek and
                   ---------------
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking or obtaining of or application for any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Collateral or
upon any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied as specified in the applicable Indenture
Supplement.


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

     Section 6.1. Duties of the Indenture Trustee.
                  -------------------------------

     (a) If an Event of Default has occurred and is continuing and a Trustee
Officer shall have actual knowledge or written notice of such Event of Default,
the Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

     (b) Except during the continuance of an Event of Default:

         (i)  the Indenture Trustee undertakes to perform such duties and only
     such duties as are specifically set forth in this Indenture, and no implied
     covenants or obligations shall be read into this Indenture against the
     Indenture Trustee; and

         (ii) in the absence of bad faith or negligence on its part, the
     Indenture Trustee may conclusively rely, as to the truth of the statements
     and the correctness of the opinions expressed therein, upon certificates or
     opinions furnished to the Indenture Trustee and conforming to the
     requirements of this Indenture; provided, however, the Indenture Trustee,
                                     --------  -------
     upon receipt of any resolutions, certificates, statements, opinions,
     reports, documents, orders or other instruments furnished to the Indenture
     Trustee which are specifically required to be furnished pursuant to any
     provision of this Indenture or any Indenture Supplement, shall examine them
     to determine whether they substantially conform to the requirements of this
     Indenture or any Indenture Supplement.

     (c) If a Pay Out Event has occurred and is continuing and a Trustee Officer
shall have actual knowledge or written notice of such Pay Out Event, the
Indenture Trustee shall exercise such of the rights and powers vested in it by
this Indenture, and use

                                       39

<PAGE>

the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person's own
affairs.

     (d) No provision of this Indenture shall be construed to relieve the
Indenture Trustee from liability for its own negligent action, its own negligent
failure to act, or its own willful misconduct, except that:

         (i)   this Section 6.1(d) shall not be construed to limit the effect
                    -------------
     of Section 6.1(a);
        -------------

         (ii)  the Indenture Trustee shall not be liable for any error of
      judgment made in good faith by a Trustee Officer, unless it shall be
      proved that the Indenture Trustee was negligent in ascertaining the
      pertinent facts; and

         (iii) the Indenture Trustee shall not be liable with respect to any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the Indenture and/or the direction of the Holders of Notes
     or for exercising any trust or power conferred upon the Indenture Trustee,
     under this Indenture. The Indenture Trustee shall not be liable for any
     action taken, suffered or omitted to be taken by it in good faith in
     accordance with the direction of the Servicer, the Seller or the Trust in
     compliance with the terms of this Indenture or any Indenture Supplement.

     (e) No provision of this Indenture shall require the Indenture Trustee to
expend or risk its own funds or otherwise incur any liability, financial or
otherwise, in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if it shall have reasonable grounds for believing
that repayment of such funds or indemnity satisfactory to it against such risk
or liability is not reasonably assured to it.

     (f) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to this Section 6.1.
                                     -----------

     (g) Except as expressly provided in this Indenture, the Indenture Trustee
shall have no power to vary the Collateral, including by (i) accepting any
substitute payment obligation for a Receivable initially transferred to the
Trust under the Transfer and Servicing Agreement, (ii) adding any other
investment, obligation or security to the Trust or (iii) withdrawing from the
Issuer any Receivable (except as otherwise provided in the Transfer and
Servicing Agreement).

     (h) The Indenture Trustee shall have no responsibility or liability for
investment losses on Permitted Investments (other than Permitted Investments on
which the institution acting as Indenture Trustee is an obligor). The Indenture
Trustee shall have no obligation to invest and reinvest any cash held in the
absence of timely and

                                       40

<PAGE>


specific written investment direction from the Issuer. In no event shall the
Indenture Trustee be liable for the selection of investments or for investment
losses incurred thereon. The Indenture Trustee shall have no liability in
respect of losses incurred as a result of the liquidation of any investment
prior to its stated maturity or the failure of the Issuer to provide timely
written investment direction.

     (i) The Indenture Trustee shall notify each Rating Agency (i) of any change
in any rating of the Notes by any other Rating Agency of which a Trustee Officer
of the Indenture Trustee has actual knowledge, and (ii) immediately of the
occurrence of any Event of Default or Pay Out Event of which a Trustee Officer
of the Indenture Trustee has actual knowledge of or has actual notice from the
Servicer of potential Pay Out Events or Events of Default.

     (j) For all purposes under this Indenture, the Indenture Trustee shall not
be deemed to have notice or knowledge of any Event of Default, Pay Out Event or
Servicer Default unless a Trustee Officer assigned to and working in the
Corporate Trust Office of the Indenture Trustee has actual knowledge thereof or
has received written notice thereof. For purposes of determining the Indenture
Trustee's responsibility and liability hereunder, any reference to an Event of
Default, Pay Out Event or Servicer Default shall be construed to refer only to
such event of which the Indenture Trustee is deemed to have notice as described
in this Section 6.1(j).
        -------------

     Section 6.2. Notice of Pay Out Event or Event of Default. Upon the
                  -------------------------------------------
occurrence of any Pay Out Event or Event of Default of which a Trustee Officer
has actual knowledge or has received written notice thereof, the Indenture
Trustee shall transmit by mail to all Noteholders as their names and addresses
appear on the Note Register and the Rating Agencies, notice of such Pay Out
Event or Event of Default hereunder known to the Indenture Trustee within thirty
(30) days after it occurs or within ten (10) Business Days after it receives
such notice or obtains actual notice, if later.

     Section 6.3. Rights of Indenture Trustee. Except as otherwise provided in
                  ---------------------------
Section 6.1:
-----------

     (a) the Indenture Trustee may conclusively rely and shall fully be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note or other paper or document reasonably believed by it to be
genuine and to have been signed or presented by the proper party or parties;

     (b) whenever in the administration of this Indenture the Indenture Trustee
shall deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Indenture Trustee (unless other
evidence be herein specifically prescribed) may, in the absence of bad faith on
its part, conclusively rely

                                       41

<PAGE>

upon an Officer's Certificate of the Issuer. The Issuer shall provide a copy of
such Officer's Certificate to the Noteholders at or prior to the time the
Indenture Trustee receives such Officer's Certificate;

     (c) as a condition to the taking, suffering or omitting of any action by it
hereunder, the Indenture Trustee may consult with counsel and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in-good faith and in reliance thereon;

     (d) the Indenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture or to honor the request or
direction of any of the Noteholders pursuant to this Indenture, unless such
Noteholders shall have offered to the Indenture Trustee security or indemnity
satisfactory to it against the costs, expenses and liabilities which might be
incurred by it in compliance with such request or direction;

     (e) the Indenture Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, direction, consent, order, bond,
note or other paper or document, but the Indenture Trustee at the written
direction of one or more of the Noteholders and at the expense of the
Noteholders, in its discretion, may make such further inquiry or investigation
into such facts or matters as it may see fit, and, if the Indenture Trustee
shall determine to make such further inquiry or investigation, it shall be
entitled to examine the books, records and premises of the Issuer and the
Servicer, personally or by agent or attorney;

     (f) the Indenture Trustee may execute any of the trusts or powers hereunder
or perform any duties hereunder either directly or by or through agents,
attorneys, custodians or nominees and the Indenture Trustee shall not be
responsible for any (i) misconduct or negligence on the part of any agent,
attorney, custodians or nominees appointed with due care by it hereunder or (ii)
the supervision of such agents, attorneys, custodians or nominees after such
appointment with due care;

     (g) the Indenture Trustee shall not be liable for any actions taken,
suffered or omitted by it in good faith and believed by it to be authorized or
within the discretion or rights conferred upon the Indenture Trustee by this
Indenture; and

     (h) in the event that the Indenture Trustee is also acting as Paying Agent
and Transfer Agent and Registrar and Successor Servicer, if it becomes Successor
Servicer pursuant to Section 7.2 of the Transfer and Servicing Agreement, the
rights and protections afforded to the Indenture Trustee pursuant to this
Article VI shall also be afforded to such Paying Agent and Transfer Agent and
----------
Registrar and Successor Servicer,

                                       42

<PAGE>

if it becomes Successor Servicer pursuant to Section 7.2 of the Transfer and
Servicing Agreement.

     Section 6.4. Not Responsible for Recitals or Issuance of Notes. The
                  -------------------------------------------------
recitals contained herein and in the Notes, except the certificate of
authentication of the Indenture Trustee, shall be taken as the statements of the
Issuer, and the Indenture Trustee assumes no responsibility for their
correctness. Neither the Indenture Trustee nor any of its agents makes any
representation as to the validity or sufficiency of the Agreement, the Notes, or
any related document. The Indenture Trustee shall not be accountable for the use
or application by the Issuer of the proceeds from the Notes.

     Section 6.5. Restrictions on Holding Notes. The Indenture Trustee shall not
                  -----------------------------
in its individual capacity, but may in a fiduciary capacity, become the owner or
pledgee of Notes and may otherwise deal with the Issuer with the same rights it
would have if it were not Indenture Trustee, Paying Agent, Transfer Agent and
Registrar or such other agent. Any Paying Agent, Transfer Agent and Registrar
that is not also the Indenture Trustee or any other agent of the Issuer, in its
individual or any other capacity, may become the owner or pledgee of Notes and
may otherwise deal with the Issuer with the same rights it would have if it were
not Indenture Trustee, Paying Agent, Transfer Agent and Registrar or such other
agent.

     Section 6.6. Money Held in Trust. Money held by the Indenture Trustee in
                  -------------------
trust hereunder need not be segregated from other funds held by the Indenture
Trustee in trust hereunder except to the extent required herein or required by
law. The Indenture Trustee shall be under no liability for interest on any money
received by it hereunder except as otherwise agreed upon in writing by the
Indenture Trustee and the Issuer.

     Section 6.7. Compensation, Reimbursement and Indemnification. The Servicer
                  -----------------------------------------------
shall pay to the Indenture Trustee from time to time reasonable compensation for
all services rendered by the Indenture Trustee and the Authenticating Agent
under this Agreement (which compensation shall not be limited by any law on
compensation of a trustee of an express trust). The Servicer shall reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Issuer shall direct the Servicer to indemnify,
defend and hold harmless, and the Servicer shall indemnify the Indenture Trustee
and its officers, directors, employees and agents against any and all loss,
liability, expense, damage or claim (including the fees of either in-house
counsel or outside counsel) incurred by it in connection with the administration
of this trust and the performance of its duties hereunder and under any other
Transaction Document, including any claim arising from any failure by Issuer or
Seller to pay when due any sales, excise, transfer or personal taxes relating to
the Receivables. The Indenture Trustee

                                       43

<PAGE>

shall notify the Issuer and the Servicer promptly of any claim for which it may
seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and the
Servicer shall not relieve the Issuer or the Servicer of its obligations
hereunder unless such loss, liability or expense could have been avoided with
such prompt notification and then only to the extent of such loss, expense or
liability which could have been so avoided. The Servicer shall defend any claim
against the Indenture Trustee, the Indenture Trustee may have separate counsel
and, if it does, the Servicer shall pay the fees and expenses of such counsel.
Neither the Issuer nor the Servicer need reimburse any expense or indemnify
against any loss, liability or expense incurred by the Indenture Trustee through
the Indenture Trustee's own willful misconduct or negligence.

     The Servicer's payment obligations to the Indenture Trustee pursuant to
this Section 6.7 shall survive the discharge of this Indenture or earlier
     -----------
resignation or removal of the Indenture Trustee. When the Indenture Trustee
incurs expenses after the occurrence of a Default specified in Section 5.2(c) or
                                                               -------------
5.2(d) with respect to the Issuer, the expenses are intended to constitute
-----
expenses of administration under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or similar law.

     To secure the Servicer's and Issuer's payment obligations in this Section
                                                                       -------
6.7, the Indenture Trustee shall have a lien prior to the Notes on all money or
---
property held or collected by the Indenture Trustee, in its capacity as
Indenture Trustee, except money or property held in trust to pay principal of,
or interest on, the Notes.

     Section 6.8. Replacement of Indenture Trustee. No resignation or removal of
                  --------------------------------
the Indenture Trustee and no appointment of a successor Indenture Trustee shall
become effective until the acceptance of appointment by the successor Indenture
Trustee pursuant to this Section 6.8. The Indenture Trustee may resign at any
                         -----------
time by giving thirty (30) days written notice to the Issuer and the Rating
Agencies. The Holders of Notes representing more than 66 2/3% of the Outstanding
Amount may remove the Indenture Trustee by so notifying the Indenture Trustee in
writing and may appoint a successor Indenture Trustee. The Administrator shall
remove the Indenture Trustee upon written notice if:

         (i)   the Indenture Trustee fails to comply with Section 6.11;
                                                          ------------

         (ii)  the Indenture Trustee is adjudged a bankrupt or insolvent;

         (iii) a receiver of the Indenture Trustee or of its property shall be
     appointed, or any public officer takes charge of the Indenture Trustee or
     its property or its affairs for the purpose of rehabilitation, conservation
      or liquidation; or

                                       44

<PAGE>

          (iv) the Indenture Trustee otherwise becomes legally unable to act.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the
office of Indenture Trustee for any reason (the Indenture Trustee in such event
being referred to herein as the retiring Indenture Trustee), the Administrator
shall promptly appoint a successor Indenture Trustee.

     A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, the Servicer and to the Issuer.
Thereupon the resignation or removal of the retiring Indenture Trustee shall
become effective, and the successor Indenture Trustee shall have all the rights,
powers and duties of the Indenture Trustee under this Indenture. The successor
Indenture Trustee shall mail a notice of its succession to Noteholders. The
retiring Indenture Trustee shall promptly transfer all property held by it as
Indenture Trustee to the successor Indenture Trustee, subject to the payment of
any an all amounts then due and owing to the Indenture Trustee.

     If a successor Indenture Trustee does not take office within sixty (60)
days after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Holders of Notes representing more than 50%
of the Outstanding Amount may petition any court of competent jurisdiction for
the appointment of a successor Indenture Trustee.

     If the Indenture Trustee fails to comply with Section 6.11, any Noteholder
                                                   ------------
may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.

     Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section 6.8, the Issuer's obligations under Section 6.7 shall continue for the
-----------                                 -----------
benefit of the retiring Indenture Trustee.

     The Administrator shall notify the Rating Agencies of any replacement of
the Indenture Trustee pursuant to this Section 6.8.
                                       -----------

     Section 6.9. Successor Indenture Trustee by Merger. If the Indenture
                  -------------------------------------
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided that
such corporation or banking association shall be otherwise qualified and
eligible under Section 6.11. The Indenture Trustee shall provide the Rating
               ------------
Agencies prior written notice of any such transaction.

                                       45

<PAGE>

     In case at the time such successor or successors by merger, conversion,
consolidation or transfer to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor Indenture Trustee and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes in the name of the successor to the Indenture Trustee; and in all such
cases such certificates shall have the full force which it is anywhere in the
Notes or in this Indenture provided that the certificate of the Indenture
Trustee shall have.

     Section 6.10. Appointment of Co-Indenture Trustee or Separate Indenture
                   ---------------------------------------------------------
Trustee.
-------

     (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Collateral may at the time be located, the Indenture Trustee
shall have the power and may execute and deliver all instruments to appoint one
or more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Collateral, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders, such
title to the Collateral, or any part hereof, and, subject to the other
provisions of this Section 6.10, such powers, duties, obligations, rights and
                   ------------
trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 and no notice to
                                         ------------
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8.
               -----------

     (b) Every separate trustee and co-trustee shall, to the extent permitted by
law, be appointed and act subject to the following provisions and conditions:

         (i) all rights, powers, duties and obligations conferred or imposed
     upon the Indenture Trustee shall be conferred or imposed upon and exercised
     or performed by the Indenture Trustee and such separate trustee or
     co-trustee jointly (it being understood that such separate trustee or
     co-trustee is not authorized to act separately without the Indenture
     Trustee joining in such act), except to the extent that under any law of
     any jurisdiction in which any particular act or acts are to be performed
     the Indenture Trustee shall be incompetent or unqualified to perform such
     act or acts, in which event such rights, powers, duties and obligations
     (including the holding of title to the Collateral or any portion thereof in
     any such jurisdiction) shall be exercised and performed singly by such
     separate trustee or co-trustee, but solely at the direction of the
     Indenture Trustee;

                                       46

<PAGE>

          (ii)  no trustee hereunder shall be personally liable by reason of any
     act or omission of any other trustee hereunder;

          (iii) the Indenture Trustee may at any time accept the resignation of
     or remove any separate trustee or co-trustee; and

          (iv)  the Indenture Trustee shall not be liable for any act or failure
     to act on the part of any separate trustee or co-trustee.


     (c) Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
                       ----------
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

     (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Indenture on its behalf and in its name. If any separate trustee or
co-trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

     Section 6.11. Eligibility; Disqualification. The Indenture Trustee shall at
                   -----------------------------
all times satisfy the requirements of TIA (S)310(a). The Indenture Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition and either its long-term
unsecured debt shall be rated at least A3 by Moody's and BBB- by Standard &
Poor's or its short-term debt shall be rated at least P-2 by Moody's or A-2 by
Standard & Poor's. The Indenture Trustee shall comply with TIA (S)310(b),
including the optional provision permitted by the second sentence of TIA
(S)310(b)(9); provided, however, that there shall be excluded from the operation
of TIA (S)310(b)(1) any indenture or indentures under which other securities of
the Issuer are outstanding if the requirements for such exclusion set forth in
TIA (S)310(b)(1) are met.

                                       47

<PAGE>

     Section 6.12. Preferential Collection of Claims Against. The Indenture
                   -----------------------------------------
Trustee shall comply with TIA ss.311(a), excluding any creditor relationship
listed in TIA (S)311(b). An Indenture Trustee who has resigned or been removed
shall be subject to TIA (S)311(a) to the extent indicated.

     Section 6.13. Representations and Covenants of the Indenture Trustee. The
                   ------------------------------------------------------
Indenture Trustee represents, warrants and covenants that:

          (i)   the Indenture Trustee is a banking corporation duly organized
     and validly existing under the laws of the State of New York;

          (ii)  The Indenture Trustee has full power and authority to deliver
     and perform this Indenture and has taken all necessary action to authorize
     the execution, delivery and performance by it of this Indenture and other
     Transaction Documents to which it is a party; and

          (iii) Each of this Indenture and the other Transaction Documents to
     which it is a party has been duly executed and delivered by the Indenture
     Trustee and constitutes its legal, valid and binding obligation in
     accordance with its terms.

     Section 6.14. Custody of the Collateral. The Indenture Trustee shall hold
                   -------------------------
such of the Trust Estate as consists of instruments, deposit accounts,
negotiable documents, money, goods, letters of credit, and advices of credit in
the State of Illinois. The Indenture Trustee shall hold such of the Trust Estate
as constitutes investment property through a securities intermediary, which
securities intermediary shall agree with the Indenture Trustee that (a) such
investment property shall at all times be credited to a securities account of
the Indenture Trustee, (b) such securities intermediary shall treat the
Indenture Trustee as entitled to exercise the rights that comprise each
financial asset credited to such securities account, (c) all property credited
to such securities account shall be treated as a financial asset, (d) such
securities intermediary shall comply with entitlement orders originated by the
Indenture Trustee without the further consent of any other person or entity, (e)
such securities intermediary will not agree with any person or entity other than
the Indenture Trustee to comply with entitlement orders originated by such other
person or entity, (f) such securities accounts and the property credited thereto
shall not be subject to any lien, security interest, or right of set-off in
favor of such securities intermediary or anyone claiming through it (other than
the Indenture Trustee), and (g) such agreement shall be governed by the laws of
the State of Illinois. Terms used in the preceding sentence that are defined in
the Illinois UCC and not otherwise defined herein shall have the meaning set
forth in the Illinois UCC. Except as permitted by this Section 6.14, the
                                                       ------------
Indenture Trustee shall not hold any part of the Trust Estate through an agent
or a nominee.

                                       48

<PAGE>

                                   ARTICLE VII

                        NOTEHOLDERS' LIST AND REPORTS BY
                          INDENTURE TRUSTEE AND ISSUER

     Section 7.1. Issuer to Furnish Indenture Trustee Names and Addresses of
                  ----------------------------------------------------------
Noteholders. The Issuer will furnish or cause to be furnished to the Indenture
-----------
Trustee (a) upon each transfer of a Note, a list, in such form as the Indenture
Trustee may reasonably require, of the names, addresses and taxpayer
identification numbers of the Noteholders as they appear on the Note Register as
of such Record Date, and (b) at such other times, as the Indenture Trustee may
request in writing, within ten (10) days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than ten (10)
days prior to the time such list is furnished; provided, however, that for so
                                               --------  -------
long as the Indenture Trustee is the Transfer Agent and Registrar, the Indenture
Trustee shall furnish to the Issuer such list in the same manner prescribed in
clause (b) above.

     Section 7.2. Preservation of Information; Communications to Noteholders.
                  ----------------------------------------------------------

     (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Noteholders contained in
the most recent list furnished to the Indenture Trustee as provided in Section
                                                                       -------
7.1 and the names, addresses and taxpayer identification numbers of the
---
Noteholders received by the Indenture Trustee in its capacity as Transfer Agent
and Registrar. The Indenture Trustee may destroy any list furnished to it as
provided in Section 7.1 upon receipt of a new list so furnished.
            -----------

     (b) Noteholders may communicate, pursuant to TIA (S)312(b), with other
Noteholders with respect to their rights under this Indenture or under the
Notes.

     (c) The Issuer, the Indenture Trustee and the Transfer Agent and Registrar
shall have the protection of TIA (S)312(c).

     Section 7.3. Reports by Issuer.
                  -----------------

     (a) The Issuer shall:

         (i) file with the Indenture Trustee, within fifteen (15) days after the
     Issuer is required to file the same with the Commission, copies of the
     annual reports and of the information, documents and other reports (or
     copies of such portions of any of the foregoing as the Commission may from
     time to time by rules and regulations prescribe) which the Issuer may be
     required to file with the Commission pursuant to Section 13 or 15(d) of the
                                                      ----------    ----
     Exchange Act;

                                       49

<PAGE>

              (ii)  file with the Indenture Trustee and the Commission in
         accordance with rules and regulations prescribed from time to time by
         the Commission such additional information, documents and reports with
         respect to compliance by the Issuer with the conditions and covenants
         of this Indenture as may be required from time to time by such rules
         and regulations; and

              (iii) supply to the Indenture Trustee (and the Indenture Trustee
         shall transmit by mail to all Noteholders described in TIA (S)313(c))
         such summaries of any information, documents and reports required to be
         filed by the Issuer pursuant to clauses (i) and (ii) of this Section
                                                                      -------
         7.3(a) as may be required by rules and regulations prescribed from time
         -----
         to time by the Commission.

         (b)  Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.


         (c)  Delivery of such reports, information and documents to the
Indenture Trustee is for informational purposes only and the Indenture Trustee's
receipt of such shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Issuer's compliance with any of the covenants hereunder.

         Section 7.4. Reports by Indenture Trustee. If required by TIA
                      ----------------------------
(S)313(a), within sixty (60) days after each March 31 beginning with March 31,
2002, the Indenture Trustee shall mail to each Noteholder as required by TIA
(S)313(c) a brief report dated as of such date that complies with TIA (S)313(a).
The Indenture Trustee also shall comply with TIA (S)313(b).

         A copy of each report at the time of its mailing to Noteholders shall
be filed by the Indenture Trustee with the Commission and each stock exchange,
if any, on which the Notes are listed. The Issuer shall notify the Indenture
Trustee if and when the Notes are listed on any stock exchange.

                                  ARTICLE VIII

                    ALLOCATION AND APPLICATION OF COLLECTIONS

         Section 8.1. Collection of Money. Except as otherwise expressly
                      -------------------
provided herein and in the related Indenture Supplement, the Indenture Trustee
may demand payment or delivery of, and shall receive and collect, directly and
without intervention or assistance of any fiscal agent or other intermediary,
all money and other property payable to or receivable by the Indenture Trustee
pursuant to this Indenture. The Indenture Trustee shall hold all such money and
property received by it in trust for the

                                       50

<PAGE>

Noteholders and shall apply it as provided in this Indenture. Except as
otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under the Transfer and Servicing Agreement
or any other Transaction Document, the Indenture Trustee may, and upon the
written request of the Holders of Notes representing more than 50% of the
principal balance of the Outstanding Notes of the affected Series shall, subject
to Sections 6.1(e) and 6.3(d) take such action as may be appropriate to enforce
   --------------      -----
such payment or performance, including the institution and prosecution of
appropriate Proceedings. Any such action shall be without prejudice to any right
to claim a Pay Out Event or a Default or Event of Default under this Indenture
and to proceed thereafter as provided in Article V.
                                         ---------

     Section 8.2. Rights of Noteholders. The Collateral shall secure the rights
                  ---------------------
of the Holders of the Notes of each Series to receive the portion of Collections
allocable to the Noteholders of such Series pursuant to this Indenture and the
related Indenture Supplement, funds and other property credited to the
Collection Account and the Excess Funding Account (or any subaccount thereof)
allocable to the Noteholders of such Series pursuant to this Indenture and such
Indenture Supplement, funds and other property credited to any related Series
Account and funds available pursuant to any related Series Enhancement, it being
understood that, except as specifically set forth in the Indenture Supplement
with respect thereto, the Notes of any Series or Class shall not be secured by
any interest in any Series Account or Series Enhancement pledged for the benefit
of any other Series or Class.

     Section 8.3. Establishment of Collection Account and Excess Funding
                  ------------------------------------------------------
Account.
-------

     (a) The Servicer, for the benefit of the Noteholders, shall establish and
maintain with the Indenture Trustee or its nominee in the name of the Indenture
Trustee, on behalf of the Issuer, a Qualified Account (including any subaccount
thereof) bearing a designation clearly indicating that the funds and other
property credited thereto are held for the benefit of the Noteholders (the
"Collection Account"). The Indenture Trustee shall possess all right, title and
 ------------------
interest in all monies, instruments, investment property, documents,
certificates of deposit and other property credited from time to time to the
Collection Account and in all proceeds, earnings, income, revenue, dividends and
distributions thereof for the benefit of the Noteholders.

     The Collection Account shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Noteholders. Except as expressly
provided in this Indenture and the Transfer and Servicing Agreement, the
Servicer agrees that it shall have no right of setoff or banker's lien against,
and no right to otherwise deduct from, any funds held in the Collection Account
for any amount owed to it by the Indenture Trustee, the Issuer, any Noteholder
or any Series Enhancer. If, at any time, the Collection Account ceases to be a
Qualified Account and the same is actually known to a Trustee Officer of

                                       51

<PAGE>

the Indenture Trustee, the Indenture Trustee (or the Servicer on its behalf)
shall within 15 days (or such longer period, not to exceed thirty (30) calendar
days, as to which each Rating Agency may consent) establish a new Collection
Account meeting the conditions specified above, transfer any monies, documents,
instruments, investment property, certificates of deposit and other property to
such new Collection Account and from the date such new Collection Account is
established, it shall be the "Collection Account." Pursuant to the authority
                              ------------------
granted to the Servicer in Section 3.1(b) of the Transfer and Servicing
                           --------------
Agreement, the Servicer shall have the power, revocable by the Indenture
Trustee, to make withdrawals and payments from the Collection Account and to
instruct the Indenture Trustee in writing to make withdrawals and payments from
the Collection Account for the purposes of carrying out the Servicer's or the
Indenture Trustee's duties hereunder and under the Transfer and Servicing
Agreement, as applicable. The Servicer shall reduce deposits into the Collection
Account payable by the Seller on any Deposit Date to the extent the Seller is
entitled to receive funds from the Collection Account on such Deposit Date.

     Funds on deposit in the Collection Account (other than investment earnings
and amounts deposited pursuant to Section 2.6, 6.1, or 7.1 of the Transfer and
                                  -----------  ---     ---
Servicing Agreement or Section 11.2 of this Indenture) shall at the written
                       ------------
direction of the Servicer be invested by the Indenture Trustee or its nominee in
Permitted Investments selected by the Servicer. All such Permitted Investments
shall be held by the Indenture Trustee for the benefit of the Noteholders
pursuant to Sections 6.14 and 6.1(h). Investments of funds representing
            -------------     ------
Collections collected during any Monthly Period shall be invested in Permitted
Investments that will mature so that such funds will be available no later than
the close of business on each monthly Transfer Date following such Monthly
Period in amounts sufficient to the extent of such funds to make the required
distributions on the following Distribution Date. No such Permitted Investment
shall be disposed of prior to its maturity; provided, however, that the
                                            --------  -------
Indenture Trustee may sell, liquidate or dispose of any such Permitted
Investment before its maturity, at the written direction of the Servicer, if
such sale, liquidation or disposal would not result in a loss of all or part of
the principal portion of such Permitted Investment or if, prior to the maturity
of such Permitted Investment, a default occurs in the payment of principal,
interest or any other amount with respect to such Permitted Investment. Unless
directed by the Servicer in writing, funds deposited in the Collection Account
on a Transfer Date with respect to the immediately succeeding Distribution Date
are not required to be invested overnight. On each Distribution Date, all
interest and other investment earnings (net of losses and investment expenses)
on funds on deposit in the Collection Account shall be treated as Collections of
Finance Charge Receivables with respect to the last day of the related Monthly
Period, except as otherwise specified in any Indenture Supplement. The Indenture
Trustee shall bear no responsibility or liability for any losses resulting from
investment or reinvestment of any funds in accordance with this Section 8.3 nor
                                                                -----------
for the selection of Permitted Investments in accordance with the provisions of
this Indenture and any Indenture Supplement.

                                       52

<PAGE>

     (b)  The Servicer, for the benefit of the Noteholders, shall establish and
maintain with the Indenture Trustee or its nominee in the name of the Indenture
Trustee, on behalf of the Issuer, a Qualified Account (including any subaccounts
thereof) bearing a designation clearly indicating that the funds and other
property credited thereto are held for the benefit of the Noteholders (the
"Excess Funding Account"). The Indenture Trustee shall possess all right, title
 ----------------------
and interest in all monies, instruments, investment property, documents,
certificates of deposit and other property credited from time to time to the
Excess Funding Account and in all proceeds, dividends distributions, earnings,
income and revenue thereof for the benefit of the Noteholders. The Excess
Funding Account shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Noteholders. Except as expressly provided in this
Indenture and the Transfer and Servicing Agreement, the Servicer agrees that it
shall have no right of setoff or banker's lien against, and no right to
otherwise deduct from, any funds and other property held in the Excess Funding
Account for any amount owed to it by the Indenture Trustee, the Issuer, any
Noteholder or any Series Enhancer. If, at any time, the Excess Funding Account
ceases to be a Qualified Account and the same is actually known to a Trustee
Officer of the Indenture Trustee, the Indenture Trustee (or the Servicer on its
behalf) shall within 15 days (or such longer period, not to exceed thirty (30)
calendar days, as to which each Rating Agency may consent) establish a new
Excess Funding Account meeting the conditions specified above, transfer any
monies, documents, instruments, investment property, certificates of deposit and
other property to such new Excess Funding Account and from the date such new
Excess Funding Account is established, it shall be the "Excess Funding Account."
                                                        ----------------------

     Funds on deposit in the Excess Funding Account shall at the written
direction of the Servicer be invested by the Indenture Trustee in Permitted
Investments selected by the Servicer. All such Permitted Investments shall be
held by the Indenture Trustee or its nominee (including any securities
intermediary) for the benefit of the Noteholders pursuant to Sections 6.14 and
                                                             -------------
6.1(h). Funds on deposit in the Excess Funding Account on any Distribution Date
------
will be invested in Permitted Investments that will mature so that such funds
will be available no later than the close of business on the next succeeding
Transfer Date. No such Permitted Investment shall be disposed of prior to its
maturity; provided, however, that the Indenture Trustee may sell, liquidate or
          --------  -------
dispose of a Permitted Investment before its maturity, at the written direction
of the Servicer, if such sale, liquidation or disposal would not result in a
loss of all or part of the principal portion of such Permitted Investment or if,
prior to the maturity of such Permitted Investment, a default occurs in the
payment of principal, interest or any other amount with respect to such
Permitted Investment. Unless directed by the Servicer in writing, funds
deposited in the Excess Funding Account on a Transfer Date with respect to the
immediately succeeding Distribution Date are not required to be invested
overnight. On each Distribution Date, all interest and other investment earnings
(net of losses and investment expenses) on funds on deposit in the Excess
Funding Account shall be treated as

                                       53

<PAGE>

Collections of Finance Charge Receivables with respect to the last day of the
related Monthly Period except as otherwise specified in the related Indenture
Supplement.

     Section 8.4. Collections and Allocations. From and after the FCMT
                  ---------------------------
Termination Date:

     (a)  Collections. The Servicer shall apply or shall instruct the Indenture
          -----------
Trustee in writing to apply all funds on deposit in the Collection Account as
described in this Article VIII and in each Indenture Supplement. Except as
                  ------------
otherwise provided below, the Servicer shall deposit Collections into the
Collection Account as promptly as possible after the Date of Processing of such
Collections, but in no event later than the second Business Day following the
Date of Processing. Subject to the express terms of any Indenture Supplement,
but notwithstanding anything else in this Indenture or the Transfer and
Servicing Agreement to the contrary, for so long as FCNB shall remain the
Servicer and no Servicer Default has occurred and is continuing and either (i)
the Servicer provides to the Indenture Trustee a letter of credit or other
arrangement covering risk of collection of the Servicer and the Servicer shall
have satisfied the Rating Agency Condition with respect to such arrangement or
(ii) the Servicer (unless the Rating Agency Condition shall have been satisfied
with respect to making monthly deposits) shall have and maintain a certificate
of deposit or short-term deposit rating of P-1 by Moody's and of at least A-1 by
Standard & Poor's and deposit insurance as required by law and by the FDIC, the
Servicer need not make the daily deposits of Collections into the Collection
Account as provided in the preceding sentence, but may make a single deposit in
the Collection Account in immediately available funds on the Transfer Date
following the Monthly Period with respect to which such deposit relates.
Notwithstanding anything else in this Indenture or the Transfer and Servicing
Agreement to the contrary, with respect to any Monthly Period, whether the
Servicer is required to make deposits of Collections pursuant to the first or
the second preceding sentence, (i) the Servicer will only be required to deposit
Collections into the Collection Account up to the aggregate amount of
Collections required to be deposited into any Series Account or, without
duplication, distributed on or prior to the related Distribution Date to
Noteholders or to any Series Enhancer pursuant to the terms of any Indenture
Supplement or Enhancement Agreement, but the Servicer shall account for
Collections as if the full deposit had been made and (ii) if at any time prior
to such Distribution Date the amount of Collections deposited in the Collection
Account exceeds the amount required to be deposited pursuant to clause (i)
                                                                ----------
above, the Servicer will be permitted to withdraw the excess from the Collection
Account and pay such amount to the Holder of the Seller Interest. Subject to the
immediately preceding sentence, the Servicer may retain its Servicing Fee with
respect to a Series and shall not be required to deposit it in the Collection
Account.

     (b)  Series and Seller Allocations. Finance Charge Collections, Collections
          -----------------------------
of Principal Receivables and Defaulted Receivables will be allocated to each
Series of Notes and to the Holders of the Seller Interest in accordance with
this Article VIII and
     ------------

                                       54

<PAGE>

each Indenture Supplement, and amounts so allocated to any Series will not,
except as specified in the related Indenture Supplement, be available to the
Noteholders of any other Series. All Finance Charge Collections, Collections of
Principal Receivables and Defaulted Receivables not so allocated to any Series
of Notes shall be allocated and (in the case of Collections) paid to the Holder
of the Seller Interest, except as otherwise provided in Section 8.4(g).
                                                        --------------

     (c)  Allocation of Collections Between Finance Charge Receivables and
          ----------------------------------------------------------------
Principal Receivables. On each Business Day, the Servicer shall allocate
---------------------
Collections processed on the Accounts as Finance Charge Collections as set forth
in Section 1.3 of the Transfer and Servicing Agreement, or, in the case of
   -----------
Discount Option Receivables, Finance Charge Collections as set forth in Section
                                                                        -------
2.8(b) of the Transfer and Servicing Agreement. In addition all Collections
------
which constitute Net Recoveries, investment earnings (net of investment expenses
and losses) on the Collection Account and the Excess Funding Account shall be
treated as Finance Charge Collections and allocated accordingly. The balance of
the Collections processed on any Business Day shall be allocated to Principal
Receivables.

     (d)  Allocation of Collections of Recoveries and Defaulted Amounts. On each
          -------------------------------------------------------------
Determination Date, the Servicer shall calculate the Investor Default Amount and
the amount of Net Recoveries, if any, for the preceding Monthly Period with
respect to each Series.

     (e)  Adjustments for Miscellaneous Credits. The Servicer shall be obligated
          -------------------------------------
to reduce or adjust, as the case may be, on a net basis, the aggregate amount of
Principal Receivables used to calculate the Seller Amount as provided in this
Section 8.4(e) (a "Credit Adjustment") with respect to any Principal Receivable
--------------     -----------------
(i) which was created in respect of merchandise refused or returned by the
Obligor thereunder, (ii) which is reduced by the Servicer by any rebate, refund,
chargeback or adjustment, (iii) as to which the Obligor thereunder has asserted
a counterclaim or defense and either (x) the Servicer has agreed such
counterclaim or defense is valid or (y) a final nonappealable judgment or decree
has been entered in favor of such Obligor in respect of such counterclaim or
defense by a court or arbitral body having jurisdiction thereof, or (iv) which
the Servicer has determined was created through a fraudulent or counterfeit
charge, but only if and to the extent such fraudulent or counterfeit charges are
not included as charge-offs under the Cardholder Guidelines.

     In the event that the exclusion of the amount of a Credit Adjustment from
the calculation of the Seller Amount would cause the Seller Amount to be less
than the Minimum Seller Amount, Seller shall make a deposit, no later than the
Business Day following the Date of Processing of such Credit Adjustment, in the
Excess Funding Account in immediately available funds, in an amount equal to the
Shortfall Amount, after giving effect to such exclusion to the extent Seller has
received such funds from

                                       55

<PAGE>

FCNB under the Receivables Purchase Agreement and, if Seller has not received
such funds, to the extent Seller has funds available for such purpose after
amounts payable to Securityholders (as defined in the Receivables Purchase
Agreement) have been paid in full. Such deposit shall be applied in accordance
with this Article VIII and the Indenture Supplements and treated as a Principal
          ------------
Collection for all purposes hereof and thereof. Each party hereto agrees that
the failure by the Seller to make the deposit beyond the extent it has such
funds available for such purpose in accordance with this Section 8.4(e) shall
                                                         --------------
not give rise to a claim against the Seller for such failure.

     (f)  Net Payments. So long as FCNB is the Servicer and FCNB, as Servicer,
          ------------
is making daily deposits to the Collection Account in accordance with Section
                                                                      -------
8.4(a), FCNB, acting as Servicer and as agent for the Holder of the Seller
------
Interest, may make a net payment to the Collection Account on each Deposit Date
in the amount of all Collections received by the Servicer since the previous
Deposit Date, minus all amounts payable to the Holder of the Seller Interest on
or before such day in accordance with this Article VIII and the Indenture
                                           ------------
Supplements.

     (g)  Unallocated Collections; Excess Funding Account. On each Business Day,
          -----------------------------------------------
Principal Collections allocable to the Seller Interest (including Shared
Principal Collections and Excess Finance Charge Collections payable to the
Holders of the Seller Interest) in an aggregate amount equal to the Shortfall
Amount shall be deposited in the Excess Funding Account. Thereafter, amounts in
the Excess Funding Account shall be treated as Shared Principal Collections to
the extent that, after giving effect to the application of such amount as Shared
Principal Collections to the extent provided in any Indenture Supplement, the
Seller Amount would equal or exceed the Minimum Seller Amount.

     (h)  Allocation of Deposit Obligations. If the Seller or the Servicer shall
          ---------------------------------
fail to make any Deposit Obligation, the amount thereof shall first be allocated
to reduce the Seller Amount until the Seller Amount equals the Minimum Seller
Amount. Any remaining shortfall shall be allocated to each Series ratably based
upon a fraction the numerator of which is the Allocation Percentage used by such
Series to allocate Default Amounts and the denominator of which is the sum of
all such numerators of all Series outstanding (such allocated amount, the
"Series Share" of such shortfall). The Series Share of each series that
 ------------
specifies a Minimum Seller Percentage greater than zero shall be allocated to
reduce the Seller Amount and any Collections otherwise allocable to the Seller
Amount and the balance on deposit in the Excess Funding Account shall be
available on a ratable basis to such Series to cover any shortfalls arising from
such failure; provided to the extent the Seller Amount falls below zero, any
portion of the Series Share of any such Series that is not covered as described
above shall be allocated to such Series. The Series Share of each Series that
specifies a Minimum Seller Percentage of zero shall be allocated to such series.

                                       56

<PAGE>

     Section 8.5. Shared Principal Collections. From and after the FCMT
                  ----------------------------
Termination Date, on each Distribution Date, (a) the Servicer shall allocate
Shared Principal Collections (as described below) to each Principal Sharing
Series, pro rata, in proportion to the Principal Shortfalls (as described
below), if any, with respect to each such Series and (b) the Servicer shall
withdraw from the Collection Account an amount equal to the excess, if any, of
(i) the aggregate amount for all outstanding Series of Collections of Principal
Receivables which the related Indenture Supplements specify are to be treated as
"Shared Principal Collections" for such Distribution Date over (ii) the
 ----------------------------
aggregate amount for all outstanding Series which the related Indenture
Supplements specify are "Principal Shortfalls" for such Series and for such
                         --------------------
Distribution Date and shall (A) deposit such funds into the Excess Funding
Account in an aggregate amount equal to the Shortfall Amount in accordance with
Section 8.4(g) and (B) pay any remaining amount to the Holders of the Seller
--------------
Interest. The Seller may, at its option, instruct the Indenture Trustee in
writing to deposit Shared Principal Collections which are otherwise payable to
the holders of the Seller Interest pursuant to the provisions set forth above
into the Excess Funding Account.

     Section 8.6. Excess Finance Charge Collections. From and after the FCMT
                  ---------------------------------
Termination Date, on each Distribution Date, (a) the Servicer shall allocate
Excess Finance Charge Collections (as described below) to each Excess Allocation
Series, pro rata, in proportion to the Finance Charge Shortfalls (as described
below), if any, with respect to each such Series and (b) the Servicer shall
withdraw from the Collection Account an amount equal to the excess, if any, of
(x) the aggregate amount for all outstanding Series of Collections of Finance
Charge Receivables which the related Supplements specify are to be treated as
"Excess Finance Charge Collections" for such Distribution Date over (y) the
 ---------------------------------
aggregate amount for all outstanding Series which the related Supplements
specify are "Finance Charge Shortfalls" for such Series and such Distribution
             -------------------------
Date and shall (A) deposit such funds into the Excess Funding Account in an
aggregate amount equal to the Shortfall Amount in accordance with Section 8.4(g)
                                                                          ------
and (b) pay any remaining amount to the holders of the Seller Interest;
    ---
provided, however, that the sharing of Excess Finance Charge Collections among
--------  -------
Series will continue only until such time, if any, at which the Seller shall
deliver to the Indenture Trustee an Officer's Certificate to the effect that, in
the reasonable belief of the Seller, the continued sharing of Excess Finance
Charge Collections among Series would have adverse regulatory implications with
respect to the Seller. Notwithstanding the foregoing, a Group of Series may
specify in their related Indenture Supplements that Excess Finance Charge
Collections from such Series shall be allocated as provided above but only among
the Series in such Group.

                                       57

<PAGE>

     Section 8.7. Allocation of Collateral to Series or Groups. To the extent so
                  --------------------------------------------
provided in the Indenture Supplement for any Series or in an Indenture
Supplement otherwise executed pursuant to Section 10.1, Receivables conveyed to
                                          ------------
the Issuer pursuant to Section 2.1 of the Transfer and Servicing Agreement and
                       -----------
Receivables conveyed to the Issuer pursuant to Section 2.9 of the Transfer and
                                               -----------
Servicing Agreement and all Collections received with respect thereto may be
allocated or applied in whole or in part to one or more Series or Groups as may
be provided in such Indenture Supplement; provided, however, that any such
                                          --------  -------
allocation or application shall be effective only upon satisfaction of the
following conditions:

          (1)  on or before the fifth Business Day immediately preceding such
     allocation, the Servicer shall have given the Indenture Trustee and each
     Rating Agency written notice of such allocation;

          (2)  the Rating Agency Condition shall have been satisfied with
     respect to such allocation; and

          (3)  the Servicer shall have delivered to the Indenture Trustee an
     Officer's Certificate, dated the date of such allocation, to the effect
     that the Servicer reasonably believes that such allocation will not have an
     Adverse Effect.

     Any such Indenture Supplement may provide that (i) such allocation to one
or more particular Series or Groups may terminate upon the occurrence of certain
events specified therein and (ii) that upon the occurrence of any such event,
such assets and any Collections with respect thereto, shall be reallocated to
other Series or Groups or to all Series, all as shall be provided in such
Indenture Supplement.

     Section 8.8. Release of Collateral; Eligible Loan Documents.
                  ----------------------------------------------

     (a)  Upon the written direction of the Issuer, the Indenture Trustee may,
and when required by the provisions of this Indenture shall, execute instruments
to release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances which are
not inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article VIII
                                                                 ------------
shall be bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
monies.

     (b)  In order to facilitate the servicing of the Receivables by the
Servicer, the Indenture Trustee upon Issuer Order shall authorize the Servicer
to execute in the name and on behalf of the Indenture Trustee instruments of
satisfaction or cancellation, or of partial or full release or discharge, and
other comparable instruments with respect to the

                                       58

<PAGE>

Receivables (and the Indenture Trustee shall execute any such documents on
written request of the Servicer), subject to the obligations of the Servicer
under the Transfer and Servicing Agreement.

       (c)   The Indenture Trustee shall, at such time as there are no Notes
outstanding, release and transfer, without recourse, all of the Collateral that
secured the Notes (other than any cash held for the payment of the Notes
pursuant to Section 4.2). The Indenture Trustee shall release property from the
            -----------
lien of this Indenture pursuant to this Section 8.9(c) only upon receipt of an
                                        --------------
Issuer Order accompanied by an Officer's Certificate, an Opinion of Counsel and
(if required by the TIA) Independent Certificates in accordance with TIA
(S)314(c) and 314(d)(1) meeting the applicable requirements of Section 12.1.
                                                               ------------

       (d)   Notwithstanding anything to the contrary in this Indenture, the
Transfer and Servicing Agreement and the Trust Agreement, immediately prior to
the release of any portion of the Collateral or any funds on deposit in the
Series Accounts pursuant to this Indenture, the Indenture Trustee shall at the
written request of the Issuer remit to the Seller for its own account any funds
that, upon such release, would otherwise be remitted to the Issuer.

       Section 8.9.  Opinion of Counsel. The Indenture Trustee shall receive at
                     ------------------
least seven (7) days notice when requested by the Issuer to take any action
pursuant to Section 8.8(a), accompanied by copies of any instruments involved,
            --------------
and the Indenture Trustee shall also require, as a condition to such action, an
Opinion of Counsel, in form and substance reasonably satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of the provisions of this Indenture;
provided, however, that such Opinion of Counsel shall not be required to express
--------  -------
an opinion as to the fair value of the Collateral. The Indenture Trustee and
counsel rendering any such opinion may conclusively rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                   ARTICLE IX

                    DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

       Distributions shall be made to, and reports shall be provided to,
Noteholders as set forth in the applicable Indenture Supplement. The identity of
the Noteholders with respect to distributions and reports shall be determined
according to the immediately preceding Record Date.

                                       59

<PAGE>


                                    ARTICLE X

                             SUPPLEMENTAL INDENTURES

       Section 10.1.  Supplemental Indentures Without Consent of Noteholders.
                      ------------------------------------------------------

       (a)   Without the consent of the Holders of any Notes but with prior
notice to each Rating Agency with respect to the Notes of all Series rated by
such Rating Agency, the Issuer and the Indenture Trustee, when authorized by an
Issuer Order, at any time and from time to time, may enter into one or more
indentures supplemental hereto (which shall conform to the provisions of the TIA
as in force at the date of the execution thereof), in form satisfactory to the
Indenture Trustee, for any of the following purposes:

             (i)     to correct or amplify the description of any property at
       any time subject to the lien of this Indenture, or better to assure,
       convey and confirm unto the Indenture Trustee any property subject or
       required to be subjected to the lien of this Indenture, or to subject to
       the lien of this Indenture additional property;

             (ii)    to evidence the succession, in compliance with Section
                                                                    -------
       3.11, of another person to the Issuer, and the assumption by any such
       ----
       successor of the covenants of the Issuer contained herein and in the
       Notes;

             (iii)   to add to the covenants of the Issuer, for the benefit of
       the Holders of the Notes, or to surrender any right or power herein
       conferred upon the Issuer;


             (iv)    to convey, transfer, assign, mortgage or pledge any
       property to or with the Indenture Trustee;

             (v)     to cure any ambiguity, to correct or supplement any
       provision herein or in any supplemental indenture that may be
       inconsistent with any other provision herein or in any supplemental
       indenture or to make any other provisions with respect to matters or
       questions arising under this Indenture or in any supplemental indenture;
       provided that such action shall not adversely affect the interests of the
       --------
       Holders of the Notes;

             (vi)    to evidence and provide for the acceptance of the
       appointment hereunder by a successor indenture trustee with respect to
       the Notes and to add to or change any of the provisions of this Indenture
       as shall be necessary to facilitate the administration of the trusts
       hereunder by more than one indenture trustee, pursuant to the
       requirements of Article VI;
                       ----------

                                       60

<PAGE>

             (vii)    to modify, eliminate or add to the provisions of this
       Indenture to such extent as shall be necessary to effect the
       qualification of this Indenture under the TIA or under any similar
       federal statute hereafter enacted and to add to this Indenture such other
       provisions as may be expressly required by the TIA;

             (viii)   to provide for the issuance of one or more new Series of
       Notes, in accordance with the provisions of Section 2.12; or
                                                   ------------

             (ix)     to provide for the termination of any interest rate swap
       agreement or other form of credit enhancement or maturity guarantee
       agreement in accordance with the provisions of the related Indenture
       Supplement.

       The Indenture Trustee is hereby authorized to join in the execution of
any such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

       (b)   The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any Noteholders of any Series then
Outstanding but upon satisfaction of the Rating Agency Condition with respect to
the Notes of all Series, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided,
                                                                    --------
however that the Seller shall have delivered to the Owner Trustee and the
-------
Indenture Trustee an Officer's Certificate, dated the date of any such action,
stating that all requirements for such amendments contained in the Agreement
have been met and the Seller reasonably believes that such action will not have
an Adverse Effect. Additionally, notwithstanding the preceding sentence, the
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
without the consent of any Noteholders of any Series then Outstanding or the
Series Enhancers for any Series, enter into an indenture or indentures
supplemental hereto to add, modify or eliminate such provisions as may be
necessary or advisable in order to enable all or a portion of the Issuer (i) to
qualify as, and to permit an election to be made to cause the Issuer to be
treated as, a "financial asset securitization investment trust" as described in
the provisions of Section 860L of the Code, and (ii) to avoid the imposition of
state or local income or franchise taxes imposed on the Issuer's property or its
income; provided, however, that (i) the Seller delivers to the Indenture Trustee
        --------  -------
and the Owner Trustee an Officer's Certificate to the effect that the proposed
amendments meet the requirements set forth in this Section 10.1(b), (ii) the
                                                   ---------------
Rating Agency Condition will have been satisfied and (iii) such amendment does
not affect the rights, duties, protections, indemnities, immunities or
obligations of the Indenture Trustee or the Owner Trustee hereunder. The
amendments which the Seller may make without the consent of Noteholders pursuant
to the preceding sentence may include the addition or sale of Receivables.

                                       61

<PAGE>

       Section 10.2. Supplemental Indentures with Consent of Noteholders. The
                     ---------------------------------------------------
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
upon satisfaction of the Rating Agency Condition and with the consent of the
Holders of Notes representing more than 66-2/3% of the principal balance of the
Outstanding Notes of each adversely affected Series, by Act of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of such Noteholders under this Indenture;
provided, however that no such supplemental indenture shall, without the consent
--------  -------
of the Holder of each outstanding Note affected thereby:

       (a)   change the due date of any installment of principal of or interest
on any Note, or reduce the principal amount thereof, the interest rate specified
thereon or the redemption price with respect thereto or change any place of
payment where, or the coin or currency in which, any Note or any interest
thereon is payable;

       (b)   impair the right to institute suit for the enforcement of the
provisions of this Indenture requiring the application of funds available
therefor, as provided in Article V, to the payment of any such amount due on the
                         ---------
Notes on or after the respective due dates thereof (or, in the case of
redemption, on or after the Redemption Date);

       (c)   reduce the percentage of the Outstanding Notes of any Series the
consent of the Holders of which is required for any such supplemental indenture,
or the consent of the Holders of which is required for any waiver of compliance
with certain provisions of this Indenture or certain defaults hereunder and
their consequences as provided for in this Indenture;

       (d)   reduce the percentage of the Outstanding Notes of any Series, the
consent of the Holders of which is required to direct the Indenture Trustee to
sell or liquidate the Collateral if the proceeds of such sale would be
insufficient to pay the principal amount and accrued but unpaid interest on the
outstanding Notes of such Series;

       (e)   decrease the percentage of the Outstanding Notes required to amend
the sections of this Indenture which specify the applicable percentage of the
Outstanding Notes of any Series necessary to amend the Indenture or any
Transaction Documents which require such consent;

       (f)   modify or alter the provisions of this Indenture prohibiting the
voting of Notes held by the Issuer, any other Obligor on the Notes, a Seller or
any affiliate thereof; or

                                       62

<PAGE>

       (g)   permit the creation of any Lien ranking prior to or on a parity
with the lien of this Indenture with respect to any part of the Collateral for
any Notes or, except as otherwise permitted or contemplated herein, terminate
the Lien of this Indenture on any such Collateral at any time subject hereto or
deprive the Holder of any Note of the security provided by the Lien of this
Indenture.

       The Indenture Trustee may in its discretion determine whether or not any
Notes would be affected by any supplemental indenture and any such determination
shall be conclusive upon the Holders of all Notes, whether theretofore or
thereafter authenticated and delivered hereunder. The Indenture Trustee shall
not be liable for any such determination made in good faith.

       Satisfaction of the Rating Agency Condition shall not be required with
respect to the execution of any supplemental indenture pursuant to this Section
                                                                        -------
10.2 for which the consent of all of the affected Noteholders is required.
----

       It shall not be necessary for any Act of Noteholders under this Section
                                                                       -------
10.2 to approve the particular form of any proposed supplemental indenture, but
----
it shall be sufficient if such Act shall approve the substance thereof.

       Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section 10.2, the Indenture Trustee
                                            ------------
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates written notice setting forth in general terms the substance of
such supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

       Section 10.3. Execution of Supplemental Indentures. In executing, or
                     ------------------------------------
permitting the additional trusts created by, any supplemental indenture
permitted by this Article X or the modification thereby of the trusts created by
                  ---------
this Indenture, the Indenture Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture and stating that all requisite consents have been obtained or that no
consents are required and stating that such supplemental indenture or
modification constitutes the legal, valid and binding obligation of the Issuer
in accordance with its terms. The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

                                       63

<PAGE>

       Section 10.4. Effect of Supplemental Indenture. Upon the execution of any
                     --------------------------------
supplemental indenture under this Article X, this Indenture shall be modified in
                                  ---------
accordance therewith, and such supplemental indenture shall form a part of this
Indenture for all purposes, and every Holder of Notes theretofore or thereafter
authenticated and delivered hereunder shall be bound thereby. This Section 10.4
                                                                   ------------
does not apply to Indenture Supplements.

       Section 10.5. Conformity With Trust Indenture Act. Every amendment of
                     -----------------------------------
this Indenture and every supplemental indenture executed pursuant to this
Article X shall conform to the requirements of the TIA as then in effect so long
---------
as this Indenture shall then be qualified under the TIA.

       Section 10.6. Reference in Notes to Supplemental Indentures. Notes
                     ---------------------------------------------
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article X may, and if required by the Indenture Trustee shall,
                 ---------
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer shall so determine,
new Notes so modified as to conform, in the opinion of the Indenture Trustee and
the Issuer, to any such supplemental indenture may be prepared and executed by
the Issuer and authenticated and delivered by the Indenture Trustee in exchange
for the outstanding Notes.

                                   ARTICLE XI

                                   TERMINATION

       Section 11.1. Termination of Issuer. The Issuer and the respective
                     ---------------------
obligations and responsibilities of the Indenture Trustee created hereby (other
than the obligation of the Indenture Trustee to make payments to Noteholders as
hereinafter set forth) shall terminate, except with respect to the duties
described in Section 11.2(b), as provided in the Trust Agreement.
             ---------------

       Section 11.2. Final Distribution.
                     ------------------

       (a)   The Servicer shall give the Indenture Trustee and the Rating
Agencies at least thirty (30) days prior written notice of the Distribution Date
on which the Noteholders of any Series or Class may surrender their Notes for
payment of the final distribution on and cancellation of such Notes (or, in the
event of a final distribution resulting from the application of Section 2.6 of
                                                                -----------
the Transfer and Servicing Agreement, notice of such Distribution Date promptly
after the Servicer has determined that a final distribution will occur, if such
determination is made less than thirty (30) days prior to such Distribution
Date). Such notice shall be accompanied by an Officer's Certificate setting
forth the information specified in Section 3.5 of the Transfer and Servicing
                                   -----------
Agreement covering the period during the then-current calendar year

                                       64

<PAGE>

through the date of such notice. Not later than the fifth day of the month in
which the final distribution in respect of such Series or Class is payable to
Noteholders, the Indenture Trustee shall provide notice to Noteholders of such
Series or Class specifying (i) the date upon which final payment of such Series
or Class will be made upon presentation and surrender of Notes of such Series or
Class at the office or offices therein designated, (ii) the amount of any such
final payment and (iii) that the Record Date otherwise applicable to such
payment date is not applicable, payments being made only upon presentation and
surrender of such Notes at the office or offices therein specified (which in the
case of Bearer Notes shall be outside the United States). The Indenture Trustee
shall give such notice to the Transfer Agent and Registrar and the Paying Agent
at the time such notice is given to Noteholders.

       (b)   Notwithstanding a final distribution to the Noteholders of any
Series or Class (or the termination of the Issuer), except as otherwise provided
in this paragraph, all funds then on deposit in the Collection Account and any
Series Account allocated to such Noteholders shall continue to be held in trust
for the benefit of such Noteholders and the Paying Agent or the Indenture
Trustee shall pay such funds to such Noteholders upon surrender of their Notes,
if certificated (and any excess shall be paid in accordance with the terms of
any Enhancement Agreement). In the event that all such Noteholders shall not
surrender their Notes for cancellation within six (6) months after the date
specified in the notice from the Indenture Trustee described in paragraph (a),
the Indenture Trustee shall give a second notice to the remaining such
Noteholders to surrender their Notes for cancellation and receive the final
distribution with respect thereto (which surrender and payment, in the case of
Bearer Notes, shall be outside the United States). If within one year after the
second notice all such Notes shall not have been surrendered for cancellation,
the Indenture Trustee may take appropriate steps, or may appoint an agent to
take appropriate steps, to contact the remaining such Noteholders concerning
surrender of their Notes, and the cost thereof shall be paid out of the funds in
the Collection Account or any Series Account held for the benefit of such
Noteholders. The Indenture Trustee and, upon the written request of the
Servicer, the Paying Agent shall pay to the Issuer any monies held by them for
the payment of principal or interest that remains unclaimed for two (2) years.
After payment to the Issuer, Noteholders entitled to the money must look to the
Issuer for payment as general creditors unless an applicable abandoned property
law designates another Person.

       Section 11.3. Issuer's Termination Rights. Upon the termination of the
                     ---------------------------
Issuer pursuant to the terms of the Trust Agreement and upon the written
direction of the Issuer, the Indenture Trustee shall assign and convey to the
Holders of the Seller Interest or any of their designees, without recourse,
representation or warranty, all right, title and interest of the Issuer in the
Receivables, whether then existing or thereafter created, all Recoveries related
thereto all monies due or to become due and all amounts received or receivable
with respect thereto (including all moneys then

                                       65

<PAGE>

held in the Collection Account or any Series Account) and all proceeds thereof,
except for amounts held by the Indenture Trustee pursuant to Section 11.2(b).
                                                             ---------------
The Indenture Trustee shall execute and deliver such instruments of transfer and
assignment, in each case without recourse, as shall be reasonably requested in
writing by the Holders of the Seller Interest to vest in the Holders of the
Seller Interest or any of their designees all right, title and interest which
the Indenture Trustee had in the Collateral and such other property.

                                   ARTICLE XII

                                  MISCELLANEOUS

     Section 12.1.  Compliance Certificates and Opinions etc.
                    ----------------------------------------

     (a)  Upon any application or request by the Issuer to the Indenture Trustee
to take any action under any provision of this Indenture, the Issuer shall
furnish to the Indenture Trustee (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with and (ii) (if required by the TIA) an
Independent Certificate from a firm of certified public accountants meeting the
applicable requirements of this Section 12.1, except that, in the case of any
                                ------------
such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

     Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:

          (i)   a statement that each signatory of such certificate or opinion
     has read or has caused to be read such covenant or condition and the
     definitions herein relating thereto;

          (ii)  a brief statement as to the nature and scope of the examination
     or investigation upon which the statements or opinions contained in such
     certificate or opinion are based;

          (iii) a statement that, in the opinion of each such signatory, such
     signatory has made such examination or investigation as is necessary to
     enable such signatory to express an informed opinion as to whether or not
     such covenant or condition has been complied with; and

          (iv)  a statement as to whether, in the opinion of each such
     signatory, such condition or covenant has been complied with.

                                       66

<PAGE>

     (b)  Other than with respect to the release of any Receivables in Removed
Accounts, whenever any property or investment property is to be released from
the lien of this Indenture, the Issuer shall also furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within ninety (90) days of
such release) of the property or securities proposed to be released and stating
that in the opinion of such person the proposed release will not impair the
security under this Indenture in contravention of the provisions hereof.

          (i) Notwithstanding any other provision of this Section 12.1, the
                                                          ------------
     Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables
     as and to the extent permitted or required by the Transaction Documents and
     (B) make cash payments out of the Series Accounts as and to the extent
     permitted or required by the Transaction Documents.

     Section 12.2. Form of Documents Delivered to Indenture Trustee. In any case
                   ------------------------------------------------
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

     Any certificate or opinion of a Responsible Officer of the Issuer may be
based, insofar as it relates to legal matters, upon a certificate or opinion of,
or representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which such officer's certificate or opinion is
based are erroneous. Any such certificate of a Responsible Officer or Opinion of
Counsel may be based, insofar as it relates to factual matters, upon a
certificate or opinion of, or representations by, an officer or officers of the
Servicer, a Seller, the Issuer or the Administrator, stating that the
information with respect to such factual matters is in the possession of the
Servicer, a Seller, the Issuer or the Administrator, unless such Responsible
Officer or Counsel has actual knowledge that the certificate or opinion or
representations with respect to such matters are erroneous.

     Where any Person is required to make, give or execute two (2) or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

                                       67

<PAGE>

     Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to conclusively rely upon the
truth and accuracy of any statement or opinion contained in any such document as
provided in Article VI.
            ----------

     Section 12.3. Acts of Noteholders.
                   -------------------

     (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Noteholders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Noteholders in person or by their agents duly
appointed in writing and satisfying any requisite percentages as to minimum
number or dollar value of outstanding principal amount represented by such
Noteholders; and, except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments are delivered to the
Indenture Trustee, and, where it is hereby expressly required, to the Issuer.
Such instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Noteholders
                                                  ---
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this Indenture and conclusive in favor of the Indenture Trustee and
the Issuer, if made in the manner provided in this Section 12.3.
                                                   ------------

     (b) The fact and date of the execution by any Person of any such instrument
or writing may be proved in any manner which the Indenture Trustee deems
sufficient.

     (c) The ownership of Notes shall be proved by the Note Register.

     (d) Any request, demand, authorization, direction, notice, consent, waiver
or other action by the Holder of any Notes shall bind the Holder (and any
transferee thereof) of every Note issued upon the registration thereof in
exchange therefor or in lieu thereof, in respect of anything done, omitted or
suffered to be done by the Indenture Trustee or the Issuer in reliance thereon,
whether or not notation of such action is made upon such Note.

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<PAGE>

     Section 12.4. Notices, Etc. to Indenture Trustee and Issuer. Any request,
                   ---------------------------------------------
demand, authorization, direction, notice, consent, waiver or Act of Noteholders
or other documents provided or permitted by the Agreement to be made upon, given
or furnished to, or filed with:

     (a) the Indenture Trustee by any Noteholder or by the Issuer shall be
sufficient for every purpose hereunder if made, given, furnished or filed in
writing to a Trustee Officer, by facsimile transmission or by other means
acceptable to the Indenture Trustee to or with the Indenture Trustee at its
Corporate Trust Office; or

     (b) the Issuer by the Indenture Trustee or by any Noteholder shall be
sufficient for every purpose hereunder if in writing and mailed, first-class
postage prepaid, to the Issuer addressed to it and received by it c/o Bankers
Trust Company, Four Albany Street, 10th Floor, New York, New York 10006, Attn:
Corporate Trust and Agency Services, or at any other address previously
furnished in writing to the Indenture Trustee by the Issuer. A copy of each
notice to the Issuer shall be sent in writing and mailed, first-class postage
prepaid, to the Administrator at First Consumers National Bank, 9300 S.W. Gemini
Drive, Beaverton, Oregon 97008, Attn.: President.

     Section 12.5. Notices to Noteholders; Waiver. Where the Indenture provides
                   ------------------------------
for notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed by
registered or certified mail or first class postage prepaid or national
overnight courier service to each Noteholder affected by such event, at its
address as it appears on the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Noteholders is given by mail, neither the failure to
mail such notice, nor any defect in any notice so mailed, to any particular
Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice which is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.

     Where this Indenture provides for notice in any manner, such notice may be
waived in writing by any Person entitled to receive such notice, either before
or after the event, and such waiver shall be the equivalent of such notice.
Waivers of notice by Noteholders shall be filed with the Indenture Trustee but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.

     In the event that, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be

                                       69

<PAGE>

satisfactory to the Indenture Trustee shall be deemed to be a sufficient giving
of such notice.

     Where this Indenture provides for notice to any Rating Agency, failure to
give such notice shall not affect any other rights or obligations created
hereunder and shall not under any circumstance constitute a Default or Event of
Default.

     Section 12.6. Alternate Payment and Notice Provisions. Notwithstanding any
                   ---------------------------------------
provision of this Indenture or any of the Notes to the contrary, the Issuer,
with the prior written consent of the Indenture Trustee, may enter into any
agreement with any Holder of a Note providing for a method of payment, or notice
by the Indenture Trustee or any Paying Agent to such Holder, that is different
from the methods provided for in this Indenture for such payments or notices.
The Issuer will furnish to the Indenture Trustee a copy of each such agreement
and the Indenture Trustee will cause payments to be made and notices to be given
in accordance with such agreements.

     Section 12.7. Conflict with Trust Indenture Act. If any provision hereof
                   ---------------------------------
limits, qualifies or conflicts with another provision hereof that is required to
be included in this indenture by any of the provisions of the TIA, such required
provision shall control.

     The provisions of TIA (S)(S)310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     Section 12.8. Effect of Headings and Table of Contents. The Article and
                   ----------------------------------------
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

     Section 12.9. Successors and Assigns. All covenants and agreements in this
                   ----------------------
Indenture by the Issuer shall bind its successors and assigns, whether so
expressed or not.

     Section 12.10. Separability. In case any provision in this Indenture or in
                    ------------
the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     Section 12.11. Benefits of Indenture. Nothing in this Indenture or in the
                    ---------------------
Notes, express or implied, shall give to any Person, other than the parties
hereto and

                                       70

<PAGE>

their successors hereunder, and the Noteholders, the Servicer and the Seller,
any benefit.

     Section 12.12. Legal Holidays. In any case where the date on which any
                    --------------
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

     Section 12.13. GOVERNING LAW. THIS INDENTURE AND EACH NOTE SHALL BE
                    -------------
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF ILLINOIS
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN; PROVIDED, HOWEVER,
THAT THE DUTIES AND OBLIGATIONS OF THE INDENTURE TRUSTEE SHALL BE CONSTRUED IN
ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT
REFERENCE TO ITS CHOICE OF LAW PROVISIONS.

     Section 12.14. Counterparts. This Indenture may be executed in any number
                    ------------
of counterparts, each of which so executed shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
instrument.

     Section 12.15. Issuer Obligation. No recourse may be taken, directly or
                    -----------------
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in its individual capacity, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles V, VI and VII of the Trust Agreement.
                                ----------  --     ---

                                       71

<PAGE>

     Section 12.16. No Petition. The Indenture Trustee, by entering into
                    -----------
this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against the Issuer, First
Consumers Master Trust or the Seller, or join in instituting against the Issuer,
First Consumers Master Trust or the Seller any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States federal or state bankruptcy or similar law.

                                       72

<PAGE>

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

                                            FIRST CONSUMERS CREDIT CARD
                                            MASTER NOTE TRUST,
                                            as Issuer

                                            By:  Bankers Trust Company,
                                            not in its individual capacity,
                                            but solely as Owner Trustee

                                            By: /s/ Eileen M. Hughes
                                                --------------------
                                            Name: Eileen M. Hughes
                                            Title: Vice President

                                            THE BANK OF NEW YORK,

                                            as Indenture Trustee

                                            By: /s/ Greg Anderson
                                               ---------------------
                                            Name: Greg Anderson
                                            Title: Authorized Agent

Acknowledged and Accepted:

FIRST CONSUMERS NATIONAL BANK,
as Servicer

By: /s/ John R. Steele
    ------------------
Name: John R. Steele
Title: Treasurer

FIRST CONSUMERS CREDIT CORPORATION,
as Seller

By: /s/ John R. Steele
    ------------------
Name: John R. Steele
Title: Treasurer

First Consumers Credit Card Master Note Trust

                                       73

<PAGE>

Master Indenture Signature Page

                                       74

<PAGE>

                                     ANNEX A
                                       to
                                MASTER INDENTURE

                                   DEFINITIONS
                                   -----------

                                       75

<PAGE>

                                     ANNEX B
                                       to
                                MASTER INDENTURE

                     PERFECTION REPRESENTATIONS, WARRANTIES
                                  AND COVENANTS

       (A) Effective on the RPA Closing Date, in addition to the
representations, warranties and covenants contained in the Master Indenture,
Issuer hereby represents, warrants and covenants to the Indenture Trustee as
follows:

       (1)   The Master Indenture creates a valid and continuing security
interest (as defined in the applicable UCC) in (i) the Collateral Certificate
and (ii) Permitted Investments (the Collateral Certificate and Permitted
Investments together, the "Collateral" for the purposes of this paragraph (A))
                           ----------                           -------------
in favor of the Indenture Trustee, which security interest is prior to all other
Liens, and is enforceable as such against creditors of and purchasers from the
Issuer (other than Liens permitted pursuant to paragraph (A)(3) below).

       (2)   The Collateral Certificate constitutes a "certificated security,"
"instrument" or "general intangible" within the meaning of the applicable UCC.
The Permitted Investments constitute "instruments," "payment intangibles,"
"uncertificated securities" or "deposit accounts" under the applicable UCC.

       (3)   Issuer owns and has good and marketable title to the Collateral
free and clear of any Lien, claim or encumbrance of any Person; provided that
nothing in this paragraph 3 shall prevent or be deemed to prohibit Issuer from
suffering to exist upon any of the Collateral any Liens for any taxes if such
taxes shall not at the time be due and payable or if FCNB or Issuer, as
applicable, shall currently be contesting the validity thereof in good faith by
appropriate proceedings and shall have set aside on its books adequate reserves
with respect thereto. Issuer has received all consents and approvals required by
the terms of the Collateral to the sale of the Collateral hereunder to the
Indenture Trustee.

       (4)   (a) If perfection is by filing (i) Issuer has caused, or will have
caused within 10 days, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in
order to perfect the security interest in the Collateral granted to the
Indenture Trustee under the Master Indenture. (b) If perfection is by
possession, all original executed copies of each mortgage note, promissory note
or security certificate that constitute or evidence the Collateral have been
delivered to the Indenture Trustee. Each security certificate either (i) is in
bearer form, (ii) has been indorsed, by an effective indorsement, to the
Indenture Trustee or in blank or (iii) has been registered in the name of the
Indenture Trustee. (c) With regard to

                                       76

<PAGE>

Permitted Investments that constitute "deposit accounts" within the meaning of
the applicable UCC (the "deposit accounts"), Issuer has delivered to the
                         ----------------
Indenture Trustee a fully executed agreement pursuant to which the bank
maintaining the deposit accounts has agreed to comply with all instructions
originated by the Indenture Trustee directing disposition of the funds in such
deposit accounts without further consent by the Issuer, or Issuer has taken all
steps necessary to cause Indenture Trustee to become the account holder of the
deposit accounts. (d) If perfection is by control, with regard to Permitted
Investments that constitute "uncertificated securities" within the meaning of
the applicable UCC, each issuer of Permitted Investments that constitutes an
uncertificated security has registered the Indenture Trustee as the registered
owner, or the Issuer is the registered owner of such uncertificated security and
has agreed in writing that it will comply with instructions originated by the
Indenture Trustee without further consent by the Issuer.

       (5)   Other than the grant of the security interest in the Collateral to
the Indenture Trustee pursuant to the Master Indenture, Issuer has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the
Collateral. Issuer has not authorized the filing of and is not aware of any
financing statements against Issuer that include a description of collateral
covering the Collateral. (a) If perfection is by filing, Issuer has in its
possession all original copies of the mortgage notes, promissory notes or
security certificates that constitute or evidence the Collateral. The mortgage
notes, promissory notes or security certificates that constitute or evidence the
Collateral do not have any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the Indenture
Trustee. All financing statements to be filed against the Issuer in favor of the
Indenture Trustee in connection herewith describing the Collateral will contain
a statement to the effect that "A purchase of or security interest in any
collateral described in this financing statement will violate the rights of the
Indenture Trustee". (b) If perfection is by possession, none of the mortgage
notes, promissory notes or security certificates that constitute or evidence the
Collateral has any marks or notations indicating that they have been pledged,
assigned or otherwise conveyed to any Person other than the Indenture Trustee.
With regard to deposit accounts, the deposit accounts are not in the name of any
Person other than the Issuer or the Indenture Trustee. The Issuer has not
consented to the bank maintaining the deposit accounts to comply with
instructions of any Person other than the Indenture Trustee.

       (6)   Issuer is not aware of any judgment, ERISA or tax lien filings
against Issuer.


       (7)   Notwithstanding any other provision of the Master Indenture, the
representations and warranties set forth in this Annex B shall be continuing,
                                                 -------
and remain in full force and effect, until such time as all Notes have been
finally and fully paid. The parties hereto shall not, without satisfying the
Rating Agency Condition, waive a breach

                                       77

<PAGE>

of any representation or warranty set forth in this Annex B. In order to
                                                    -------
evidence the interests of Issuer and the Indenture Trustee under the Master
Indenture, Issuer and Servicer shall take such action, or execute and deliver
such instruments (other than filing financing statements) as may be necessary or
advisable (including, without limitation, such actions as are requested by
Indenture Trustee) to maintain and perfect, as a first priority interest,
Issuer's or the Indenture Trustee's security interest in the Collateral. The
Servicer shall, from time to time and within the time limits established by law,
prepare and present to the Indenture Trustee for the Indenture Trustee's
authorization and approval all financing statements, amendments, continuations
or initial financing statements in lieu of a continuation statement, or other
filings necessary to continue, maintain and perfect as a first-priority
interest. The Indenture Trustee's approval of such filings shall authorize the
Servicer to file such financing statements under the applicable UCC without the
signature of Issuer or Indenture Trustee where allowed by applicable law.
Notwithstanding anything else in the Master Indenture to the contrary, the
Servicer shall not have any authority to file a termination, partial
termination, release, partial release, or any amendment that deletes the name of
a debtor or excludes collateral of any such financing statements, without the
prior written consent of the Indenture Trustee. The Indenture Trustee may
require, prior to authorizing or filing any such termination, partial
termination, release, partial release or amendment, that Servicer provide an
Opinion of Counsel that such filings are authorized under the Master Indenture.

       (B) Effective on the FCMT Termination Date and on each Closing Date with
respect to each Series, in addition to the representations, warranties and
covenants contained in the Master Indenture, Issuer hereby represents, warrants
and covenants to the Indenture Trustee as follows:

       (1)   The Master Indenture creates a valid and continuing security
interest (as defined in the applicable UCC) in (i) the Receivables conveyed
(whether as a valid transfer or as a grant of a security interest) to the Issuer
pursuant to the Servicing Agreement, (ii) all rights to security for such
Receivables (including without limitation rights to bank accounts or
certificates of deposit pledged as collateral) conveyed (whether as a valid
transfer or as a grant of a security interest) to the Issuer pursuant to the
Servicing Agreement (the "Obligor Collateral") and (iii) Permitted Investments
                          ------------------
(the Obligor Collateral and Permitted Investments together with the Receivables,
the "Collateral" for the purposes of this paragraph (B)) in favor of the
     ----------                           -------------
Indenture Trustee, which security interest is prior to all other Liens, and is
enforceable as such against creditors of and purchasers from the Issuer (other
than Liens permitted pursuant to paragraph (B)(3) below).

       (2)   The Receivables constitute "accounts" within the meaning of the
applicable UCC. The Obligor Collateral constitutes security interests on
personal property securing certain of those accounts, and the creation and
perfection of a security interest in such security interests is governed by
Sections 9-203(g) and 9-308(e),

                                       78

<PAGE>

respectively, of the applicable UCC. The Permitted Investments constitute
"instruments," "payment intangibles," "uncertificated securities" or "deposit
accounts" under the applicable UCC.

       (3)   Immediately prior to the grant of the security interest in the
Collateral pursuant to the Master Indenture, Issuer owns and has good and
marketable title to the Collateral, and a valid, perfected security interest in
the collateral for the Receivables in any secured Accounts, in each case, free
and clear of any Lien, claim or encumbrance of any Person; provided that nothing
in this paragraph 3 shall prevent or be deemed to prohibit Issuer from suffering
to exist upon any of the Collateral any Liens for any taxes if such taxes shall
not at the time be due and payable or if FCNB or Issuer, as applicable, shall
currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with respect
thereto. Issuer has received all consents and approvals required by the terms of
the Collateral to the grant of the security interest in the Collateral hereunder
to the Indenture Trustee.

       (4)   (a) If perfection is by filing (i) Issuer has caused, or will have
caused within 10 days, the filing of all appropriate financing statements in the
proper filing office in the appropriate jurisdictions under applicable law in
order to perfect the security interest in the Collateral granted to the
Indenture Trustee under the Master Indenture. (b) If perfection is by
possession, all original executed copies of each mortgage note, promissory note
or security certificate that constitute or evidence the Collateral have been
delivered to the Indenture Trustee. Each security certificate either (i) is in
bearer form, (ii) has been indorsed, by an effective indorsement, to the
Indenture Trustee or in blank or (iii) has been registered in the name of the
Indenture Trustee. (c) With regard to Permitted Investments that constitute
"deposit accounts" within the meaning of the applicable UCC (the "deposit
                                                                  -------
accounts"), Issuer has delivered to the Indenture Trustee a fully executed
--------
agreement pursuant to which the bank maintaining the deposit accounts has agreed
to comply with all instructions originated by the Indenture Trustee directing
disposition of the funds in such deposit accounts without further consent by the
Issuer, or Issuer has taken all steps necessary to cause Indenture Trustee to
become the account holder of the deposit accounts. (d) If perfection is by
control, with regard to Permitted Investments that constitute "uncertificated
securities" within the meaning of the applicable UCC, each issuer of Permitted
Investments that constitutes an uncertificated security has registered the
Indenture Trustee as the registered owner, or the Issuer is the registered owner
of such uncertificated security and has agreed in writing that it will comply
with instructions originated by the Indenture Trustee without further consent by
the Issuer.

       (5)   Other than the grant of the security interest in the Collateral to
the Indenture Trustee pursuant to the Master Indenture, Issuer has not pledged,
assigned, sold, granted a security interest in, or otherwise conveyed any of the
Collateral. Issuer has not authorized the filing of and is not aware of any
financing statements against

                                       79

<PAGE>

Issuer that include a description of collateral covering the Collateral. (a) If
perfection is by filing, Issuer has in its possession all original copies of the
mortgage notes, promissory notes or security certificates that constitute or
evidence the Collateral. The mortgage notes, promissory notes or security
certificates that constitute or evidence the Collateral do not have any marks or
notations indicating that they have been pledged, assigned or otherwise conveyed
to any Person other than the Indenture Trustee. All financing statements to be
filed against the Issuer in favor of the Indenture Trustee in connection
herewith describing the Collateral will contain a statement to the effect that
"A purchase of or security interest in any collateral described in this
financing statement will violate the rights of the Indenture Trustee". (b) If
perfection is by possession, none of the mortgage notes, promissory notes or
security certificates that constitute or evidence the Collateral has any marks
or notations indicating that they have been pledged, assigned or otherwise
conveyed to any Person other than the Indenture Trustee. With regard to deposit
accounts, the deposit accounts are not in the name of any Person other than the
Issuer or the Indenture Trustee. The Issuer has not consented to the bank
maintaining the deposit accounts to comply with instructions of any Person other
than the Indenture Trustee.

       (6)   Issuer is not aware of any judgment, ERISA or tax lien filings
against Issuer.

       (7)   Notwithstanding any other provision of the Master Indenture, the
representations and warranties set forth in this Annex B shall be continuing,
                                                 -------
and remain in full force and effect, until such time as all Notes have been
finally and fully paid. The parties hereto shall not, without satisfying the
Rating Agency Condition, waive a breach of any representation or warranty set
forth in this Annex B. In order to evidence the interests of Issuer and the
              -------
Indenture Trustee under the Master Indenture, Issuer and Servicer shall take
such action, or execute and deliver such instruments (other than filing
financing statements) as may be necessary or advisable (including, without
limitation, such actions as are requested by Indenture Trustee) to maintain and
perfect, as a first priority interest, Issuer's or the Indenture Trustee's
security interest in the Collateral. The Servicer shall, from time to time and
within the time limits established by law, prepare and present to the Indenture
Trustee for the Indenture Trustee's authorization and approval all financing
statements, amendments, continuations or initial financing statements in lieu of
a continuation statement, or other filings necessary to continue, maintain and
perfect as a first-priority interest. The Indenture Trustee's approval of such
filings shall authorize the Servicer to file such financing statements under the
applicable UCC without the signature of Issuer or Indenture Trustee where
allowed by applicable law. Notwithstanding anything else in the Master Indenture
to the contrary, the Servicer shall not have any authority to file a
termination, partial termination, release, partial release, or any amendment
that deletes the name of a debtor or excludes collateral of any such financing
statements, without the prior written consent of the Indenture Trustee. The
Indenture Trustee may require, prior to authorizing or filing any such
termination,

                                       80

<PAGE>

partial termination, release, partial release or amendment, that Servicer
provide an Opinion of Counsel that such filings are authorized under the Master
Indenture.

                                       81

<PAGE>

                           ANNEX A TO MASTER INDENTURE

                                   DEFINITIONS

     "Account" means each MasterCard(R) or VISA(R)* credit card account
      -------
established pursuant to a Cardholder Agreement, and which is designated as an
"Account" pursuant to (and as defined in) the Pooling and Servicing Agreement on
or prior to the FCMT Termination Date. The term "Account" shall also be deemed
to refer to an Additional Account, but only from and after the Addition Date
with respect thereto, and the term "Account" shall be deemed to refer to any
Removed Account prior to but not after the Removal Date with respect thereto.

     "Acquiring Person" is defined in Section 3.10(b) of the Indenture.
      ----------------                ---------------

     "Act" is defined in Section 12.3(a) of the Indenture.
      ---                ---------------

     "Addition Date" means, with respect to any Additional Accounts, either the
      -------------
date five Business Days after the period or date when such Additional Accounts
are required or permitted to be added as Accounts pursuant to Section 2.6(a) or
                                                              --------------
(b) of the Transfer and Servicing Agreement, or the date on which such
---
Additional Accounts are automatically added as Accounts pursuant to Section
                                                                    -------
2.6(e) of the Transfer and Servicing Agreement.
------

     "Additional Accounts" means the Accounts the receivables arising under
      -------------------
which are transferred to the Issuer in accordance with the procedures set forth
in Section 2.6 of the Transfer and Servicing Agreement.
   -----------

     "Adjusted Collateral Amount" is defined, with respect to any Series (if
      --------------------------
applicable to that Series), in the related Indenture Supplement, or if no
meaning for such term is specified in such Supplement, shall mean the Collateral
Amount for such Series.

     "Administration Agreement" means the Administration Agreement, dated as of
      ------------------------
March 1, 2001, and amended and restated as of December 31, 2001 between the
Issuer and the Administrator, as the same may be amended, supplemented or
otherwise modified from time to time.

----------

*    MasterCard is a registered trademark of MasterCard International
     Incorporated and VISA is a registered trademark of VISA U.S.A., Inc.

<PAGE>

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

     "Adverse Effect" means, with respect to any action, that such action will
      --------------
(a) result in the occurrence of a Pay Out Event or an Event of Default or (b)
materially and adversely affect the amount or timing of distributions to be made
to the Noteholders of any Series or Class pursuant to the Transaction Documents.

     "Affiliate" means, with respect to any specified Person, any other Person
      ---------
controlling or controlled by or under common control with such specified Person.
For the purposes of this definition, "control" means the power to direct the
management and policies of a Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

     "Aggregate Allocation Percentage" with respect to Principal Receivables,
      -------------------------------
Finance Charge Receivables and Receivables in Defaulted Accounts, as the case
may be, means, as of any date of determination, the sum of such Allocation
Percentages of all Series issued and outstanding on such date of determination;
provided, however, that the Aggregate Allocation Percentage shall not exceed
--------  -------
100%.

     "Aggregate Collateral Amount" means, as of any date of determination, the
      ---------------------------
sum of the Adjusted Collateral Amounts of all Series issued and outstanding on
such date of determination.

     "Aggregate Principal Balance" means, as of any time of determination, the
      ---------------------------
sum of (a) the Aggregate Principal Receivables, (b) the Excess Funding Amount
(exclusive of any investment earnings on such amount) and (c) the amount on
deposit in the Principal Collection Subaccount (exclusive of any investment
earnings on such amount), in each case as of such time.

     "Aggregate Principal Receivables" means, as of any date of determination,
      -------------------------------
the aggregate amount of Principal Receivables (excluding any Discount Option
Receivables) as of the end of the prior day.

     "Allocation Percentage" is defined, for any Series, with respect to
      ---------------------
Principal Receivables, Finance Charge Receivables and Receivables in Defaulted
Accounts, in the related Indenture Supplement.

     "Annual Account Additions" means on any date of determination, the number
      ------------------------
of Accounts the Receivables of which have been added to the Receivables Trust
pursuant to Sections 2.6(a), (b) and (e) of the Transfer and Servicing Agreement
            ---------------  ---     ---
or the corresponding sections of the Pooling and Servicing Agreement, from and

                                      -2-

<PAGE>

including the first day of the eleventh Monthly Period preceding such date of
determination.

     "Annual Quotient" is defined in Section 2.6(c)(ii)(1) of the Transfer and
      ---------------                ---------------------
Servicing Agreement.

     "Applicants" is defined in Section 2.9 of the Indenture.
      ----------                -----------

     "Assignee Seller" is defined in Section 6.6 of the Receivables Purchase
      ---------------                -----------
Agreement.

     "Assignment Agreement" is defined in Section 2.6(b)(iii) of the Transfer
      --------------------                -------------------
and Servicing Agreement.

     "Assignor Seller" is defined in Section 6.6 of the Receivables Purchase
      ---------------                -----------
Agreement.

     "Authorized Newspapers" means each newspaper of general circulation in New
      ---------------------
York, New York, or in any other place specified by Seller, printed in the
English language and customarily published on each Business Day, whether or not
published on Saturdays, Sundays or holidays.

     "Authorized Officer" means:
      ------------------

          (a) with respect to the Issuer, any officer of the Owner Trustee who
     is authorized to act for the Owner Trustee in matters relating to the
     Issuer and who is identified on the list of Authorized Officers, containing
     the specimen signature of each such Person, delivered by the Owner Trustee
     to the Indenture Trustee on the Closing Date (as such list may be modified
     or supplemented from time to time thereafter) and any Vice President or
     more senior officer of the Administrator who is authorized to act for the
     Administrator in matters relating to the Issuer and to be acted upon by the
     Administrator pursuant to the Administration Agreement and who is
     identified on the list of Authorized Officers (containing the specimen
     signatures of such officers) delivered by the Administrator to the
     Indenture Trustee on the Closing Date (as such list may be modified or
     supplemented from time to time thereafter);

          (b) with respect to the Seller, any officer of the Seller who is
     authorized to act for the Seller in matters relating to the Seller and who
     is identified on the list of Authorized Officers, containing the specimen
     signature of each such Person, delivered by the Seller to the Indenture
     Trustee

                                      -3-

<PAGE>

     on the Closing Date (as such list may be modified or supplemented from time
     to time thereafter); and

          (c) with respect to the Servicer, any officer of the Servicer who is
     authorized to act for the Servicer in matters relating to the Servicer and
     who is identified on the list of Authorized Officers, containing the
     specimen signature of each such Person, delivered by the Servicer to the
     Indenture Trustee on the Closing Date (as such list may be modified or
     supplemented from time to time thereafter).

     "Base Amount" means, at any date of determination, with reference to Annual
      -----------
Account Additions or Quarterly Account Additions, the number of Accounts
included in the Receivables Trust on the first day of the relevant measurement
period before giving effect to any Accounts added to the Receivables Trust on
such first day.

     "Base Rate" is defined, with respect to any Series, in the related
      ---------
Indenture Supplement.

     "Bearer Note" is defined in Section 2.1 of the Indenture.
      -----------                -----------

     "Book-Entry Notes" means beneficial interests in the Notes, ownership
      ----------------
and transfers of which shall be made through book entries by a Clearing Agency
or Foreign Clearing Agency as described in Section 2.13 of the Indenture.
                                           ------------

     "Business Day" means each day which is neither a Saturday, a Sunday nor any
      ------------
other day on which banking institutions in New York, New York, Portland, Oregon
or Chicago, Illinois (or, with respect to any Series, any additional city
specified in the related Indenture Supplement) are authorized or obligated by
law or required by executive order to be closed.

     "Buyer" means First Consumers Credit Corporation, a Delaware corporation.
      -----

     "Cardholder Agreement" means the agreement (and the related application)
      --------------------
for a MasterCard or VISA credit card account between any Obligor and FCNB, as
the same may be amended, modified or otherwise changed from time to time, or in
the case of any Additional Account not originated by FCNB, the agreement (and
the related application) for a MasterCard or VISA credit card account between
the related Obligor and the originator of such Account, as the same may be
amended, modified or otherwise changed from time to time.

     "Cardholder Fees" means, with respect to any Account, any fees specified in
      ---------------
the Cardholder Agreement applicable to such Account, including annual fees, over

                                      -4-

<PAGE>

limit charges, cash advance fees, late charges, returned check fees, and
reinstatement charges.

     "Cardholder Guidelines" means FCNB's policies and procedures relating to
      ---------------------
the operation of its credit card business, including the FCNB Credit Policy and
Operations Manual or such other of its policies and procedures for determining
the creditworthiness of credit card customers, the extension of credit to
customers, the terms on which repayments are required to be made, and relating
to the maintenance of credit card accounts and collection of credit card account
receivables, as said manual and such policies and procedures, as applicable, may
be amended from time to time.

     "Cash Advance Fees" means, with respect to any Account, any fees specified
      -----------------
in the Cardholder Agreement applicable to such Account as cash advance fees or
any similar term.

     "Class" means, with respect to any Series, any one of the classes of Notes
      -----
of that Series.

     "Clearing Agency" means an organization registered as a "clearing agency"
      ---------------
pursuant to Section 17A of the Securities Exchange Act of 1934.

     "Clearing Agency Participant" means a broker, dealer, bank, other financial
      ---------------------------
institution or other Person for whom from time to time a Clearing Agency effects
book-entry transfers and pledges of securities deposited with the Clearing
Agency.

     "Clearstream" means Clearstream Banking, societe anonyme, a professional
      -----------
depository incorporated under the laws of Luxembourg, and its successors.

     "Closing Date" means, with respect to any Series, the closing date
      ------------
specified in the related Indenture Supplement.

     "Code" means the Internal Revenue Code of 1986, as amended.
      ----

     "Collateral" is defined in the Granting Clause of the Indenture.
      ----------

     "Collateral Amount" is defined, with respect to any Series, in the related
      -----------------
Indenture Supplement.

     "Collateral Certificate" means the certificate, representing an undivided
      ----------------------
interest in the assets held in the First Consumers Master Trust, issued pursuant
to the Pooling and Servicing Agreement and the Collateral Series Supplement,
dated as of March 1, 2001, to the Pooling and Servicing Agreement.

                                      -5-

<PAGE>

     "Collection Account" is defined in Section 8.3(a) of the Indenture.
      ------------------                --------------

     "Collections" means all payments (including Insurance Proceeds and
      -----------
Recoveries) received by the Servicer or by Seller in respect of the Collateral
Certificate and the Receivables, in the form of cash, checks, wire transfers,
ATM transfers, net proceeds of redemption of certificates of deposit or
liquidation of bank accounts or other form of payment in accordance with the
Cardholder Agreement in effect from time to time on any Receivable. A Collection
processed in respect of an Account (other than a Defaulted Account) in excess of
the aggregate amount of Receivables in such Account as of the Date of Processing
of such Collection shall be deemed to be a payment in respect of Principal
Receivables to the extent of such excess. Collections with respect to any
Monthly Period shall also include the amount of Interchange (if any) allocable
to any Series of Notes pursuant to any Indenture Supplement with respect to such
Monthly Period (to the extent received by the Issuer and deposited into the
Collection Account, on the Transfer Date following such Monthly Period), to be
applied as if such Collections were Finance Charge Receivables for all purposes.

     "Commission" means the Securities and Exchange Commission.
      ----------

     "Conveyance Papers" is defined in Section 4.1(b) of the Receivables
      -----------------                --------------
Purchase Agreement.

     "Corporate Trust Office" means
      ----------------------

          (a) for the Indenture Trustee, the principal office at which at any
     particular time its corporate trust business shall be administered, which
     office at date of the execution of the Indenture is located at 2 North
     LaSalle Street, Suite 1020, Chicago, Illinois 60602, Attention: Structured
     Finance Services, or at such other address as the Indenture Trustee may
     designate from time to time by notice to the Noteholders and the Seller, or
     the principal corporate trust office of any successor Indenture Trustee
     (the address of which the successor Indenture Trustee will notify the
     Noteholders and the Seller);

          (b) for the Owner Trustee, the principal office at which at any
     particular time its corporate trust business shall be administered, which
     office at date of the execution of the Indenture is located at Four Albany
     Street, 10th Floor, New York, New York 10006, Attn: Corporate Trust and
     Agency Services.

     "Coupon" is defined in Section 2.1 of the Indenture.
      ------                -----------

     "Credit Adjustment" is defined in Section 8.4(e) of the Indenture.
      -----------------                --------------

                                      -6-

<PAGE>

     "Credit Insurance" means life, accident, health, disability, involuntary
      ----------------
unemployment or other insurance of an Obligor to Seller to insure payment of any
amount owing by such Obligor under an Account and which proceeds of such
insurance are payable to Seller upon such Obligor's death, disability or
involuntary unemployment.

     "Date of Processing" means, with respect to any transaction, the date on
      ------------------
which such transaction is first recorded on the Servicer's computer master file
of accounts (without regard to the effective date of such recordation).

     "Debtor Relief Laws" means the Bankruptcy Code of the United States of
      ------------------
America and all other applicable liquidation, conservatorship, bankruptcy,
fraudulent conveyance, moratorium, rearrangement, receivership, insolvency,
reorganization, suspension of payments, or similar debtor relief laws from time
to time in effect affecting the rights of creditors (including creditors of
national banking associations) generally.

     "Default" means any occurrence that is, or with notice or the lapse of time
      -------
or both would become, an Event of Default.

     "Default Amount" means, with respect to any Monthly Period, the result of
      --------------
multiplying (i) the excess, if any, of (A) the aggregate amount of Receivables
in Defaulted Accounts charged off during such Monthly Period over (B) Recoveries
collected during such Monthly Period, times (ii) 1.00 minus the percentage
(expressed as a decimal) of Receivables (other than Receivables in Defaulted
Accounts) constituting Finance Charge Receivables determined in accordance with
Section 1.3 of the Transfer and Servicing Agreement or Section 1.3 of the
Pooling and Servicing Agreement.

     "Defaulted Account" means each Account with respect to which, in accordance
      -----------------
with the Cardholder Guidelines or the Servicer's customary and usual servicing
procedures for servicing credit card receivables comparable to the Receivables,
the Servicer has charged off the Receivables in such Account as uncollectible;
an Account shall become a Defaulted Account on the day on which such Receivables
are recorded as charged off on the Servicer's computer master file of accounts
(regardless of whether such Receivables are charged off before or after the
Initial FCMT Cut-Off Date or Addition Date of such Account, as the case may be).

     "Definitive Notes" means Notes in definitive, fully registered form.
      ----------------

     "Demand Note" is defined in Section 2.9 of the Transfer and Servicing
      -----------                -----------
Agreement.

                                      -7-

<PAGE>

         "Deposit Date" means each day on which the Servicer deposits
          ------------
Collections in the Collection Account.

         "Deposit Obligation" means the obligation of the Seller to make any
          ------------------
deposit to the Excess Funding Account or the Collection Account pursuant to
Section 2.4(d) of the Transfer and Servicing Agreement or Section 8.4(g) of the
--------------                                            --------------
Indenture.

         "Determination Date" means the seventh calendar day prior to each
          ------------------
Transfer Date.

         "Discount Option Date" means each date on which a Discount Percentage
          --------------------
designated by the Seller pursuant to Section 2.8 of the Transfer and Servicing
                                     -----------
Agreement takes effect.

         "Discount Option Receivable Collections" means on any Date of
          --------------------------------------
Processing occurring in any Monthly Period succeeding the Monthly Period in
which the Discount Option Date occurs, the product of (a) a fraction (i) the
numerator of which is the Discount Option Receivables and (ii) the denominator
of which is the sum of the Principal Receivables and the Discount Option
Receivables in each case (for both the numerator and the denominator) at the end
of the prior Date of Processing and (b) Collections of Original Principal
Receivables on such Date of Processing.

         "Discount Option Receivables" is defined in Section 2.8 of the Transfer
          ---------------------------                -----------
and Servicing Agreement. The aggregate amount of Discount Option Receivables
outstanding on any Date of Processing occurring on or after the Discount Option
Date shall equal the result of (a) the aggregate Discount Option Receivables at
the end of the prior Date of Processing (which amount, prior to the Discount
Option Date, shall be zero) plus (b) any new Discount Option Receivables created
on such Date of Processing minus (c) any Discount Option Receivables Collections
received on such Date of Processing. Discount Option Receivables created on any
Date of Processing mean the product of the amount of any Original Principal
Receivables created on such Date of Processing and the Discount Percentage.

         "Discount Percentage" is defined in Section 2.8 of the Transfer and
          -------------------                -----------
Servicing Agreement.

         "Distribution Date" means, unless otherwise specified in the Indenture
          -----------------
Supplement for a Series, the fifteenth day of each month or, if such fifteenth
day is not a Business Day, the next succeeding Business Day.

         "Dollars," "$" or "U.S. $" means United States dollars.
          -------    -      ------

         "DTC" means The Depository Trust Company.
          ---

                                      -8-

<PAGE>

         "Eligible Account" means, (a) with respect to "Accounts" designated
          ----------------
pursuant to (and as defined in) the Pooling and Servicing Agreement prior to the
FCMT Termination Date, Accounts which are "Eligible Accounts" under (and as
defined in) the Pooling and Servicing Agreement and (b) as of the relevant
Notice Date in respect of Additional Accounts added pursuant to Section 2.6(a)
                                                                --------------
or (b) of the Transfer and Servicing Agreement or the fifth Business Day prior
   ---
to the relevant Addition Date in respect of Additional Accounts added pursuant
to Section 2.6(e) of the Transfer and Servicing Agreement), each Account:
   --------------

             (a)   which is payable in United States dollars;

             (b)   which is serviced in any credit service center of Seller
         which is located in the United States;

             (c)   the Obligor on which has provided, as its initial billing
         address, an address which is located in the United States or its
         territories or possessions;

             (d)   which the Seller has not finally determined to be counterfeit
         or fraudulent;

             (e)   which the Seller has not charged off in its customary and
         usual manner for charging off such Accounts as of the relevant Notice
         Date or Addition Date;

             (f)   which was originated by FCNB in the ordinary course of
         business, unless the Rating Agency Condition has otherwise been
         satisfied with respect to such Account;

             (g)   which has not been sold or pledged to any other party;

             (h)   which does not have receivables which have been sold or
         pledged to any party other than Seller pursuant to the Receivables
         Purchase Agreement; and

             (i)   is a "VISA" or "MasterCard" revolving credit card account.

         "Eligible Institution" means any depository institution (which may be
          --------------------
the Owner Trustee or the Indenture Trustee) organized under the laws of the
United States or any one of the states thereof, including the District of
Columbia (or any domestic branch of a foreign bank), which depository
institution at all times (a) has FDIC deposit insurance and (b) has (i) a
long-term unsecured debt rating acceptable to the Rating Agencies, which in the
case of Standard and Poor's shall be a rating of

                                      -9-

<PAGE>

AAA or (ii) a certificate of deposit rating acceptable to the Rating Agencies,
which in the case of Standard and Poor's shall be a rating of A-1+.
Notwithstanding the previous sentence, any institution the appointment of which
satisfies the Rating Agency Condition shall be considered an Eligible
Institution. If so qualified, the Servicer may be considered an Eligible
Institution for the purposes of this definition.

         "Eligible Receivable" means each Receivable:
          -------------------

                (a)   which has arisen under an Eligible Account;

                (b)   which was created in compliance, in all material respects,
         with all Requirements of Law applicable to FCNB or the originator of
         the related Account pursuant to a Cardholder Agreement which complies,
         in all material respects, with all Requirements of Law applicable to
         FCNB or the originator of the related Account;

                (c)   with respect to which all consents, licenses, approvals or
         authorizations of, or registrations or declarations with, any
         Governmental Authority required to be obtained, effected or given by
         FCNB or the originator of the related Account in connection with the
         creation of such Receivable or the execution, delivery and performance
         by FCNB or the originator of the related Account, as applicable, of the
         Cardholder Agreement pursuant to which such Receivable was created,
         have been duly obtained, effected or given and are in full force and
         effect as of such date of creation;

                (d)   as to which, immediately prior to the transfer of same to
         the Receivables Trust by Seller, Seller had good title thereto free and
         clear of all Liens arising under or through FCNB, Seller or their
         respective Affiliates (other than Liens permitted pursuant to Section
         2.5(b) of the Transfer and Servicing Agreement);

                (e)   which is the legal, valid and binding payment obligation
         of the Obligor thereon, enforceable against such Obligor in accordance
         with its terms, except as such enforceability may be limited by
         applicable Debtor Relief Laws, and except as such enforceability may be
         limited by general principles of equity (whether considered in a suit
         at law or in equity);

                (f)   which constitutes an "account" under and as defined in
         Article 9 of the UCC as then in effect in the applicable jurisdiction;

                (g)   which, at the time of transfer to the Receivables Trust,
         has not been waived or modified except for a Receivable which has been
         waived or modified as permitted in accordance with the Cardholder
         Guidelines and

                                      -10-

<PAGE>

         which waiver or modification is reflected in FCNB's computer files of
         revolving credit card accounts;

                (h)   which, at the time of transfer to the Receivables Trust,
         is not (to the knowledge of Seller) subject to any right of rescission,
         set-off, counterclaim or any other defense (including defenses arising
         out of violations or usury laws) of the Obligor, which requires that
         such Receivable be charged off in accordance with the Cardholder
         Guidelines, other than defenses arising out of applicable bankruptcy,
         insolvency, reorganization, moratorium or other similar laws affecting
         the enforcement of creditors' rights in general;

                (i)   as to which, at the time of transfer to the Receivables
         Trust, each of the Seller and FCNB has satisfied all its obligations
         required to be satisfied by such time;

                (j)   which has been the subject of either a valid transfer and
         assignment from the Seller to the Issuer of the Seller's right, title
         and interest therein (including any proceeds thereof), or the grant by
         the Seller to the Issuer of a valid first priority perfected security
         interest therein (and the proceeds thereof); and

                (k)   as to which at the time of transfer to the Issuer, the
         Seller has not taken any action, or omitted to take any action, that
         would impair the rights of the Issuer or the Noteholders.

         "Eligible Servicer" means the Indenture Trustee or, if the Indenture
          -----------------
Trustee is not acting as Servicer, an entity which, at the time of its
appointment as Servicer, (a) is servicing a portfolio of revolving credit card
accounts, (b) is legally qualified and has the capacity to service the Accounts,
(c) has demonstrated the ability to service professionally and competently a
portfolio of similar accounts in accordance with high standards of skill and
care, (d) is qualified to use the software that is then being used to service
the Accounts or obtains the right to use or has its own software which is
adequate to perform its duties under this Agreement and (e) has a net worth of
at least $50,000,000 as of the end of its most recent fiscal quarter.

         "Enhancement" means, with respect to any Series, the cash collateral
          -----------
account, letter of credit, surety bond, guaranteed rate agreement, maturity
guaranty facility, tax protection agreement, interest rate swap or any other
contract, arrangement or agreement for the benefit of the Noteholders of such
Series (or Noteholders of a Class within such Series), as designated in the
applicable Indenture Supplement.

                                      -11-

<PAGE>

         "Enhancement Agreement" means any agreement, instrument or document
          ---------------------
governing the terms of any Series Enhancement or pursuant to which any Series
Enhancement is issued or outstanding.

         "Enhancement Provider" means, with respect to any Series, the Person,
          --------------------
if any, designated as such in the related Indenture Supplement.

         "Euroclear Operator" means Euroclear Bank S.A./N.V.
          ------------------

         "Event of Default" is defined in Section 5.2 of the Indenture.
          ----------------                -----------

         "Excess Allocation Series" means a Series that, pursuant to the
          ------------------------
Indenture Supplement therefor, is entitled to receive certain excess Collections
of Finance Charge Receivables, as more specifically set forth in such Indenture
Supplement. If so specified in the Indenture Supplement for a Group of Series,
such Series may be Excess Allocation Series only for the Series in such Group.

         "Excess Finance Charge Collections" is defined in Section 8.6 of the
          ---------------------------------                -----------
Indenture.

         "Excess Funding Account" is defined in Section 8.3 of the Indenture.
          ----------------------                -----------

         "Excess Funding Amount" means the amount on deposit in the Excess
          ---------------------
Funding Account.

         "Exchange Act" means the Securities Exchange Act of 1934.
          ------------

         "Expenses" is defined in Section 7.2 of the Trust Agreement.
          --------                -----------

         "FCMT Termination Date" means the date on which the First Consumers
          ---------------------
Master Trust is terminated and all of the Receivables held by First Consumers
Master Trust are transferred to the Issuer.

         "FCMT Trustee" means the trustee under the Pooling and Servicing
          ------------
Agreement.

         "FCNB" means First Consumers National Bank, a national banking
          ----
association.

         "FDIC" means the Federal Deposit Insurance Corporation.
          ----

         "Finance Charge Collections" means, for any period, the amount of
          --------------------------
Collections allocated to Finance Charge Receivables during such period in

                                      -12-

<PAGE>

accordance with Section 1.3 of the Transfer and Servicing Agreement plus
                -----------
Discount Option Receivables Collections for such period. Payments on account of
Net Recoveries shall also be treated as Finance Charge Collections.

         "Finance Charge Receivables" means, with respect to any Monthly Period,
          --------------------------
(a) all amounts billed to Obligors on any Account during such Monthly Period in
respect of Finance Charges, Cash Advance Fees and Cardholder Fees, and (b) the
amount of Interchange (if any) allocable to any Series of Notes pursuant to any
Indenture Supplement with respect to such Monthly Period.

         "Finance Charge Shortfalls" is defined in Section 8.6 of the Indenture.
          -------------------------                -----------

         "Finance Charge Subaccount" means the finance charge subaccount of the
          -------------------------
Collections Account.

         "Finance Charges" means, as of any day, the amount of interest as
          ---------------
determined by the periodic finance charge rate assessed on the Cycle Billing
Date on or next preceding such day pursuant to the Cardholder Agreements.

         "First Consumers Master Trust" means the trust formed by the Pooling
          ----------------------------
and Servicing Agreement.

         "Fitch" means Fitch, Inc.
          -----

         "Foreign Clearing Agency" means Clearstream and the Euroclear Operator.
          -----------------------

         "GAAP" means generally accepted accounting principles in the United
          ----
States of America in effect from time to time.

         "Global Note" is defined in Section 2.16 of the Indenture.
          -----------                ------------

         "Governmental Authority" means the United States of America, any state
          ----------------------
or other political subdivision thereof and any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining
to government.

         "Grant" means to mortgage, pledge, bargain, warrant, alienate, remise,
          -----
release, convey, assign, transfer, create, and grant a lien upon and a security
interest in and right of set-off against, deposit, set over and confirm pursuant
to this Indenture. A Grant of the Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including if available the
immediate and continuing right to claim for, collect, receive and give receipt
for principal and interest payments in respect of the Collateral and all other
moneys payable thereunder, to give and receive notices

                                      -13-

<PAGE>

and other communications, to make waivers or other agreements, to exercise all
rights and options, to bring Proceedings in the name of the Granting party or
otherwise and generally to do and receive anything that the Granting party is or
may be entitled to do or receive thereunder or with respect thereto.

         "Group" means, with respect to any Series, the group of Series, if any,
          -----
in which the related Indenture Supplement specifies such Series is to be
included.

         "Indebtedness" means, with respect to any Person at any date, (a) all
          ------------
indebtedness of such Person for borrowed money or for the deferred purchase
price of property or services (other than current liabilities incurred in the
ordinary course of business and payable in accordance with customary trade
practices) or which is evidenced by a note, bond, debenture or similar
instrument, (b) all obligations of such Person under capital leases, (c) all
obligations of such Person in respect of acceptances issued or created for the
account of such Person and (d) all liabilities secured by any Lien on any
property owned by such Person even though such Person has not assumed or
otherwise become liable for the payment thereof.

         "Indemnified Parties" is defined in Section 7.2 of the Trust Agreement.
          -------------------                -----------

         "Indenture" means the Master Indenture, dated as of March 1, 2001, and
          ---------
amended and restated as of December 31, 2001, between the Issuer and the
Indenture Trustee, as the same may be amended, supplemented or otherwise
modified from time to time.

         "Indenture Supplement" means, with respect to any Series, a supplement
          --------------------
to this Indenture, executed and delivered in connection with the original
issuance of the Notes of such Series pursuant to Section 2.12 of the Indenture,
                                                 ------------
and an amendment to this Indenture executed pursuant to Sections 10.1 or 10.2 of
                                                        -------------    ----
the Indenture, and, in either case, including all amendments thereof and
supplements thereto.

         "Indenture Trustee" means The Bank of New York, in its capacity as
          -----------------
trustee under this Indenture, its successors in interest and any successor
indenture trustee under this Indenture.

         "Independent" means, when used with respect to any specified Person,
          -----------
that the Person (a) is in fact independent of the Issuer, any other obligor upon
the Notes, the Seller and any Affiliate of any of the foregoing Persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Seller or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

                                      -14-

<PAGE>

          "Independent Certificate" means a certificate or opinion to be
           -----------------------
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 12.1 of the
                                                         ------------
Indenture, made by an Independent appraiser or other expert appointed by an
Issuer Order, and such opinion or certificate shall state that the signer has
read the definition of "Independent" in this Indenture and that the signer is
Independent within the meaning thereof.

          "Indirect Participant" means other Persons such as securities brokers
           --------------------
and dealers, banks and trust companies that clear or maintain a custodial
relationship with a participant of DTC, either directly or indirectly.

          "Ineligible Receivables" is defined: (a) for purposes of the Transfer
           ----------------------
and Servicing Agreement in Section 2.4(d) of that Agreement; and (b) for
                           --------------
purposes of the Receivables Purchase Agreement, in Section 6.1 of that
                                                   -----------
Agreement.

          "Initial Closing Date" means March 6, 2001.
           --------------------

          "Initial Collateral Amount" with respect to any Series, shall have the
           -------------------------
meaning specified in the related Indenture Supplement.

          "Initial FCMT Cut-Off Date" means September 22, 1992.
           -------------------------

          "Insolvency Event" is defined in Section 6.1 of the Transfer and
           ----------------
Servicing Agreement.

          "Insurance Proceeds" means any amounts received pursuant to the
           ------------------
payment of benefits under any credit life insurance policies, credit disability
or unemployment insurance policies covering any Obligor with respect to
Receivables under such Obligor's Account.

          "Interchange" means interchange fees paid or payable to the Seller, in
           -----------
its capacity as credit card issuer, through MasterCard International
Incorporated and/or VISA U.S.A., Inc. in connection with cardholder charges for
goods and services.

         "Investment Company Act" means the Investment Company Act of 1940.
          ----------------------

          "Investor Monthly Servicing Fee" is defined in Section 3.2 of the
           ------------------------------
Transfer and Servicing Agreement.


          "Issuer" means the First Consumers Credit Card Master Note Trust,
           ------
which is established by the Trust Agreement.

                                      -15-

<PAGE>

         "Issuer Order" and "Issuer Request" means a written order or request
          ------------       --------------
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

         "Lien" means any mortgage, deed of trust, pledge, hypothecation,
          ----
assignment, deposit arrangement, encumbrance, lien (statutory or other), equity
interest, participation interest, preference, priority or other security
agreement or preferential arrangement of any kind or nature whatsoever including
any conditional sale or other title retention agreement, any financing lease
having substantially the same economic effect as any of the foregoing and the
filing of any financing statement under the applicable UCC (other than any such
financing statement filed for informational purposes only) or comparable law of
any jurisdiction to evidence any of the foregoing; provided, however, that any
                                                   --------  -------
assignment pursuant to the Indenture shall not be deemed to constitute a Lien.

         "Minimum Aggregate Principal Balance" means, on any date of
          -----------------------------------
determination, the greater of (a) the sum of the Aggregate Collateral Amount,
plus the Minimum Seller Amount, in each case as of such date and (b) the sum of
the numerators used to determine the Allocation Percentages for Principal
Collections of all Series outstanding on such date.

         "Minimum Average Seller Percentage" means the weighted average (by
          ---------------------------------
Adjusted Collateral Amount) Minimum Seller Percentages for all Series then
outstanding.

         "Minimum Seller Amount" means, on any Determination Date, the Aggregate
          ---------------------
Collateral Amount at the end of the day prior to such Determination Date, times
the Minimum Average Seller Percentage; provided that if such percentage is zero,
                                       -------- ----
the Minimum Seller Amount shall be zero. FCNB may reduce the Minimum Seller
Amount by written notice to the Indenture Trustee, provided that (a) the Rating
Agency Condition is satisfied with respect to such reduction and (b) FCNB
delivers to the Indenture Trustee an Opinion of Counsel to the effect that such
reduction will not have a material adverse effect on the Federal income tax
characterization of any outstanding Series.

         "Minimum Seller Percentage" is defined, for any Series, in the related
          -------------------------
Indenture Supplement.

         "Monthly Period" means the period from and including the first day of
          --------------
the calendar month preceding a related Determination Date to and including the
last day of such calendar month.

                                      -16-

<PAGE>

         "Monthly Seller Servicing Fee" is defined in Section 3.2 of the
          ----------------------------                -----------
Transfer and Servicing Agreement.

         "Monthly Servicing Fee" is defined in Section 3.2 of the Transfer and
          ---------------------                -----------
Servicing Agreement.

         "Moody's" means Moody's Investors Service, Inc.
          -------

         "Net Recoveries" means, with respect to any Monthly Period, the excess,
          --------------
if any, of Recoveries collected during such Monthly Period over the aggregate
amount of Principal Receivables in Defaulted Accounts charged off during such
Monthly Period.

         "New Issuance" is defined in Section 2.12(a) of the Indenture.
          ------------                ---------------

         "Notes" means all Series of Notes issued by the Issuer pursuant to this
          -----
Indenture and the applicable Indenture Supplements.

         "Noteholder" or "Holder" means the Person in whose name a Note is
          ----------      ------
registered on the Note Register and, if applicable, the holder of any Global
Note, or Coupon, as the case may be, or such other Person deemed to be a
"Noteholder" or "Holder" in any related Indenture Supplement.

         "Note Interest Rate" means, as of any particular date of determination
          ------------------
and with respect to any Series or Class, the interest rate as of such date
specified therefor in the related Indenture Supplement.

         "Note Owner" means, with respect to a Book-Entry Note, the Person who
          ----------
is the owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency, or on the books of a Person maintaining an account with such Clearing
Agency (directly as a Clearing Agency Participant or as an Indirect Participant,
in accordance with the rules of such Clearing Agency).

         "Note Principal Balance" means, as of any particular date of
          ----------------------
determination and with respect to any Series or Class, the amount specified in
the related Indenture Supplement.

         "Note Register" is defined in Section 2.5 of the Indenture.
          -------------                -----------

         "Notes" means all Series of Notes issued by the Issuer pursuant to this
          -----
Indenture and the applicable Indenture Supplements.

                                      -17-

<PAGE>

     "Notice Date" is defined in Section 2.6(c) of the Transfer and Servicing
      -----------                --------------
Agreement.

     "Notices" is defined in Section 9.4(a) of the Transfer and Servicing
      -------                --------------
Agreement.

     "Obligor" means, with respect to any Account, the Person or Persons
      -------
obligated to make payments with respect to such Account, including any guarantor
thereof.

     "Officer's Certificate" means a certificate signed by any officer of Seller
      ---------------------
or the Servicer and delivered to the Indenture Trustee.

     "Opinion of Counsel" means a written opinion of counsel, who may be counsel
      ------------------
for Seller or the Servicer and who shall be reasonably acceptable to the
Indenture Trustee, provided that a Tax Opinion shall be an opinion of Rooks,
                   --------
Pitts and Poust or other nationally recognized tax counsel.

     "Original Principal Receivables" means Principal Receivables determined
      ------------------------------
without giving effect to any reduction thereof attributable to Discount Option
Receivables.

     "Outstanding" means, as of the date of determination, all Notes theretofore
      -----------
authenticated and delivered under this Indenture except:

          (i)   Notes theretofore canceled by the Note Registrar or delivered to
     the Note Registrar for cancellation;

          (ii)  Notes or portions thereof the payment for which money in the
     necessary amount has been theretofore deposited with the Indenture Trustee
     or any Paying Agent in trust for the Holders of such Notes (provided,
                                                                 --------
     however, that if such Notes are to be redeemed, notice of such redemption
     -------
     has been duly given pursuant to this Indenture or provision therefor,
     satisfactory to the Indenture Trustee, has been made); and

          (iii) Notes in exchange for or in lieu of other Notes which have been
     authenticated and delivered pursuant to this Indenture unless proof
     satisfactory to the Indenture Trustee is presented that any such Notes are
     held by a protected purchaser;

provided that in determining whether the Holders of Notes representing the
--------
requisite Outstanding Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder, Notes owned by the Issuer, any
other obligor upon the

                                      -18-

<PAGE>

Notes, the Seller, the Servicer or any Affiliate of any of the foregoing Persons
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Notes that a Trustee Officer of the Indenture Trustee actually knows to be so
owned shall be so disregarded. Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act with respect
to such Notes and that the pledgee is not the Issuer, any other obligor upon the
Notes, the Seller, the Servicer or any Affiliate of any of the foregoing
Persons. In making any such determination, the Indenture Trustee may
conclusively rely on the representations of the pledgee and shall not be
required to undertake any independent investigation.

         "Outstanding Amount" means the aggregate principal amount of all Notes
          ------------------
Outstanding at the date of determination.

         "Owner" means Seller, as the holder of the beneficial ownership
          -----
interest in the Issuer and any successor or assign in that capacity.

         "Owner Trustee" means Bankers Trust Company, in its capacity as owner
          -------------
trustee under the Trust Agreement, its successors in interest and any successor
owner trustee under the Trust Agreement.

         "Paired Series" means (i) each Series which has been paired with
          -------------
another Series (which Series may be prefunded or partially prefunded), such that
the reduction of the Collateral Amount or Adjusted Collateral Amount of such
Series results in the increase of the Collateral Amount of such other Series, as
described in the related Indenture Supplements, and (ii) such other Series.

         "Pay Out Event" means, with respect to any Series, a Series Pay Out
          -------------
Event relating to that Series or a Trust Pay Out Event.

         "Paying Agent" means any paying agent appointed pursuant to Section 2.8
          ------------                                               -----------
of the Indenture and shall initially be the Indenture Trustee; provided that if
                                                               --------
the Indenture Supplement for a Series so provides, a separate or additional
Paying Agent may be appointed with respect to such Series.

         "Permitted Assignee" means any Person who, if it were to purchase
          ------------------
Receivables (or interests therein) in connection with a sale thereof pursuant to
Sections 5.5(a) and 5.16 of the Indenture, would not cause the Issuer to be
---------------     ----
taxable as a publicly traded partnership for federal income tax purposes.

                                      -19-

<PAGE>

         "Permitted Investments" means (a) negotiable instruments or securities
          ---------------------
represented by instruments in bearer or registered form which evidence (i)
obligations of or guaranteed by the United States of America, (ii) time deposits
in, certificates of deposit of, or bankers' acceptances issued by, any
depositary institution or trust company (other than Seller or an Affiliate of
Seller) incorporated under the laws of the United States of America or any state
thereof and subject to supervision and examination by federal or state banking
or depositary institution authorities, provided, however, that at the time of
                                       --------  -------
the Trust's investment or contractual commitment to invest therein, the
certificates of deposit or short-term deposits, if any, or long-term unsecured
debt obligations (other than such obligation whose rating is based on collateral
or on the credit of a Person other than such institution or trust company) of
such depositary institution or trust company shall have a credit rating from
Moody's and Standard & Poor's of P-1 and A-1+, respectively, in the case of the
certificates of deposit or short-term deposits, or a rating from Moody's of Aaa
and from Standard & Poor's of AAA in the case of the long-term unsecured debt
obligations, or such time deposits are fully insured by the FDIC, (iii)
certificates of deposit (other than those of Seller or an Affiliate of Seller)
having, at the time of the Trust's investment or contractual commitment to
invest therein, a rating from Moody's and Standard & Poor's of P-1 and A-1+,
respectively, and (iv) investments in money market funds rated in the highest
investment category or otherwise approved in writing by Moody's and Standard &
Poor's, which in the case of Standard & Poor's is AAAmg; (b) demand deposits in
the name of the Issuer or the Indenture Trustee in any depositary institution or
trust company referred to in (a) (ii) above; and (c) securities not represented
by an instrument, which are registered in the name of the Indenture Trustee upon
books maintained for that purpose by or on behalf of the issuer thereof and
identified on books maintained for that purpose by the Indenture Trustee as held
for the benefit of the Issuer or the Noteholders, and consisting of shares of an
open end diversified investment company which is registered under the Investment
Company Act of 1940, as amended, and which (i) invests its assets exclusively in
obligations of or guaranteed by the United States of America or any
instrumentality or agency thereof having in each instance a final maturity date
of less than one year from their date of purchase or other Permitted
Investments, (ii) seeks to maintain a constant net asset value per share and
(iii) has aggregate net assets of not less than $100,000,000 on the date of
purchase of such shares, and which satisfies the Rating Agency Condition;
provided, however, that only those investments described above which are
--------  -------
permitted to be made by a national banking association shall be deemed to be
"Permitted Investments" hereunder.

         "Permitted Transaction" mean any transaction or series of related
          ---------------------
transactions pursuant to which the Seller finances an interest in the Trust
Assets and (i) as to which the Rating Agency Condition is satisfied and (ii)
which in the reasonable judgment of the Seller as evidenced by an Officer's
Certificate, will not have a material adverse effect on the interests of the
Noteholders.

                                      -20-

<PAGE>

         "Person" means any legal person, including any individual, corporation,
          ------
partnership, joint venture, association, joint-stock company, trust,
unincorporated organization, governmental entity or other entity of similar
nature.

         "Pooling and Servicing Agreement" means the Pooling and Servicing
          -------------------------------
Agreement, dated as of September 30, 1992, as amended and restated February 1,
1999, and as amended and restated a second time as of December 31, 2001, and
heretofore amended, among FCNB and The Bank of New York (as successor-in-
interest to the corporate trust administration of Harris Trust and Savings
Bank), as trustee.

         "Portfolio Yield" is defined, with respect to any Series, in the
related Indenture Supplement.

         "Principal Collections" means all Collections that are not Finance
          ---------------------
Charge Collections.

         "Principal Collections Subaccount" means the principal collections
          --------------------------------
subaccount of the Collections Account.

         "Principal Receivable" means each Receivable other than Finance Charge
          --------------------
Receivables and Receivables in Defaulted Accounts. A Principal Receivable shall
be deemed to have been created at the end of the day on the Date of Processing
of such Receivable. In calculating the aggregate amount of Principal Receivables
on any day, the amount of Principal Receivables shall be reduced by the
aggregate amount of credit balances in the Accounts on such day. Any Principal
Receivables which Seller is unable to transfer as provided in Section 2.5(c) of
                                                              --------------
the Transfer and Servicing Agreement shall not be included in calculating the
aggregate amount of Principal Receivables.

         "Principal Sharing Series" means a Series that, pursuant to the
          ------------------------
Indenture Supplement therefor, is entitled to receive Shared Principal
Collections.

         "Principal Shortfalls" is defined in Section 8.5 of the Indenture.
          --------------------                -----------

         "Principal Terms" means, with respect to any Series, (a) the name or
          ---------------
designation; (b) the initial principal amount (or method for calculating such
amount), the Collateral Amount and the Seller Amount; (c) the Note Interest Rate
for each Class of Notes of such Series (or method for the determination
thereof); (d) the payment date or dates and the date or dates from which
interest shall accrue; (e) the method for allocating Collections to Noteholders;
(f) the designation of any Series Accounts and the terms governing the operation
of any such Series Accounts; (g) the Servicing Fee; (h) the terms of any form of
Series Enhancements with respect

                                      -21-

<PAGE>

thereto; (i) the terms on which the Notes of such Series may be exchanged for
Notes of another Series, repurchased by the Seller or remarketed to other
investors; (j) the Series Termination Date; (k) the number of Classes of Notes
of such Series and, if more than one Class, the rights and priorities of each
such Class; (l) the extent to which the Notes of such Series will be issuable in
temporary or permanent global form (and, in such case, the depositary for such
global note or notes, the terms and conditions, if any, upon which such global
note or notes may be exchanged, in whole or in part, for Definitive Notes, and
the manner in which any interest payable on a temporary or global note will be
paid); (m) whether the Notes of such Series may be issued in bearer form and any
limitations imposed thereon; (n) the priority of such Series with respect to any
other Series; (o) whether such Series will be part of a Group; (p) whether such
Series will be a Principal Sharing Series and whether such Series is entitled to
share Shared Seller Principal Collections; (q) whether such Series will be an
Excess Allocation Series; (r) the Distribution Date; (s) the legal final
maturity date on which the rights of the Noteholders of such Series to receive
payments from the Issuer will terminate, which shall not be later than the
Scheduled Trust Termination Date; (t) whether Interchange will be included in
the funds available to be paid for such Series; and (u) whether such Series will
or may be a Paired Series and the Series, with which it will be paired, if
applicable.

         "Proceeding" means any suit in equity, action at law or other judicial
          ----------
or administrative proceeding.

         "Purchase Price" is defined in Section 3.1 of the Receivables Purchase
          --------------                -----------
Agreement.

         "Qualified Account" means either (a) a non-interest bearing segregated
          -----------------
account with an Eligible Institution, or (b) a non-interest bearing segregated
trust account with the corporate trust department of a depository institution
organized under the laws of the United States or any one of the states thereof,
including the District of Columbia (or any domestic branch of a foreign bank),
and acting as a trustee for funds deposited in such account, so long as any of
the securities of such depository institution shall have a credit rating from
each Rating Agency in one of its generic credit rating categories that signifies
investment grade.

         "Quarterly Account Additions" means on any Determination Date, the
          ---------------------------
number of Accounts the Receivables of which have been added to the Receivables
Trust pursuant to Sections 2.6(a), (b) and (e) of the Transfer and Servicing
                  ---------------  ---     ---
Agreement during the current calendar quarter.

         "Quarterly Quotient" is defined in Section 2.6(c)(ii)(2) of the
          ------------------                ---------------------
Transfer and Servicing Agreement.

                                      -22-

<PAGE>

         "Rating Agency" means, with respect to any outstanding Series or Class,
          -------------
each rating agency, as specified in the applicable Indenture Supplement,
selected by the Seller to rate the Notes of such Series or Class.

         "Rating Agency Condition" means, with respect to any action or series
          -----------------------
of related actions or proposed transaction or series of related proposed
transactions, that each Rating Agency shall have notified Seller and the
Indenture Trustee in writing that such action or series of related actions or
the consummation of such proposed transaction or series of related transactions
will not result in a reduction or withdrawal of the rating of any outstanding
Series or Class with respect to which it is a Rating Agency.

         "Reassignment Agreement" is defined in Section 2.7(b)(ii) of the
          ----------------------                ------------------
Transfer and Servicing Agreement.

         "Receivable" means any amount owing by an Obligor under an Account
          ----------
(including amounts in Defaulted Accounts) from time to time, including amounts
owing for the purchase of goods and services, Finance Charges, Cash Advance
Fees, Cardholder Fees, Special Fees and premiums for Credit Insurance, if any.

         "Receivables Purchase Agreement" means the Receivables Purchase
          ------------------------------
Agreement dated as of December 31, 2001, among Seller and FCNB, as amended from
time to time, and includes any receivables purchase agreement substantially in
the form of such agreement entered into between the Seller and FCNB.

         "Receivables Trust" means (a) prior to the FCMT Termination Date, First
          -----------------
Consumers Master Trust and (b) on and after the FCMT Termination Date, the
Issuer.

         "Reconveyance" means an instrument substantially in the form and upon
          ------------
the terms of Exhibit B to the Receivables Purchase Agreement.
             ---------

         "Record Date" means, with respect to any Distribution Date, the last
          -----------
Business Day of the calendar month immediately preceding such Distribution Date
unless otherwise specified for a Series in the related Indenture Supplement.

         "Recoveries" means, with respect to any Monthly Period, all amounts
          ----------
received, including Insurance Proceeds and net proceeds from the liquidation of
certificates of deposit or bank accounts, by the Servicer with respect to
Receivables which have previously been charged off as uncollectible, after
deducting, in the case of each such amount received, a percentage of such amount
which in the good faith judgment of the Servicer represents the amount of
out-of-pocket costs incurred by the Servicer during the preceding fiscal year
(or other, more recent period deemed

                                      -23-

<PAGE>

appropriate by the Servicer) as a percentage of collections during such period
in respect of charged off receivables in all credit card accounts (including the
Accounts) serviced by the Servicer.

         "Redemption Date" means, with respect to any Series, the date or dates
          ---------------
specified in the related Indenture Supplement.

         "Registered Notes" is defined in Section 2.1 of the Indenture.
          ----------------                -----------

         "Removal Date" is defined in Section 2.7 of the Transfer and Servicing
          ------------                -----------
Agreement.

         "Removal Notice Date" means the fifth Business Day prior to a Removal
          ----------------
Date.

         "Removed Accounts" is defined in Section 2.7(a) of the Transfer and
          ----------------
Servicing Agreement.

         "Repurchase Date" is defined in Section 6.2 of the Receivables Purchase
          ---------------                -----------
Agreement.

         "Repurchase Notice Date" is defined in Section 6.2 of the Receivables
          ----------------------                -----------
Purchase Agreement.


         "Repurchase Price" means the Repurchase Price specified in Section
          ----------------                                          -------
6.1(c) or 6.2(a), as the case may be, of the Receivables Purchase Agreement.
------    ------

         "Requirements of Law" for any Person means the certificate of
          -------------------
incorporation or articles of association and by-laws or other organizational or
governing documents of such Person, and any law, treaty, rule or regulation, or
order or determination of an arbitrator or Governmental Authority, in each case
applicable to or binding upon such Person or to which such Person is subject,
whether Federal, state or local (including usury laws, the Federal Truth in
Lending Act and Regulation Z and Regulation B of the Board of Governors of the
Federal Reserve System).

         "Responsible Officer" means, as to the Issuer, the Chairman or any Vice
          -------------------
Chairman of the Board of Directors or Trustees of the Administrator; the
Chairman or Vice Chairman of the Executive or Standing Committee of the Board of
Directors or Trustees of the Administrator; and the President, any Executive
Vice President, Senior Vice President, Vice President, any Assistant Vice
President, the Secretary, any Assistant Secretary, the Treasurer, any Assistant
Treasurer, the Cashier, any Assistant or Deputy Cashier, the Controller and any
Assistant Controller or any other officer of the Administrator customarily
performing functions similar to those

                                      -24-

<PAGE>

performed by any of the above-designated officers. The term "Responsible
Officer", when used herein with respect to any Person other than the Issuer,
means an officer or employee of such Person corresponding to any officer or
employee described in the preceding sentence.

         "RPA Closing Date" means December 31, 2001.
          ----------------

         "RPA Seller" means FCNB.
          ----------

         "Scheduled Trust Termination Date" means December 31, 2050.
          --------------------------------

         "Securities Act" means the Securities Act of 1933.
          --------------

         "Seller" shall mean (i) before the RPA Closing Date, FCNB, and (ii) on
          ------
and after the RPA Closing Date, First Consumers Credit Corporation, a Delaware
corporation.

         "Seller Amount" means, on any Determination Date, the Aggregate
          -------------
Principal Balance at the end of the day immediately prior to such Determination
Date, minus the Aggregate Collateral Amount at the end of such day.

         "Seller Certificate Supplement" shall have the meaning specified in
          -----------------------------
Section 3.4 of the Trust Agreement.
-----------

         "Seller Interest" means the interest of the Seller or its assigns in
          ---------------
the Issuer and the Receivables, which entitles the Seller or its assigns to
receive the various amounts specified in the Transaction Documents to be paid or
transferred to the holder(s) of the Seller Interest.

         "Seller Percentage" means, on any date of determination, when used with
          -----------------
respect to Principal Collections, Finance Charge Collections and Receivables in
Defaulted Accounts, the percentage equivalent of a fraction equal to 1.0, minus
                                                                          -----
the fraction calculated on such date with respect to such categories of
Receivables in accordance with the definition of Aggregate Allocation
Percentage; provided, however, that the Seller Percentage shall never be less
            --------  -------
than zero.

         "Series" means any series of Notes, which may include within any such
          ------
Series a Class or Classes of Notes subordinate to another such Class or Classes
of Notes.

         "Series Account" means, with respect to any Series, any of the accounts
          --------------
established and designated as such pursuant to the related Indenture Supplement.

                                      -25-

<PAGE>

         "Series Enhancement" means the rights and benefits provided to the
          ------------------
Issuer or the Noteholders of any Series or Class pursuant to any letter of
credit, surety bond, cash collateral account, collateral interest, spread
account, reserve account, cash collateral guaranty, insurance policy, tax
protection agreement, interest rate swap agreement, interest rate cap agreement,
cross support feature or other similar arrangement. The subordination of any
Series or Class to another Series or Class shall be deemed to be a Series
Enhancement.

         "Series Enhancer" means the Person or Persons providing any Series
          ---------------
Enhancement, other than (except to the extent otherwise provided with respect to
any Series in the Indenture Supplement for such Series) any account or deposits
therein or the Noteholders of any Series or Class which is subordinated to
another Series or Class.

         "Series Pay Out Event" is defined, with respect to any Series, in the
          --------------------
related Indenture Supplement.

         "Series Share" is defined in Section 8.4(h) of the Indenture.
          ------------                --------------

         "Series Termination Date" means, with respect to any Series, the
          -----------------------
termination date for such Series specified in the related Indenture Supplement.

         "Servicer" means initially FCNB, and thereafter any Person appointed as
          --------
successor as herein provided to service the Receivables.

         "Servicer Default" is defined in Section 7.1 of the Transfer and
          ----------------                -----------
Servicing Agreement.

         "Servicing Agreement" means (i) before the FCMT Termination Date, the
          -------------------
Pooling and Servicing Agreement, and (ii) on and after the FCMT Termination
Date, the Transfer and Servicing Agreement.

         "Servicing Fee Rate" means, with respect to any Series, the Series
          ------------------
servicing fee percentage specified in the related Indenture Supplement.

         "Servicing Officer" means any employee of the Servicer involved in, or
          -----------------
responsible for, the administration and servicing of the Receivables whose name
appears on a list of servicing officers furnished to the Indenture Trustee by
the Servicer, as such list may from time to time be amended.

         "Settlement Date" is defined in Section 3.4 of the Receivables Purchase
          ---------------                -----------
Agreement.

                                      -26-

<PAGE>

         "Settlement Statement" means a document substantially in the form of
          --------------------
Exhibit C to the Receivables Purchase Agreement.
---------

         "Shared Finance Charge Collections" means, with respect to any
          ---------------------------------
Distribution Date, the aggregate amount for all outstanding Series that the
related Indenture Supplements specify are to be treated as "Shared Finance
Charge Collections" for such Distribution Date.

         "Shared Principal Collections" is defined in Section 8.5 of the
          ----------------------------                -----------
Indenture.

         "Shortfall Amount" means, on any Determination Date, the amount, if
          ----------------
any, by which the Minimum Seller Amount exceeds the Seller Amount.

         "Special Fees" means Receivables consisting of fees which are not now
          ------------
but may from time to time be assessed on the Accounts.

         "Spiegel" means Spiegel, Inc., a Delaware corporation.
          -------

         "Standard & Poor's" means Standard & Poor's Ratings Services, or its
          -----------------
successor.

         "Subordinated Note" means a subordinated note of Seller substantially
          -----------------
in the form attached to Exhibit F to the Receivables Purchase Agreement.
                        ---------

         "Successor Servicer" is defined in Section 7.2(a) of the Transfer and
          ------------------                --------------
Servicing Agreement.

         "Supplemental Certificate" is defined in Section 3.4 of the Trust
          ------------------------
Agreement.

         "Supplemental Conveyance" means an instrument substantially in the form
          -----------------------
and upon the terms of Exhibit A to the Receivables Purchase Agreement.
                      ---------

         "Surviving Person" is defined in Section 3.10(a) of the Indenture.
          ----------------                ---------------

         "Tax Opinion" means, with respect to any action, an Opinion of Counsel
          -----------
to the effect that, for federal income tax purposes, (a) such action will not
adversely affect the tax characterization as debt of the Notes of any
outstanding Series or Class that were characterized as debt at the time of their
issuance, (b) such action will not cause the Issuer to be deemed to be an
association (or publicly traded partnership) taxable as a corporation and (c)
such action will not cause or constitute an event in which gain or loss would be
recognized by any Noteholder.

                                      -27-

<PAGE>

         "Termination Notice" is defined in Section 7.1 of the Transfer and
          ------------------                -----------
Servicing Agreement.

         "Transaction Documents" means the Master Indenture, Indenture
          ---------------------
Supplements, Transfer and Servicing Agreement, Trust Agreement, Administration
Agreement, and, until the FCMT Termination Date, the Pooling and Servicing
Agreement and the Collateral Series Supplement, and any other documents related
to this transaction.

         "Transfer Agent and Registrar" is defined in Section 2.5 of the
          ----------------------------
Indenture.

         "Transfer and Servicing Agreement" means the Transfer and Servicing
          --------------------------------
Agreement, dated as of March 1, 2001, and amended and restated as of December
31, 2001, among First Consumers Credit Corporation, FCNB and the Issuer.

         "Transfer Date" means the Business Day immediately preceding each
          -------------
Distribution Date or each Distribution Date.

         "Transfer Restriction Event" means any event that prevents FCNB from
          --------------------------
transferring Receivables to the Seller or prevents the Seller from transferring
Receivables to the Issuer.

         "Trust" means the First Consumers Credit Card Master Note Trust.
          -----

         "Trust Agreement" means the Trust Agreement relating to the Receivables
          ---------------
Trust, dated as of March 1, 2001 and amended and restated as of December 31,
2001, between First Consumers Credit Corporation and the Owner Trustee, as the
same may be amended, supplemented or otherwise modified from time to time.

         "Trust Assets" is defined in Section 2.1 of the Transfer and Servicing
          ------------                -----------
Agreement.

         "Trust Estate" means all right, title and interest of the Issuer in and
          ------------
to the property and rights assigned to the Issuer pursuant to Section 2.5 of the
                                                              -----------
Trust Agreement and Section 2.1 of the Transfer and Servicing Agreement, all
                    -----------
monies, investment property, instruments and other property on deposit from time
to time in the Collection Account, the Series Accounts and the Excess Funding
Account and all other property of the Issuer from time to time, including any
rights of the Owner Trustee and the Issuer pursuant to the Transaction
Documents.

         "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939.
          -------------------      ---

                                      -28-

<PAGE>

         "Trust Pay Out Event" is defined, with respect to each Series, in
          -------------------
Section 5.1 of the Indenture.

         "Trust Termination Date" is defined in Section 8.1 of the Trust
          ----------------------
Agreement.

         "Trustee Officer" means, with respect to the Indenture Trustee any
          ---------------
officer assigned to the Corporate Trust Office, including any managing director,
vice president, assistant vice president, assistant treasurer, assistant
secretary or any other officer of the Indenture Trustee customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of the applicable
Transaction Documents, and also, with respect to a particular matter, any other
officer, to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

         "UCC" means the Uniform Commercial Code, as in effect in any specified
          ---
jurisdiction.

                                      -29-