<PAGE>



                                                                 Exhibit 10.1(b)

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

                         STONE RECEIVABLES CORPORATION,

                                   Transferor,

                          STONE CONTAINER CORPORATION,

                                    Servicer,

                                       and

                            THE CHASE MANHATTAN BANK,

                                     Trustee

                       on behalf of the Certificateholders

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

                            SERIES 1999-1 SUPPLEMENT

                          Dated as of October 15, 1999

                                       to

                   STONE RECEIVABLES CORPORATION MASTER TRUST

                         POOLING AND SERVICING AGREEMENT

                           Dated as of October 1, 1999

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

              FLOATING RATE TRADE RECEIVABLES-BACKED CERTIFICATES,

                             SERIES 1999-1, CLASS A

              FLOATING RATE TRADE RECEIVABLES-BACKED CERTIFICATES,

                             SERIES 1999-1, CLASS B

              FLOATING RATE TRADE RECEIVABLES-BACKED CERTIFICATES,

                             SERIES 1999-1, CLASS C

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











<PAGE>




                  SERIES 1999-1 SUPPLEMENT, dated as of October 15, 1999 (this
"Supplement") among STONE RECEIVABLES CORPORATION, a Delaware corporation, as
Transferor (the "Transferor"), STONE CONTAINER CORPORATION, a Delaware
corporation, as Servicer (the "Servicer"), and THE CHASE MANHATTAN BANK, a New
York banking corporation, as trustee (together with its successors in trust
thereunder as provided in the Pooling and Servicing Agreement referred to below,
the "Trustee"), under the Pooling and Servicing Agreement, dated as of October
1, 1999 (the "Agreement") among the Transferor, the Servicer and the Trustee.

                              PRELIMINARY STATEMENT

                  Section 6.9 of the Agreement provides, among other things,
that the Transferor and the Trustee may enter into a supplement to the Agreement
for the purpose of authorizing the issuance of Investor Certificates. The
Transferor hereby enters into this Supplement with the Servicer and the Trustee
as required by Section 6.9(b) of the Agreement to provide for the issuance,
authentication and delivery of the Floating Rate Trade Receivables-Backed
Certificates, Series 1999-1, Class A (the "Class A Certificates"), the Floating
Rate Trade Receivables-Backed Certificates, Series 1999-1, Class B (the "Class B
Certificates"), and, the Floating Rate Trade Receivables-Backed Certificates,
Series 1999-1, Class C (the "Class C Certificates" and, together with the Class
A Certificates and the Class B Certificates, the "Series 1999-1 Certificates").
In the event that any term or provision contained herein shall conflict with or
be inconsistent with any term or provision contained in the Agreement, the terms
and provisions of this Supplement shall govern.

                  All capitalized terms not otherwise defined herein are defined
in Annex X to the Agreement or the Series 1999-2 Supplement. All Article,
Section, Subsection, Schedule or Exhibit references herein shall mean Articles,
Sections, Subsections, Schedules or Exhibits of the Agreement, as amended and
supplemented by this Supplement, except as otherwise provided herein.

                  Unless otherwise stated herein, as the context otherwise
requires, or if such term is otherwise defined in the Agreement (including in
Annex X thereto), each capitalized term used or defined herein shall relate only
to the Series 1999-1 Certificates and to no other Series of Investor
Certificates issued by the Trust. Any reference to the Early Amortization
Period, the Series 1999-1 Amortization Period, or the Revolving Period in this
Supplement shall refer only to such periods as they relate to the Series 1999-1
Certificates.

                                       1










<PAGE>



SECTION 1.        Designation and Definitions.

                  (a) The Class A Certificates shall be designated generally as
Floating Rate Trade Receivables-Backed Certificates, Series 1999-1, Class A or
the Class A Certificates. The Class B Certificates shall be designated generally
as Floating Rate Trade Receivables-Backed Certificates, Series 1999-1, Class B
or the Class B Certificates. The Class C Certificates shall be designated
generally as Floating Rate Trade Receivables-Backed Certificates, Series 1999-1,
Class C or the Class C Certificates. The Class A Certificates, the Class B
Certificates and the Class C Certificates together shall be designated generally
as the Series 1999-1 Certificates.

                  (b) For the purposes of the Agreement and this Supplement, the
following capitalized terms shall be defined as follows with respect to the
Series 1999-1 Certificates:

                  "Accrual Period" shall mean, with respect to Series 1999-1,
the period from and including a Payment Date to but excluding the succeeding
Payment Date; provided that in the case of the initial Accrual Period, it shall
mean the period from and including the Issuance Date to but excluding November
15, 1999.

                  "Average Dilution Ratio" is defined in Annex X to the
Agreement.

                  "Carrying Cost Reserve Ratio" shall mean, an amount reflected
in the most recent Settlement Statement (expressed as a percentage) equal to (a)
the product of (i) 1.50, (ii) the Discount Rate, (iii) 2.00, and (iv) the Days
Sales Outstanding divided by (b) 360.

                  "Class A Adjusted Invested Amount" shall mean, on any date of
determination, (i) the Class A Invested Amount on such date, minus (ii) the sum
of (A) the amount on deposit on such date in the Series 1999-1 Principal
Collection Sub-subaccount up to a maximum of the Class A Invested Amount, plus
(B) the Series 1999-1 Invested Percentage of the amounts on deposit on such date
in the Excess Funding Account, up to a maximum of the Class A Invested Amount.

                  "Class A Applicable Reserve Ratio" shall mean, on any date of
determination with respect to the Class A Certificates, the greater of (i) the
sum of the Loss Reserve Ratio and the Dilution Reserve Ratio, and (ii) the
Minimum Reserve Ratio, in each case applicable to Class A Certificates.

                  "Class A Certificate" shall mean a Certificate designated as
"Class A" on the face thereof.

                  "Class A Certificateholder" shall mean each Holder of a Class
A Certificate.

                                        2








<PAGE>



                  "Class A Certificate Rate" shall mean (a) with respect to (i)
the initial Accrual Period, 5.90625% per annum, and (ii) any Accrual Period
thereafter, as set forth in Section 4 of this Supplement.

                  "Class A Initial Invested Amount" is as set forth in Section 2
of this Supplement.

                  "Class A Invested Amount" shall mean, with respect to any date
of determination, an amount equal to (i) the Class A Initial Invested Amount,
minus (ii) the aggregate amount of distributions to the Class A
Certificateholders made in respect of principal on or prior to such date.

                  "Class A Monthly Interest" shall have the meaning assigned in
subsection (a)(i) of Section 4.4 of the Agreement as supplemented by this
Supplement (which provisions are set forth in Section 1 of this Supplement
below).

                  "Class B Adjusted Invested Amount" shall mean, on any date of
determination, (i) the Class B Invested Amount on such date, minus (ii) the sum
of (A) the excess, if any, of the amount on deposit on such date in the Series
1999-1 Principal Collection Sub-subaccount over the Class A Invested Amount up
to a maximum of the Class B Invested Amount, plus (B) the excess, if any, of the
Series 1999-1 Invested Percentage of the amounts on deposit on such date in the
Excess Funding Account, over the Class A Invested Amount and up to a maximum of
the Class B Invested Amount.

                  "Class B Applicable Reserve Ratio" shall mean, on any date of
determination with respect to the Class B Certificates, the greater of (i) the
sum of the Loss Reserve Ratio and the Dilution Reserve Ratio, and (ii) the
Minimum Reserve Ratio, in each case applicable to Class B Certificates.

                  "Class B Certificate" shall mean a Certificate designated as
"Class B" on the face thereof.

                  "Class B Certificateholder" shall mean each Holder of a Class
B Certificate.

                  "Class B Certificate Rate" shall mean (a) with respect to (i)
the initial Accrual Period, 6.25625% per annum, and (ii) any Accrual Period
thereafter, as set forth in Section 4 of this Supplement.

                  "Class B Initial Invested Amount" is as set forth in Section 2
of this Supplement.

                  "Class B Invested Amount" shall mean, with respect to any date
of determination, an amount equal to (i) the Class B Initial Invested Amount,
minus (ii) the aggregate amount of distributions to the Class B
Certificateholders made in respect of principal on or prior to such date.

                  "Class B Monthly Interest" shall have the meaning assigned in
subsection (a)(ii) of Section 4.4 of the Agreement as supplemented by this
Supplement (which provisions are set forth in Section 1 of this Supplement
below).

                  "Class C Adjusted Invested Amount" shall mean, on any date of
determination, (i) the Class C Invested Amount on such date, minus (ii) the sum
of (A) the excess, if any, of the amount on deposit on such date in the Series
1999-1 Principal Collection Sub-subaccount over the Class A Invested Amount and
the Class B Invested Amount up to a maximum of the Class C Invested Amount, plus
(B) the excess, if any, of the Series 1999-1 Invested Percentage of the amounts
on deposit on such date in the Excess Funding Account, over the Class A Invested
Amount and the Class B Invested Amount and up to a maximum of the Class C
Invested Amount.

                  "Class C Applicable Reserve Ratio" shall mean, on any date of
determination with respect to the Class C Certificates, the greater of (i) the
sum of the Loss Reserve Ratio and the Dilution Reserve Ratio, and (ii) the
Minimum Reserve Ratio, in each case applicable to Class C Certificates.

                  "Class C Certificate" shall mean a Certificate designated as
"Class C" on the face thereof.


                                       3








<PAGE>




                  "Class C Certificateholder" shall mean each Holder of a Class
C Certificate.

                  "Class C Certificate Rate" shall mean (a) with respect to (i)
the initial Accrual Period, 7.20625% per annum, and (ii) any Accrual Period
thereafter, as set forth in Section 4 of this Supplement.

                  "Class C Initial Invested Amount" is as set forth in Section 2
of this Supplement.

                  "Class C Invested Amount" shall mean, with respect to any date
of determination, an amount equal to (i) the Class C Initial Invested Amount,
minus (ii) the aggregate amount of distributions to the Class C
Certificateholders made in respect of principal on or prior to such date.

                  "Class C Monthly Interest" shall have the meaning assigned in
subsection (a)(iii) of Section 4.4 of the Agreement as supplemented by this
Supplement (which provisions are set forth in Section 1 of this Supplement
below).

                  "Daily Report" is defined in Annex X to the Agreement.

                  "Dilution Horizon Ratio" is defined in Annex X to the
Agreement.

                  "Dilution Reserve Ratio" shall mean, an amount reflected on
the most recent Settlement Statement (expressed as a percentage) that is
calculated for the Class A Certificates, the Class B Certificates or the Class C
Certificates, as the case may be, as follows:

         DRR = [(c * d) + [(e-d) * (e/d)]] * f

Where:

         DRR = Dilution Reserve Ratio;

         c =      with respect to Class A Certificates, 2.5, with respect to
                  Class B Certificates, 2.0 and with respect to the Class C
                  Certificates, 1.5;

         d =      the Average Dilution Ratio for the Settlement Period
                  immediately preceding such earlier Determination Date;

         e =      the highest Dilution Ratio over the past twelve Settlement
                  Periods immediately preceding such earlier Determination Date;
                  and

         f =      the Dilution Horizon Ratio.

                  "Discount Rate" shall mean, as of any date of determination,
the sum of (a) the weighted average Class A Certificate Rate, Class B
Certificate Rate and Class C Certificate Rate in effect with respect to the
outstanding Class A Certificates, Class B Certificates and Class C Certificates,
respectively, as of the end of the Settlement Period immediately preceding the
most recent Determination Date and (b) an amount equal to (i) the aggregate
amount of fees (other than the Servicing Fee and Program Costs) accrued with
respect to the outstanding Series 1999-1


                                       4








<PAGE>



Certificates during the Settlement Period immediately preceding the most recent
Determination Date, divided by (ii) the average daily Series 1999-1 Invested
Amount during such Settlement Period.

                  "DTC" shall mean The Depository Trust Company.

                  "Early Amortization Period" shall mean with respect to the
Class A Certificates, the Class B Certificates and the Class C Certificates, the
period commencing on the date when an Event of Termination has occurred and has
not been otherwise waived, and continuing to and including the earlier of (i)
the payment in full to the Class A Certificateholders of the Class A Invested
Amount, the payment in full to the Class B Certificateholders of the Class B
Invested Amount and the payment in full to the Class C Certificateholders of the
Class C Invested Amount, and (ii) the Legal Final Maturity.

                  "Excess Program Costs" shall have the meaning assigned to such
term within the definition of "Program Costs".

                   "Initial Purchaser" shall mean, each of Banc One Capital
Markets, Inc. and Chase Securities Inc., who is purchasing the Series 1999-1
Certificates on the Issuance Date pursuant to the Purchase Agreement.

                  "Invested Amount" shall mean, with respect to any Business Day
and Series 1999-1, the sum of the Class A Invested Amount, the Class B Invested
Amount, and the Class C Invested Amount.

                  "Invested Percentage" shall mean, with respect to any Business
Day and Series 1999-1, the Series 1999-1 Invested Percentage as defined below.

                  "Issuance Date" shall mean, with respect to Series 1999-1,
October 15, 1999.

                  "Legal Final Maturity" shall mean November 15, 2005.

                  "LIBOR" shall have the meaning set forth in Section 4.4 of the
Agreement as supplemented by this Supplement (which provisions are set forth in
Section 1 of this Supplement below).

                  "LIBOR Determination Date" shall mean with respect to interest
payable on the Series 1999-1 Certificates on any Payment Date, the second
Business Day prior to the immediately preceding Payment Date.

                  "Loss Reserve Ratio" shall mean, an amount reflected on the
most recent Settlement Statement (expressed as a percentage) that is calculated
for the Class A Certificates, the Class B Certificates or the Class C
Certificates, as the case may be, as follows:

         LRR = d * b * (a/c) * PTM

Where:

                                       5








<PAGE>



         LRR = Loss Reserve Ratio;

         a   =    the aggregate Unpaid Balances of Receivables originated by
                  the Originators during the three Settlement Periods
                  immediately preceding such earlier Determination Date;

         b   =    the highest Default Ratio Average that occurred during the
                  period of twelve consecutive Settlement Periods ending prior
                  to such earlier Determination Date;

         c   =    the Aggregate Eligible Receivables as of the last day of the
                  Settlement Period immediately preceding such earlier
                  Determination Date;

         d   =    with respect to the Class A Certificates, 2.5, with respect
                  to the Class B Certificates, 2.0, and with respect to the
                  Class C Certificates, 1.5; and.

          PTM=    the Payment Term Multiplier.

                  "Minimum Reserve Ratio" shall mean, an amount reflected on the
most recent Settlement Statement (expressed as a percentage) that is calculated
for the Class A Certificates, the Class B Certificates or the Class C
Certificates, as the case may be, as follows:

         MRR= (a * b) + c

Where:

         MRR= Minimum Reserve Ratio;

         a =      the Average Dilution Ratio for the Settlement Period
                  immediately preceding such earlier Determination Date;

         b =      the Dilution Horizon Ratio; and

         c =      with respect to Class A Certificates, 10.0%, with respect to
                  Class B Certificates, 8.0%, and with respect to the Class C
                  Certificates, 6.0%.

                  "Payment Date" shall mean the 15th day of each month (or if
such day is not a Business Day, the next succeeding Business Day), commencing
November 15, 1999.

                  "Payment Term" shall mean with respect to any Receivable, the
number of days between its invoice date and its due date.

                  "Payment Term Multiplier" shall mean with respect to each
Determination Date, (a) 1.0, if the Payment Term Variable is not more than 36,
(b) 1.1, if the Payment Term Variable is 37 to 39, (c) 1.17, if the Payment Term
Variable is 40 to 45, (d) 1.22, if the Payment Term Variable is 46 to 50 (e)
1.28, if the Payment Term Variable is 51 to 55, (f) 1.33, if the Payment Term
Variable is 56 to 60, and (g) 1.38, if the Payment Term Variable is 61 to 65;
provided however, that, if the Payment Term Variable exceeds 65, the Payment
Term Multiplier for such Receivable on such Determination Date shall be
determined by calculating the sum of (x) 1.38




                                       6








<PAGE>



and (y) 0.05, for each 5-day increment by which the Payment Term Variable
exceeds 65, it being understood that the same number shall apply for all Payment
Term Variables that fall within a five-day range.

                  "Payment Term Variable" shall mean, as calculated in each
Settlement Statement as of the most recently ended Settlement Period, the
weighted average of the Payment Terms of all Receivables with an Unpaid Balance
as the last day of such Settlement Period.

                  "Program Costs" shall mean, for any Business Day, the sum of
(i) the product of (A) all unpaid fees and expenses due and payable to counsel
to, and independent auditors of, the Transferor (other than fees and expenses
payable on or in connection with the closing of the issuance of any Investor
Certificates) on such Business Day and (B) a fraction, the numerator of which is
the Series 1999-1 Invested Amount on such Business Day and the denominator of
which is the Series 1999-1 Invested Amount on such Business Day and (ii) all
unpaid fees and expenses due and payable to Rating Agencies rating the Series
1999-1 Certificates; provided, however, that Program Costs shall not exceed
$50,000 in the aggregate in any fiscal year of the Servicer (any amount of the
foregoing expenses, indemnities and fees in excess of $50,000 shall be referred
to herein as "Excess Program Costs").

                  "Purchase Agreement" shall mean each agreement to be entered
into on the Issuance Date between the Transferor and the Initial Purchaser
pursuant to which the Transferor agrees to sell, and the Initial Purchaser
agrees to purchase, the principal amount and Class of Series 1999-1 Certificates
set forth therein.

                  "Qualified Institutional Buyer" shall have the meaning
ascribed to such term in Rule 144A under the Securities Act.

                  "Rating Agencies" shall mean, with respect to Series 1999-1,
S&P and Moody's.

                  "Record Date" shall mean, with respect to any Payment Date,
one Business Day preceding such Payment Date, or if Definitive Certificates are
issued, the last day of the immediately preceding calendar month.

                  "Reference Banks" shall be the major banks operating in the
interbank eurodollar market.

                  "Required Amount" shall mean, as calculated on each Business
Day during an Accrual Period with respect to the next Payment Date, the sum of
(i) the Series 1999-1 Monthly Interest to be distributed on the next Payment
Date, (ii) the aggregate amount of all previously accrued, unpaid and
unallocated Series 1999-1 Monthly Interest for prior Payment Dates, (iii) the
Series 1999-1 Servicing Fee, and (iv) all accrued Program Costs, in each case
for such Accrual Period determined as of such day.

                  "Reuters Screen LIBOR Page" shall mean the display page
designated as "LIB" on the Reuters Monitor Money Rates Service.

                  "Series 1999-1" shall mean the Series of Investor
Certificates, the Principal Terms of which are set forth in this Supplement.

                                       7








<PAGE>



                  "Series 1999-1 Adjusted Invested Amount" shall mean, as of any
date of determination, (i) the Series 1999-1 Invested Amount on such date, minus
(ii) the sum of (A) the amount on deposit in the Series 1999-1 Principal
Collection Sub-subaccount on such date, plus (B) the Series 1999-1 Invested
Percentage of the amounts on deposit in the Excess Funding Account on such date.

                  "Series 1999-1 Allocated Receivables Amount" shall mean, on
any date of determination, the product of (A) the Net Eligible Receivables on
such day, times (B) the percentage equivalent of a fraction, the numerator of
which is the Series 1999-1 Target Receivables Amount on such day and the
denominator of which is the Aggregate Target Receivables Amount (as defined in
Annex X) on such day.

                  "Series 1999-1 Amortization Period" shall mean the period
beginning on the Series 1999-1 Amortization Period Commencement Date and ending
upon payment in full of the Series 1999-1 Invested Amount, all accrued and
unpaid interest thereon and all other amounts owed to the Investor
Certificateholders hereunder.

                  "Series 1999-1 Amortization Period Commencement Date" shall
mean November 15, 2004.

                  "Series 1999-1 Collections" shall mean, with respect to any
Business Day, an amount equal to the product of (i) the Series 1999-1 Invested
Percentage on such Business Day and (ii) all Collections received and processed
by the Servicer or on deposit in available funds in any Lock-Box Account as of
the close of the prior Business Day.

                  "Series 1999-1 Collection Subaccount" shall have the meaning
assigned in subsection (e)(i) of Section 4.2 of the Agreement as supplemented by
this Supplement (which provisions are set forth in Section 1 of this Supplement
below).

                  "Series 1999-1 ERISA Entity" shall mean (a) "an employee
benefit plan" (as described in Section 3(3) of ERISA) or other retirement
arrangement, individual retirement account or Keogh plan, whether or not it is
subject to the provisions of Title I of ERISA, (b) a plan described in Section
4975(e)(1) of the Code or (c) any entity whose underlying assets include plan
assets by reason of a plan's investment in such entity or by the application of
United States Department of Labor ("DOL") Regulation 2510.3-101.

                  "Series 1999-1 Initial Invested Amount" shall mean,
collectively, the Class A Initial Invested Amount, the Class B Initial Invested
Amount and the Class C Initial Invested Amount.

                  "Series 1999-1 Invested Amount" shall mean, collectively, the
Class A Invested Amount, the Class B Invested Amount and the Class C Invested
Amount.

                  "Series 1999-1 Invested Percentage" shall mean, with respect
to any Business Day (i) during the Series 1999-1 Revolving Period, the
percentage equivalent of a fraction, the numerator of which is the lesser of the
Series 1999-1 Allocated Receivables Amount and the Series 1999-1 Target
Receivables Amount, as of the end of the immediately preceding Business Day and
the denominator of which is the greater of (A) the Net Eligible Receivables as
of the



                                       8








<PAGE>



end of the immediately preceding Business Day and (B) the sum of the
numerators used to calculate the Invested Percentage for all Outstanding Series
on the Business Day for which such percentage is determined and (ii) during the
Series 1999-1 Amortization Period, the percentage equivalent of a fraction, the
numerator of which is the lesser of the Series 1999-1 Allocated Receivables
Amount and the Series 1999-1 Target Receivables Amount, as of the end of the
last Business Day of the Series 1999-1 Revolving Period (provided that if during
the Series 1999-1 Amortization Period, the Amortization Periods of all other
Outstanding Series which were outstanding prior to the commencement of the
Series 1999-1 Amortization Period commence, then, from and after the date the
last of such Series commences its Amortization Period, the numerator shall be
the lesser of the Series 1999-1 Allocated Receivables Amount and the Series
1999-1 Target Receivables Amount on such date) and the denominator of which is
the greater of (A) the Net Eligible Receivables as of the end of the immediately
preceding Business Day and (B) the sum of the numerators used to calculate the
Invested Percentage for all Outstanding Series on the Business Day for which
such percentage is determined.

                  "Series 1999-1 Monthly Interest" shall mean, collectively, the
Class A Monthly Interest, the Class B Monthly Interest and the Class C Monthly
Interest.

                  "Series 1999-1 Monthly Principal Payment" means the aggregate
of the Class A Monthly Principal, Class B Monthly Principal and Class C Monthly
Principal distributable as provided in Section 4.5 of the Agreement as
supplemented by this Supplement (which provisions are set forth in Section 1 of
this Supplement below).

                  "Series 1999-1 Non-Principal Collection Sub-subaccount" shall
have the meaning assigned in subsection (e) of Section 4.2 of the Agreement as
supplemented by this Supplement (which provisions are set forth in Section 1 of
this Supplement below).

                  "Series 1999-1 Principal Collection Sub-subaccount" shall have
the meaning assigned in subsection (e) of Section 4.2 of the Agreement as
supplemented by this Supplement (which provisions are set forth in Section 1 of
this Supplement below).

                  "Series 1999-1 Regulation S Certificate" shall mean the
Certificate representing a Class A Certificate, a Class B Certificate or a Class
C Certificate sold outside of the United States in reliance on Regulation S
issued in exchange for a Series 1999-1 Temporary Regulation S Certificate after
the expiration of the "40-day restricted period" (within the meaning of Rule
903(c)(3) of Regulation S) in substantially the form set forth in Exhibit C-1,
Exhibit C-2 or Exhibit C-3 attached to the Series 1999-1 Supplement.

                  "Series 1999-1 Required Transferor Amount" shall mean:

                  (a) on any date of determination during the Series 1999-1
Revolving Period, an amount equal to the sum of:

                           (i) an amount equal to the greater of: (A) the
                  difference between (I) the product of (x) the Class A Adjusted
                  Invested Amount on such day and (y) a fraction, the numerator
                  of which is the Class A Applicable Reserve Ratio and the
                  denominator of which is one minus the Class A Applicable
                  Reserve Ratio and (II) the sum of the Class B Adjusted
                  Invested Amount and the Class C Adjusted


                                       9








<PAGE>



                  Invested Amount; (B) the difference between (I) the product of
                  (x) the sum of the Class A Adjusted Invested Amount and the
                  Class B Adjusted Invested Amount on such day and (y) a
                  fraction, the numerator of which is the Class B Applicable
                  Reserve Ratio and the denominator of which is one minus the
                  Class B Applicable Reserve Ratio and (II) the Class C Adjusted
                  Invested Amount; and (C) the product of (I) the Series 1999-1
                  Adjusted Invested Amount and (II) a fraction, the numerator of
                  which is the Class C Applicable Reserve Ratio and the
                  denominator of which is one minus the Class C Applicable
                  Reserve Ratio; provided that whichever method of calculation
                  pursuant to clauses (A), (B) or (C) results in the greatest
                  amount on any Determination Date shall continue to be used as
                  the method for the calculations to be made under this
                  paragraph (i) on each day from and after such Determination
                  Date until (but not including) the immediately succeeding
                  Determination Date;

                           (ii) the product of (A) the Series 1999-1 Invested
                  Amount on such day and (B) a fraction, the numerator of which
                  is the Carrying Cost Reserve Ratio and the denominator of
                  which is one minus the Class A Applicable Reserve Ratio; and

                           (iii) the product of (A) the Unpaid Balances of
                  Receivables in the Trust on such day, (B) a fraction, the
                  numerator of which is the Series 1999-1 Invested Amount and
                  the denominator of which is the Aggregate Invested Amount on
                  such day and (C) a fraction, the numerator of which is the
                  Servicing Reserve Ratio and the denominator of which is one
                  minus the Class A Applicable Reserve Ratio; and

                  (b) on any date of determination during the Series 1999-1
Amortization Period, an amount equal to the Series 1999-1 Required Transferor
Amount on the last Business Day of the Series 1999-1 Revolving Period.

                  "Series 1999-1 Revolving Period" shall mean the period
commencing on the Issuance Date and terminating on the earliest to occur of the
close of business on (i) the date on which an Event of Termination is declared
to commence or automatically commences, and (ii) the Series 1999-1 Amortization
Period Commencement Date.

                  "Series 1999-1 Servicing Fee" shall mean the portion of the
Servicing Fee allocable to the Holders of the Series 1999-1 Certificates
pursuant to Section 3.2 of the Agreement.

                  "Series 1999-1 Target Receivables Amount" shall mean, on any
date of determination, the sum of (i) the Series 1999-1 Adjusted Invested Amount
on such day and (ii) the Series 1999-1 Required Transferor Amount on such day.

                  "Series 1999-1 Temporary Regulation S Certificate" shall mean
the temporary Certificate initially representing the Class A Certificates, the
Class B Certificates or the Class C Certificates sold outside the United States
in reliance on Regulation S in substantially the form set forth in Exhibit B-1,
Exhibit B-2 or Exhibit B-3 attached to the Series 1999-1 Supplement.

                  "Series 1999-1 U.S. Certificate" shall mean the Certificate
representing the Series 1999-1 Class A Certificates, Series 1999-1 Class B
Certificates and Series 1999-1 Class C




                                       10








<PAGE>



Certificates sold within the United States in substantially the form set forth
in Exhibit A-1, Exhibit A-2 or Exhibit A-3 attached to the Series 1999-1
Supplement.

                  "Series 1999-2" shall mean the Investor Certificates in the
form of Variable Funding Certificates, designated Series 1999-2, the Principal
Terms of which are set forth in the Series 1999-2 Supplement.

                  "Series 1999-2 Principal Collection Sub-subaccount" shall mean
the Series Principal Collection Sub-subaccount established by the Trustee for
the benefit of the holders of the Series 1999-2 Certificates pursuant to the
Series 1999-2 Supplement.

                  "Series 1999-2 Supplement" shall mean the Series 1999-2
Supplement, among the Transferor, the Servicer, Banc One Capital Markets, Inc.
as Agent, the initial purchaser named therein, and the Trustee, relating to the
issuance of Variable Funding Certificates in the form agreed to by the parties
thereto, as amended, supplemented or otherwise modified from time to time.

                  "Servicing Fee Percentage" is defined in Annex X to the
Agreement.

                  "Servicing Reserve Ratio" is defined in Annex X to the
Agreement.

                  "Special Payment Date" shall mean each Payment Date during any
Early Amortization Period.

                  "Trust Accounts" shall have the meaning assigned in subsection
(e) of Section 4.2 of the Agreement as supplemented by this Supplement (which
provisions are set forth in Section 1 of this Supplement below).

                  (c) The words "hereof," "herein" and "hereunder" and words of
similar import when used in this Supplement shall refer to this Series
Supplement or the Agreement as a whole and not to any particular provision of
this Supplement or the Agreement, as the case may be.

                  (d) Any reference herein to a Schedule or Exhibit to this
Supplement shall be deemed to be a reference to such Schedule or Exhibit as it
may be amended, modified or supplemented from time to time.

                  (e) Any reference in this Supplement to any representation,
warranty or covenant "deemed" to have been made is intended to encompass only
representations, warranties or covenants that are expressly stated to be
repeated on or as of dates following the execution and delivery of this
Supplement, and no such reference shall be interpreted as a reference to any
implicit, inferred, tacit or otherwise unexpressed representation, warranty or
covenant.

                  (f) The words "include", "includes" or "including" shall be
interpreted as if followed, in each case, by the phrase "without limitation".

SECTION 2.        Agreement Modifications.

                                       11








<PAGE>



                  The following terms of the Agreement are hereby supplemented
with respect to the Series 1999-1 Certificates issued pursuant to this
Supplement as follows:

         Section 3.3 of the Agreement is supplemented by adding the following
subsection (t) thereto applicable solely to Series 1999-1:

                  (t) Confidentiality. Each Series 1999-1 Certificateholder
shall be deemed to have agreed, by acceptance of such Investor Certificate, to
hold in confidence all non-public information regarding the Receivables, the
related Contracts, the Trust Assets, the Transferor, Stone Container, the
Servicer, any obligors and any Affiliate of the Transferor, Stone Container or
the Servicer (collectively, the "Stone Information") or provided by or on behalf
of the Trustee or another Certificateholder to such Certificateholder; provided
that nothing herein shall prevent any Series 1999-1 Certificateholder from
delivering copies of any financial statements and other documents whether or not
constituting confidential information, and disclosing other information, whether
or not confidential information, to (i) any of its directors, officers,
employees, agents and professional consultants to the extent necessary to
evaluate the Trust Assets or the Receivables in connection with such Series
1999-1 Certificateholder's investment hereunder, (ii) any other Series 1999-1
Certificateholder, (iii) any prospective transferee in connection with the
contemplated transfer of an Investor Certificate or any part thereof or
participation therein, (iv) any Governmental Authority only to the extent
required by such Governmental Authority, (v) each of the Rating Agencies in
connection with its rating on the Series 1999-1 Certificates, (vi) in response
to any subpoena or other legal process, (vii) in connection with any litigation
to which Stone Container, the Transferor, the Servicer or any Subsidiary is a
party or (viii) any other Person if such information does not name Stone
Container or any Subsidiary as the subject of such information or indicate that
such information relates to Stone Container or any Subsidiary.

                  In the event that any Series 1999-1 Certificateholder or any
of its directors, officers, employees, agents or professional consultants is
requested or becomes legally compelled (by interrogatories, requests for
information or documents, subpoena, civil or criminal investigative demand or
similar process) to disclose any of the Stone Information, such Series 1999-1
Certificateholder shall (or shall cause its directors, officers, employees,
agents and professional consultants to):

                  (i) provide Stone Container with prompt written notice so that
(A) Stone Container may seek a protective order or other appropriate remedy, or
(B) Stone Container may, if it so chooses, agree that such Series 1999-1
Certificateholder (or its directors, officers, employees, agents and
professional consultants) may disclose such Stone Information pursuant to such
request or legal compulsion;

                  (ii) unless Stone Container agrees that such Stone Information
may be disclosed, make (or permit Stone Container to make on its behalf and with
its consent) a timely objection to the request or compulsion to provide such
Stone Information on the basis that such Stone Information is confidential and
subject to the agreements contained in this Section 3.3(t);

                  (iii) take (or permit Stone Container to take on its behalf
and with its consent) any action as Stone Container may reasonably request to
seek a protective order or other



                                       12








<PAGE>



appropriate remedy; provided that, in connection therewith, such Series 1999-1
Certificateholder shall have first received such assurances as it may reasonably
request that Stone Container shall reimburse its reasonable costs and expenses
(including attorneys' fees and expenses) or provide such other assistance as it
may reasonably require; and

                  (iv) in the event that such protective order or other remedy
is not obtained, or Stone Container agrees that such Stone Information may be
disclosed, furnish only that portion of the Stone Information which is required
to be furnished pursuant to such process or processes described above, and,
provided such Series 1999-1 Certificateholder is reimbursed or assisted as
referred to in clause (iii) above, exercise its best efforts to obtain reliable
assurance that confidential treatment will be accorded the Stone Information.

         Notwithstanding the foregoing, to the extent that applicable law
prohibits disclosure to Stone Container of the existence of any information
described above, or the taking of any action contemplated above, the Series
1999-1 Certificateholders shall be under no obligation to disclose such
information or take such action.

         This Section 3.3(t) shall survive termination of this Agreement.

        Section 4.2 of the Agreement is supplemented by adding the following
subsections (e) and (f) applicable solely to Series 1999-1:

                  (e) The Trustee shall cause to be established and maintained
in the name of the Trustee, on behalf of the Trust, (i) for the benefit of the
Class A Certificateholders, (ii) for the benefit, subject to the prior and
senior interest of the Class A Certificateholders, of the Class B
Certificateholders, (iii) for the benefit, subject to the prior and senior
interests of the Class A Certificateholders and the Class B Certificateholders,
of the Class C Certificateholders and (iv) in the case of clauses (A) and (B)
below, for the benefit, subject to the prior and senior interests of the Series
1999-1 Certificateholders, of the Holder of the Transferor Certificate, (A) a
subaccount of the Collection Account (the "Series 1999-1 Collection
Subaccount"), which subaccount is the Series Collection Subaccount with respect
to Series 1999-1; and (B) two subaccounts of the Series 1999-1 Collection
Subaccount: (1) the Series 1999-1 Principal Collection Sub-subaccount and (2)
the Series 1999-1 Non-Principal Collection Sub-subaccount (respectively, the
"Series 1999-1 Principal Collection Sub-subaccount" and the "Series 1999-1
Non-Principal Collection Sub-subaccount"; all accounts established pursuant to
this subsection (e), collectively, the "Trust Accounts"), each Trust Account to
bear a designation indicating that the funds deposited therein are held for the
benefit of the Persons (and, for each such Person, to the extent) set forth in
clauses (i), (ii), (iii) and (iv) above. The Trustee, on behalf of the Holders,
shall possess all right, title and interest in all funds from time to time on
deposit in, and all Permitted Investments credited to, the Trust Accounts and in
all proceeds thereof. The Trust Accounts shall be under the sole dominion and
control of the Trustee for the exclusive benefit of the Persons (and, for each
such Person to the extent) set forth in clauses (i), (ii), (iii) and (iv) above.
In any case where the Transferor (including through the Servicer) has not
provided applicable written direction as to Permitted Investments to the
Trustee, the Trustee shall invest in money market funds that constitute
Permitted Investments.

                                       13








<PAGE>



                  (f) All Permitted Investments in the Trust Accounts shall be
held by the Trustee, on behalf of the Holders, for the benefit of the Persons
(and, for each such Person, to the extent) set forth in clauses (i), (ii), (iii)
and (iv) of subsection (e) above. Funds on deposit in a Trust Account that is a
Sub-subaccount of the Collection Account shall, at the direction of the
Transferor (including through the Servicer), be invested together with funds
held in other Sub-subaccounts of the Collection Account. After giving effect to
any distribution to the Transferor pursuant to Section 4.3 of the Agreement as
supplemented in this Supplement below, amounts on deposit and available for
investment in the Series 1999-1 Principal Collection Sub-subaccount shall be
invested by the Trustee, at the written direction of the Transferor (including
through the Servicer), in Permitted Investments that mature, or that are payable
or redeemable upon demand of the holder thereof, (i) in the case of any such
investment made during the Series 1999-1 Revolving Period, on or prior to the
next Business Day and (ii) in the case of any such investment made during the
Series 1999-1 Amortization Period, on or prior to the Business Day immediately
preceding the next Payment Date. Amounts on deposit and available for investment
in the Series 1999-1 Non-Principal Collection Sub-subaccount shall be invested
by the Trustee at the written direction of the Transferor (including through the
Servicer) in Permitted Investments that mature, or that are payable or
redeemable upon demand of the holder thereof, on or prior to the Business Day
immediately preceding the subsequent Payment Date. As of the Business Day
immediately preceding the Determination Date, all interest and other investment
earnings (net of losses and investment expenses) on funds deposited in the
Series 1999-1 Principal Collection Sub-subaccount shall be deposited in the
Series 1999-1 Non-Principal Collection Sub-subaccount.

         Section 4.3 of the Agreement is supplemented by adding the following
subsections applicable solely to Series 1999-1:

                  (c)      Daily Series 1999-1 Allocations.

                  (i) On each Business Day, Series 1999-1 Collections allocated
to Series 1999-1 pursuant to the requirements of Section 4.3(a) and (b) of the
Agreement shall be further allocated and distributed as set forth below by the
Trustee based solely on the information provided it by the Servicer in the Daily
Report (upon which the Trustee may conclusively rely).

                           (ii)(A) On each Business Day (including Payment
         Dates), an amount of Series 1999-1 Collections for such Business Day up
         to the amount necessary to cause the Required Amount for such day to be
         on deposit therein, shall be transferred by the Trustee from the Series
         1999-1 Collection Subaccount to the Series 1999-1 Non-Principal
         Collection Sub-subaccount; and

                           (B) on each Business Day (including Payment Dates),
         following the transfers pursuant to clause (A) above, any remaining
         funds on deposit in the Series 1999-1 Collection Subaccount shall be
         transferred by the Trustee to the Series 1999-1 Principal Collection
         Sub-subaccount.

                           (iii)(A) On each Business Day during the Series
         1999-1 Revolving Period (including Payment Dates), after giving effect
         to all allocations of aggregate daily Collections referred to in
         subparagraphs (ii)(A) and (ii)(B) above on such Business Day,



                                       14








<PAGE>



         amounts on deposit in the Series 1999-1 Principal Collection
         Sub-subaccount shall be distributed or transferred by the Trustee,
         based solely on the information provided to the Trustee by the Servicer
         in the Daily Report (upon which the Trustee may conclusively rely), (1)
         first, to the Excess Funding Account, to the extent of the Excess
         Funding Account Deposit Amount, if any, (2) second, to pay Excess
         Program Costs, and (3) third, (i) to the Transferor as the holder of
         the Transferor Interest in accordance with the directions contained in
         the Daily Report (which may be for the purpose of funding additional
         purchases of Receivables, if available from Originator), (ii) at the
         election of the Transferor as the holder of the Transferor Interest, by
         written notice to the Servicer and the Trustee, to such accounts or to
         such Persons as the Transferor may direct in writing (which directions
         may consist of standing instructions provided by the Transferor that
         shall remain in effect until changed by the Transferor in writing) or
         (iii) at the election of the Transferor as the holder of the Transferor
         Interest, by written notice to the Servicer and the Trustee, to the
         Series 1999-2 Principal Collection Sub-subaccount. Amounts distributed
         to the Transferor hereunder shall be deemed to be paid first from
         Collections received directly by the Servicer (if any) and second from
         Collections received in the Lock-Boxes.

                           (B) During the Series 1999-1 Amortization Period,
         amounts on deposit in the Series 1999-1 Principal Collection
         Sub-subaccount on each Payment Date shall be distributed on such
         Payment Date in accordance with Section 4.5 of the Agreement as
         supplemented by the provisions of this Supplement below.

         Section 4.4 of the Agreement is supplemented by adding the following
subsections applicable solely to Series 1999-1:

         Section 4.4 Determination of Interest With Respect to the Series 1999-1
Certificates.

                  (a) The amount of interest distributable with respect to the
Series 1999-1 Certificates on each Payment Date for the Accrual Period then
ending shall be determined by the Servicer as follows:

                           (i) for the Class A Certificates, an amount (the
                  "Class A Monthly Interest") equal to the product of (A) the
                  Class A Certificate Rate for such Accrual Period; (B) the
                  Class A Invested Amount on the first day of such Accrual
                  Period (after giving effect to any distributions of principal
                  on such date); and (C) the actual number of days in such
                  Accrual Period divided by 360;

                           (ii) for the Class B Certificates, an amount (the
                  "Class B Monthly Interest") equal to the product of (A) the
                  Class B Certificate Rate for such Accrual Period; (B) the
                  Class B Invested Amount on the first day of such Accrual
                  Period (after giving effect to any distributions of principal
                  on such date); and (C) the actual number of days in such
                  Accrual Period divided by 360;

                           (iii) for the Class C Certificates, an amount (the
                  "Class C Monthly Interest") equal to the product of (A) the
                  Class C Certificate Rate for such Accrual Period; (B) the
                  Class C Invested Amount on the first day of such Accrual
                  Period



                                       15








<PAGE>



                  (after giving effect to any distributions of principal on such
                  date); and (C) the actual number of days in such Accrual
                  Period divided by 360.

                  (b) Commencing on the second Business Day prior to the Initial
Closing Date and thereafter on each LIBOR Determination Date until the principal
amount of the Certificates has been paid, in full, the Trustee will establish
LIBOR as the rate obtained from the one-month rate described on the Dow Jones
Telerate System, page 3750, as of 11:00 a.m. London time on the LIBOR
Determination Date; provided, however, in the event such rate shall not be
provided, "LIBOR" shall mean the one-month rate provided on the Reuters Screen
LIBOR Page (or, in the event such rate shall not be provided, the arithmetic
average (rounded upwards to the nearest 1/16th of 1%) of the rates at which
deposits in United States dollars are offered to four reference banks (each, a
"Reference Bank") selected by the Trustee at approximately 11:00 a.m. (London
time)).

         If on any LIBOR Determination Date only one or none of the Reference
Banks provides such offered quotations, LIBOR for the next interest accrual
period shall be the rate per annum which the Trustee determines to be either (i)
the arithmetic mean (rounded upwards if necessary to the nearest whole multiple
of 1/32%) of the one-month United States dollar lending rates that New York City
banks selected by the Trustee are quoting, on the relevant LIBOR Determination
Date, to the principal London offices of at least two of the Reference Banks to
which such quotations are, in the opinion of the Trustee, being so made, or (ii)
in the event that the Trustee, being so made, or (ii) in the event that the
Trustee can determine no such arithmetic mean, the lowest one-month United
States dollar lending rate which New York City banks selected by the Trustee are
quoting on such LIBOR Determination Date to leading European banks.

         If, on any LIBOR Determination Date, the Trustee is required but is
unable to determine LIBOR in the manner provided in this paragraph (c), LIBOR
shall be LIBOR as determined on the previous LIBOR Determination Date.

         The establishment of LIBOR on each LIBOR Determination Date by the
Trustee and the Trustee's calculation of the rate of interest applicable to the
Certificates will (in the absence of manifest error) be final and binding.

         Section 4.5 of the Agreement is supplemented by adding the following
subsections applicable solely to Series 1999-1:

         Section 4.5. Determination of Principal to be Distributed with respect
to the Series 1999-1 Certificates. The amount of principal distributable with
respect to the Series 1999-1 Certificates shall be determined by the Servicer
and set forth on the Settlement Statement.

                  (a) The amount of monthly principal (the "Class A Monthly
Principal") distributable from the Series 1999-1 Principal Collection
Sub-subaccount with respect to the Class A Certificates on each Payment Date
beginning with the earlier to occur of (x) the first Special Payment Date of the
Class A Certificates and (y) the first Payment Date to occur with respect to the
Series 1999-1 Amortization Period, shall be equal to the amount on deposit in
such account in the immediately preceding Determination Date; provided, however,
that with respect to any Payment Date, the aggregate Class A Monthly Principal
paid and payable to the Class A



                                       16








<PAGE>



Certificateholders may not exceed the Class A Invested Amount, and provided
further, distributions of such principal shall be in accordance with Section
4.6(b) of the Agreement as supplemented by this Supplement below.

                  (b) The amount of monthly principal (the "Class B Monthly
Principal") distributable from the Series 1999-1 Principal Collection
Sub-subaccount with respect to the Class B Certificates on each Payment Date
beginning with the Payment Date on which the Class A Certificates are paid in
full, shall be equal to the amount on deposit in such account on the immediately
preceding Determination Date (net of any amounts therein to be applied on such
Payment Date to Class A Invested Amount); provided, however, that with respect
to any Payment Date, the aggregate Class B Monthly Principal paid and payable to
the Class B Certificateholders may not exceed the Class B Invested Amount, and
provided further, distributions of such principal shall be in accordance with
Section 4.6(b) of the Agreement as supplemented by this Supplement below.

                  (c) The amount of monthly principal (the "Class C Monthly
Principal") distributable from the Series 1999-1 Principal Collection
Sub-subaccount with respect to the Class C Certificates on each Payment Date
beginning with the Payment Date on which both the Class A Certificates and Class
B Certificates are paid in full, shall be equal to the amount on deposit in such
account on the immediately preceding Determination Date (net of any amounts
therein to be applied on such Payment Date to Class A Invested Amount or Class B
Invested Amount); provided, however, that with respect to any Payment Date, the
aggregate Class C Monthly Principal paid and payable to the Class C
Certificateholders may not exceed the Class C Invested Amount, and provided
further, distributions of such principal shall be in accordance with Section
4.6(b) of the Agreement as supplemented by this Supplement below.

                  Section 4.6 of the Agreement shall be modified by adding the
following provisions, applicable solely to Series 1999-1:

                  Section 4.6. Application and Payment On Payment Dates of Funds
on Deposit in the Trust Accounts for the Series 1999-1 Certificates.

                  (a) The Trustee shall distribute, based solely on the
information provided to the Trustee by the Servicer in the Settlement Statement
(upon which the Trustee may conclusively rely), on each Payment Date, from
amounts on deposit in the Series 1999-1 Non-Principal Collection Sub-subaccount
in the following order of priority to the extent funds are available:

                  (i) an amount equal to the Series 1999-1 Servicing Fee for the
         Accrual Period ending on such Payment Date shall be withdrawn from the
         Series 1999-1 Non-Principal Collection Sub-subaccount by the Trustee
         and paid to the Servicer (less any amount payable to the Trustee
         pursuant to Section 10.1 and 11.5 of the Agreement which shall be paid
         to the Trustee);

                  (ii) an amount equal to the Class A Monthly Interest payable
         on such Payment Date, plus the amount of any Class A Monthly Interest
         previously due but not distributed to the Class A Certificateholders on
         a prior Payment Date, to the Class A Certificateholders;

                                       17








<PAGE>



                  (iii) an amount equal to the Class B Monthly Interest payable
         on such Payment Date, plus the amount of any Class B Monthly Interest
         previously due but not distributed to the Class B Certificateholders on
         a prior Payment Date, to the Class B Certificateholders;

                  (iv) an amount equal to the Class C Monthly Interest payable
         on such Payment Date, plus the amount of any Class C Monthly Interest
         previously due but not distributed to the Class C Certificateholders on
         a prior Distribution Date, to the Class C Certificateholders; and

                  (v) an amount equal to any Program Costs due and payable shall
         be withdrawn from the Series 1999-1 Non-Principal Collection
         Sub-subaccount by the Trustee and paid to the Persons owed such
         amounts.

Any remaining amount on deposit on any Payment Date in the Series 1999-1
Non-Principal Collection Sub-subaccount (in excess of any current Required
Amount as of such day) not allocated pursuant to clauses (i) through (v) above
shall be paid to the holder of Transferor Interest; provided, however, that
during the Series 1999-1 Amortization Period, such remaining amounts shall
instead be deposited in the Series 1999-1 Principal Collection Sub-subaccount
for distribution in accordance with subsection (b) of this Section below.

                  (b) During the Series 1999-1 Amortization Period and any Early
Amortization Period, the Trustee shall apply, based solely on the information
provided to the Trustee by the Servicer in the Settlement Statement (upon which
the Trustee may conclusively rely), on each Payment Date, amounts on deposit in
the Series 1999-1 Principal Collection Sub-subaccount in the following order of
priority:

                  (i) if any amounts are owed to the Trustee or any other
         Person, on account of expenses incurred in connection with the transfer
         of servicing to the Trustee or such Person, an amount not to exceed
         $100,000 in total.

                  (ii) following the repayment in full of all amounts set forth
         in clause (i) above, an amount equal to the Series 1999-1 Monthly
         Principal Payment for such Payment Date (rounded down to the nearest
         $1,000,000 unless such payment is less than $1,000,000) shall be
         distributed from the Series 1999-1 Principal Collection Sub-subaccount:

                           (A) first, pro rata to the Class A Certificateholders
                  until repayment in full of the Class A Invested Amount;

                           (B) second, pro rata to the Class B
                  Certificateholders until repayment in full of the Class B
                  Invested Amount; and

                           (C) third, pro rata to the Class C Certificateholders
                  until repayment in full of the Class C Invested Amount;

                  (iii) if, following the repayment in full of all amounts set
         forth in clauses (i) and (ii) above, any amounts are owed to the
         Trustee or any other Person, on account of its fees, expenses and
         disbursements incurred in respect of the performance of its


                                       18








<PAGE>



         responsibilities hereunder (other than pursuant to clause (i) above),
         such amounts shall be transferred from the Series 1999-1 Principal
         Collection Sub-subaccount and paid to the Trustee or such other Person;
         and

                  (iv) following the repayment in full of all amounts set forth
         in clauses (i) through (iii) above, the remaining amount on deposit in
         the Series 1999-1 Principal Collection Sub-subaccount on such Payment
         Date, if any, shall be distributed to the holder of the Transferor
         Certificate.

         Section 6.8 of the Agreement is supplemented by adding the following
subsection (f) thereto applicable solely to Series 1999-1:

                           (f) In addition to the other requirements of this
                  Section 6.8, the Trustee will not authenticate any Class A,
                  Class B or Class C Certificates to be issued hereunder unless
                  each of the following conditions have been satisfied or waived
                  at the direction of all of the initial purchasers of the Class
                  A, Class B and Class C Certificates:

                  (i) The Trustee shall have received written notification from
         S&P and Moody's that (i) the Class A Certificates, the Class B
         Certificates and the Class C Certificates, shall each be rated "AAA"
         and "Aaa", "A" and "A2" and "BBB" and "Baa2" respectively;

                  (ii) The Servicer as agent of the Trustee shall have received,
         and shall be holding in trust pursuant to the Agreement, the Trust
         Assets and all documents, instruments and other assets required by the
         Agreement to be delivered to the Trustee with respect thereto as of the
         Closing Date;

                  (iii) The Initial Purchasers shall have received a comfort
         letter of Ernst & Young with respect to Eligible Receivables sold to
         the Trust;

                  (iv) The Trustee shall have received an Opinion of Counsel
         stating that upon the filing of certain financing statements the
         Trustee will have a first priority perfected security interest in the
         Trust Assets;

                  (v) The Trustee shall have received certified copies of the
         certificate of incorporation and by-laws of the Transferor and the
         Servicer, and of all documents evidencing corporate action taken by the
         Servicer and the Transferor approving the execution and delivery of the
         Transaction Documents to which they are parties contemplated thereby;

                  (vi) The Trustee shall have received signature and incumbency
         certificates executed by the authorized officers of the Servicer and
         the Transferor certifying the identities and signatures of those
         officers who executed the Transaction Documents to which they are
         parties; and

                  (vii) As evidenced by a certificate of the Transferor, the
         Transferor shall have paid or shall have made arrangements for payment
         of all taxes, fees and governmental

                                       19








<PAGE>




         charges, if any, due in connection with the execution and delivery of
         this Supplement and the Agreement, the issuance and sale of the
         Certificates and the assignment and pledge of the Trust Assets to the
         Trustee under the Agreement.

         Section 6.9 of the Agreement is supplemented by adding the following
         subsections:

         Section 6.9 Restrictions on Transfer.

                  (a) After the Issuance Date of the Series 1999-1 Certificates,
         the Series 1999-1 Certificates may not be transferred unless (i) the
         registration requirements of the Securities Act and any applicable
         state securities or "blue sky" laws are complied with, (ii) such
         transfer is made to a Person (A) that the transferor reasonably
         believes after due inquiry is a Qualified Institutional Buyer that is
         acting for its own account (and not for the account of others) or as a
         fiduciary or an agent for others (which others are Qualified
         Institutional Buyers) to whom notice is given that the transfer is
         being made in reliance on Rule 144A under the Securities Act or (B) in
         an offshore transaction in accordance with Rule 904 under the
         Securities Act, or (iii) such transfer is made pursuant to an exemption
         from the registration requirements under the Securities Act (other than
         in reliance on Rule 144A or Rule 904 under the Securities Act) and
         applicable state securities or "blue sky" laws.

                  The Trustee shall have no obligations or duties with respect
to determining whether any transfers of the Series 1999-1 Certificates are made
in accordance with the Securities Act or any other Requirements of Law; provided
that with respect to Definitive Certificates, the Trustee shall enforce such
transfer restrictions in accordance with the terms set forth on the related
Series 1999-1 Certificate and the provisions of the Agreement and this
Supplement.

                  (b) Series 1999-1 U.S. Certificate to Series 1999-1 Temporary
Regulation S Certificate. Prior to the expiration of the "40-day restricted
period" (within the meaning of Rule 903(c)(3) of Regulation S), if a Certificate
Book-Entry Holder of a Series 1999-1 U.S. Certificate deposited with the
Clearing Agency wishes at any time to exchange its interest in such Series
1999-1 U.S. Certificate for an interest in a Series 1999-1 Temporary Regulation
S Certificate, or to transfer its interest in such Series 1999-1 U.S.
Certificate to a Person who wishes to take delivery thereof in the form of an
interest in such Series 1999-1 Temporary Regulation S Certificate, such
Certificate Book-Entry Holder may, subject to the rules and procedures of the
Clearing Agency and to the requirements set forth in the following sentence,
exchange or cause the exchange or transfer or cause the transfer of such
interest for an equivalent interest in such Series 1999-1 Temporary Regulation S
Certificate. Upon receipt by the Trustee, as transfer agent, at the Corporate
Trust Office of (1) instructions given in accordance with the Clearing Agency's
procedures from an agent member directing the Trustee to credit or cause to be
credited such Series 1999-1 Temporary Regulation S Certificate in an amount
equal to the interest in the Series 1999-1 U.S. Certificate to be exchanged or
transferred, (2) a written order given in accordance with the Clearing Agency's
procedures containing information regarding the Euroclear or Cedel account to be
credited with such increase and the name of such account, and (3) a certificate
substantially in the form of Exhibit D given by the transferor (upon which the
Trustee may conclusively rely), the Trustee, as transfer agent, shall instruct
the Clearing Agency,



                                       20








<PAGE>



its nominee, or the custodian for the Clearing Agency, as the case may be, to
reduce or reflect on its records a reduction of such Series 1999-1 U.S.
Certificate by the aggregate principal of the interest in such Series 1999-1
U.S. Certificate to be so exchanged or transferred and the Trustee, as transfer
agent, shall instruct the Clearing Agency, its nominee, or the custodian for the
Clearing Agency, as the case may be, concurrently with such reduction, to
increase or reflect on its records an increase of the principal amount of such
Series 1999-1 Temporary Regulation S Certificate by the aggregate principal
amount of the interest in such Series 1999-1 U.S. Certificate to be so exchanged
or transferred, and to credit or cause to be credited to the account of the
Person specified in such instructions (who shall be the agent member of
Euroclear or Cedel, or both, as the case may be) an interest in such Series
1999-1 Temporary Regulation S Certificate equal to the reduction in the
principal amount of such Series 1999-1 U.S. Certificate.

                  (c) Series 1999-1 U.S. Certificate to Series 1999-1 Regulation
S Certificate. After the expiration of the "40-day restricted period" (within
the meaning of Rule 903(c)(3) of Regulation S), if a Certificate Book-Entry
Holder of a Series 1999-1 U.S. Certificate deposited with the Clearing Agency
wishes at any time to exchange its interest in such Series 1999-1 U.S.
Certificate for an interest in a Series 1999-1 Regulation S Certificate, or to
transfer its interest in such Series 1999-1 Regulation S Certificate to a Person
who wishes to take delivery thereof in the form of an interest in such Series
1999-1 Regulation S Certificate, such Certificate Book-Entry Holder may, subject
to the rules and procedures of the Clearing Agency and to the requirements set
forth in the following sentence, exchange or cause the exchange or transfer or
cause the transfer of such interest for an equivalent interest in such Series
1999-1 Regulation S Certificate. Upon receipt by the Trustee, as transfer agent,
at the Corporate Trust Office of (1) instructions given in accordance with the
Clearing Agency's procedures from an agent member directing the Trustee to
credit or cause to be credited such Series 1999-1 Regulation S Certificate in an
amount equal to the interest in the Series 1999-1 U.S. Certificate to be
exchanged or transferred, (2) a written order given in accordance with the
Clearing Agency's procedures containing information regarding the participant
account of the Clearing Agency and such order to contain information regarding
the agent member's account with the Clearing Agency or Euroclear or Cedel to be
credited with such increase and (3) a certificate substantially in the form of
Exhibit E given by the transferor (upon which the Trustee may conclusively
rely), the Trustee, as transfer agent, shall instruct the Clearing Agency, its
nominee, or the custodian for the Clearing Agency, as the case may be, to reduce
or reflect on its records a reduction of such Series 1999-1 U.S. Certificate by
the aggregate principal amount of the interest in such Series 1999-1 U.S.
Certificate to be so exchanged or transferred and the Trustee, as transfer
agent, shall instruct the Clearing Agency, its nominee, or the custodian for the
Clearing Agency, as the case may be, concurrently with such reduction, to
increase or reflect on its records an increase of the principal amount of such
Series 1999-1 Regulation S Certificate by the aggregate principal amount of the
interest in such Series 1999-1 U.S. Certificate to be so exchanged or
transferred, and to credit or cause to be credited to the account of the Person
specified in such instructions an interest in such Series 1999-1 Regulation S
Certificate equal to the reduction in the principal amount of such Series 1999-1
U.S. Certificate.

                  (d) Series 1999-1 Regulation S Certificate to Series 1999-1
U.S. Certificate. If a Certificate Book-Entry Holder of a Series 1999-1
Regulation S Certificate that is deposited with the Clearing Agency wishes at
any time to exchange its interest for an interest in a Series 1999-1 U.S.
Certificate, or to transfer its interest in such Series 1999-1 Regulation S
Certificate




                                       21








<PAGE>



to a Person who wishes to take delivery thereof in the form of an
interest in such Series 1999-1 U.S. Certificate, such Certificate Book-Entry
Holder may, subject to the rules and procedures of Euroclear or Cedel and the
Clearing Agency, as the case may be, and to the requirements set forth in the
following sentence, exchange or cause the exchange or transfer or cause the
transfer of such interest for an equivalent interest in such Series 1999-1 U.S.
Certificate. Upon receipt by the Trustee, as transfer agent, at the Corporate
Trust Office of (1) instructions from Euroclear or Cedel or the Clearing Agency,
as the case may be, directing the Trustee, as transfer agent, to credit or cause
to be credited such Series 1999-1 U.S. Certificate in an amount equal to the
interest in the Series 1999-1 Regulation S Certificate to be exchanged or
transferred, such instructions to contain information regarding the agent
member's account with the Clearing Agency to be credited with such increase, and
(2) a certificate substantially in the form of Exhibit F given by the transferor
(upon which the Trustee may conclusively rely), the Trustee, as transfer agent,
shall instruct the Clearing Agency, its nominee, or the custodian for the
Clearing Agency, as the case may be, to reduce or reflect on its records a
reduction of such Series 1999-1 Regulation S Certificate by the aggregate
principal amount of the interest in such Regulation S Certification to be
exchanged or transferred, and the Trustee, as transfer agent, shall instruct the
Clearing Agency, its nominee, or the custodian for the Clearing Agency, as the
case may be, concurrently with such reduction, to increase or reflect on its
records an increase of the principal amount of such Series 1999-1 U.S.
Certificate by the aggregate principal amount of the interest in such Regulation
Certificate to be so exchanged or transferred, and to credit or cause to be
credited to the account of the Person specified in such instructions an interest
in such Series 1999-1 U.S. Certificate equal to the reduction in the principal
amount of such Series 1999-1 Regulation S Certificate.

                  (e) Series 1999-1 Temporary Regulation S Certificate to Series
1999-1 Regulation S Certificate. After the expiration of the "40-day restricted
period" (within the meaning of Rule 903(c)(3) of Regulation S), interests in a
Series 1999-1 Temporary Regulation S Certificate, as to which the Trustee has
received from Euroclear or Cedel, as the case may be, a certificate
substantially in the form of Exhibit G (upon which the Trustee may conclusively
rely) to the effect that Euroclear or Cedel, as applicable, has received a
certificate substantially in the form of Exhibit H from the Certificate
Book-Entry Holder of a Series 1999-1 Temporary Regulation S Certificate, will be
exchanged on and after such "40-day restricted period" for interests in a Series
1999-1 Regulation S Certificate. The Trustee shall effect such exchange by
delivering to the Clearing Agency or its agent for credit to the respective
Certificate Book-Entry Holder accounts, a duly executed and authenticated Series
1999-1 Regulation S Certificate, representing the principal amount of interests
in such Series 1999-1 Temporary Regulation S Certificate initially exchanged for
interests in such Series 1999-1 Regulation S Certificate. The delivery to the
Trustee by Euroclear or Cedel of the certificate or certificates referred to
above may be relied upon by the Company and the Trustee as conclusive evidence
that the certificate or certificates referred to therein has or have been
delivered to Euroclear or Cedel pursuant to the terms of this Supplement and
such Series 1999-1 Temporary Regulation S Certificate. Upon any exchange of
interests in a Series 1999-1 Temporary Regulation S Certificate for interests in
a Series 1999-1 Regulation S Certificate, the Trustee shall endorse such Series
1999-1 Temporary Regulation S Certificate to reflect the reduction in the
principal amount represented thereby by the amount so exchanged and shall
endorse such Series 1999-1 Regulation S Certificate to reflect the corresponding
increase in the amount represented thereby.

                                  22









<PAGE>



                  (f) Each purchaser of the Series 1999-1 Certificates
(including, without limitation, any purchaser of an interest in the Book-Entry
Certificates) will be deemed to have represented and agreed in a letter of
representations (the "Letter of Representations") as follows:

                           (i) it is (A) a Qualified Institutional Buyer as
defined in Rule 144A(a) and is acquiring the Series 1999-1 Certificates for its
own institutional account or for the account or accounts of a Qualified
Institutional Buyer, (B) a foreign purchaser that is outside the United States
(a "foreign purchaser" shall include a dealer or other professional fiduciary in
the United States acting on a discretionary basis for foreign beneficial owners
(other than an estate or trust), or (C) purchasing Series 1999-1 Certificates
being delivered in the form of Definitive Certificates in a transaction exempt
from registration under the Securities Act and in compliance with the provisions
of the Agreement and in compliance with the legends set forth in clause (v)
below;

                           (ii) it is purchasing one or more Series 1999-1
Certificates in an amount of at least $500,000 and it understands that such Term
Certificate may be resold, pledged or otherwise transferred only in an amount of
at least $500,000;

                           (iii) (A) it is not a Series 1999-1 ERISA Entity and
(B) it is not acquiring or holding any Series 1999-1 Certificate, directly or
indirectly, for or on behalf of a Series 1999-1 ERISA Entity;

                           (iv) it understands that the Series 1999-1
Certificates are being transferred to it in a transaction not involving any
public offering within the meaning of the Securities Act, and that, if in the
future it decides to resell, pledge or otherwise transfer any Series 1999-1
Certificates, such Series 1999-1 Certificates may be resold, pledged or
transferred only (A)(1) in a transaction meeting the requirements of Rule 144A
to a person who the seller reasonably believes is a Qualified Institutional
Buyer that purchases for its own account or for the account or accounts of a
Qualified Institutional Buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A, or (2) in an offshore
transaction in accordance with Rule 904 under the Securities Act, or (B) to
purchasers of Series 1999-1 Certificates being delivered in the form of
Definitive Certificates, pursuant to a transaction otherwise exempt from
registration under the Securities Act and in compliance with the provisions of
the Agreement and in compliance with the legends set forth in clause (v) below;
and

                           (v) it understands that each Series 1999-1
Certificate will bear a legend substantially to the following effect:

                  [FOR BOOK-ENTRY CERTIFICATES ONLY: UNLESS THIS
                  SERIES 1999-1 CERTIFICATE IS PRESENTED BY AN
                  AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
                  COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE
                  COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
                  EXCHANGE OR PAYMENT, AND ANY SERIES 1999-1
                  CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
                  & CO.

                                  23









<PAGE>



                  OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
                  CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
                  BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
                  TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
                  OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
                  AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN.]

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                  AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES OR
                  BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY
                  PURCHASING THIS CERTIFICATE, AGREES THAT THIS
                  CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
                  OTHERWISE TRANSFERRED ONLY (A) IN COMPLIANCE WITH
                  THE 1933 ACT AND ANY OTHER APPLICABLE LAWS,
                  INCLUDING STATE SECURITIES OR BLUE SKY LAWS, (B) (1)
                  PURSUANT TO RULE 144A UNDER THE 1933 ACT ("RULE
                  144A") TO A PERSON THAT THE HOLDER REASONABLY
                  BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN
                  THE MEANING OF RULE 144A (a "QIB"), PURCHASING FOR
                  ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT
                  OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
                  CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER
                  TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2)
                  IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE
                  903 AND 904 OF REGULATIONS, (3) IN A TRANSACTION
                  OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS
                  OF THE ACT, AS CONFIRMED BY AN OPINION OF COUNSEL
                  ADDRESSED TO THE TRUSTEE AND THE COMPANY WHICH
                  OPINION AND COUNSEL ARE SATISFACTORY TO THE TRUSTEE
                  AND THE COMPANY, OR (4) PURSUANT TO A VALID
                  REGISTRATION STATEMENT, AND (C) IN AMOUNTS OF AT
                  LEAST $500,000.

                  THIS SERIES 1999-1 CERTIFICATE MAY NOT BE ACQUIRED
                  OR HELD BY OR ON BEHALF OF (A) AN "EMPLOYEE BENEFIT
                  PLAN" (AS DESCRIBED IN SECTION 3(3) OF THE EMPLOYEE
                  RETIREMENT INCOME SECURITY ACT OF 1974 (AS AMENDED,
                  "ERISA")), OR OTHER RETIREMENT ARRANGEMENT,


                                  24








<PAGE>



                  INDIVIDUAL RETIREMENT ACCOUNT OR KEOGH PLAN, WHETHER
                  OR NOT IT IS SUBJECT TO THE PROVISIONS OF TITLE I OF
                  ERISA, (B) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF
                  THE INTERNAL REVENUE CODE OF 1986 (AS AMENDED, THE
                  "CODE") OR (C) ANY ENTITY WHOSE UNDERLYING ASSETS
                  INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT
                  IN SUCH ENTITY OR BY THE APPLICATION OF UNITED
                  STATES DEPARTMENT OF LABOR ("DOL") REGULATION
                  2510.3-101 (EACH PLAN OR ENTITY DESCRIBED IN THE
                  PRECEDING CLAUSES (A) THROUGH (C) IS REFERRED TO
                  HEREIN AS AN "ERISA ENTITY").

                  THIS SERIES 1999-1 CERTIFICATE IS NOT GUARANTEED OR
                  INSURED BY ANY GOVERNMENTAL AGENCY OR
                  INSTRUMENTALITY OR BY ANY OTHER PERSON.

                  [FOR SERIES 1999-1 CLASS B CERTIFICATES AND SERIES
                  1999-1 CLASS C CERTIFICATES ONLY: THE [SERIES 1999-1
                  CLASS B CERTIFICATES/SERIES 1999-1 CLASS C
                  CERTIFICATES] ARE SUBORDINATED IN RIGHT OF PAYMENT
                  TO THE SERIES 1999-1 CLASS A CERTIFICATES [AND
                  SERIES 1999-1 CLASS B CERTIFICATES] AS PROVIDED IN
                  THE POOLING AGREEMENT AND THE SERIES 1999-1
                  SUPPLEMENT.]

                  (g) The Transfer Agent and Registrar shall not permit the
transfer of any Series 1999-1 Certificates unless such transfer complies with
the terms of the foregoing legends and, in the case of a transfer (i) to a
"foreign purchaser" (including a dealer or other professional fiduciary in the
United States acting on a discretionary basis for foreign beneficial owners
(other than an estate or trust)) outside the United States, the transfer and
transferee deliver any certifications and opinions of counsel requested by the
Trustee pursuant to Section 6.9 hereof, or (ii) to a person other than a
Qualified Institutional Buyer, upon delivery of an opinion of counsel,
satisfactory to the Trustee, to the effect that the transferee is taking
delivery of the Series 1999-1 Certificates in a transaction that is otherwise
exempt from the registration requirements of the Securities Act.

SECTION 3.        Initial Invested Amount of the Series 1999-1 Certificates.

                  The "Initial Invested Amount" of the Series 1999-1
Certificates shall be $200,000,000. The Initial Invested Amount of the Class A
Certificates shall be $176,000,000 (the "Class A Initial Invested Amount"). The
Initial Invested Amount of the Class B Certificates shall be $12,000,000 (the
"Class B Initial Invested Amount"). The Initial Invested Amount of the Class C
Certificates shall be $12,000,000 (the "Class C Initial Invested Amount").



                                       25








<PAGE>



SECTION 4.        Series 1999-1 Certificate Rates.

                  The Class A Certificate Rate shall be 0.50% per annum in
excess of LIBOR. The Class B Certificate Rate shall be 0.85% per annum in excess
of LIBOR. The Class C Certificate Rate shall be 1.80% per annum in excess of
LIBOR.

SECTION 5.        Series 1999-1 Events of Termination.

                  Section 9.1 is modified (as applicable solely to Series
1999-1) by the addition of the following provisions at the end thereof:

                  The following shall constitute an additional Event of
Termination for Series 1999-1: The Series 1999-1 Allocated Receivables Amount
shall be less than the Series 1999-1 Target Receivables Amount for any period of
five (5) consecutive Business Days.

                  If the additional Event of Termination occurs but such
deficiency in the Series 1999-1 Allocated Receivables Amount is cured within
five (5) Business Days after the five (5) Business Day period, the Early
Amortization Period shall commence at the end of such additional five Business
Day period unless the Series 1999-1 Certificateholders evidencing undivided
interests aggregating 66 2/3% of the Series 1999-1 Invested Amount agree in
writing to waive such deficiency; provided, however, notwithstanding the
foregoing, an Event of Termination shall occur if declared in writing during the
five (5) Business Days after the (5) Business Days there was a deficiency by
Series 1999-1 Certificateholders evidencing undivided interests aggregating more
than 50% of the Series 1999-1 Invested Amount; provided, further, that if the
deficiency in the Series 1999-1 Allocated Receivable Amount is not cured within
the five (5) Business Days after such five (5) Business Day period, an Event of
Termination, shall automatically occur without any action taken by the Series
1999-1 Certificateholders.

SECTION 6.        Repurchase Terms.

                  Pursuant to Article XII of the Agreement, the Series 1999-1
Certificates may be repurchased by the Transferor on any Payment Date on or
after the day on which the Series 1999-1 Invested Amount is reduced to an amount
less than or equal to 10% of the sum of the Series 1999-1 Initial Invested
Amount upon the satisfaction of the conditions described in Section 12.2(a) of
the Agreement. In connection with any such repurchase, the repurchase price
shall be equal to the aggregate initial principal balance of such Certificates
minus the amount of principal payments made to such Certificates prior to such
Payment Date plus accrued and unpaid interest through the day preceding the
Payment Date on which the repurchase occurs plus any other unpaid amounts.

SECTION 7.        Delivery and Payment for the Series 1999-1 Certificates.

                  The Trustee shall deliver the Series 1999-1 Certificates to
the Transferor when authenticated upon the written direction of the Transferor.

SECTION 8.        Refinancing Option.

                                       26








<PAGE>



                  Subject to satisfaction of the conditions set forth herein,
the Transferor shall have the right to prepay in whole the Series 1999-1
Certificates, commencing May 15, 2004; provided, such prepayment may only occur
on a Payment Date.

SECTION 9.        Accrual of Interest on the Series 1999-1 Certificates.

                  Interest shall accrue on the Series 1999-1 Certificates from
the Issuance Date.

SECTION 10.       Ratification of Agreement.

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

SECTION 11.       The Trustee.

                  The Trustee shall not be responsible in any manner whatsoever
for or in respect of the validity or sufficiency of this Supplement or for or in
respect of the Preliminary Statement contained herein, all of which recitals are
made solely by the Transferor.

SECTION 12.       Instructions in Writing.

                  All instructions given by the Servicer to the Trustee pursuant
to this Supplement shall be in writing, and may be included in a Daily Report or
Settlement Statement.

SECTION 13.       Counterparts.

                  This Supplement may be executed in any number of counterparts,
which may include facsimile counterparts, each of which so executed shall be
deemed to be an original, but all of such counterparts shall together constitute
but one and the same instrument.

SECTION 14.       Governing Law.

                  THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS. FOR PURPOSES OF THE TAX CLASSIFICATION
OF THE TRUST AND THE TAX CHARACTERIZATION OF ANY CERTIFICATES ISSUED PURSUANT TO
THIS AGREEMENT, THE TRUST SHALL BE CONSTRUED AS ORGANIZED AND EXISTING UNDER THE
LAWS OF THE STATE OF ILLINOIS, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS.


                                       27








<PAGE>





                  IN WITNESS WHEREOF, the Transferor, the Servicer and the
Trustee have caused this Series 1999-1 Supplement to be duly executed by their
respective officers thereunto duly authorized as of the date first above
written.

                                     STONE RECEIVABLES CORPORATION,
                                       as Transferor

                                     By ____________________________________
                                     Name:
                                     Title:

                                     STONE CONTAINER CORPORATION,
                                        as Servicer

                                     By _____________________________________
                                     Name:
                                     Title:

                                     THE CHASE MANHATTAN BANK,
                                       as Trustee

                                     By _____________________________________
                                     Name:
                                     Title:





<PAGE>
                               Table of Contents

<TABLE>

<S>                                                           <C>
SECTION 1. DESIGNATION AND DEFINITIONS......................    1

SECTION 2. AGREEMENT MODIFICATIONS..........................   12

SECTION 3. ADDITIONAL INVESTED AMOUNTS......................   21

SECTION 4. SERIES 1999-2 CERTIFICATE RATE...................   22

SECTION 5. SERIES 1999-2 EVENTS OF TERMINATION..............   22

SECTION 6. REPURCHASE TERMS.................................   23

SECTION 7. DELIVERY AND PAYMENT FOR THE SERIES 1999-2
  CERTIFICATE...............................................   23

SECTION 8. SPECIAL RULE ON TRANSFER AND EXCHANGE............   23

SECTION 9. ACCRUAL OF INTEREST ON THE SERIES 1999-2
  CERTIFICATE...............................................   24

SECTION 10. DISTRIBUTIONS...................................   24

SECTION 11. RATIFICATION OF AGREEMENT.......................   24

SECTION 12. THE TRUSTEE.....................................   24

SECTION 13. REPRESENTATIONS AND WARRANTIES OF THE TRANSFEROR
  AND THE SERVICER..........................................   24

SECTION 14. COVENANTS OF THE TRANSFEROR.....................   24

SECTION 15. COVENANTS OF THE SERVICER.......................   25

SECTION 16. INSTRUCTIONS IN WRITING.........................   25

SECTION 17. COUNTERPARTS....................................   25

SECTION 18. GOVERNING LAW...................................   25

SECTION 19. MODIFICATIONS TO REMITTANCE PROCEDURES..........   25

SECTION 20. NOTICES.........................................   25

SECTION 21. CONSENTS AND NOTICES WITH RESPECT TO POOLING
  AGREEMENT.................................................   26

</TABLE>

                               -i-