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  TABLE OF CONTENTS



TARGET RECEIVABLES CORPORATION, 


Transferor



RETAILERS
NATIONAL BANK, 


Servicer



and 


WELLS
FARGO BANK MINNESOTA, NATIONAL ASSOCIATION 


Trustee 


on
behalf of the Series 2001-1 Certificateholders 




SERIES 2001-1 SUPPLEMENT  


Dated as of August 22, 2001 


to 


AMENDED
AND RESTATED

POOLING AND SERVICING AGREEMENT 


Dated
as of April 28, 2000 




TARGET
CREDIT CARD MASTER TRUST 


$750,000,000
Floating Rate Class A Asset Backed

Certificates, Series 2001-1 


$250,000,000
Class B Asset Backed

Certificates, Series 2001-1 








  



 

TABLE OF CONTENTS    
  



 



	 
	 	 

	 ARTICLE I    CREATION OF THE SERIES 2001-1 CERTIFICATES
	 	Section 1.1.	 	Designation
	 	Section 1.2.	 	Delivery and Payment for the Series 2001-1 Certificates
	 	Section 1.3.	 	Form of Delivery of Series 2001-1 Certificates
	

ARTICLE II    DEFINITIONS
	 	Section 2.1.	 	Definitions
	

ARTICLE III    SERVICER
	 	Section 3.1.	 	Servicing Compensation
	

ARTICLE IV    RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS
	 	Section 4.1.	 	Rights of Certificateholders
	 	Section 4.2.	 	Collections and Allocation; Payments on Transferor Certificate
	 	Section 4.3.	 	Determination of Monthly Interest for the Series 2001-1 Certificates
	 	Section 4.4.	 	Determination of Principal Amounts
	 	Section 4.5.	 	Shared Principal Collections
	 	Section 4.6.	 	Application of Funds on Deposit in the Collection Account for the Certificates
	 	Section 4.7.	 	Coverage of Required Amount for the Series 2001-1 Certificates
	 	Section 4.8.	 	Investor Charge-Offs
	 	Section 4.9.	 	Reallocated Class B Principal Collections for the Series 2001-1 Certificates
	 	Section 4.10.	 	Issuance of Additional Investor Certificates
	 	Section 4.11.	 	Establishment of the Principal Funding Account for the Certificates
	 	Section 4.12.	 	Accumulation Period
	 	Section 4.13.	 	Reserve Account
	 	Section 4.14.	 	Defeasance
	 	Section 4.15.	 	Determination of LIBOR
	

ARTICLE V    DISTRIBUTIONS AND REPORTS TO SERIES 2001-1 INVESTOR CERTIFICATEHOLDERS
	 	Section 5.1.	 	Distributions
	 	Section 5.2.	 	Reports and Statements to Series 2001-1 Certificateholders
	

ARTICLE VI    EARLY AMORTIZATION EVENTS
	 	Section 6.1.	 	Series 2001-1 Early Amortization Events
	

ARTICLE VII    OPTIONAL REPURCHASE; SERIES TERMINATION; SALE OF CLASS B CERTIFICATES
	 	Section 7.1.	 	Optional Repurchase
	 	Section 7.2.	 	Series 2001-1 Termination
	 	Section 7.3.	 	Reduction of Class B Invested Amount During the Revolving Period; Designation of Class B Certificate Terms; Sale of Class B
Certificates
	 	Section 7.4.	 	Purchase of the Class A Certificates by the Transferor
	

ARTICLE VIII    FINAL DISTRIBUTION
	 	Section 8.1.	 	Sale of Receivables or Certificateholders' Interest pursuant to Section 2.6 or 10.1 of the Agreement and Section 7.1 or 7.2 of this
Supplement
	

ARTICLE IX    MISCELLANEOUS PROVISIONS
	 	Section 9.1.	 	Delivery and Payment for the Series 2001-1 Certificates
	 	Section 9.2.	 	Form of Delivery of Series 2001-1 Certificates
	 	Section 9.3.	 	Legend on Class B Certificates




 

	 	Section 9.4.	 	Ratification of Agreement
	 	Section 9.5.	 	Counterparts
	 	Section 9.6.	 	Paired Series
	 	Section 9.7.	 	Jurisdiction; Service
	 	Section 9.8.	 	Governing Law
	 	Section 9.9.	 	Instructions in Writing
	 	Section 9.10.	 	Target VISA Automatic Addition Limitation
	

EXHIBITS
	 	

EXHIBIT A-1	
 	

FORM OF CLASS A INVESTOR CERTIFICATE
	 	EXHIBIT A-2	 	FORM OF CLASS B INVESTOR CERTIFICATE
	 	EXHIBIT B	 	FORM OF MONTHLY SERIES 2001-1 CERTIFICATEHOLDERS' STATEMENT
	 	EXHIBIT C	 	FORM OF MONTHLY SERVICER'S CERTIFICATE












  




    SERIES
2001-1 SUPPLEMENT, dated as of August 22, 2001 (this "Supplement") by and among TARGET RECEIVABLES CORPORATION, a corporation
organized and existing under the laws of the State of Minnesota, as Transferor (the "Transferor"), RETAILERS NATIONAL BANK, a national banking association organized and
existing under the laws of the United States, as Servicer ("RNB" or the "Servicer"), and WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION
(formerly known as Norwest Bank Minnesota, National Association), a national banking association organized and existing under the laws of the United States, as trustee (together with its successors in
trust thereunder as provided in the Agreement referred to below, the "Trustee") under the Amended and Restated Pooling and Servicing Agreement dated as of April 28,
2000, as amended (the "Agreement") among the Transferor, the Servicer and the Trustee. 


    Section 6.3
of the Agreement provides, among other things, that the Transferor and the Trustee may at any time and from time to time enter into a supplement to the Agreement
for the purpose of authorizing the issuance by the Transferor, for execution and redelivery to the Trustee for authentication, of one or more Series of Certificates. 



    Pursuant
to this Supplement, the Transferor and the Trustee shall create a new Series of Investor Certificates and shall specify the Principal Terms thereof. The Investor Certificates
shall not be subordinated to any other Series. 


 
 

ARTICLE I    
    
    CREATION OF THE SERIES 2001-1 CERTIFICATES    



 
 
       Section 1.1.  Designation.
  There is hereby created a Series of Investor Certificates to be issued pursuant to the Agreement and this Supplement to be known generally as the
"Series 2001-1 Certificates." The Series 2001-1 Certificates shall be issued in two Classes, which shall be designated generally as
the $750,000,000 Floating Rate Class A Asset Backed Certificates, Series 2001-1 (the "Class A Certificates") and the $250,000,000
Class B Asset Backed Certificates, Series 2001-1 (the "Class B Certificates"), subject to any increase in such principal amounts as a
result of the issuance of Additional Certificates pursuant to Section 4.10 of this Supplement. The Series 2001-1 Certificates shall be a Principal Sharing Series and shall be
included in Group I for purposes of sharing Excess Finance Charge Collections. The Series 2001-1 Certificates shall be entitled to share Excess Transferor Finance Charge Collections
and Shared Transferor Principal Collections. 


 
 

       Section 1.2.  Delivery and Payment for the Series 2001-1 Certificates.
  The Transferor shall execute and deliver the Series 2001-1 Certificates to the Trustee for authentication in accordance with Section 6.1 of the Agreement.
The Trustee shall deliver the Series 2001-1 Certificates to or upon the order of the Transferor when authenticated in accordance with Section 6.2 of the Agreement. 



 
 

      Section 1.3  Form of Delivery of Series 2001-1 Certificates.
  (a) The Class A Certificates shall be delivered as Book-Entry Certificates as provided in Sections 6.1, 6.2 and 6.10 of the Agreement and shall be
substantially in the form of Exhibit A-1 hereto. The Class B Certificates shall be delivered as Definitive Certificates as
provided in Sections 6.1, 6.2 and 6.10 of the Agreement and shall be substantially in the form of Exhibit A-2 hereto. 


    (b) The
Depositary for the Class A Certificates shall be the Depositary Trust Company, and the Class A Certificates initially shall be registered in the
name of Cede & Co., its nominee. 


 
 

ARTICLE II    
    
    DEFINITIONS    



 
 
       Section 2.1.  Definitions.
  In the event that any term or provision contained herein shall conflict with or be inconsistent with any provision contained in the Agreement, the terms and provisions of this
Supplement shall govern with respect to the Series 2001-1 Certificates. All Article, Section or subsection references herein shall mean Article, Section or subsections of this
Supplement except as 




  
otherwise provided herein. All capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. Each capitalized term defined herein shall
relate only to the Series 2001-1 Certificates and to no other Series of Certificates issued by the Trust. 


    "Accumulation
Date" shall mean the first day of the July 2003 Monthly Period. 


    "Accumulation
Period" shall mean, with respect to the Class A Certificates, the period commencing on the Accumulation Date, or such later date as
may be specified by the Servicer in accordance with Section 4.12, and continuing to and including the earliest of (x) the Early Amortization Commencement Date, (y) the end of the
June 2004 Monthly Period and (z) the date of termination of the Trust pursuant to Section 12.1 of the Agreement. 


    "Accumulation
Period Length" shall have the meaning specified in Section 4.12. 



    "Additional
Certificate Date" shall have the meaning specified in subsection 4.10(a). 


    "Additional
Certificates" shall have the meaning specified in subsection 4.10(a). 


    "Additional
Interest" shall mean, at any time of determination, the sum of Class A Additional Interest and Class B Additional Interest, if
any. 


    "Adjusted
Invested Amount" shall mean for any Business Day an amount equal to the sum of the Class A Adjusted Invested Amount plus the
Class B Invested Amount. 


    "Amortization
Period Commencement Date" shall mean the earlier of the Accumulation Date, or such later date as may be specified by the Servicer in
accordance with Section 4.12, and the Early Amortization Commencement Date. 


    "Available
Reserve Account Amount" shall mean, with respect to any Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account as
of such date (before giving effect to any deposit or withdrawals made or to be made pursuant to subsections 4.6(a)(ix) and 4.13(d) to the Reserve Account on such date) and (b) the
Required Reserve Account Amount. 


    "Available
Series 2001-1 Finance Charge Collections" shall have the meaning specified in subsection 4.6(a). 


    "Available
Shared Principal Collections" shall mean, for any Monthly Period, Shared Principal Collections available to be allocated to the Certificates
from each other Series that has a controlled or scheduled amortization or accumulation period beginning after the July 2004 Distribution Date. 


    "Base
Rate" shall mean, with respect to any Monthly Period, the sum of (i) the annualized percentage equivalent of the weighted average of the
Class A Certificate Rate and the Class B Certificate Rate, both for the related Interest Accrual Period (weighted by the Class A Invested Amount and the Class B Invested
Amount, both as of the last day of the Monthly Period, or in the case of the first Monthly Period, the Closing Date) and (ii) 2%. 


    "Business
Day" shall mean, for the purpose of determining LIBOR, any Business Day as defined in the Agreement or any day on which banking institutions in
London, England, trading in Dollar deposits in the London interbank market, are authorized or obligated by law or executive order to be closed and for all other purposes shall have the meaning
provided in the Agreement. 


    "Carryover
Class A Interest" shall mean, with respect to any Distribution Date, (a) any Class A Interest due but not paid on any
previous Distribution Date plus (b) any Class A Additional Interest. 


    "Carryover
Class B Interest" shall mean, with respect to any Distribution Date, (a) any Class B Interest due but not paid on any
previous Distribution Date plus (b) any Class B Additional Interest. 


    "Carryover
Interest" shall mean, with respect to any Distribution Date, the sum of Carryover Class A Interest and Carryover Class B
Interest. 


    "Class A
Additional Interest" shall have the meaning specified in subsection 4.3. 




  
    "Class A Adjusted Invested Amount" shall mean for any Business Day an amount equal to the Class A Invested Amount  minus the aggregate principal amount on deposit
in the Principal Funding Account on such Business Day. 



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


    "Class A
Certificateholders' Interest" shall mean, with respect to any date, the portion of the Series 2001-1
Certificateholders' Interest evidenced by the Class A Certificates. 


    "Class A
Certificate Rate" shall mean, with respect to any Interest Accrual Period, a per annum rate equal to one-month LIBOR plus
0.11%. 


    "Class A
Certificates" shall mean any of the certificates executed by the Transferor and authenticated by or on behalf of the Trustee,
substantially in the form of Exhibit A-1 hereto. 


    "Class A
Expected Final Payment Date" shall mean the July 2004 Distribution Date. 


    "Class A
Floating Allocation Percentage" shall mean, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class A Adjusted Invested Amount as of (x) during the Revolving Period or the Accumulation Period with respect to Collections of Finance Charge Receivables and at all times
with respect to Defaulted Amounts, the close of business on the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date) and
(y) during an Early Amortization Period with respect to Collections of Finance Charge Receivables, the close of business on the last day of the Monthly Period immediately preceding the
occurrence of an Early Amortization Event and the denominator of which is the greater of (a) the total amount of Principal Receivables in the Trust plus the amounts on deposit in the Special
Funding Account as of the close of business on such date and (b) when used with respect to Collections of Finance Charge Receivables, the sum of the numerators with respect to all Classes of
all Series and Participations then outstanding used to calculate the applicable allocation percentage; provided, that such calculations are subject to
adjustment upon the direction of the Transferor, in accordance with subsection 2.9(g) of the Agreement, to give effect to additions of Additional Accounts. 


    "Class A
Initial Invested Amount" shall mean the aggregate initial principal amount of the Class A Certificates, which is $750,000,000. 



    "Class A
Interest" shall mean the interest distributable in respect of the Class A Certificates as calculated in accordance with
Section 4.3. 


    "Class A
Interest Shortfall" shall have the meaning specified in Section 4.3. 


    "Class A
Invested Amount" shall mean, when used with respect to any date of determination, an amount equal to (a) the Class A Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to Class A Certificateholders prior to such date,  minus (c) the
aggregate amount of Class A Investor Charge-Offs for all prior Distribution Dates,  plus (d) the sum of the aggregate amount allocated with respect to Class A Investor Charge-Offs and
available on all prior
Distribution Dates pursuant to subsection 4.6(a)(vi) and, with respect to such subsection, pursuant to Sections 4.7 and 4.9, for the purpose of reinstating amounts reduced pursuant to the
foregoing clause (c), plus (e) the amount
of any increase in the Class A Invested Amount resulting from the issuance of Additional Certificates under Section 4.10 and minus
(f) the amount of any reduction in the Class A Invested Amount as a result of the purchase by the Transferor and subsequent cancellation of Class A Certificates pursuant to
Section 7.4. 


    "Class A
Investor Charge-Offs" shall have the meaning specified in subsection 4.8(b). 









 
    "Class A Investor Defaulted Amount" shall mean, with respect to each Distribution Date, an amount equal to the product of (a) the
Class A Floating Allocation Percentage applicable on such date and (b) the Defaulted Amount for the related Monthly Period. 


    "Class A
Percentage" shall mean, as of any date of determination, a fraction the numerator of which is the Class A Adjusted Invested Amount
and the denominator of which is the sum of the Class A Adjusted Invested Amount and the Class B Invested Amount. 


    "Class A
Principal" shall mean the principal distributable in respect of the Class A Certificates as calculated in accordance with
subsection 4.4(a). 


    "Class A
Required Amount" shall mean, with respect to each Distribution Date, the amount determined by the Servicer equal to the excess, if any, of
(x) the sum of (i) Class A Interest for the related Monthly Period, (ii) any Carryover Class A Interest previously due but not paid to the Class A
Certificateholders on a prior Distribution Date, (iii) the Class A Servicing Fee for the related Monthly Period, (iv) the Class A Investor Defaulted Amount for the related
Monthly Period and (v) the Class A Percentage of the Series 2001-1 Allocation Percentage of the adjustment payments required to be made by the Transferor pursuant to
Section 3.9 of the Agreement but not made on or prior to the related Distribution Date, over (y) the sum of the Available Series 2001-1 Finance Charge Collections
applied with respect to such amounts pursuant to subsection 4.6(a) plus any Excess Finance Charge Collections from other Series in Group I and Excess
Transferor Finance Charge Collections allocable to Series 2001-1 and applied with respect to such amounts pursuant to Section 4.7. 


    "Class A
Servicing Fee" shall have the meaning specified in Section 3.1. 


    "Class B
Additional Interest" shall mean the amount, if any, distributable in respect of the Class B Certificates as calculated pursuant to
a supplemental agreement entered into in accordance with Section 7.3. 


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



    "Class B
Certificateholders' Interest" shall mean, with respect to any date, the portion of the Series 2001-1
Certificateholders' Interest evidenced by the Class B Certificates. 


    "Class B
Certificate Rate" shall mean, with respect to any Interest Accrual Period, a per annum rate equal to 0%;  provided, however such interest rate may be
increased pursuant to the terms of a supplemental agreement
entered into in accordance with Section 7.3. 


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


    "Class B
Floating Allocation Percentage" shall mean, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is the Class B Invested Amount as of (x) during the Revolving Period or the Accumulation Period with respect to Collections of Finance Charge Receivables and at all times with
respect to Defaulted Amounts, the close of business on the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date) and (y) during an
Early Amortization Period with respect to Collections of Finance Charge Receivables, the close of business on the last day of the Monthly Period immediately preceding the occurrence of an Early
Amortization Event and the denominator of which is the greater of (a) the total amount of Principal Receivables plus the amount on deposit in the Special Funding Account as of the close of
business on such date and (b) when used with respect to Collections of Finance Charge Receivables, the sum of the numerators with respect to all Classes of all Series and Participations then
outstanding used to calculate the applicable allocation percentage; provided, that such calculations are subject to adjustment upon the direction of the
Transferor, in accordance with subsection 2.9(g) of the Agreement, to give effect to additions of Additional Accounts. 




  
    "Class B Initial Invested Amount" shall mean the aggregate initial principal amount of the Class B Certificates, which is $250,000,000. 


    "Class B
Interest" shall mean the interest, if any, distributable in respect of the Class B Certificates as may be calculated pursuant to a
supplemental agreement entered into in accordance with Section 7.3. 


    "Class B
Invested Amount" shall mean, when used with respect to any date of determination, an amount equal to (a) the Class B Initial
Invested Amount, minus (b) the aggregate amount of principal payments made to Class B Certificateholders prior to such date,  minus (c) the
aggregate amount of Class B Investor Charge-Offs for all prior Distribution Dates,
minus (d) the aggregate amount of Reallocated Class B Principal Collections for which the Class B Invested Amount has been reduced
for all prior Distribution Dates, plus (e) the sum of the aggregate amount allocated and available on all
prior Distribution Dates pursuant to subsection 4.6(a)(vii) and, with respect to such subsection, pursuant to Section 4.7, for the purpose of reinstating amounts reduced pursuant to the
foregoing clauses (c) and (d) plus (f) the amount of any increase in the Class B Invested Amount resulting from the issuance
of Additional Certificates under Section 4.10. 


    "Class B
Investor Charge-Offs" shall have the meaning specified in subsection 4.8(a). 


    "Class B
Investor Defaulted Amount" shall mean, with respect to each Distribution Date, an amount equal to the product of (a) the
Class B Floating Allocation Percentage applicable on such date and (b) the Defaulted Amount for the related Monthly Period. 


    "Class B
Percentage" shall mean, as of any date of determination, a fraction the numerator of which is the Class B Invested Amount and the
denominator of which is the sum of the Class A Adjusted Invested Amount and the Class B Invested Amount. 



    "Class B
Principal" shall mean the principal distributable in respect of the Class B Certificates as calculated in accordance with
subsection 4.4(b). 


    "Class B
Principal Allocation Percentage" shall mean, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of
which is (a) during the Revolving Period, the Class B Invested Amount as of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the
Closing Date), (b) during the Accumulation Period, the Class B Invested Amount as of the last day of the Revolving Period, and (c) during the Early Amortization Period, the
Class B Invested Amount as of the last day of the Revolving Period, or, if less, the last numerator used to calculate the Class B Principal Allocation Percentage in the Accumulation
Period, if any, and the denominator of which is the greater of (a)(x) if only one Series is outstanding (i) during the Revolving Period, the sum of the total amount of Principal
Receivables in the Trust and the principal amount on deposit in the Special Funding Account as of the last day of the immediately preceding Monthly Period and (ii) during the Accumulation
Period and the Early Amortization Period the sum of the total amount of Principal Receivables in the Trust and the principal amount on deposit in the Special Funding Account as of the last day of the
Revolving Period and (y), if more than one Series is outstanding, the sum of the total amount of Principal Receivables in the Trust and the principal amount on deposit in the Special Funding Account
as of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date) and (b) the sum of the numerators used to calculate the principal
allocation percentages for all Series and Participations outstanding as of the date as to which such determination is being made; provided, that such
calculations are subject to adjustment upon the direction of the Transferor, in accordance with subsection 2.9(g) of the Agreement, to give effect to additions of Additional Accounts. 


    "Class B
Servicing Fee" shall have the meaning specified in Section 3.1. 


    "Closing
Date" shall mean August 22, 2001. 


    "Controlled
Accumulation Amount" shall mean $62,500,000, provided that such amount may be increased
pursuant to Section 4.10 as a result of the issuance of Additional Certificates; provided, 




   further, that, if the Accumulation Period is modified pursuant to Section 4.12, (i) the Controlled Accumulation Amount for each Distribution Date with
respect to
the Accumulation Period shall mean the amount determined in accordance with Section 4.12 on the date on which the Accumulation Period has most recently been modified and (ii) the sum of
the Controlled Accumulation Amounts for all Distribution Dates with respect to the modified Accumulation Period shall not be less than the Class A Invested Amount. 


    "Controlled
Deposit Amount" shall mean, with respect to any Distribution Date with respect to the Accumulation Period, an amount equal to the Controlled
Accumulation Amount plus the Deficit Controlled Accumulation Amount for the preceding Distribution Date, if any. 


    "Covered
Amount" shall mean, with respect to any Interest Accrual Period prior to the payment in full of the Class A Invested Amount, the product
of (a) the Class A Certificate Rate in effect with respect to the related Interest Accrual Period, (b) the Principal Funding Account Balance as of the first day of such Interest
Accrual Period, and (c) a fraction the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 360. 


    "Deficit
Controlled Accumulation Amount" shall mean, on each Distribution Date with respect to the Accumulation Period, the excess, if any, of the
Controlled Deposit Amount for such Distribution Date over the amount distributed from the Collection Account as Class A Principal for such Distribution Date. 


    "Distribution
Date" shall mean September 25, 2001, and the 25th day of each month thereafter, or if such day is not a Business Day, the next
succeeding Business Day. 


    "Early
Amortization Commencement Date" shall mean earlier of the date on which an Early Amortization Event is deemed to occur or the date on which a
Series 2001-1 Early Amortization Event is deemed to occur. 


    "Early
Amortization Event" shall mean any of the events specified in Section 9.1 of the Agreement. 


    "Early
Amortization Period" shall mean the period beginning on the earlier of (a) the day on which a Series 2001-1 Early
Amortization Event or an Early Amortization Event occurs or is deemed to have occurred and (b) the Class A Expected Final Payment Date if the Class A Invested Amount has not been
paid in full on such date, and ending on the earlier of (i) the date on which the Class A Invested Amount and the Class B Invested Amount have been paid in full and
(ii) the Series 2001-1 Termination Date. 


    "Enhancement"
shall mean, with respect to the Class A Certificates, the subordination of the Class B Invested Amount. 


    "Excess
Finance Charge Collections" shall mean, with respect to any Distribution Date, as the context requires, either (x) the amount described in
subsection 4.6(a)(x) allocated to the Series 2001-1 Certificates but available to cover shortfalls in amounts paid from Collections of Finance Charge Receivables for other
Series, if any, or (y) the aggregate amount of Collections of Finance Charge Receivables allocable to other Series in excess of the amounts necessary to make required payments with respect to
such Series, if any, and available to cover shortfalls with respect to the Series 2001-1 Certificates. 


    "Excess
Spread Percentage" shall mean, for any Distribution Date, the amount, if any, by which the Portfolio Yield for the related Monthly Period exceeds
the Base Rate for the related Monthly Period. 









  




    "Excess
Transferor Finance Charge Collections" shall have the meaning specified in subsection 4.2(d). 


    "Floating
Allocation Percentage" shall mean, with respect to any date of determination, the sum of the Class A Floating Allocation Percentage and
Class B Floating Allocation Percentage on such date. 


    "Initial
Invested Amount" shall mean the sum of the Class A Initial Invested Amount and the Class B Initial Invested Amount. 


    "Interest
Accrual Period" shall mean, with respect to a Distribution Date, the period from and including the preceding Distribution Date to and excluding
such Distribution Date; provided, however, that the initial Interest Accrual Period shall be the period
from the Closing Date to and excluding the first Distribution Date. 


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


    "Investor
Certificateholder" shall mean the Holder of record of an Investor Certificate. 


    "Investor
Certificates" shall mean the Class A Certificates and the Class B Certificates;  provided, however, that the Class B Certificates shall
not be considered to be Investor
Certificates for purposes of any Tax Opinion or other opinion relating to tax matters hereunder or under the Agreement for so long as they are held by the Transferor. 


    "Investor
Charge-Offs" shall mean the sum of Class A Investor Charge-Offs and Class B Investor
Charge-Offs. 


    "Investor
Defaulted Amount" shall mean, with respect to any Monthly Period, an amount equal to the product of the Defaulted Amount and the Floating
Allocation Percentage as of the related Distribution Date. 


    "Investor
Percentage" shall mean, with respect to Principal Receivables, the Principal Allocation Percentage and, with respect to Finance Charge
Receivables and Receivables in Defaulted Accounts, the Floating Allocation Percentage. 


    "LIBOR"
shall mean, for any Interest Accrual Period, the London interbank offered rate for one-month Dollar deposits determined by the Trustee
for each Interest Accrual Period in accordance with the provisions of Section 4.15 of this Supplement. 


    "LIBOR
Determination Date" shall mean (i) August 20, 2001 for the period from and including the Closing Date to and excluding
September 25, 2001 and (ii) the second Business Day prior to the commencement of the second and each subsequent Interest Accrual Period. 


    "Monthly
Period" shall mean with respect to each Distribution Date, the immediately preceding fiscal month of the Transferor,  provided, that the first Monthly Period shall begin on the Closing Date and end
on the last day of the fiscal month of the Transferor during which the
Closing Date occurs. 


    "Monthly
Servicing Fee" shall have the meaning specified in Section 3.1. 


    "Percentage
Allocation" shall have the meaning specified in subsection 4.2(b)(ii)(y). 


    "Portfolio
Yield" shall mean for the Series 2001-1 Certificates, with respect to any Monthly Period, the annualized percentage
equivalent of a fraction, the numerator of which is an amount equal to the sum of the Floating Allocation Percentage of collections of Finance Charge Receivables for that Monthly Period,  minus if the
Required Reserve Account Amount is greater than zero, the excess of the Principal Funding Investment Shortfall over the amount applied from
the Reserve Account in accordance with Section 4.13(d), minus the Investor Defaulted Amount for that Monthly Period and the
Series 2001-1 Allocation Percentage of any Adjustment Payments not made on or before the related Distribution Date, and the denominator of which is the Adjusted Invested Amount as
of the last day of the preceding Monthly Period, or in the case of the first Monthly Period, the Closing Date. 




  
For the first Monthly Period, the initial deposit of $1,800,000 made to the Collection Account on the Closing Date for application as Available Series 2001-1 Finance Charge
Collections will be added to the numerator described above. 


    "Principal
Allocation Percentage" shall mean, with respect to any Monthly Period, the percentage equivalent of a fraction, the numerator of which is
(a) during the Revolving Period, the Invested Amount as of the last day of the immediately preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date),
(b) during the Accumulation Period, the Invested Amount as of the last day of the Revolving Period; provided, that during the Accumulation Period
on the date of issuance of a new Series, at the option of the Transferor, upon satisfaction of the Rating Agency Condition, such amount may be reduced to an amount not less than the greater of
(x) the Adjusted Invested Amount on such date and (y) the amount which would result in a Principal Allocation Percentage which when multiplied by the amount of Collections of Principal
Receivables for the preceding Monthly Period would equal (I) the Controlled Deposit Amount for such Monthly Period plus 10% of the Controlled Accumulation Amount or, if such date is on or after
the Class A Expected Final Payment Date and the Class A Invested Amount has been paid in full, the Class B Invested Amount minus (II) the amount of any Available Shared
Principal Collections with respect to such Monthly Period, and (c) during the Early Amortization Period, the Invested Amount as of the last day of the Revolving Period or, if less, the last
numerator used to calculate the Principal Allocation Percentage in the Accumulation Period, if any, and the denominator of which is the greater of (a)(x) if only one Series is outstanding
(i) during the Revolving Period, the sum of the total amount of Principal Receivables in the Trust and the principal amount on deposit in the Special Funding Account as of the last day of the
immediately preceding Monthly Period and (ii) during the Accumulation Period and the Early Amortization Period the sum of the total amount of Principal Receivables in the Trust and the
principal amount on deposit in the Special Funding Account as of the last day of the Revolving Period and (y), if more than one Series is outstanding, the sum of the total amount of Principal
Receivables in the Trust as of the last day of the immediately preceding Monthly Period, and the principal amount on deposit in the Special Funding Account as of the last day of the immediately
preceding Monthly Period (or, in the case of the first Monthly Period, the Closing Date) and (b) the sum of the numerators used to calculate the principal allocation percentages for all Series
and Participations outstanding as of the date as to which such determination is being made; provided,  further, that such calculations are subject to
adjustment upon the direction of the Transferor, in accordance with subsection 2.9(g) of the Agreement,
to give effect to additions of Additional Accounts. 


    "Principal
Funding Account" shall have the meaning specified in subsection 4.11(a). 


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


    "Principal
Funding Investment Proceeds" shall mean, with respect to each Interest Accrual Period during the Accumulation Period, the investment earnings
on funds on deposit in the Principal Funding Account (net of investment expenses and losses) for such Interest Accrual Period. 


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


    "Principal
Shortfalls" shall mean on any Distribution Date (x) for Series 2001-1, (i) during the Accumulation Period, the
excess of the Controlled Deposit Amount over the aggregate amount applied with respect thereto for such Distribution Date, and (ii) at all other times, the Invested Amount of the class then
receiving principal payments after the application of Collections of Principal Receivables on such Distribution Date provided however, that after the
Class A Invested Amount has been paid in full, such amount shall be equal to the Class B Invested Amount or (y) for any other Series the amounts specified as such in the
Supplement for such other Series. 




  
    "Rating Agency" shall mean each of Standard & Poor's and Moody's. 


    "Reallocated
Class B Principal Collections" shall have the meaning specified in Section 4.9. 


    "Reassignment
Amount" shall mean, with respect to any Distribution Date, after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (i) the sum of the Class A Adjusted Invested Amount and the Class B Invested Amount on such Distribution Date  plus (ii) the sum of the Class A
Interest and Class B Interest, if any, for such Distribution Date and the Carryover Interest, if
any, for such Distribution Date. 


    "Record
Date" shall mean, with respect to any Distribution Date, the last Business Day of the calendar month preceding the month in which such
Distribution Date occurs. 


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


    "Required
Amount" shall have the meaning specified in Section 4.7. 


    "Required
Reserve Account Amount" shall mean, with respect to any Distribution Date on or after the Reserve Account Funding Date, an amount, if any,
specified by the Transferor. 


    "Required
Retained Transferor's Percentage" shall mean 2%; provided,  however, that such percentage may be adjusted from time to time upon written notice from the
Transferor to the Trustee if each Rating Agency initially
contracted to rate the Class A Certificates shall have been notified of such amendment and shall have provided notice to the Trustee or the Servicer that such action would not
result in a reduction or withdrawal of its rating of the Class A Certificates and such action shall not, as evidenced by a Tax Opinion, cause the Trust to be characterized for Federal income
tax purposes as an association or publicly traded partnership taxable as a corporation or otherwise have any material adverse effect on the Federal income taxation of any outstanding Series of
Certificates or any Certificate Owner. 


    "Reserve
Account" shall have the meaning specified in subsection 4.13(a). 


    "Reserve
Account Funding Date" shall mean the date specified by the Transferor for the commencement of the funding of the Reserve Account. 


    "Reserve
Account Surplus" shall mean, as of any Transfer Date following the Reserve Account Funding Date, the amount, if any, by which the amount on
deposit in the Reserve Account exceeds the Required Reserve Account Amount. 


    "Reserve
Draw Amount" shall have the meaning specified in subsection 4.13(c). 


    "Revolving
Period" shall mean the period from and including the Closing Date to, but not including, the Amortization Period Commencement Date. 


    "Scheduled
Series 2001-1 Termination Date" shall mean the July 2008 Distribution Date. 


    "Series
Accounts" shall mean the Principal Funding Account and the Reserve Account. 



    "Series
Invested Amount" shall mean, for Series 2001-1, as of any date of determination, an amount equal to the sum of (a) the
Class A Adjusted Invested Amount as of such date and (b) the Class B Invested Amount as of such date. 


    "Series 2001-1"
shall mean the Series of the Target Credit Card Master Trust represented by the Series 2001-1
Certificates. 


    "Series 2001-1
Allocation Percentage" shall mean, on any date of determination, the percentage equivalent of a fraction the numerator
of which is the sum of the Class A Adjusted Invested Amount
and the Class B Invested Amount and the denominator of which is the sum of the invested amounts (or adjusted invested amounts, as applicable) of all then outstanding Series. 




  
    "Series 2001-1 Certificateholder" shall mean the holder of record of any Series 2001-1 Investor Certificate. 


    "Series 2001-1
Certificateholders' Interest" shall have the meaning specified in Section 4.1. 



    "Series 2001-1
Certificates" shall have the meaning specified in Section 1.1. 


    "Series 2001-1
Early Amortization Event" shall have the meaning specified in Section 6.1. 


    "Series 2001-1
Termination Date" shall mean the earlier to occur of (i) the day after the Distribution Date on which the
Series 2001-1 Certificates are paid in full, or (ii) the Scheduled Series 2001-1 Termination Date. 


    "Servicing
Base Amount" shall have the meaning specified in Section 3.1. 



    "Servicing
Fee Rate" shall mean 2.00% per annum. 


    "Shared
Principal Collections" shall mean, as the context requires, either (a) the amount allocated to the Series 2001-1
Certificates which, in accordance with subsections 4.6(a)(iii), (iv), (v), (vi) and (vii), 4.6(b) and 4.6(c)(iii), may be applied in accordance with Section 4.4 of the Agreement or
(b) the amounts allocated to the investor certificates of other Series which the applicable Supplements for such Series specify are to be treated as "Shared Principal Collections" plus amounts
specified in any Participation Supplement with respect to any participation to be treated as Shared Principal Collections which may be applied to cover Principal Shortfalls with respect to the
Series 2001-1 Certificates. 


    "Special
Payment Date" shall mean each Distribution Date following the Monthly Period in which an Early Amortization Event occurs with respect to an Early
Amortization Period and each Distribution Date following the Class A Expected Final Payment Date. 


    "Specified
Investor Default Amount" shall mean, for any Distribution Date, the sum of (a) the product of (x) 1.5 and (y) the average
of the Investor Default Amounts for the three preceding Monthly Periods, and (b) the amount of unreimbursed Class B Investor Charge-Offs for the preceding Monthly Period. 


    "Shared
Transferor Principal Collections" shall have the meaning specified in subsection 4.2(d). 


    "Telerate
Page 3750" shall mean the display designated as page "3750" by Telerate, Inc. (or such other page as may replace Telerate Page 3750 on
that service for the purpose of displaying London interbank offered rates of major banks). 


    "Termination
Payment Date" shall mean the earlier of the first Distribution Date following (i) to the extent applicable, the liquidation or sale of
the Receivables as a result of an Insolvency Event and (ii) the occurrence of the Scheduled Series 2001-1 Termination Date. 



    "Transferor
Retained Certificates" shall mean investor certificates of any Series, including the Class B Certificates, which the Transferor
retains, but only to the extent that and for so long as the Transferor is the Holder of such Certificates. 


    "Transferor
Retained Class" shall mean the Class B Certificates. 




 


 
 

ARTICLE III    
    
    SERVICER    



 
 
       Section 3.1.  Servicing Compensation.
  The share of the Servicing Fee allocable to the Series 2001-1 Certificateholders with respect to any Distribution Date (the "Monthly Servicing
Fee") shall be equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) (i) the sum of the Class A Adjusted Invested Amount and the
Class B Invested Amount as of the last day of the Monthly Period second preceding such Distribution Date,  minus (ii) the product of the amount, if any, on deposit in the Special Funding
Account as of the last day of the Monthly Period second preceding
such Distribution Date and the Floating Allocation Percentage with respect to such Monthly Period (the amount calculated pursuant to this clause (b) is referred to as the
"Servicing Base Amount"); provided, however, that with respect to the first
Distribution Date, the Monthly Servicing Fee shall be $654,762. The share of the Monthly Servicing Fee allocable to the Class A Certificateholders with respect to any Distribution Date (the
"Class A Servicing Fee") shall be equal to the product of (a) the Class A Percentage and (b) the Monthly Servicing Fee;  provided, however, that with respect to the first Distribution Date the Class A Servicing Fee
shall be $491,072. The share of the Monthly Servicing Fee allocable to the Class B Certificateholders with respect to any Distribution Date (the "Class B Servicing
Fee") shall be equal to the product of (a) the Class B Percentage and (b) the Monthly Servicing Fee; provided,  however, that with
respect to the first Distribution Date, the Class B Servicing Fee shall be $163,690. The remainder of the Servicing Fee shall
be paid from amounts allocable to the Holder of the Transferor Certificate, holders of Participations or the Certificateholders of other Series (as provided in the related Supplements) and in no event
shall the Trust, the Trustee or the Series 2001-1 Certificateholders be liable for the share of the Servicing Fee to be paid from amounts allocable to the Holder of the Transferor
Certificate, holders of a Participation or the Certificateholders of any other Series. The Monthly Servicing Fee shall be payable to the Servicer solely to the extent amounts are available for
distribution in respect thereof pursuant to Section 4.6(a)(ii). 


 
 

ARTICLE IV    
    
    RIGHTS OF CERTIFICATEHOLDERS AND
  ALLOCATION AND APPLICATION OF COLLECTIONS    



 
 
      Section 4.1.  Rights of Certificateholders.
  The Series 2001-1 Certificates shall represent undivided interests in the Trust, consisting of the right to receive, to the extent necessary to make the required
payments with respect to such Series 2001-1 Certificates at the times and in the amounts specified in this Agreement, (a) the Floating Allocation Percentage and the Principal
Allocation Percentage (as applicable from time to time) of Collections, (b) funds distributable to the Series 2001-1 Certificates pursuant to Section 4.2 of the
Agreement on deposit in the Special Funding Account, (c) funds on deposit in the Principal Funding Account and (d) funds on deposit in the Reserve Account (for such Series, the
"Series 2001-1 Certificateholders' Interest"). The Class B Certificates shall be subordinated to the Class A Certificates to the extent
provided in this Article IV. The Class B Certificates will not have the right to receive payments of principal until the Class A Invested Amount has been paid in full, except as
provided in Section 7.3. 


 
 

       Section 4.2.  Collections and Allocation; Payments on Transferor Certificate.
  


    (a)
Collections. The Servicer will apply or will instruct the Trustee to apply all funds on deposit in the Collection Account, the Special Funding
Account, the Principal Funding Account and the Reserve Account allocable to the Series 2001-1 Certificates as described in this Article IV and Article IV of the
Agreement. In addition, on the Closing Date, the Transferor shall make a deposit to the Collection Account in the amount of $1,800,000, to be allocated to the Series 2001-1
Certificates. 









  




    (b)
Allocations. The Servicer will apply, or will instruct the Trustee to apply, all collections and other funds that are allocated to the Investor
Certificates as follows: 



    (i)  Daily
Allocations During the Revolving Period. During the Revolving Period, the Servicer shall, prior to the close of business on any
Date of Processing, allocate the following amounts as set forth below: 



    (x) Allocate
to the Investor Certificateholders and deposit in the Collection Account in accordance with Section 4.3(a) of the Agreement an amount equal to the
product of (A) the Floating Allocation Percentage and (B) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing,  provided, however, that, with respect to each Monthly Period, such amount shall only be deposited until
such time as the amount of Collections of Finance Charge Receivables allocable to Series 2001-1 deposited in the Collection Account equals the amount of Class A Interest,
Class B Interest, if any, Carryover Interest, if any, and, at any time that Retailers National Bank is not the Servicer, the Servicing Fee, in each case due on the Distribution Date in the next
Monthly Period, and, if on the Distribution Date in the preceding Monthly Period the Excess Spread Percentage was less than 4% or if there were unreimbursed Class B Investor
Charge-Offs or unreimbursed Reallocated Class B Principal Collections, the Specified Investor Default Amount determined on the Distribution Date in the preceding Monthly Period. 


    (y) Allocate
to the Investor Certificateholders an amount equal to the product of (A) the Principal Allocation Percentage on such Date of Processing and
(B) the aggregate amount of Collections of Principal Receivables on such Date of Processing and deposit in the Collection Account the portion of such amount equal to the product of
(x) the Class B Principal Allocation Percentage on that Date of Processing and (y) the total amount of Collections of Principal Receivables on that Date of Processing to the
extent that (I) the sum of the Class A Monthly Interest, the Carryover Class A Interest, the Class A Servicing Fee, if RNB is not the Servicer, and the Class A
Percentage of the Specified Investor Default Amount determined on the Distribution Date in the preceding Monthly Period if on the Distribution Date in the preceding Monthly Period the Excess Spread
Percentage was less than 4% or if there were unreimbursed Class B Investor Charge-Offs or unreimbursed Reallocated Class B Principal Collections, is greater than
(II) the amount of Collections of Finance Charge Receivables deposited in the Collection Account on that Date of Processing and on each preceding Date of Processing in that Monthly Period
pursuant to subsection 4.2(b)(i)(x). 


These
Collections of Principal Receivables shall only be retained or deposited in the Collection Account pursuant to this subsection 4.2(b)(i)(y) to the extent that the sum of the Collections of
Principal Receivables and the Collections of Finance Charge Receivables retained in the Collection Account pursuant to this subsection 4.2(b)(i) do not exceed the sum of the Class A
Monthly Interest, the Carryover Class A Interest, the Class A Servicing Fee, if RNB is not the Servicer, and the Class A Percentage of the Specified Investor Default Amount
determined on the Distribution Date in the
preceding Monthly Period if the conditions requiring that deposit exist. The excess of the amount of Collections of Principal Receivables on deposit in the Collection Account over the amount required
to be retained in the Collection Account and the remainder of the Principal Allocation Percentage of the amount of Collections of Principal Receivables on that Date of Processing shall be paid to the
Holder of the Transferor Certificate; provided, however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this Section 4.2(b)(i)(y) on any Date of Processing shall be first, if any other Principal Sharing Series is outstanding and in its Amortization Period,
deposited in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date and second shall be paid to such Holder only if on such
Date of Processing the Transferor Amount (excluding the interest represented by the Supplemental Certificate) is greater than the Required 




  
Retained Transferor Amount and otherwise shall be deposited in the Special Funding Account; provided,  further, that such amounts will be paid to the Holder
of the Transferor Certificate subject to the obligation of the Transferor to make an amount equal
to the Reallocated Class B Principal Collections for each Monthly Period available on the related Distribution Date for application in accordance with Section 4.9. 




    (ii) Daily
Allocations During the Accumulation Period. During the Accumulation Period, the Servicer shall, prior to the close of business
on any Date of Processing, allocate the following amounts as set forth below: 



    (x) Allocate
to the Investor Certificateholders and deposit in the Collection Account in accordance with Section 4.3(a) of the Agreement an amount equal to the
product of (A) the Floating Allocation Percentage on such Date of Processing and (B) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing,  provided,
however, that, with respect to each Monthly Period, such amount shall only be deposited until
such time as the amount of Collections of Finance Charge Receivables allocable to Series 2001-1 on deposit in the Collection Account equals the amount of Class A Interest,
Class B Interest, if any, Carryover Interest, if any, and, at any time that Retailers National Bank is not the Servicer, the Servicing Fee, in each case due on the Distribution Date in the next
Monthly Period, and, if on the Distribution Date in the preceding Monthly Period the Excess Spread Percentage was less than 4% or if there were unreimbursed Class B Investor
Charge-Offs or unreimbursed Reallocated Class B Principal Collections, the Specified Investor Default Amount determined on the Distribution Date in the preceding Monthly Period. 


    (y) During
each Monthly Period prior to the Monthly Period in which the Class A Invested Amount is paid in full, allocate to the Class A
Certificateholders and deposit in the Collection Account in accordance with Section 4.3(a) of the Agreement an amount equal to the product of (x) the Principal Allocation Percentage on
such Date of Processing and (y) the aggregate amount of Collections of Principal Receivables on such Date of Processing (for any such date, a "Percentage
Allocation"); provided, however, that with respect to each Monthly Period, such amount
shall only be deposited in the Collection Account until such time as the amount of Collections of Principal Receivables allocable to Series 2001-1 deposited in the Collection
Account equals the sum of (i) the Controlled Deposit Amount
for the related Distribution Date and (ii) the product of the Class B Principal Allocation Percentage on that Date of Processing and the total amount of Collections of Principal
Receivables on that Date of Processing to the extent that (A) the sum of the Class A Monthly Interest, the Carryover Class A Interest, the Class A Servicing Fee, if RNB is
not the Servicer, and the Class A Percentage of the Specified Investor Default Amount determined on the Distribution Date in the preceding Monthly Period if on the Distribution Date in the
preceding Monthly Period the Excess Spread Percentage was less than 4% or if there were unreimbursed Class B Investor Charge-Offs or unreimbursed Reallocated Class B
Principal Collections, is greater than (B) the amount of Collections of Finance Charge Receivables deposited in the Collection Account on that Date of Processing and on each preceding Date of
Processing in that Monthly Period pursuant to subsection 4.2(b)(ii)(x). 


Collections
of Principal Receivables allocable to Series 2001-1 will only be retained or deposited in the Collection Account in excess of the Controlled Deposit Amount to the extent
that the Collections of Principal Receivables and Collections of Finance Charge Receivables retained in the Collection Account pursuant to this subsection 4.2(b)(ii)(y) do not exceed the sum of the
Class A Monthly Interest, the Carryover Class A Interest, the Class A Servicing Fee, if RNB is not the servicer, and the Class A Percentage of the Specified Investor
Default Amount determined on the Distribution Date in the preceding Monthly Period if the conditions requiring that deposit exist. The excess of the amount of Collections of Principal Receivables on
deposit in the Collection Account over the amount required to be retained in the Collection Account and the remainder of the Principal Allocation Percentage of the 




  
amount of Collections of Principal Receivables on that Date of Processing shall be first, if any other Principal Sharing Series is outstanding and in its Amortization Period, deposited in the
Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date and second shall not be treated as a Percentage Allocation and shall be
paid to the Holder of the Transferor Certificate only if the Transferor Amount (excluding the interest represented by the Supplemental Certificate) on such Date of Processing is greater than the
Required Retained Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account;  provided,
further, that such amounts will be paid to the Holder of the Transferor Certificate subject to
the obligation of the Transferor to make an amount equal to the Reallocated Class B Principal Collections for each Monthly Period available on the related Distribution Date for application in
accordance with Section 4.9. 




    (iii) Daily
Allocations During the Early Amortization Period. During the Early Amortization Period, the Servicer shall, prior to the close
of business on any Date of Processing, allocate the following amounts as set forth below: 



    (x) Allocate
to the Investor Certificateholders and deposit in the Collection Account in accordance with Section 4.3(a) of the Agreement an amount equal to the
product of (A) the Floating Allocation Percentage on such Date of Processing and (B) the aggregate amount of Collections of Finance Charge Receivables on such Date of Processing. 



    (y) Allocate
to the Investor Certificateholders and deposit in the Collection Account in accordance with Section 4.3(a) of the Agreement an amount equal to the
product of (A) the Principal Allocation Percentage on such Date of Processing and (B) the aggregate amount of Collections of Principal Receivables on such Date of Processing;  provided,
however, that after the date on which an amount of such Collections equal to the Invested
Amount has been deposited into the Collection Account and allocated to the Investor Certificateholders, any excess of the amount determined in accordance with this subparagraph (y) shall be
first, if any other Principal Sharing Series is outstanding and in its Amortization Period, deposited in the Collection Account for application, to the extent necessary, as Shared Principal
Collections on the related Distribution Date and second shall be paid to the Holder of the Transferor Certificate only if on such Date of Processing the Transferor Amount (excluding the interest
represented by the Supplemental Certificate) is greater than the Required Retained Transferor Amount and otherwise shall be deposited in the Special Funding Account. 




    (iv) Monthly
Allocations During the Revolving Period and Accumulation Period. During the Revolving Period and Accumulation Period, the
Servicer shall, prior to the close of business on any Transfer Date allocate to the Investor Certificateholders and deposit in the Collection Account an amount equal to the sum of (I) (A) the
lesser of (1) the sum of (a) the product of (x) the Floating Allocation Percentage with respect to the preceding Monthly Period and (y) the aggregate amount of Collections
of Finance Charge Receivables for the related Monthly Period, (b) the amount of Excess Finance Charge Collections allocated to Series 2001-1 for the related Monthly Period
and (c) the amount of Excess Transferor Finance Charge Collections allocated to Series 2001-1 for the related Monthly Period and (2) the aggregate of the amounts to be
paid on such Distribution Date pursuant to clause (y) of each of clauses (i) through (viii) of Section 4.6(a) and the amount described in Section 4.6(a)(ix), less
(B) the daily amounts deposited in the Collection Account during such Monthly Period pursuant to subsections 4.2(b)(i)(x) and 4.2(b)(ii)(x) with respect to the Revolving Period
and the Accumulation Period, respectively, (II) the excess of the amount of Reallocated Class B Principal Collections over the amount retained in the Collection Account pursuant to
subsections 4.2(b)(i)(y) and 4.2(b)(ii)(y) with respect to the Revolving Period and Accumulation Period, (III) an amount equal to the pro rata
portion of Finance Charge Shortfalls, if any, for Group I allocated to Series 2001-1 pursuant to Section 4.5 of the Agreement, not to exceed Excess Finance Charge Collections
pursuant to Section 4.6(a)(x) available on the related Distribution Date, (IV) an amount equal to the amount of Shared Principal Collections to be 




  
applied for the benefit of other Principal Sharing Series pursuant to Section 4.4 of the Agreement from amounts that were originally allocated to Series 2001-1, not to exceed
(a) during the Revolving Period, the Principal Allocation Percentage of Principal Collections for the related Monthly Period or (b) during the Accumulation Period, the Principal
Allocation Percentage of Principal Collections for the related Monthly Period less the amount thereof applied to pay Class A Principal on the related Distribution Date and (V) the amount
of Shared Transferor Principal Collections to be applied to make payments of Class A Principal and Class B Principal on the related Distribution Date. 




    (c) The
allocations to be made pursuant to this subsection 4.2 also apply to deposits into the Collection Account that are treated as Collections, including adjustment
payments made in accordance with Section 3.9 of the Agreement, payment of the reassignment price pursuant to Section 2.5(b) of the
Agreement and proceeds from the sale, disposition or liquidation of the Receivables pursuant to Section 10.2, 12.1 or 12.2 of the Agreement and Section 7.1. Such deposits to be treated
as Collections will be allocated as Finance Charge Receivables or Principal Receivables as provided in the Agreement. 


    (d) Notwithstanding
anything herein or in the Agreement, the Supplement for any other Series or any Enhancement Agreement for any Series to the contrary, all amounts
designated to be paid to the Transferor or any holder of a Transferor Certificate in such documents, other than amounts allocated to be paid to the holder of any Supplemental Certificate, instead, to
the extent that such amounts are derived from Collections of Finance Charge Receivables and other amounts applied like collections of Finance Charge Receivables, including any amounts constituting
Excess Finance Charge Collections remaining after application thereof to all Series but prior to payment thereof to the Transferor, shall be deemed to be "Excess Transferor Finance Charge Collections"
and to the extent that such amounts are derived from Collections of Principal Receivables, and to the extent of any Excess Transferor Finance Charge Collections remaining after application thereof to
each Series designated to be entitled thereto, shall be deemed to be "Shared Transferor Principal Collections." 


 
 

       Section 4.3.  Determination of Monthly Interest for the Series 2001-1 Certificates.
  The amount of monthly interest (the "Class A Interest") allocable to the Class A Certificates with respect to any Distribution Date shall be
an amount equal to the product of (i) the Class A Certificate Rate for the related Interest Accrual Period, (ii) the outstanding principal balance of the Class A
Certificates as of the close of business on the last day of the preceding Monthly Period, and (iii) a fraction the numerator of which is the actual number of days in the related Interest
Accrual Period and the denominator of which is 360, provided, however, that with respect to the first
Distribution Date after the Closing Date the Class A Interest shall be an amount equal to $2,613,750. 









  




    On
the Determination Date preceding each Distribution Date, the Servicer shall determine an amount (the "Class A Interest Shortfall") equal to the
excess, if any, of (x) the Class A Interest for the Interest Accrual Period applicable to such Distribution Date  over (y) the amount available to be paid to the Class A
Certificateholders in respect of interest on such Distribution
Date. If there is a Class A Interest Shortfall with respect to any Distribution Date, an additional amount ("Class A Additional Interest") shall be payable
as provided herein with respect to the Class A Certificates on each Distribution Date following such Distribution Date, to and including the Distribution Date on which such Class A
Interest Shortfall is paid to Class A Certificateholders, equal to the product of (i) the Class A Certificate Rate plus 2% per annum, (ii) such Class A Interest
Shortfall remaining unpaid, and (iii) a fraction the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 360. Notwithstanding
anything to the contrary herein, Class A Additional Interest shall be payable or distributed to Class A Certificateholders only to the extent permitted by applicable law. 


 
 

       Section 4.4.  Determination of Principal Amounts.
  (a) The amount of principal (the "Class A Principal") distributable from the Collection Account with respect to the Class A
Certificates on each Distribution Date with respect to the Amortization Period shall be equal to an amount calculated as follows: the sum of (i) an amount equal to the product of the Principal
Allocation Percentage and the aggregate amount of Collections of Principal Receivables (subtracting from such product the amount of Reallocated Class B Principal Collections) with respect to
the preceding Monthly Period, (ii) any amount on deposit in the Special Funding Account that is distributable to the Class A Certificates pursuant to subsection 4.6(d) with respect to
the preceding Monthly Period, (iii) the amount, if any, allocated to the Class A Certificates pursuant to subsections 4.6(a)(iii), (iv), (v), (vi) and (vii) with respect to
the preceding Monthly Period, (iv) the amount of Shared Principal Collections allocated to Series 2001-1 with respect to the preceding Monthly Period pursuant to
Section 4.4 of the Agreement and (v) the amount of Shared Transferor Principal Collections allocated to Series 2001-1 with respect to the preceding Monthly Period
pursuant to subsection 4.5(b); provided, however, that (i) with respect to any Distribution Date
during the Accumulation Period, Class A Principal may not exceed the Controlled Deposit Amount for such Distribution Date and (ii) with respect to any Distribution Date, Class A
Principal may not exceed the Class A Adjusted Invested Amount. 


    (b) The
amount of principal (the "Class B Principal") distributable from the Collection Account with respect to the Class B
Certificates on each Distribution Date on and after the Distribution Date on which the Class A Invested Amount is paid in full, shall be an amount equal to the lesser of: (x) the sum of
(i) an amount equal to the product of the Principal Allocation Percentage and the aggregate amount of Collections of Principal Receivables (subtracting from such product the amount of
Reallocated Class B Principal Collections) with respect to the preceding Monthly Period, (ii) any amount on deposit in the Special Funding Account that is distributable to the
Class B Certificates pursuant to subsection 4.6(d) with respect to the preceding Monthly Period, and (iii) the amount, if any, allocated to the Class B Certificates pursuant to
subsections 4.6(a)(iv), (v) and (vii) with respect to the preceding Monthly Period, (iv) the amount of Shared Principal Collections allocated to Series 2001-1
with respect to the preceding Monthly Period pursuant to Section 4.4 of the Agreement and (v) the amount of Shared Transferor Principal Collections allocated to
Series 2001-1 with respect to the preceding Monthly Period
pursuant to subsection 4.5(b), provided, however, that with respect to the Distribution Date on which
the Class A Invested Amount is paid in full, the amounts described in clauses (i), (iv) and (v) shall be net of any amount thereof applied to the payment of Class A
Principal, and (y) the Class B Invested Amount. 


 
 

       Section 4.5.  Shared Principal Collections.
  (a) Shared Principal Collections allocated to the Series 2001-1 Certificates and to be applied pursuant to subsection 4.4(a)(iv) and subsection
4.4(b)(v) for any Distribution Date with respect to the Amortization Period shall mean an amount equal to the product of (x) Shared Principal
Collections for all Series for such date and (y) a fraction, the numerator of which is the Principal Shortfall for the Series 2001-1 Certificates for such date and the
denominator of which is the aggregate amount of Principal Shortfalls 




  
for all Series for such date. For any Distribution Date with respect to the Revolving Period, Shared Principal Collections allocated to the Series 2001-1 Certificates shall be zero. 



    (b) Shared
Transferor Principal Collections allocated to the Series 2001-1 Certificates and to be applied pursuant to subsection 4.4(a)(v) and
subsection 4.4(b)(vi) for any Distribution Date with respect to the Amortization Period shall mean an amount equal to the product of (x) the aggregate amount of Shared Transferor
Principal Collections for such date and (y) a fraction, the numerator of which is the Principal Shortfall for the Series 2001-1 Certificates for such date and the denominator
of which is the aggregate amount of Principal Shortfalls for all Series for such date. For any Distribution Date with respect to the Revolving Period, Shared Transferor Principal Collections allocated
to the Series 2001-1 Certificates shall be zero. 


 
 

      Section 4.6.  Application of Funds on Deposit in the Collection Account for the Certificates.
  (a) On each Distribution Date, the Servicer shall instruct the Trustee to withdraw, and the Trustee, acting in accordance with such instructions set forth in the Monthly
Servicer Report, shall withdraw from the Collection Account, or retain therein, as applicable, to the extent of the sum of (x) the Floating Allocation Percentage of Collections of Finance
Charge Receivables collected during the preceding Monthly Period plus (y) any investment earnings on amounts on deposit in the Principal Funding Account deposited in the Collection Account
pursuant to Section 4.11(b) and investment earnings on amounts on deposit in the Reserve Account deposited in the Collection Account pursuant to Section 4.13(b)  plus (z) the Reserve Draw
Amount deposited into the Collection Account pursuant to subsection 4.13(d) (such sum, the "Available
Series 2001-1 Finance Charge Collections"; provided that, with respect to the first Distribution Date, the amount
deposited by the Transferor into the Collection Account pursuant to Section 4.2(a) shall also constitute Available Series 2001-1 Finance Charge Collections), the following
amounts, and apply such amounts as follows and in the following priority: 



    (i)  Class A
Interest. An amount equal to the lesser of (x) the Available Series 2001-1 Finance Charge
Collections for such date and (y) the sum of Class A Interest and Carryover Class A Interest shall be paid to the Class A Certificateholders in accordance with
Section 5.1. Notwithstanding anything to the contrary herein, the portion of Carryover Class A Interest that constitutes Class A Additional Interest
shall be payable or distributable to Class A Certificateholders only to the extent permitted by applicable law. 


    (ii) Servicing
Fee. An amount equal to the lesser of (x) any Available Series 2001-1 Finance Charge Collections
remaining after giving effect to the withdrawal pursuant to subsection 4.6(a)(i) and (y) the Monthly Servicing Fee for such Monthly Period plus any unpaid Monthly Servicing Fees from
prior Monthly Periods. 


    (iii) Class A
Investor Defaulted Amount. An amount equal to the lesser of (x) any Available Series 2001-1
Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsections 4.6(a)(i) and (ii) and (y) the aggregate Class A Investor Defaulted
Amount for such Distribution Date, shall be (A) during the Revolving Period, treated as Shared Principal Collections and (B)(I) during the Accumulation Period, on and prior to the date
on which an amount equal to the Class A Invested Amount is available in the Principal Funding Account for distribution to the Class A Certificateholders, deposited in the Principal
Funding Account, and (II) during the Early Amortization Period, on and prior to the date on which the Class A Invested Amount is paid in full, deposited in the Collection Account, in
each case for payment to the Class A Certificateholders to the extent required in accordance with subsections 4.4(a)(iii) and 4.6(c). 


    (iv) Class B
Investor Defaulted Amount. An amount equal to the lesser of (x) any Available Series 2001-1
Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsections 4.6(a)(i) through (iii) and (y) the aggregate Class B Investor Defaulted
Amount for such Distribution Date, shall be (A) during the Revolving Period treated as Shared Principal Collections, (B)(I) during the Accumulation Period, on and prior to the day on
which an amount 




  
equal to the Class A Invested Amount is deposited in the Principal Funding Account, retained in the Principal Funding Account, and (II) during the Early Amortization Period, on and prior
to the date on which the Class A Invested Amount is paid in full, deposited in the Collection Account, in each case for payment to the Class A Certificateholders to the extent required
in accordance with subsections 4.4(a)(iii) and 4.6(c) and (C) on and after the date on which an amount equal to the Class A Invested Amount has been retained in the Principal
Funding Account or the Class A Invested Amount has been paid in full, distributed to the Class B Certificateholders to the extent of the Class B Invested Amount. 



    (v) Adjustment
Payment Shortfalls. An amount equal to the lesser of (x) any Available Series 2001-1 Finance
Charge Collections remaining after giving effect to the withdrawals pursuant to subsections 4.6(a)(i) through (iv) and (y) an amount equal to the Floating Allocation Percentage of
any adjustment payment which the Transferor is required but fails to make pursuant to subsection 3.9(a) of the Agreement shall be, (A) during the Revolving Period, treated as Shared Principal
Collections, (B)(I) during the Accumulation Period, on and prior to the day on which an amount equal to the Class A Invested Amount is deposited in the Principal Funding Account,
retained in the Principal Funding Account, and (II) during the Early Amortization Period, on and prior to the date on which the
Class A Invested Amount is paid in full, deposited in the Collection Account, in each case for payment to the Class A Certificateholders to the extent required in accordance with
subsections 4.4(a)(iii) and 4.6(c) and (C) on and after the date on which an amount equal to the Class A Invested Amount has been retained in the Principal Funding Account or the
Class A Invested Amount has been paid in full, distributed to the Class B Certificateholders to the extent of the Class B Invested Amount. 


    (vi) Reimbursement
of Class A Investor Charge-Offs. An amount equal to the lesser of (x) any Available
Series 2001-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsections 4.6(a)(i) through (v) and (y) the unreimbursed
Class A Investor Charge-Offs, if any, will be applied to reimburse Class A Investor Charge-Offs, and shall be (A) during the Revolving Period, treated as
Shared Principal Collections and (B)(I) during the Accumulation Period, on and prior to the day on which an amount equal to the Class A Invested Amount is available in the Principal
Funding Account, retained in the Principal Funding Account, and (II) during the Early Amortization Period, on and prior to the date on which the Class A Invested Amount is paid in full,
deposited in the Collection Account, in each case for payment to the Class A Certificateholders to the extent required in accordance with subsections 4.4(a)(iii) and 4.6(c). 


    (vii) Reimbursement
of Class B Investor Charge-Offs and Reallocated Class B Principal Collections. An amount
equal to the lesser of (x) any Available Series 2001-1 Finance Charge Collections remaining after giving effect to the withdrawals pursuant to subsections
4.6(a)(i) through (vi) and (y) the unreimbursed reductions in the Class B Invested Amount as a result of Class B Investor Charge-Offs and Reallocated
Class B Principal Collections, if any, shall be (A) during the Revolving Period treated as Shared Principal Collections, (B)(I) during the Accumulation Period, on and prior to the
day on which an amount equal to the Class A Invested Amount is deposited in the Principal Funding Account, retained in the Principal Funding Account, and (II) during the Early
Amortization Period, on and prior to the date on which the Class A Invested Amount is paid in full, deposited in the Collection Account, in each case for payment to the Class A
Certificateholders to the extent required in accordance with subsections 4.4(a)(iii) and 4.6(c) and (C) on and after the date on which an amount equal to the Class A Invested
Amount has been retained in the Principal Funding Account or the Class A Invested Amount has been paid in full, distributed to the Class B Certificateholders to the extent of the
Class B Invested Amount. 










  




    (viii)  Class B
Interest. An amount equal to the lesser of (x) any Available Series 2001-1
Finance Charge Collections remaining after giving effect to the withdrawals to subsections 4.6(a)(i) through (vii) and (y) the sum of Class B Interest and Carryover
Class B Interest, if any, shall be paid to the Class B Certificateholders. Notwithstanding anything to the contrary herein, the portion of Carryover Class B Interest that
constitutes Class B Additional Interest shall be payable or distributable to Class B Certificateholders only to the extent permitted by applicable law. 


    (ix) Reserve
Account. On each Distribution Date from and after the Reserve Account Funding Date, but prior to the date of termination of
the Reserve Account as described in subsection 4.13(f), an amount up to the excess, if any, of the Required Reserve Account Amount over the Available Reserve Account Amount shall be deposited into the
Reserve Account. 


    (x) Excess
Finance Charge Collections. Any Available Series 2001-1 Finance Charge Collections after giving effect to the
withdrawals pursuant to subsection 4.6(a)(i) through (ix) shall be treated as Excess Finance Charge Collections, and the Servicer shall direct the Trustee in writing on each Distribution
Date to withdraw such amounts from the Collection Account and to first make such amounts available to pay to Certificateholders of other Series in Group I to the extent of shortfalls, if any, in
amounts payable to such certificateholders from Collections of Finance Charge Receivables allocated to such other Series in Group I, and then to pay any unpaid expenses or liabilities of the Trust,
and then treated as Excess Transferor Finance Charge Collections. 




    (b)
For each Distribution Date with respect to the Revolving Period, the sum of (x) the product of (i) the Principal Allocation Percentage and (ii) Collections of
Principal Receivables with respect to such Distribution Date, minus (y) any Reallocated Class B Principal Collections, will be treated as
Shared Principal Collections and applied, for such Distribution Date, as provided in Section 4.4 of the Agreement; provided,  however, that if the
Class B Invested Amount is reduced in accordance with Section 7.3(a), the amount specified above may be distributed
to the Class B Certificateholders in an amount not to exceed such reduction. 


    (c)
For each Distribution Date on and after the Amortization Period Commencement Date, the Trustee, acting pursuant to the Servicer's instructions, will distribute the amount of funds
on deposit in the Collection Account available for payment of principal to Series 2001-1 Certificateholders in accordance with Section 4.4 in the following priority: 



    (i)  an
amount equal to Class A Principal, subject to the proviso in Section 4.4(a), (x) with respect to the Accumulation Period, to the Principal
Funding Account for payment to the Class A Certificateholders
on the earlier of the Class A Expected Final Payment Date and the first Special Payment Date or (y) with respect to the Early Amortization Period, to the Class A
Certificateholders; 


    (ii) after
the Class A Invested Amount has been paid in full, to the Class B Certificateholders, an amount equal to Class B Principal, subject to
the proviso in Section 4.4(b); and 


    (iii) an
amount equal to the sum of (I) the excess, if any, of (A) the sum of the amounts described in subsections 4.4(a)(i) and (iii) over
(B) the Class A Principal and (II) the excess, if any, of (A) the sum of the amounts described in subsections 4.4(b)(i) and (iii) over (B) the
Class B Principal will be treated as Shared Principal Collections and applied as provided in subsection 4.4 of the Agreement. 




 




    (d)
On each Distribution Date during the Amortization Period, funds on deposit in the Special Funding Account and distributable to Series 2001-1 as provided in
Section 4.2 of the Agreement will be deposited in the Collection Account. Such amounts will be allocated in the following order of priority: 



    (i)  on
each Distribution Date until the Class A Invested Amount is paid in full to the Class A Certificateholders in an amount equal to the lesser of the
Principal Shortfall and the amount allocated with respect thereto pursuant to Section 4.2 of the Agreement; provided,  however, such amount shall not
exceed the Class A Principal after subtracting therefrom any amounts to be deposited in the Collection Account
with respect thereto pursuant to subsections 4.4(a)(i), (iii),(iv) and (v); and provided, further
that during the Accumulation Period such amount shall be deposited in the Principal Funding Account; and 


    (ii) on
each Distribution Date on and after the Distribution Date on which the Class A Invested Amount is paid in full to the Class B Certificateholders
in an amount not to exceed the Class B Invested Amount after subtracting therefrom any amounts to be deposited in the Collection Account with respect thereto pursuant to subsections 4.4(b)(i),
(iii), (iv), (v) and (vi) to be paid to the Class B Certificateholders. 




 
 

       Section 4.7.  Coverage of Required Amount for the Series 2001-1 Certificates.
  To the extent that on any Distribution Date payments are being made pursuant to any of subsections 4.6(a)(i) through (ix), respectively, and the full amount to be paid pursuant
to any such subsection receiving payments on such Distribution Date is not paid in full on such Distribution Date, the Servicer shall apply all or a portion of the Excess Finance Charge Collections
from other Series with respect to such Distribution Date allocable to the Series 2001-1 Certificates in an amount equal to the excess of the full amount to be allocated or paid
pursuant to the applicable subsection over the amount applied with respect thereto from Available Series 2001-1 Finance Charge Collections on such Distribution Date (the
"Required Amount"). Excess Finance Charge Collections allocated to the Series 2001-1 Certificates for
any Distribution Date shall mean an amount equal to the product of (x) Excess Finance Charge Collections available from all other Series in Group I for such Distribution Date and (y) a
fraction, the numerator of which is the Required Amount for such Distribution Date and the denominator of which is the aggregate amount of shortfalls in required amounts or other amounts to be paid
from Collections of Finance Charge Receivables for all Series in Group I for such Distribution Date. 


    In
addition, the Servicer shall apply all or a portion of the Excess Transferor Finance Charge Collections with respect to such Distribution Date allocable to the
Series 2001-1 Certificates in an amount equal to the unpaid Required Amount after the application of Excess Finance Charge Collections. Excess Transferor Finance Charge Collections
allocated to the Series 2001-1 Certificates for any Distribution Date shall mean an amount equal to the product of (x) Excess Transferor Finance Charge Collections available
for such Distribution Date and (y) a fraction, the numerator of which is the unpaid Required Amount after the application of Excess Finance Charge Collections for such Distribution Date and the
denominator of which is the aggregate amount of shortfalls for such Distribution Date in required amounts or other amounts to be paid from Collections of Finance Charge Receivables for all Series
which are designated pursuant to the applicable Series Supplement to be entitled to share Excess Transferor Finance Charge Collections. 


 
 

       Section 4.8.  Investor Charge-Offs.
  (a) If, on any Determination Date, the aggregate Investor Defaulted Amount and the Series 2001-1 Allocation Percentage of any unpaid adjustment payments
required by Section 3.9 of the Agreement in the preceding Monthly Period exceed the Available Series 2001-1 Finance Charge Collections applied to the payment thereof pursuant
to subsections 4.6(a)(iii), (iv) and (v) plus the amount of Excess Finance Charge Collections and Excess Transferor Finance Charge Collections allocated thereto pursuant to
Section 4.7, plus the amount of Reallocated Class B Principal Collections applied with respect thereto pursuant to Section 4.9, the Class B Invested Amount will be reduced
by the amount by which the remaining aggregate Investor Defaulted Amount 




  
and Series 2001-1 Allocation Percentage of such unpaid adjustment payments exceed the amount applied with respect thereto during such preceding Monthly Period (a
"Class B Investor Charge-Off"). 


    (b)
In the event that any such reduction of the Class B Invested Amount would cause the Class B Invested Amount to be a negative number, the Class B Invested
Amount will be reduced to zero, and the Class A Invested Amount will be reduced by the amount by which the Class B Invested Amount would have been reduced below zero, but not more than
the aggregate Investor Defaulted Amount and Series 2001-1 Allocation Percentage of the unpaid adjustment payments required by Section 3.9 of the Agreement for such Monthly
Period (a "Class A Investor Charge-Off"). 


 
 

       Section 4.9.  Reallocated Class B Principal Collections for the Series 2001-1 Certificates.
  On each Distribution Date, the Servicer will apply or cause the Trustee to apply from amounts on deposit in the Collection Account an amount equal to the lesser of (i) the
Class B Invested Amount,
(ii) the product of (x) the Class B Principal Allocation Percentage and (y) the amount of Collections of Principal Receivables with respect to the related Monthly Period
and (iii) the Class A Required Amount for such Distribution Date (such amount called "Reallocated Class B Principal Collections") to the components of
the Class A Required Amount in the same priority as amounts are applied to such components from Available Series 2001-1 Finance Charge Collections pursuant to subsection
4.6(a). 


 
 

       Section 4.10.  Issuance of Additional Investor Certificates.
  (a) During the Revolving Period, the Transferor may, in its discretion and subject to the terms of subsection (b) below, request the Trustee to issue additional
Class A Certificates and Class B Certificates (each such additional certificates, the "Additional Certificates") in an amount and on the date (the
"Additional Certificate Date") determined by the Transferor. Upon issuance, the Additional Certificates will be identical in all respects (except that the principal amount
of such Additional Certificates may be different) to the Certificates currently outstanding and will be equally and ratably entitled to the benefits of this Supplement and the Agreement. As a result
of such issuance, the Class A Invested Amount and the Class B Invested Amount shall be increased pro rata and all the calculations
required pursuant to this Supplement shall, from and after the Additional Certificate Date, be computed using such increased Class A Invested Amount and Class B Invested Amount. The
Controlled Accumulation Amount shall be increased proportionally to reflect the additional principal amount of Class A Certificates and Class B Certificates represented by the Additional
Certificates. 


    (b)
Additional Certificates shall only be issued upon satisfaction of all of the following conditions: 



    (i)  on
or before the fifth Business Day immediately preceding the date on which the Additional Certificates are to be issued, the Transferor shall give notice to the
Trustee, the Servicer and the Rating Agency of such issuance and the date upon which it is to occur; 



    (ii) after
giving effect to the addition of the Additional Certificates to the Series, the total amount of Principal Receivables in the Trust shall be greater than or
equal to the Required Principal Balance; 


    (iii) on
or before the Additional Certificate Date, the Rating Agency Condition shall have been satisfied; 


    (iv) the
Transferor shall have delivered to the Trustee an Officer's Certificate dated as of the Additional Certificate Date, stating that the Transferor reasonably
believes that the issuance of such Additional Certificates will not have a material adverse effect on the Class A Certificates or Class B Certificates, however, a dilution of voting
rights does not constitute a material adverse effect for the purposes of this Section 4.10; 


    (v) as
of the date of issuance of the Additional Certificates, the amount of unreimbursed Investor Charge-Offs shall be zero; and 


    (vi) the
Transferor shall have delivered to the Trustee a Tax Opinion with respect to such issuance. 




 




 
 

      Section 4.11.  Establishment of the Principal Funding Account for the Certificates.
  (a) The Trustee, for the benefit of the holders of the Series 2001-1 Certificates, shall establish and maintain in the name of the Trustee, on behalf of the
Trust, an Eligible Deposit Account bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the holders of the Series 2001-1
Certificates (the "Principal Funding Account"). The Principal Funding Account shall initially be established with the Trustee. The Trustee shall possess all right, title
and interest in all funds on deposit from time to time in the Principal Funding Account and in all proceeds thereof for the benefit of the holders of the Series 2001-1 Certificates.
For purposes of the definition of "Required Retained Transferor Amount" the Principal Funding Account shall be an account specified in clause (i)(b) of the definition thereof. Except as
provided in subsection 4.11(b), the Principal Funding Account shall be under the sole dominion and control of the Trustee for the benefit of the holders of the Series 2001-1
Certificates. If, at any time, the Principal Funding Account ceases to be an Eligible Deposit Account, the Trustee (or the Servicer on its behalf) shall within 10 Business Days establish a new
Principal Funding Account meeting the conditions specified above, transfer any cash and/or any investments to such new Principal Funding Account and from the date such new Principal Funding Account is
established, it shall be, for the Certificates, the "Principal Funding Account." 


    (b)
On each Distribution Date with respect to the Accumulation Period and any Special Payment Date, the Servicer shall withdraw from the Principal Funding Account and deposit in the
Collection Account all interest and other investment income (net of losses and investment expenses) on funds then on deposit in the Principal Funding Account. Investment income (including reinvested
interest) on funds deposited in the Principal Funding Account and invested pursuant to subsection 4.11(c) shall not be considered to be principal amounts on deposit in the Principal Funding Account
for purposes hereof, and shall be treated as Available Series 2001-1 Finance Charge Collections with respect to the related Monthly Period. Funds on deposit in the Principal Funding
Account prior to the Class A Expected Final Payment Date shall be invested at the direction of the Transferor by the Trustee in Eligible Investments. Any such investment shall
(i) convert or be convertible into cash so that such funds shall be made available for withdrawal on or prior to the next Distribution Date and (ii) shall be held until maturity;  provided,
however, that the Trustee, at the direction of the Transferor, may sell an investment that is
no longer an Eligible Investment prior to its maturity. Any request to the Trustee from the Transferor to invest funds on deposit in the Principal Funding Account shall be in writing and shall certify
that the requested investment is an Eligible Investment which converts or is convertible into cash at or prior to the time required hereby. 



    (c)
Pursuant to the authority granted to the Servicer in subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable by the Trustee, to make withdrawals and
payments or to instruct the Trustee to make withdrawals and payments from the Principal Funding Account for the purposes of carrying out of the Servicer's or Trustee's duties hereunder. Pursuant to
the authority granted to the Paying Agent in Sections 5.1 and 6.7 of the Agreement, the Paying Agent shall have the
power, revocable by the Trustee, to withdraw funds from the Principal Funding Account for the purpose of making distributions to the Certificateholders. 


 
 

      Section 4.12.  Accumulation Period.
  The Accumulation Period is scheduled to commence on the Accumulation Date; provided,  however, that if the Accumulation Period Length
(determined as described below) on any Determination Date on or after the June 2003 Determination
Date is less than 12 months,upon written notice to the Trustee, the Transferor and each Rating Agency, the Servicer, at its option, may elect to modify the date on which the Accumulation Period
actually commences to the first day of the month that is a number of months prior to the month in which the Class A Expected Final Payment Date occurs at least equal to the Accumulation Period
Length (so that, as a result of such election, the number of Monthly Periods in the Accumulation Period will at least equal the Accumulation Period Length);  provided, however, that (i) the length of the Accumulation Period will not be less than one
month; (ii) such determination of the Accumulation Period Length shall be made on each Determination Date on and after the April 2003 Determination Date but prior to the commencement of
the Accumulation Period, and any election to shorten the Accumulation 




  
Period shall be subject to the subsequent lengthening of the Accumulation Period to the Accumulation Period Length determined on any subsequent Determination Date, but the Accumulation Period shall in
no event commence prior to the Accumulation Date, and (iii) notwithstanding any other provision of the Series 2001-1 Supplement to the contrary, no election to postpone the
commencement of the Accumulation Period shall be made after an Early Amortization Event (as defined in the related Supplement) shall have occurred and be continuing with respect to any other Series.
The "Accumulation Period Length" will mean a number of months such that the amount available for distribution of principal on the Class A Certificates on the Class A Expected Final
Payment Date is expected to equal or exceed the Class A Invested Amount, assuming for this purpose that (1) the payment rate with respect to Collections of Principal Receivables remains
constant at the lowest level of such payment rate during the twelve preceding Monthly Periods (or such lower payment rate as the Servicer may select), (2) the total amount of Principal
Receivables in the Trust (and the principal amount on deposit in the Special Funding Account, if any) remains constant at the level on such date of determination, (3) no Early Amortization
Event with respect to any Series will subsequently occur and (4) no additional Series (other than any Series being issued on such date of determination) will be subsequently issued. Any notice
by the Servicer electing to modify the commencement of the Accumulation Period pursuant to this Section 4.12 shall specify (i) the Accumulation Period Length, (ii) the
commencement date of the Accumulation Period and (iii) the Controlled Accumulation Amount with respect to each Monthly Period during the Accumulation Period. 


 
 

       Section 4.13.  Reserve Account.
  (a) The Servicer shall establish and maintain with an Eligible Institution, which may be the Trustee, in the name of the Trustee, on behalf of the Trust, for the benefit of
the Investor Certificateholders, a segregated trust account with the corporate trust department of such Eligible Institution (the "Reserve Account"), bearing a designation
clearly indicating that the funds deposited therein are held for the benefit of the Investor Certificateholders. The Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Reserve Account and in all proceeds thereof. The Reserve Account shall be under the sole dominion and control of the Trustee for the benefit of the Investor
Certificateholders. If at any time the institution holding the Reserve Account ceases to be an Eligible Institution the Transferor shall notify the Trustee, and the Trustee upon being notified (or the
Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve Account meeting the conditions specified above with an Eligible Institution, and shall transfer any cash or any
investments to such new Reserve Account. The Trustee, at the written direction of the Servicer, shall (i) make withdrawals from the Reserve Account from time to time in an amount up to the
Available Reserve Account Amount at such time, for the purposes set forth in this Supplement, and (ii) on each Distribution Date (from and after the Reserve Account Funding Date) prior to
termination of the Reserve Account make a deposit into the Reserve Account in the amount specified in, and otherwise in accordance with, subsection 4.6(a)(ix). 


    (b)
Funds on deposit in the Reserve Account shall be invested by the Transferor (or, at the direction of the Transferor, by the Servicer or the Trustee on behalf of the Transferor) in
Eligible Investments. Funds on deposit in the Reserve Account on any Transfer Date, after giving effect to any withdrawals from the Reserve Account on such Transfer Date shall be invested in such
investments that will convert or be convertible into cash so that such funds will be available for withdrawal on or prior to the following Transfer Date. The Trustee shall maintain for the benefit of
the Investor Certificateholders possession of the negotiable instruments or certificated securities, if any, evidencing such Eligible Investments. No Eligible Investment shall be disposed of prior to
its maturity. On each Transfer Date, all interest and earnings (net of losses and investment expenses) accrued since the preceding Transfer Date on funds on deposit in the Reserve Account shall be
retained in the Reserve Account to the extent that the Available Reserve Account Amount is less than the Required Reserve Account Amount and the balance, if any, shall be deposited into the Collection
Account for application as Available Series 2001-1 Finance Charge Collections on the following Distribution Date. For purposes of determining the availability of funds or the
balance in the Reserve Account for any reason under this Supplement, except as otherwise provided in the preceding sentence, investment earnings on such funds shall be deemed not to be available or on
deposit. 




  
    (c) On each Transfer Date with respect to the Accumulation Period prior to the payment in full of the Class A Invested Amount and the first Transfer Date with respect to the
Early Amortization Period, the Servicer shall calculate the "Reserve Draw Amount" which shall be equal to the Principal Funding Investment Shortfall with respect to each Transfer Date with respect to
the Accumulation Period or the first Transfer Date with respect to the Early Amortization Period. 


    (d)
In the event that for any Transfer Date the Reserve Draw Amount is greater than zero, the Reserve Draw Amount, up to the Available Reserve Account Amount, shall be withdrawn from
the Reserve Account on such Transfer Date by the Trustee (acting in accordance with the written instructions of the Servicer), deposited into the Collection Account and included in Available
Series 2001-1 Finance Charge Collections for such Transfer Date. 


    (e)
In the event that the Reserve Account Surplus on any Distribution Date, after giving effect to all deposits to and withdrawals from the Reserve Account on and prior to such
Distribution Date, is greater than zero, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Reserve Account, and apply as Excess Finance Charge
Collections, an amount equal to such Reserve Account Surplus. 


    (f)
Upon the earliest to occur of (i) the termination of the Trust pursuant to Article XII of the Agreement, (ii) the day on which the Class A Invested
Amount is paid in full to the Class A Certificateholders, (iii) if the Accumulation Period has not commenced, the occurrence of a Series 2001-1 Early Amortization
Event or a Early Amortization Event and (iv) if the Accumulation Period has commenced, the earlier of the first Transfer Date with respect to the Early Amortization Period and the
Class A Expected Final Payment Date, the Trustee, acting in accordance with the written instructions of the Servicer, shall withdraw from the Reserve Account and apply as Available
Series 2001-1 Finance Charge Collections, all amounts, if any, on deposit in the Reserve Account and the Reserve Account shall be deemed to have terminated for purposes of this
Supplement. 


 
 

      Section 4.14.  Defeasance.
  On any date prior to the Early Amortization Period on which the following conditions have been satisfied: (i) the Transferor has deposited (x) in the Principal Funding
Account, an amount equal to the outstanding principal balance of the Class A Certificates, which amount will be invested in Eligible Investments and (y) in the Reserve Account an amount
equal to or greater than the Covered Amount, as estimated by the Transferor, for the period from the date of the deposit to the Principal Funding Account through the Class A Expected Final
Payment Date; (ii) the Transferor has delivered to the Trustee an opinion of counsel to the effect that such deposit and termination of obligations as described below will not result in the
Trust being required to register as an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and an opinion of counsel to the effect that following such deposit
none of the Trust, the Reserve Account or the Principal Funding Account will be deemed to be an association (or publicly traded partnership) taxable as a corporation; (iii) the Transferor has
delivered to the Trustee a certificate of an officer of the Transferor stating that the Transferor reasonably believes that such deposit and termination of its obligations will not constitute an Early
Amortization Event or any event that, with the giving of notice or the lapse of time, would constitute an Early Amortization Event or a Series 2001-1 Early Amortization Event to
occur; and (iv) the Rating Agency Condition shall have been satisfied; then, the Series 2001-1 Certificates will no longer be entitled to the security interest of the Trust
in the Receivables and, except those set forth in clause (i) above, other Trust assets ("Defeasance"), and the Investor Percentages applicable to the allocation to
the Series 2001-1 Certificateholders of Collections of Principal Receivables, Finance Charge Receivables and Defaulted Receivables will be reduced to zero. Upon the satisfaction of
the foregoing conditions, the Class B Invested Amount will be reduced to zero. 


 
 

       Section 4.15.  Determination of LIBOR
  (a) On each LIBOR Determination Date, the Trustee shall determine LIBOR on the basis of the rate for deposits in United States dollars for a one-month period which
appears on Telerate Page 3750 as of 11:00 a.m., London time, on such date. If such rate does not appear on Telerate Page 3750, the rate for that LIBOR Determination Date shall be determined on
the basis of the rates at which deposits in United States dollars are offered by the Reference Banks at approximately 11:00 a.m., London time, on that day to prime banks in the London interbank
market for a one-month period. The Trustee shall request the principal London office of each of the Reference Banks to provide a quotation of its rate. If at least two such quotations are
provided, the rate for that LIBOR Determination Date will be the
arithmetic mean of the quotations. If fewer than two quotations are provided as requested, the rate for that LIBOR Determination Date will be the arithmetic mean of the rates quoted by major banks in
New York City, selected by the Servicer, at approximately 11:00 a.m., New York City time, on that day for loans in United States dollars to leading European banks for a one-month
period. 









  




    (b)
The Class A Certificate Rate applicable to the then current and the immediately preceding Interest Accrual Periods may be obtained by any Class A Certificateholder
by telephoning the Trustee at (612) 667-2484. 


    (c)
On each LIBOR Determination Date, the Trustee shall send to the Servicer by facsimile notification of LIBOR for the following Interest Accrual Period. 


 
 

ARTICLE V    
    
    DISTRIBUTIONS AND REPORTS TO SERIES 2001-1 INVESTOR
  CERTIFICATEHOLDERS    



 
 
       Section 5.1.  Distributions.
  


    (a) On
each Distribution Date, the Paying Agent shall distribute to each Class A Certificateholder of record on the related Record Date (other than as provided
in Section 12.2 of the Agreement) such Class A Certificateholder's pro rata share of the amounts that are available on such Distribution
Date to pay interest on the Class A Certificates pursuant to this Supplement. 


    (b) On
the Class A Expected Final Payment Date and on each Distribution Date thereafter, and on each Distribution Date with respect to the Early Amortization
Period, the Paying Agent shall distribute to each Class A Certificateholder of record on the related Record Date (other than as provided in Section 12.2 of the Agreement) such
Class A Certificateholder's pro rata share of the amounts that are available on such date to pay principal of the Class A Certificates
pursuant to this Supplement up to a maximum amount on any such date equal to the Class A Invested Amount on such date. On each Distribution Date on and after the Distribution Date on which the
Class A Invested Amount is paid in full, the Paying Agent shall distribute to each Class B Certificateholder of record on the related Record Date (other than as provided in
Section 12.2 of the Agreement) such Class B Certificateholder's pro rata share of the amounts that are available on such date to pay
principal of the Class B Certificates pursuant to this Supplement up to a maximum amount on any such date equal to the Class B Invested Amount on such date. 


    (c) The
distributions to be made pursuant to this Section 5.1 are subject to the provisions of Sections 2.6, 10.1 and 12.2 of the Agreement and
Section 8.1. 


    (d) Except
as provided in Section 12.2 of the Agreement with respect to a final distribution, distributions to Series 2001-1
Certificateholders hereunder shall be made by check mailed to each Series 2001-1 Certificateholder at such Series 2001-1 Certificateholder's address appearing in
the Certificate Register without presentation or surrender of any Series 2001-1 Certificate or the making of any notation thereon;  provided, however,
that with respect to Series 2001-1 Certificates registered in the
name of a Clearing Agency, such distributions shall be made to such Clearing Agency in immediately available funds; provided,  further, that the final
payment in retirement of the Class A Certificates will be made only upon presentation and surrender of the Class A
Certificates at the offices specified in the notice of such final distribution delivered by the Trustee pursuant to Section 12.2 of the Agreement. 


 
 

       Section 5.2.  Reports and Statements to Series 2001-1 Certificateholders.
  


    (a) On
each Distribution Date, the Paying Agent, on behalf of the Trustee, shall forward to each Class A Certificateholder a statement substantially in the form
of Exhibit B prepared by the Servicer. 


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


    (c) On
or before January 31 of each calendar year, beginning with calendar year 2002, the Paying Agent, on behalf of the Trustee, shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year was a Series 2001-1 Certificateholder, a statement prepared by the 




  
Servicer containing the information which is required to be contained in the statement to Series 2001-1 Certificateholders, as set forth in paragraph (a) or (b) above,
as applicable, aggregated for such calendar year or the applicable portion thereof during which such Person was a Series 2001-1 Certificateholder, together with other information as
is required to be provided by an issuer of indebtedness under the Internal Revenue Code. Such obligation of the Servicer shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Paying Agent pursuant to any requirements of the Internal Revenue Code as from time to time in effect. 


 
 

ARTICLE VI    
    
    EARLY AMORTIZATION EVENTS    



 
 
       Section 6.1.  Series 2001-1 Early Amortization Events.
  If any one of the following events shall occur with respect to the Series 2001-1 Certificates: 


    (a) failure
on the part of (i) RNB duly to observe or perform in any material respect any covenants or agreements of RNB set forth in the Bank Purchase
Agreement, (ii) TCC duly to observe or perform in any material respect any covenants or agreements of TCC set forth in the Receivables Purchase Agreement or (iii) the Transferor
(A) to make any payment or deposit required to be made by the Transferor by the terms of (I) the Agreement or (II) this Supplement, on or before the date occurring five Business
Days after the date such payment or deposit is required to be made herein, (B) to perform in all material respects the Transferor's covenant not to sell, pledge, assign, or transfer to any
person, or grant any unpermitted lien on, any Receivable; or (C) duly to observe or perform in any material respect any covenants or agreements of the Transferor set forth in the Agreement or
this Supplement, which failure under clause (i), (ii) or (iii) has a material adverse effect on the Series 2001-1 Certificateholders and which continues
unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the
Transferor and the Trustee by any Holder of Series 2001-1 Certificates; 


    (b) any
representation or warranty made by RNB in the Bank Purchase Agreement, TCC in the Receivables Purchase Agreement or the Transferor in the Agreement or this
Supplement (i) shall prove to have been incorrect in any material respect when made, which continues to be incorrect in any material respect for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall have been given to the Transferor by the Trustee, or to the Transferor and the Trustee by any Holder of
Series 2001-1 Certificates, and (ii) as a result of which the interests of the Series 2001-1 Certificateholders are materially and adversely affected;  provided, however, that a Series 2001-1 Early Amortization Event pursuant to this
subsection 6.1(b) shall not be deemed to have occurred hereunder if the Transferor has accepted designation of the related Receivable as an Ineligible Receivable during such period in accordance with
the provisions of the Agreement; 


    (c) the
average of the Portfolio Yields for any three consecutive Monthly Periods is reduced to a rate which is less than the average of the Base Rates for such three
consecutive Monthly Periods; 


    (d) (i) a
failure by TCC or the Transferor to make an Addition within five Business Days after the Required Designation Date or (ii) the Class B
Invested Amount shall be less than 5% of the Initial Invested Amount; 


    (e) any
Servicer Default shall occur which would have a material adverse effect on the Series 2001-1 Certificateholders; or 


    (f)  the
amount on deposit in the Special Funding Account as a percentage of the sum of the aggregate amount of Principal Receivables plus the amount on deposit in the
Special Funding Account shall equal or exceed 30% on the last day of three consecutive Monthly Periods; 




  
then, the Trustee shall within five days publish a notice of such Early Amortization Event and in the case of any event described in subparagraph (a), (b) or (e), after the applicable grace
period, if any, set forth in such subparagraphs, the Holders of Series 2001-1 Certificates evidencing undivided interests aggregating more than 50% of the Invested Amount of this
Series 2001-1 by notice then given in writing to the Trustee, the Transferor and the Servicer may declare that a early amortization event (a
"Series 2001-1 Early Amortization Event") has occurred as of the date of such notice, and in the case of any event described in subparagraphs (c),
(d) or (f), a Series 2001-1 Early Amortization Event shall occur without any notice or other action on the part of the Trustee or the Series 2001-1
Certificateholders immediately upon the occurrence of such event. The Trustee shall provide to the Transferor a copy of any notice received from any Holder of Series 2001-1
Certificates and the Transferor shall provide to the RNB or TCC, as applicable, a copy of any notice received from the Trustee or any Holder of Series 2001-1 Certificates under
subparagraphs (a) and (b) above if such notice shall relate to a covenant, agreement, representation or warranty by RNB or TCC, respectively. 


 
 

ARTICLE VII    
    
    OPTIONAL REPURCHASE; SERIES TERMINATION;
  SALE OF CLASS B CERTIFICATES    



 
 
       Section 7.1.  Optional Repurchase.
  The Series 2001-1 Certificates shall be subject to termination by the Transferor at its option on any Distribution Date on or after the Distribution Date on which
the Class A Invested Amount is reduced to an amount less than or equal to 10% of the highest Class A Invested Amount outstanding at any time. The deposit required in connection with any
such termination and final distribution shall be equal to the Class A Invested Amount plus accrued and unpaid interest on the Series 2001-1 Certificates through the day prior
to the Distribution Date on which the final distribution occurs. 


 
 

       Section 7.2.  Series 2001-1 Termination.
  (a) If, on the May 2008 Distribution Date, the Invested Amount (after giving effect to all changes therein on such date) would be greater than zero, the Servicer, on
behalf of the Trustee, shall, within the forty-day period which begins on such Distribution Date, solicit bids for the sale of Principal Receivables and the related Finance Charge
Receivables (or interests therein) in the amount specified in subsection 12.2(c) of the Agreement. Such bids shall require that such sale shall (subject to Section 7.2(b)) occur on the
Scheduled Series 2001-1 Termination Date. The Transferor shall be entitled to participate in, and to receive from the Trustee a copy of each other bid submitted in connection with,
such bidding process. 


    (b) The
Servicer, on behalf of the Trustee, shall sell such Receivables (or interests therein) on the Scheduled Series 2001-1 Termination Date to the
bidder who made the highest cash purchase offer. The proceeds of any such sale shall be treated as Collections on the Receivables to be allocated to the Series 2001-1
Certificateholders pursuant to the Agreement and this Supplement; provided, however, that the Servicer
shall determine conclusively the amount of such proceeds which are allocable to Finance Charge Receivables and the amount of such proceeds which are allocable to Principal Receivables. During the
period from the May 2008 Distribution Date to the Scheduled Series 2001-1 Termination Date, the Servicer shall continue to collect payments on the Receivables and allocate
and deposit such Collections in accordance with the provisions of the Agreement and this Supplement. 


 
 

       Section 7.3.  Reduction of Class B Invested Amount During the Revolving Period; Designation of Class B Certificate Terms; Sale of  Class B Certificates.
  (a) The Class B Invested Amount may be reduced during the Revolving Period by distributing Collections of Principal Receivables to the Class B Certificateholders
in accordance with Section 4.6(b), provided that (i) the Rating Agency Condition shall have been satisfied with respect to such reduction
and (ii) the Transferor shall have delivered to the Trustee an Officer's Certificate stating that the Transferor reasonably believes that such reduction will not, based on the facts known to
such officer at the time of such certification, cause an Early Amortization Event or any event that, after the giving of notice or the lapse of time or both, would constitute an Early Amortization
Event. 




  
    (b) The Transferor may at any time, without the consent of the Investor Certificateholders, (i) sell or transfer all or a portion of the Class B
Certificates and (ii) in connection with any such sale or transfer, enter into a supplemental agreement with the Trustee pursuant to which the Transferor and the Trustee may amend the
Class B Certificate Rate, set forth the amount of monthly interest due Class B Certificateholders (the "Class B Interest"), provide for the payment of
additional amounts (the "Class B Additional Interest") with respect to any shortfall (the "Class B Interest Shortfall") in such
Class B Interest and provide for such other provisions with respect to the Class B Certificates as may be specified in such supplemental agreement,  provided that in each such case (A) the
Transferor shall have given notice to the Trustee, the Servicer and the Rating Agencies of such proposed
sale or transfer of the Class B Certificates and such supplemental agreement at least five business days prior to the consummation of such sale or transfer and the execution of such proposed
supplemental agreement;
(B) the Rating Agency Condition shall have been satisfied; (C) no Early Amortization Event shall have occurred prior to the consummation of such proposed sale or transfer of
Class B Certificates or the execution of such supplemental agreement; (D) the Transferor shall have delivered an Officer's Certificate, dated the date of the consummation of such sale or
transfer and the effectiveness of such supplemental agreement, to the effect that, in the reasonable belief of the Transferor, such action will not, based on the facts known to such officer at the
time of such certification, cause an Early Amortization Event to occur with respect to any Series, and (E) the Transferor will have delivered a Tax Opinion, dated the date of such certificate
with respect to such action; provided, further, (i) as a condition to the sale or transfer of all
or a portion of the Class B Certificates the transferee shall be required to agree not to institute against, or join any other Person in instituting against, the Trust or the Transferor any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding, or other proceeding under any federal or state bankruptcy or similar law, for one year and one day after all Investor
Certificates are paid in full and (ii) the Class B Certificates may not be sold or transferred, in whole or in part, to Target Capital Corporation. 


 
 

      Section 7.4.  Purchase of the Class A Certificates by the Transferor.
  The Transferor may from time to time, purchase Class A Certificates on the secondary market and request the Trustee to cancel such Class A Certificates held by the
Transferor and reduce the Class A Invested Amount by a corresponding amount. 


 
 

ARTICLE VIII    
    
    FINAL DISTRIBUTION    




 
 
      Section 8.1.  Sale of Receivables or Certificateholders' Interest pursuant to Section 2.6 or 10.1 of the Agreement and Section 7.1 or  7.2 of this Supplement.
  


    (a) The
amount to be paid by the Transferor with respect to Series 2001-1 in connection with a reassignment of Receivables to the Transferor pursuant
to Section 2.6 of the Agreement or a repurchase of the Certificateholder's Interest pursuant to Section 10.1 shall equal the Reassignment Amount for the first Distribution Date following
the Monthly Period in which the reassignment obligation arises under the Agreement. 


    (b) With
respect to the Reassignment Amount deposited into the Collection Account pursuant to Sections 7.1 or 8.1 or any amounts allocable to the
Series 2001-1 Certificateholders' Interest deposited into the Collection Account pursuant to Section 7.2, the Trustee shall, not later than 10:00 a.m., New York City
time, on the related Distribution Date, make deposits or distributions of the following amounts (in the priority set forth below and, in each case after giving effect to any deposits and distributions
otherwise to be made on such date) in immediately available funds: (i) (x) the Class A
Invested Amount on such Distribution Date will be distributed to the Paying Agent for payment to the Class A Certificateholders and (y) an amount equal to the sum of
(A) Class A Interest for such Distribution Date, (B) any Class A Interest previously due but not distributed 









  




to
the Class A Certificateholders on a prior Distribution Date and (C) the amount of Class A Additional Interest, if any, for such Distribution Date and any Class A
Additional Interest previously due but not distributed to the Class A Certificateholders on any prior Distribution Date, will be distributed to the Paying Agent for payment to the
Class A Certificateholders, (ii) (x) the Class B Invested Amount on such Distribution Date will be distributed to the Paying Agent for payment to the Class B
Certificateholders and (y) an amount equal to the sum of (A) Class B Monthly Interest for such Distribution Date, (B) any Class B Monthly Interest previously due but
not distributed to the Class B Certificateholders on a prior Distribution Date and (C) the amount of Class B Additional Interest, if any, for such Distribution Date and any
Class B Additional Interest previously due but not distributed to the Class B Certificateholders on any prior Distribution Date, will be distributed to the Paying Agent for payment to
the Class B Certificateholders, (iii) any other amounts payable pursuant to subsection 4.6(a) shall be paid in accordance therewith and (iv) the balance, if any, will be
distributed to the Holder of the Transferor Certificate. 


    (c) Notwithstanding
anything to the contrary in this Supplement or the Agreement, all amounts distributed to the Paying Agent pursuant to Section 8.1(b) for
payment to the Series 2001-1 Certificateholders shall be deemed distributed in full to the Series 2001-1 Certificateholders on the date on which such funds are
distributed to the Paying Agent pursuant to this Section and shall be deemed to be a final distribution pursuant to Section 12.2 of the Agreement. 


 
 

ARTICLE IX    
    
    MISCELLANEOUS PROVISIONS    



 
 
       Section 9.1.  Delivery and Payment for the Series 2001-1 Certificates.
  The Transferor shall execute and deliver the Series 2001-1 Certificates to the Trustee for authentication in accordance with Section 6.1 of the Agreement.
The Trustee shall deliver the Series 2001-1 Certificates to or upon the order of the Transferor when authenticated in accordance with Section 6.2 of the Agreement. 



 
 

      Section 9.2.  Form of Delivery of Series 2001-1 Certificates.
  The Class A certificates and the Class B Certificates shall be delivered as Registered Certificates as provided in Section 6.1 of the Agreement. 


 
 

       Section 9.3.  Legend on Class B Certificates.
  


    Each
Class B Certificate will bear a legend substantially in the following form: 



EACH
PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF TARGET RECEIVABLES CORPORATION AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO ANY FEDERAL, STATE OR
LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF
A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V), ANY INSURANCE COMPANY GENERAL ACCOUNT, BUT
EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED). 


THIS
CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED ON OR THROUGH (I) AN "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF
SECTION 




  
7704(b)(1) OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL REGULATION THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER MARKET OR AN INTERDEALER QUOTATION SYSTEM
THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) A "SECONDARY MARKET" WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY
REGULATION THEREUNDER INCLUDING A MARKET WHEREIN INTERESTS IN THE CLASS B CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON REGULARLY
MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT TO INTERESTS IN THE CLASS B CERTIFICATES AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS. 


THIS
CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR "BLUE SKY" LAWS OF THE UNITED STATES OR OTHER JURISDICTION.
NEITHER THIS CERTIFICATE
NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT AND ANY APPLICABLE PROVISIONS OF ANY STATE
SECURITIES OR "BLUE SKY" LAWS OF THE UNITED STATES OR OTHER JURISDICTION OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS AND IN ACCORDANCE WITH THE PROVISIONS OF THE SERIES
2001-1 SUPPLEMENT. 




 
 

       Section 9.4.  Ratification of Agreement.
  As supplemented by this Supplement, the Agreement is in all respects ratified and confirmed and the Agreement as so supplemented by this Supplement shall be read, taken, and construed
as one and the same instrument. 


 
 

      Section 9.5.  Counterparts.
  This Supplement may be executed in any number of 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 9.6.  Paired Series.
  Subject to satisfaction of the Rating Agency Condition, and prior to the commencement of the Early Amortization Period, the Series 2001-1 Certificates may be paired
with one or more other Series (each a "Paired Series"). Each Paired Series either will be pre-funded with an initial deposit to a prefunding account in an
amount up to the initial principal balance of such Paired Series and primarily from the proceeds of the sale of such Paired Series or will have a variable principal amount. Any such prefunding account
will be held for the benefit of such Paired Series and not for the benefit of the Series 2001-1 Certificateholders. As principal is paid with respect to the
Series 2001-1 Certificates, either (i) in the case of a prefunded Paired Series, an equal amount of funds on deposit in any prefunding account for such prefunded Paired
Series will be released (which funds will be distributed to the Transferor) or (ii) in the case of a Paired Series having a variable principal amount, an interest in such variable Paired Series
in an equal or lesser amount may be sold by the Trust (and the proceeds thereof will be distributed to the Transferor) and, in either case, the invested amount in the Trust of such Paired Series will
increase by up to a corresponding amount. Upon payment in full of the Series 2001-1 Certificates, assuming that there have been no unreimbursed charge-offs with respect
to any related Paired Series, the aggregate invested amount of such related Paired Series will have been increased by an amount up to an aggregate amount equal to the Invested Amount paid to the
Series 2001-1 Certificateholders since the issuance of such Paired Series. The issuance of a Paired Series will be subject to the conditions described in subsection 6.3 of the
Agreement. 


 
 

       Section 9.7.  Jurisdiction; Service.
  Solely with respect to the Agreement (as supplemented hereby and as further amended, modified or supplemented from time to time) and the transactions and other matters contemplated
thereby or relating thereto, each of the parties hereto hereby irrevocably 




  
and unconditionally agrees (a) to be subject to the jurisdiction of the courts of the State of Delaware and of the federal courts sitting in the State of Delaware, and (b)(i) to the
extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party's agent for acceptance of legal
process, and (ii) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting
evidence of valid service, and that service made pursuant to (b)(i) or (ii) above shall have the same legal force and effect as if served upon such party personally within the State of
Delaware. For purposes of implementing the parties' foregoing agreement to appoint and maintain an agent for service of process in the State of Delaware solely in respect of the Agreement and the
transactions and other matters contemplated thereby or relating thereto, each such party that has not as of the date hereof already duly appointed such an agent does hereby appoint RL&F Service Corp.,
One Rodney Square, 10th Floor, Wilmington, Delaware 19801, as such agent. 


 
 
 

    Section 9.8. GOVERNING LAW. THIS SUPPLEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF DELAWARE 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.


 
 

       Section 9.9.  Instructions in Writing.
  All instructions or other communications given by the Servicer or any other person to the Trustee pursuant to this Supplement shall be in writing. 



 
 
 

       Section 9.10.  Target VISA Automatic Addition Limitation.
  The Transferor shall elect to terminate the inclusion in Accounts of new accounts which would otherwise be Automatic Additional Accounts in accordance with subsection
2.9(d)(i) of the Agreement if on any Determination Date the percentage equivalent of a fraction the numerator of which is the number of Target VISA accounts originated through responses from
obligors who were not previously customers of Target Corporation or any of its subsidiaries (i) to mass mailings of new account solicitations and (ii) to internet advertising on web
sites other than the web sites of Target Corporation or any of its subsidiaries, and the denominator of which is the aggregate number of Target VISA accounts designated to have their Receivables
included in the Trust on that Determination Date, exceeds 15%. If such limitation is exceeded, the Transferor shall deliver to the Trustee, the Servicer and each Rating Agency written notice of the
Automatic Addition Suspension Date or the Automatic Addition Termination Date. If on any subsequent Determination Date such percentage shall be less than 15%, the Transferor may provide notice of a
Restart Date in accordance with subsection 2.9(d) of the Agreement. 


 
 

      Section 9.11.  Eligible Investments.
  In order to qualify as an "Eligible Investment," each type of investment described in clauses (b), (c), (d) and (f) of the definition of "Eligible Investments" in
Section 1.1 of the Agreement must be rated "A-1+" by Standard & Poor's. 




  
    IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have caused this Series 2001-1 Supplement to be duly executed by their respective officers as of
the day and year first above written. 



	 	 	TARGET RECEIVABLES CORPORATION,

  Transferor
	

 	
 	

By:	

/s/ Stephen C. Kowalke   

	 	 	 	Name: Stephen C. Kowalke
	 	 	 	Title: Vice President and Treasurer
	

 	
 	
RETAILERS NATIONAL BANK,

  Servicer
	

 	
 	

By:	

/s/ Stephen C. Kowalke   

	 	 	 	Name: Stephen C. Kowalke
	 	 	 	Title: Assistant Treasurer
	

 	
 	
WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION,

  Trustee
	

 	
 	

By:	

/s/ S. Dignan   

	 	 	 	Name: S. Dignan
	 	 	 	Title: Corporate Trust Officer












 
 

Exhibit A-1    



 
 

FORM OF CLASS A INVESTOR CERTIFICATE    




	REGISTERED	 	$[            ]
	

No. [            ]	
 	

CUSIP NO. 87613F AA 0





UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. 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.  


TARGET CREDIT CARD MASTER TRUST 


SERIES
2001-1 


FLOATING
RATE CLASS A ASSET BACKED CERTIFICATE 


Evidencing
an undivided interest in a trust, the corpus of which consists of receivables generated from time to time in the ordinary course of business from a portfolio of consumer open end credit
card accounts generated or to be generated by Retailers National Bank ("RNB" or the "Servicer") and other assets and interests constituting the Trust under the Agreement described below. 



    (Not
an interest in or a recourse obligation of Target Receivables Corporation, Target Capital Corporation or RNB or any affiliate of any of them.) 


    This
certifies that CEDE & CO. (the "Certificateholder") is the registered owner of a fractional undivided interest in the Target Credit Card Master Trust (the "Trust") issued
pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000, as amended (the "Pooling and Servicing Agreement"; such term to include any amendment thereto)
by and between Target Receivables Corporation, as Transferor (the "Transferor"), RNB, as the Servicer, and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank Minnesota,
National Association), as Trustee (the "Trustee"), and the Series 2001-1 Supplement, dated as of August 22, 2001 (the "Series 2001-1 Supplement"), among
the Transferor, the Servicer and the Trustee. The Pooling and Servicing Agreement, as supplemented by the Series 2001-1 Supplement, is herein referred to as the "Agreement"). The
corpus of the Trust consists of all of the Transferor's right, title and interest in, to and under the Trust Assets (as defined in the Agreement). 


    This
Certificate does not purport to summarize the Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Certificate is one of a class of Certificates entitled "Target Credit Card Master Trust $750,000,000 Floating Rate Class A Asset Backed Certificates,
Series 2001-1" (the "Class A Certificates"), each of which represents a fractional undivided interest in the Trust, and is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is
bound. 


    The
Transferor has structured the Agreement, the Class A Certificates and the "Target Credit Card Master Trust $250,000,000 Class B Asset Backed Certificates,
Series 2001-1" (the "Class B Certificates") with the intention that the Class A Certificates will qualify under applicable tax law as 





 
debt, and both the Transferor and each holder of a Class A Certificate (a "Class A Certificateholder") or any interest therein by acceptance of its Certificate or any interest therein,
agrees to treat the Class A Certificates for purposes of federal, state and local income or franchise taxes and any other tax imposed on or measured by income, as debt. 


    No
principal will be payable to the Class A Certificateholders until the earlier of (i) the first Distribution Date in the Early Amortization Period and (ii) the
Class A Expected Final Payment Date. 


    Each
Class A Certificate represents the right to receive interest at a per annum rate equal to the London Interbank Offered Rate ("LIBOR") for one-month U.S. Dollar
deposits in Europe (determined as set forth in the Pooling and Servicing Agreement) on the applicable LIBOR Determination Date, in each case plus 0.11% per annum (such rate, as in effect from time to
time, the "Class A Certificate Rate"). Interest on the Class A Certificates will accrue from the Closing Date and will be distributed on September 25, 2001, and on the 25th day of
each month thereafter, or if such day is not a business day, on the next succeeding business day (each, a "Distribution Date"), in an amount equal to the product of (a) the Class A
Certificate Rate for the period from and including the preceding Distribution Date to and excluding such Distribution Date (the "Interest Accrual Period"), (b) the outstanding principal balance
of the Class A Certificates as of the last day of the preceding Monthly Period (or in the case of the first Distribution Date, the initial Class A Invested Amount) and (c) a
fraction, the numerator of which is the actual number of days in the related Interest Accrual Period and the denominator of which is 360. 


    Principal
is scheduled to be paid in full on the July 2004 Distribution Date for the Class A Certificates, but may be paid earlier or later in certain circumstances.
Unpaid principal, together with interest, will be payable monthly to Class A Certificateholders following the Class A Expected Final Payment Date to the extent principal has not been
paid in full on the Class A Expected Final Payment Date. However, no payments of principal or interest will be made on the Series 2001-1 Certificates after the
Series 2001-1 Termination Date, regardless of whether principal and interest have been paid in full with respect thereto. Interest will be distributed to the Class A
Certificateholders monthly on each Distribution Date prior to the Series Termination Date. Interest for any Distribution Date will include accrued interest at the Class A Certificate Rate from
and including the preceding Distribution Date or, in the case of the first Distribution Date from and including the Closing Date, to but excluding such Distribution Date. Interest for any Distribution
Date due but not paid on any Distribution Date will be due on the next succeeding Distribution Date together with, to the extent permitted by applicable law, additional interest on such amount at the
Class A Certificate Rate plus 2% per annum. 


    In
general, payments of principal with respect to the Class A Certificates are limited to the Class A Invested Amount, which may be less than the unpaid principal
balance of the Class A Certificates. The Class A Expected Final Payment Date is the July 2004 Distribution Date, but principal with respect to the Class A Certificates may
be paid earlier or later under certain circumstances described in the Agreement and the Series 2001-1 Supplement. If for one or more months during the Accumulation Period there are
not sufficient funds to pay the Controlled Deposit Amount, then to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Accumulation Period to make up
for such shortfalls, the final payment of principal of the Class A Certificates will occur later than the Class A Expected Final Payment Date. 


    Unless
the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the
Agreement, or be valid for any purpose. 





 
    IN WITNESS WHEREOF, the Transferor has caused this Certificate to be duly executed under its official seal. 



	 	 	TARGET RECEIVABLES CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:





Dated:
                             ,         


CERTIFICATE
OF AUTHENTICATION 


    This
is one of the Class A Certificates referred to in the within-mentioned Pooling and Servicing Agreement. 



	 	 	WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:












Exhibit A-2



 
 

FORM OF CLASS B INVESTOR CERTIFICATE    




	REGISTERED	 	$[            ]
	

No. [            ]	
 	

 





EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF TARGET RECEIVABLES CORPORATION AND THE TRUSTEE THAT SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION
4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, SUBJECT TO
ANY FEDERAL, STATE OR LOCAL LAW WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, (IV) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE
PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY OR (V) A PERSON INVESTING "PLAN ASSETS" OF ANY SUCH PLAN (INCLUDING FOR PURPOSES OF CLAUSES (IV) AND (V), ANY INSURANCE COMPANY
GENERAL ACCOUNT, BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED).


THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED ON OR THROUGH (I) AN "ESTABLISHED SECURITIES
MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL REGULATION THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-COUNTER
MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) A "SECONDARY MARKET" WITHIN THE MEANING OF SECTION 7704(b)(2) OF THE CODE AND ANY
PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER INCLUDING A MARKET WHEREIN INTERESTS IN THE CLASS B CERTIFICATES ARE REGULARLY QUOTED BY ANY PERSON MAKING A MARKET IN SUCH INTERESTS AND A
MARKET WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT TO INTERESTS IN THE CLASS B CERTIFICATES AND STANDS READY TO
EFFECT BUY OR SELL TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS.


THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES OR "BLUE SKY" LAWS OF THE UNITED STATES OR
OTHER JURISDICTION. NEITHER THIS CERTIFICATE NOR ANY PORTION HEREOF MAY BE OFFERED, SOLD PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION PROVISIONS OF THE SECURITIES ACT
AND ANY APPLICABLE PROVISIONS OF ANY STATE SECURITIES OR "BLUE SKY" LAWS OF THE UNITED STATES OR OTHER JURISDICTION OR PURSUANT TO AN AVAILABLE EXEMPTION FROM SUCH REGISTRATION PROVISIONS AND IN
ACCORDANCE WITH THE PROVISIONS OF THE SERIES 2001-1 SUPPLEMENT.


TARGET CREDIT CARD MASTER TRUST 


SERIES
2001-1 


$            
CLASS B ASSET BACKED CERTIFICATE 


    Evidencing
an undivided interest in a trust, the corpus of which consists of receivables generated from time to time in the ordinary course of business from a portfolio of consumer
open end credit card accounts generated or to be generated by Retailers National Bank ("RNB" or the "Servicer") and other assets and interests constituting the Trust under the Agreement described
below. 




 
    (Not an interest in or a recourse obligation of Target Receivables Corporation, Target Capital Corporation or RNB or any affiliate of any of them.) 


    This
certifies that Target Receivables Corporation (the "Certificateholder") is the registered owner of a fractional undivided interest in the Target Credit Card Master Trust (the
"Trust") issued pursuant to the Amended and Restated Pooling and Servicing Agreement, dated as of April 28, 2000 (the "Pooling and Servicing Agreement," such term to include any amendment
thereto) by and between Target Receivables Corporation, as Transferor (the "Transferor"), RNB as the Servicer, and Wells Fargo Bank Minnesota, National Association (formerly known as Norwest Bank
Minnesota, National Association),
as Trustee (the "Trustee"), and the Series 2001-1 Supplement, dated as of August 22, 2001 (the "Series 2001-1 Supplement"), among the Transferor, RNB, as
Servicer and the Trustee. The Pooling and Servicing Agreement, as supplemented by the Series 2001-1 Supplement, is herein referred to as the "Agreement". The corpus of the Trust
consists of all of the Transferor's right, title and interest in, to and under the Trust Assets (as defined in the Agreement). 


    This
Certificate does not purport to summarize the Agreement and reference is made to that Agreement for information with respect to the interests, rights, benefits, obligations,
proceeds, and duties evidenced hereby and the rights, duties and obligations of the Trustee. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Certificate is one of a class of Certificates entitled "Target Credit Card Master Trust $250,000,000 Class B Asset Backed Certificates, Series 2001-1"
(the "Class B Certificates"), each of which represents a fractional undivided interest in the Trust, and is issued under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by virtue of the acceptance hereof assents and by which the Certificateholder is bound. 


    Unless
the Rating Agency Condition and certain other conditions set forth in the Series 2001-1 Supplement are satisfied, (i) no principal will be payable to
the Class B Certificateholders until the Class A Invested Amount is paid in full and (ii) no interest will accrue on the unpaid principal amount of the Class B
Certificates. Principal is scheduled to be paid in full to the Class A Certificates on the July 2004 Distribution Date. 


    In
general, payments of principal with respect to the Class B Certificates are limited to the Class B Invested Amount, which may be less than the unpaid principal
balance of the Class B Certificates. 


    Unless
the certificate of authentication hereon has been executed by or on behalf of the Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the
Agreement, or be valid for any purpose. 


    IN
WITNESS WHEREOF, the Transferor has caused this Certificate to be duly executed under its official seal. 



	 	 	TARGET RECEIVABLES CORPORATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:





Dated:
                             ,         




 CERTIFICATE OF AUTHENTICATION 


    This
is one of the Class B Certificates referred to in the within-mentioned Pooling and Servicing Agreement. 



	 	 	WELLS FARGO BANK MINNESOTA,

NATIONAL ASSOCIATION
	

 	
 	

By:	

 
	 	 	 	
 Name:

Title:












 
 

EXHIBIT B    



 
 

FORM OF MONTHLY SERIES 2001-1 CERTIFICATEHOLDERS' STATEMENT    





 
EXHIBIT C 


 
 

FORM OF MONTHLY SERVICER'S CERTIFICATE    



 
 

RETAILERS NATIONAL BANK    
    
    TARGET CREDIT CARD MASTER TRUST
  SERIES 2001-1    
  


    The undersigned, a duly authorized representative of Retailers National Bank, as Servicer ("RNB"), pursuant to the Amended and Restated Pooling and Servicing
Agreement, dated as of April 28, 2000 (as may be amended, from time to time, the "Agreement"), as supplemented by the Series 2001-1 Supplement (as amended and supplemented,
the "Series Supplement"), dated as of August 22, 2001 among RNB, Target Receivables Corporation and Wells Fargo Bank Minnesota, National Association, does hereby certify as follows: 


    1.  Capitalized
terms used in this Certificate have their respective meanings as set forth in the Agreement or the Series Supplement, as applicable. 


    2.  RNB
is, as of the date hereof, the Servicer under the Agreement. 



    3.  The
undersigned is a Servicing Officer. 


    4.  This
Certificate relates to the Distribution Date occurring on                ,
       (the "          Distribution Date"). 


    5.  As
of the date hereof, to the best knowledge of the undersigned, the Servicer has performed in all material respects all its obligations under the Agreement through
the Monthly Period preceding such Distribution Date [or, if there has been a default in the performance of any such obligation, set forth in detail the (i) nature of such default,
(ii) the action taken by the Servicer, if any, to remedy such default and (iii) the current status of each such default; if applicable, insert "None"]. 


    6.  As
of the date hereof, to the best knowledge of the undersigned, no Early Amortization Event occurred on or prior to such Distribution Date. 


    IN
WITNESS WHEREOF, the undersigned has duly executed and delivered this Certificate this        day of
                   . 



	 	 	RETAILERS NATIONAL BANK,

  as Servicer
	  	 	 	 
	

 	
 	

By:	

 
	 	 	 	

	 	 	 	Name:
	 	 	 	Title: