<PAGE>

EXHIBIT 4.5 - FORM OF INDENTURE SUPPLEMENT


                       FNANB CREDIT CARD MASTER NOTE TRUST

                                     Issuer,

                                       and


                               JPMORGAN CHASE BANK

                                Indenture Trustee


                       SERIES [_____] INDENTURE SUPPLEMENT

                                 Dated as of [     ]

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
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                                                                                          Page
<S>                                                                                       <C>
ARTICLE I        CREATION OF THE SERIES [_____] NOTES .................................      1

     Section 1.1      Designation .....................................................      1

ARTICLE II       DEFINITIONS ..........................................................      1

     Section 2.1      Definitions .....................................................      1

     Section 2.2      Minimum Transferor Interest Percentage and Minimum Aggregate
                      Principal Receivables ...........................................     22

     Section 2.3      Reassignment and Transfer Terms .................................     22

     Section 2.4      Delivery and Payment for the Notes ..............................     22

     Section 2.5      Form of Delivery of the Series [_____] Notes ....................     22

ARTICLE III      SERVICING COMPENSATION ...............................................     23

     Section 3.1 ......................................................................     23

ARTICLE IV       RIGHTS OF SERIES [_____] NOTEHOLDERS AND ALLOCATION AND APPLICATION OF
                 COLLECTIONS ..........................................................     23

     Section 4.1      Collections and Allocations .....................................     23

     Section 4.2      Determination of Monthly Interest ...............................     25

     Section 4.3      Determination of LIBOR ..........................................     28

     Section 4.4      Determination of Monthly Principal ..............................     28

     Section 4.5      Application of Available Funds and Available Principal
                      Collections .....................................................     31

     Section 4.6      Finance Charge Shortfall ........................................     35

     Section 4.7      Investor Charge-Offs ............................................     35

     Section 4.8      Subordinated Principal Collections ..............................     36

     Section 4.9      Principal Shortfall .............................................     36

     Section 4.10     The Policy ......................................................     37

     Section 4.11     Principal Funding Account .......................................     38

     Section 4.12     Reserve Account .................................................     39

     Section 4.13     Postponement of Accumulation Period .............................     42

     Section 4.14     Suspension of Accumulation Period ...............................     42

     Section 4.14     Suspension of Accumulation Period ...............................     42
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                          Page
<S>                                                                                       <C>
     Section 4.15     Spread Account .................................................      42

ARTICLE V       DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS .............................      44

     Section 5.1      Distributions ..................................................      44

     Section 5.2      Statements to Series [_____] Noteholders .......................      46

ARTICLE VI      EARLY AMORTIZATION EVENTS ............................................      47

     Section 6.1      Early Amortization Events ......................................      47

ARTICLE VII     MISCELLANEOUS ........................................................      49

     Section 7.1      Restrictions on Transfer .......................................      49

     Section 7.2      Ratification of Master Pooling and Servicing Agreement .........      54

     Section 7.3      Counterparts ...................................................      55

     Section 7.4      Governing Law ..................................................      55

     Section 7.5      Subordination of Certain Termination Payments ..................      55

     Section 7.6      Paired Series ..................................................      55
</TABLE>

EXHIBIT A           Form of Class A Note
EXHIBIT B           Form of Class B Note
EXHIBIT C           Form of Servicer Report
EXHIBIT D           Form of Monthly Statement
EXHIBIT E           Form of Transfer Certificate

                                      -ii-

<PAGE>


         SERIES [_____] INDENTURE SUPPLEMENT, dated as of [___] (the "Indenture
Supplement"), between FNANB CREDIT CARD MASTER NOTE TRUST, a business trust
organized and existing under the laws of the State of Delaware (herein, the
"Issuer"), and JPMORGAN CHASE BANK, a bank organized and existing under the laws
of the State of New York, not in its individual capacity, but solely as
Indenture Trustee (herein, together with its successors in the trusts thereunder
as provided in the Master Indenture referred to below, the "Indenture Trustee")
under the Master Indenture, dated as of [_____] (the "Master Indenture") between
the Issuer and the Indenture Trustee (the Master Indenture, together with this
Indenture Supplement, the "Indenture").

         Pursuant to Section 2.12 of the Indenture, the Seller may direct the
Issuer to issue one or more Series of Notes. The Principal Terms of this Series
are set forth in this Indenture Supplement.

                                   ARTICLE I

                      CREATION OF THE SERIES [_____] NOTES

         Section 1.1 Designation. The Notes issued hereunder shall be designated
generally as the Series [_____] Notes. The Series [_____] Notes shall be one of
the Series of Notes in Group One and shall be a Principal Sharing Series. The
Series [_____] Notes shall be issued initially in two certificated Classes,
which Classes shall be designated generally as the Class A Floating Rate Asset
Backed Notes, Series [_____] and the Class B Floating Rate Asset Backed Notes,
Series [_____]. The first Distribution Date with respect to Series [_____] shall
be [_____]. In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Indenture, the terms and provisions of this Indenture Supplement shall govern.

                                   ARTICLE II

                                   DEFINITIONS

         Section 2.1 Definitions.

         (a) All capitalized terms not otherwise defined herein are defined in
Annex A to the Master Indenture. All Article or Section references herein mean
Articles or Sections of this Indenture Supplement, except as otherwise provided
herein. Unless otherwise stated herein, as the context otherwise requires or if
such term is otherwise defined in the Master Indenture, each capitalized term
used or defined herein shall relate only to the Series [_____] Notes, and to no
other Series of Notes issued by the Issuer. The interpretive rules specified in
Section 1.2 of the Master Indenture also apply to this Indenture Supplement. The
following words and phrases shall have the following meanings with respect to
the Series [_____]

<PAGE>

Notes and the definitions of such terms are applicable to the singular as well
as the plural form of such terms and to the masculine as well as the feminine
and neuter genders of such terms:

         "Accumulation Period" means, unless an Early Amortization Event with
respect to Series [_____] shall have occurred prior thereto, the period
commencing at the close of business on the last day of the [_____] Collection
Period, or such later date as shall be determined in accordance with Section
4.13 or Section 4.14, and ending on the first to occur of (a) the commencement
of the Early Amortization Period, (b) the payment in full of the Class A Notes
and the Class B Notes and (c) the Final Series Maturity Date.

         "Accumulation Period Factor" means, for each Collection Period, a
fraction (a) the numerator of which is equal to the sum of the initial note
principal balances (or other corresponding amounts) of all outstanding Note
Series and the initial invested amounts of all outstanding Certificate Series,
and the denominator of which is equal to the sum of (a) the Initial Note
Principal Balance, (b) the initial note principal balances (or other
corresponding amounts) of all outstanding Note Series (other than Series
[_____]) and the initial invested amounts of all outstanding Certificate Series,
in each case which are not expected to be in their revolving periods during such
Collection Period and (c) the initial note principal balances (or other
corresponding amounts) of all outstanding Note Series (other than Series
[_____]) and the initial invested amounts of all outstanding Certificate Series,
in each case which are not allocating Shared Principal Collections to other
Series and are expected to be in their revolving periods during such Collection
Period.

         "Accumulation Period Length" is defined in Section 4.13.

         "Additional Reimbursement Amounts" is defined in the Insurance
Agreement.

         "Adjusted Invested Amount" means, as of any date, an amount equal to
the sum of the Invested Amount as of such date and the aggregate amount on
deposit in the Principal Funding Account on such date (excluding interest and
other investment earnings on such amount).

         "Allocable Amount" means, for any Distribution Date, the sum of the
Investor Default Amount for such Distribution Date and the Series Adjustment
Amount for Series [_____] as of the end of the preceding Collection Period.

         "Assignee" is defined in Section 7.1(c).

         "Available Funds" means, for any Collection Period, an amount equal to
the sum of (a) the Floating Allocation Percentage of Collections of Finance

                                       2

<PAGE>

Charge Receivables for such Collection Period and any other amounts that are to
be treated as Collections of Finance Charge Receivables for such Collection
Period in accordance with the Indenture, (b) the portion of the Principal
Funding Investment Proceeds, if any, withdrawn from the Principal Funding
Account on the Distribution Date immediately following the last day of such
Collection Period and included in Available Funds pursuant to Section 4.11(c),
(c) the amount, if any, withdrawn from the Reserve Account on the Distribution
Date immediately following the last day of such Collection Period and included
in Available Funds pursuant to Section 4.12(d) and (d) the interest and other
investment earnings, if any (net of losses and investment expenses), on funds on
deposit in the Reserve Account withdrawn from the Reserve Account on the
Distribution Date immediately following the last day of such Collection Period
and included in Available Funds pursuant to Section 4.12(e).

         "Available Principal Collections" means, for any Distribution Date, an
amount equal to (a) the applicable Invested Percentage of Collections of
Principal Receivables for the preceding Collection Period, plus (b) the amounts
included in Available Principal Collections for such Distribution Date pursuant
to Section 4.5 and proceeds of any draw on the Policy relating to a Potential
Class A Charge-Off for the related Determination Date, plus (c) Shared Principal
Collections allocated to Series [_____], plus (d) during the Early Amortization
Period, any amounts allocated to Series [_____] as described in Section 4.9,
minus (e) Subordinated Principal Collections applied pursuant to Section 4.8 for
such preceding Collection Period.

         "Available Reserve Account Amount" means, for any Distribution Date,
the lesser of (a) the amount on deposit in and available to be withdrawn from
the Reserve Account on such Distribution Date (before giving effect to any
deposit or withdrawal to be made to or from the Reserve Account on such date)
and (b) the Required Reserve Account Amount for such Distribution Date.

         "Base Rate" means, for any Collection Period, the sum of (a) the
annualized percentage equivalent of a fraction, the numerator of which is the
sum of the Monthly Interest and the Monthly Series Enhancement Fee for the
Distribution Date immediately following the last day of such Collection Period
(adjusted, in the case of the first Collection Period, by multiplying such
Monthly Interest and Monthly Series Enhancement Fee by the percentage equivalent
of a fraction, the numerator of which is 360 and the denominator of which is the
number of days in the first Interest Period) and the denominator of which is the
Adjusted Invested Amount as of the last day of the Collection Period preceding
such Collection Period (or, in the case of the first Collection Period, as of
the Closing Date) and (b) the product of (i) [_____]% per annum and (ii) the
percentage equivalent of a fraction, the numerator of which is the Invested
Amount and the denominator of which is the Adjusted Invested Amount, each as

                                       3

<PAGE>

of the last day of such preceding Collection Period (or, in the case of the
first Collection Period, as of the Closing Date).

         "Certificate Series" means any "Series" as defined in the Pooling and
Servicing Agreement, excluding any series evidenced by the Collateral
Certificate.

         "Circuit City" means Circuit City Stores, Inc., a Virginia corporation,
and any successor thereto.

         "Class A Additional Interest" is defined in Section 4.2(a).

         "Class A Initial Note Principal Balance" means the aggregate initial
principal amount of the Class A Notes, which is $[_____].

         "Class A Interest Shortfall" is defined in Section 4.2(a).

         "Class A Invested Amount" means, as of any date, an amount equal to the
Class A Note Principal Balance as of such date minus the balance on deposit in
the Principal Funding Account as of such date.

         "Class A Monthly Interest" is defined in Section 4.2(a).

         "Class A Monthly Principal" is defined in Section 4.4(a).

         "Class A Note Principal Balance" means, as of any date, an amount equal
to (a) the Class A Initial Note Principal Balance minus (b) the aggregate amount
of principal payments made to the Class A Noteholders prior to such date;
provided, however, that the Class A Note Principal Balance may not be reduced
below zero.

         "Class A Note Rate" means, with respect to any Interest Period, a per
annum rate of [____]% in excess of LIBOR, as determined on the related LIBOR
Determination Date.

         "Class A Noteholder" means the Person in whose name a Class A Note is
registered in the Note Register.

         "Class A Notes" means any one of the Notes executed by the Transferor
and authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A.

         "Class A Penalty Rate" means, for any Interest Period, the sum of the
Class A Note Rate for such Interest Period and [_____]% per annum.

                                        4

<PAGE>

         "Class A Required Amount" means, for any Distribution Date, an amount
equal to the excess of the aggregate amount described in Section 4.5(a)(i) over
the Available Funds and Shared Excess Finance Charge Collections applied to pay
such amount pursuant to that Section and Section 4.6.

         "Class B Additional Interest" is defined in Section 4.2(b).

         "Class B Initial Note Principal Balance" means the aggregate initial
principal amount of the Class B Notes, which is $[_____].

         "Class B Interest Shortfall" is defined in Section 4.2(b).

         "Class B Monthly Interest" is defined in Section 4.2(b).

         "Class B Monthly Principal" is defined in Section 4.4(b).

         "Class B Note Principal Balance" means, as of any date, an amount equal
to (a) the Class B Initial Note Principal Balance minus (b) the aggregate amount
of principal payments made to the Class B Noteholders prior to such date;
provided, however, that the Class B Note Principal Balance may not be reduced
below zero.

         "Class B Note Rate" means, with respect to any Interest Period, a per
annum rate of [____]% in excess of LIBOR, as determined on the related LIBOR
Determination Date.

         "Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Note Register.

         "Class B Notes" means any one of the Notes executed by the Transferor
and authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit B.

         "Class B Penalty Rate" means, for any Interest Period, the sum of the
Class B Note Rate for such Interest Period and [_____]% per annum.

         "Class B Principal Commencement Date" means the Distribution Date on
which the Class A Notes are paid in full.

         "Closing Date" means [____________].

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

         "Collection Period" means the period from and including the first day
of a calendar month to and including the last day of such calendar month (or, in
the

                                       5

<PAGE>

case of the first Collection Period applicable to Series [_____], the period
from and including the Closing Date to and including [_____]).

         "Control Transfer Event" means either of the following events: (a) the
Insurer shall fail to timely make any payment required to be made by it pursuant
to the Policy or otherwise default in any of its obligations under the Insurance
Agreement; or (b) the Insurer shall (i) become insolvent, (ii) fail to pay its
debts generally as they become due, (iii) voluntarily seek, consent to, or
acquiesce in the benefit or benefits of any Debtor Relief Law or (iv) become a
party to (or be made the subject of) any proceeding provided for by any Debtor
Relief Law, other than as a creditor or claimant, and, in the event such
proceeding is involuntary, the petition instituting same is not dismissed within
[_____] days after its filing.

         "Controlled Accumulation Amount" means, for any Distribution Date with
respect to the Accumulation Period, $[_____]; provided, however, that, if the
Accumulation Period Length shall be determined to be less than 12 months in
accordance with Section 4.13, the Controlled Accumulation Amount for any
Distribution Date with respect to the Accumulation Period shall be equal to (i)
the product of (x) $[_____] and (y) the Accumulation Period Factor for the
Collection Period preceding such Distribution Date divided by (ii) the Required
Accumulation Factor Number for such Distribution Date.

         "Controlled Deposit Amount" means, for any Distribution Date with
respect to the Accumulation Period, an amount equal to the sum of the Controlled
Accumulation Amount for such Distribution Date and any Deficit Controlled
Accumulation Amount for the immediately preceding Distribution Date.

         "Covered Amount" means, for any Distribution Date with respect to the
Accumulation Period or the first Special Distribution Date, an amount equal to
the product of (i) the Class A Note Rate for the related Interest Period, (ii)
the aggregate amount, if any, on deposit in the Principal Funding Account as of
such Distribution Date and (iii) a fraction, the numerator of which is the
actual number of days in such Interest Period and the denominator of which is
360.

         "Deficiency Amount" means (a) for any Distribution Date other than the
Final Series Maturity Date, the sum of (i) the excess of the amounts payable
pursuant to Section 4.5(a)(i) for such Distribution Date over the Available
Funds, Shared Excess Finance Charge Collections and Subordinated Principal
Collections that are available on such Distribution Date to cover such amount,
and (ii) the amount of any Potential Class A Charge-Off calculated on the
preceding Determination Date and (b) for the Final Series Maturity Date, the sum
of (i) the amount determined pursuant to clause (a) for the Final Series
Maturity Date and (ii) the excess of the Note Principal Balance over the
Available Principal Collections that are available to cover such amount.

                                       6

<PAGE>

         "Deficit Controlled Accumulation Amount" means (a) on the first
Distribution Date with respect to the Accumulation Period, the excess, if any,
of the Controlled Accumulation Amount for such Distribution Date over the amount
deposited into the Principal Funding Account on or before that Distribution Date
and (b) on each subsequent Distribution Date with respect to the Accumulation
Period, the excess, if any, of the Controlled Deposit Amount for such subsequent
Distribution Date over the amount deposited into the Principal Funding Account
with respect to that Distribution Date.

         "Early Amortization Period" means the period commencing at the close of
business on the day on which an Early Amortization Event with respect to Series
[_____] is deemed to have occurred and ending on the earliest of (a) the date on
which the Series [_____] Notes are paid in full, (b) the date on which the
Adjusted Invested Amount is reduced to zero and (c) the Final Series Maturity
Date.

         "Excess Spread Percentage" means, for any Collection Period, the
amount, if any, expressed as a percentage, by which the Portfolio Yield for such
Collection Period exceeds the Base Rate for such Collection Period.

         "Expected Final Distribution Date" means the [_____] Distribution Date.

         "Final Series Maturity Date" means the [_____] Distribution Date.

         "Finance Charge Shortfall" is defined in Section 4.6.

         "Financial Trigger Event" is defined in the Insurance Agreement.

         "Fixed Allocation Percentage" means, for any Collection Period, the
percentage equivalent of a fraction, the numerator of which is equal to the
Invested Amount as of the last day of the Revolving Period and the denominator
of which is equal to the greater of (i) the sum of (a) the Aggregate Principal
Receivables as of the last day of the immediately preceding Collection Period
and (b) the Excess Funding Amount at the end of such last day and (ii) the sum
of the numerators used to calculate the corresponding invested percentages for
all Series outstanding as of the date on which such determination is being made;
provided, however, that, for any Collection Period in which Additional Accounts
are included as Accounts pursuant to Section 2.6(a) or Section 2.6(b) of the
Pooling and Servicing Agreement or the Transfer and Servicing Agreement, as
applicable, the amount calculated in clause (i) shall be increased by the amount
of Principal Receivables in such Additional Accounts as of the Additional
Account Cut-Off Date on and after the Additional Account Closing Date applicable
to such Additional Accounts; and, provided further, that if the Series [_____]
Notes are paired with a Paired Series and the Early Amortization Period (as
defined in the Indenture Supplement for such Paired Series) commences, the
Transferor may, if

                                       7

<PAGE>

the Rating Agency Condition shall have been satisfied, by written notice to the
Indenture Trustee and the Servicer, designate a different numerator to be used
to determine such percentage (provided that such numerator is not less than the
Invested Amount as of the last day of the Revolving Period (as defined in the
Indenture Supplement for such Paired Series)).

         "Floating Allocation Percentage" means, for any Collection Period, the
percentage equivalent of a fraction, the numerator of which is equal to the
Invested Amount as of the last day of the immediately preceding Collection
Period (or the Initial Note Principal Balance, in the case of the first
Collection Period) and the denominator of which is equal to the greater of (i)
the sum of (a) the Aggregate Principal Receivables as of the last day of such
immediately preceding Collection Period (or the Closing Date, in the case of the
first Collection Period) and (b) the Excess Funding Amount at the end of such
last day and (ii) the sum of the numerators used to calculate the corresponding
invested percentages for all Series outstanding as of the date on which such
determination is being made; provided, however, that, for any Collection Period
in which Additional Accounts are included as Accounts pursuant to Section 2.6(a)
or Section 2.6(b) of the Pooling and Servicing Agreement or the Transfer and
Servicing Agreement, as applicable, the amount calculated in clause (i) shall be
increased by the amount of Principal Receivables in such Additional Accounts as
of the Additional Account Cut-Off Date on and after the Additional Account
Closing Date applicable to such Additional Accounts.

         "Initial Note Principal Balance" means the aggregate initial principal
amount of the Series [_____] Notes, which is $[_____].

         "Insurance Agreement" means the Insurance and Indemnity Agreement by
and among the Insurer, the Transferor, the Servicer and the Indenture Trustee,
dated as of [______].

         "Insurance Policy Obligation Amount" means [______].

         "Insured Obligation" means the Class A Notes.

         "Insurer" means [______].

         "Interest Period" means, for any Distribution Date, the period from and
including the Distribution Date immediately preceding such Distribution Date
(or, in the case of the first Distribution Date, from and including the Closing
Date) to but excluding such Distribution Date.

         "Invested Amount" means, as of any date, an amount equal to (a) the
Initial Note Principal Balance, minus (b) the aggregate amount on deposit in the
Principal Funding Account as of such date (excluding interest and other

                                       8

<PAGE>

investment earnings on such amount), minus (c) the aggregate amount of principal
payments made to the Noteholders prior to such date, minus (d) the excess, if
any, of the aggregate amount of Investor Charge-Offs for all prior Distribution
Dates over the sum of the aggregate amount of Investor Charge-Offs reimbursed
prior to such date and, without duplication, the aggregate amount of the
reductions of the Series Adjustment Amount allocated to the Invested Amount
prior to such date, minus (e) the amount of Subordinated Principal Collections
allocated on all prior Distribution Dates pursuant to Section 4.8, plus (f) the
sum of the amount of Available Funds and Shared Excess Finance Charge
Collections allocated and available on all prior Distribution Dates pursuant to
Sections 4.5 and 4.6 for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (d) and (e); provided, however, that the Invested Amount
may not be reduced below zero.

         "Invested Percentage" means, for any Collection Period, (a) when used
with respect to Finance Charge Receivables at any time or Principal Receivables
during the Revolving Period, the Floating Allocation Percentage, (b) when used
with respect to Principal Receivables during the Accumulation Period or the
Early Amortization Period, the Fixed Allocation Percentage and (c) when used
with respect to the Default Amount or the Series Adjustment Amount at any time,
the Floating Allocation Percentage.

         "Investor Charge Offs" is defined in Section 4.7.

         "Investor Default Amount" means, for any Distribution Date, an amount
equal to the product of (a) the Default Amount for the immediately preceding
Collection Period and (b) the Floating Allocation Percentage for such Collection
Period.

         "Investor Monthly Servicing Fee" is defined in Article III.

         "LIBOR" means, for any Interest Period, the London interbank offered
rate for one-month dollar deposits determined by the Indenture Trustee for such
Interest Period in accordance with Section 4.3.

         "LIBOR Determination Date" means (i) for the period from and including
the Closing Date to but excluding [_____], [_____], (ii) for the period from and
including [_____] to but excluding [_____], [_____], and (iii) for each
subsequent Interest Period, the second Business Day prior to the Distribution
Date on which such Interest Period commences. For purposes of this definition, a
Business Day is any day which is both a Business Day and a day on which dealings
in deposits in United States dollars are transacted in the London interbank
market.

         "Minimum Aggregate Principal Receivables" is defined in Section 2.2.

                                       9

<PAGE>

         "Minimum Transferor Interest Percentage" is defined in Section 2.2.

         "Monthly Interest" means, for any Distribution Date, the sum of the
Class A Monthly Interest and the Class B Monthly Interest, in each case for such
Distribution Date.

         "Monthly Principal Reallocation Amount" means, for any Collection
Period, an amount equal to the lesser of (i) the sum of the Class A Required
Amount and the Servicing Fee Required Amount, in each case for the following
Distribution Date, and (ii) the greater of (A)(x) the product of (I) [_____]%
and (II) the Initial Note Principal Balance minus (y) the amount of unreimbursed
Investor Charge-Offs (after giving effect to Investor Charge-Offs for such
Collection Period) and unreimbursed Subordinated Principal Collections (as of
the previous Distribution Date) and (B) [_____].

         "Monthly Series Enhancement Fee" is defined in the Premium Side Letter
Agreement.

         "Net Portfolio Yield" means, for any Collection Period, the annualized
percentage equivalent of a fraction, the numerator of which is the sum, without
duplication, of:

         (a) the collections of Receivables received during that Collection
Period and allocated to Series [_____], including the net investment earnings,
if any, on funds on deposit in the Excess Funding Account to be treated as
collections of Receivables for that Collection Period in accordance with this
Indenture Supplement; plus

         (b) the amount of Shared Excess Finance Charge Collections allocated to
Series [_____] for that Collection Period; plus

         (c) the net investment earnings, if any, on funds on deposit in the
Spread Account received during that Collection Period; plus

         (d) the net investment earnings, if any, on funds on deposit in the
Principal Funding Account received during that Collection Period; plus

         (e) the net investment earnings, if any, on funds on deposit in the
Reserve Account received during that Collection Period; plus

         (f) the amount, if any, to be withdrawn from the Reserve Account and
applied as Available Funds on the following Distribution Date in accordance with
the Indenture Supplement; minus

                                       10

<PAGE>

         (g) the portion of the Default Amount for that Collection Period
allocated to Series [_____]; minus

         (h) the portion of the Adjustment Amount for that Collection Period
allocated to Series [_____];

         and the denominator of which is the Invested Amount as of the last day
of that Collection Period.]

         "Note Principal Balance" means, as of any date, an amount equal to the
sum of the Class A Note Principal Balance as of such date and the Class B Note
Principal Balance as of such date.

         "Note Series" means any "Series" as defined in the Master Indenture.

         "Notice" is defined in Section 4.10(b).

         "One-Month Excess Spread" means, for the immediately preceding
Collection Period, (a) the Net Portfolio Yield minus (b) the Base Rate.

         "Order" is defined in Section 4.10(c).

         "Paired Series" is defined in Section 7.7.

         "Policy" means the Note Guarantee Insurance Policy, policy number
[______], issued by the Insurer in favor of the Indenture Trustee for the
benefit of the Noteholders, with an effective date of [______].

         "Portfolio Yield" means, for any Collection Period, the annualized
percentage equivalent of a fraction, the numerator of which is equal to (a) the
Collections of Finance Charge Receivables for such Collection Period that are
allocated to Series [_____] (including any interest and other investment
earnings on funds on deposit in the Excess Funding Account applied as
Collections of Finance Charge Receivables for such Collection Period), plus (b)
any Shared Excess Finance Charge Collections that are allocated to Series
[_____] for such Collection Period, plus (c) the Principal Funding Investment
Proceeds, if any, required to be deposited into the Collection Account on the
Distribution Date immediately following the last day of such Collection Period
pursuant to Section 4.11(c), plus (d) the Reserve Account Draw Amount for such
Collection Period, plus (e) the interest and other investment earnings, if any
(net of losses and investment expenses), on funds on deposit in the Reserve
Account required to be deposited into the Collection Account on the Distribution
Date immediately following the last day of such Collection Period pursuant to
Section 4.12(e), minus (f) the Investor Default Amount for the Distribution Date
immediately following the last day of such Collection Period minus (g) the
Series Adjustment

                                       11

<PAGE>

Amount for Series [_____] as of the last day of such Collection Period, and the
denominator of which is the Adjusted Invested Amount as of the last day of such
Collection Period.

         "Potential Class A Charge-Off" is defined in Section 4.7.

         "Preference Amount" is defined in Section 4.10(c).

         "Premium Percentage" is defined in the Premium Side Letter Agreement.

         "Premium Side Letter Agreement" is defined in the Insurance Agreement.

         "Principal Funding Account" is defined in Section 4.11(a).

         "Principal Funding Investment Proceeds" is defined in Section 4.11(b).

         "Principal Shortfall" is defined in Section 4.9.

         "Pro Forma Investor Default Amount" means, for any Distribution Date,
the average of the Investor Default Amounts for the three consecutive
Distribution Dates preceding such Distribution Date; provided, however, that the
Investor Default Amount for each of the three consecutive Distribution Dates
preceding the first Distribution Date shall equal the product of the Default
Amount for the Collection Period immediately preceding such Distribution Date
and a fraction, the numerator of which is the Initial Note Principal Balance and
the denominator of which is equal to the sum of (i) the Aggregate Principal
Receivables as of the last day of such immediately preceding Collection Period
and (ii) the Excess Funding Amount at the end of such last day.

         "Qualified Institution" means (i) a depository institution, which may
include the Indenture Trustee, organized under the laws of the United States or
any one of the states thereof or the District of Columbia (or any domestic
branch or agency of any foreign bank), the deposits in which are insured by the
FDIC and which at all times has a short-term unsecured debt or certificate of
deposit rating of at least A-1 or P-1 by each Rating Agency or a long-term
unsecured debt rating of at least AA or Aa2 by each Rating Agency or (ii) a
depository institution, which may include the Indenture Trustee, otherwise
acceptable to each Rating Agency.

         "Qualified Maturity Agreement" means a written agreement between the
Transferor and a Qualified Institution under which the Qualified Institution
agrees to deposit into the Principal Funding Account on or before the Expected
Final Distribution Date an amount equal to the Class A Note Principal Balance as
of the Expected Final Distribution Date.

                                       12

<PAGE>

         "Rating Agencies" means Moody's and Standard & Poor's.

         "Reference Banks" means the principal London offices of four major
banks in the London interbank market as may be selected by the Servicer upon
notice to the Indenture Trustee.

         "Reimbursement Amounts" is defined in the Insurance Agreement.

         "Replacement Event" is defined in Section 4.10(d).

         "Required Accumulation Factor Number" means, for any Distribution Date,
a fraction, rounded upwards to the nearest whole number, the numerator of which
is one and the denominator of which is equal to the lowest monthly principal
payment rate on the Accounts, expressed as a decimal, for any month during the
12 month period preceding the date of such calculation (or any lower monthly
principal payment rate selected by the Servicer at its option and in its sole
discretion).

         "Required Spread Account Amount" means (a) as of the Closing Date to
and including the [_____] Distribution Date, [_____]% of the Initial Note
Principal Balance and (b) for each Distribution Date thereafter, the product of
(i) the Required Spread Account Percentage determined based on the corresponding
Three-Month Average Excess Spread levels set forth in the table below and (ii)
the Initial Note Principal Balance:

                                       13

<PAGE>

                                                                     Required
                                                                       Spread
                                                                       Account
               Three-Month Average Excess Spread                     Percentage
          -------------------------------------------------------    -----------
          Greater than or equal to [_____]%                           [_____]%

          Less than [_____]% and greater than or equal to [_____]%    [_____]%

          Less than [_____]% and greater than or equal to [_____]%    [_____]%

          Less than [_____]% and greater than or equal to [_____]%    [_____]%

          Less than [_____]% and greater than or equal to [_____]%    [_____]%

          Less than [_____]%                                          [_____]%

     "Required Reserve Account Amount" means, for any Distribution Date prior to
the Reserve Account Funding Date, $[_____], and, for any Distribution Date on or
after the Reserve Account Funding Date, an amount equal to (a) [_____]% of the
Class A Note Principal Balance as of the preceding Distribution Date or (b) such
other amount as may be designated by the Transferor.

     "Reserve Account" is defined in Section 4.12(a).

     "Reserve Account Draw Amount" is defined in Section 4.12(c).

     "Reserve Account Funding Date" means the Distribution Date immediately
following the Collection Period which commences three months prior to the
Collection Period in which the Accumulation Period commences; provided, however,
that the Reserve Account Funding Date shall be accelerated to (a) the
Distribution Date immediately following the Collection Period which commences
four months prior to the Collection Period in which the Accumulation Period
commences if the average of the Portfolio Yield minus the Base Rate for any
three consecutive Collection Periods is less than [_____]%, (b) the Distribution
Date immediately following the Collection Period which commences six months
prior to the Collection Period in which the Accumulation Period

                                       14

<PAGE>

commences if the average of the Portfolio Yield minus the Base Rate for any
three consecutive Collection Periods is less than [_____]% or (c) the
Distribution Date immediately following the Collection Period which commences
nine months prior to the Collection Period in which the Accumulation Period
commences if the average of the Portfolio Yield minus the Base Rate for any
three consecutive Collection Periods is less than [_____]%; and, provided
further, that the Reserve Account Funding Date shall be the Distribution Date
immediately following the date on which a Qualified Maturity Agreement is
terminated if (a) such Qualified Maturity Agreement is terminated because the
provider of such Qualified Maturity Agreement ceases to qualify as a Qualified
Institution, (b) such Qualified Maturity Agreement is terminated prior to the
earlier of the Expected Final Distribution Date and the commencement of the
Early Amortization Period, (c) such Qualified Maturity Agreement is terminated
after the later of the last day of the [_____] Collection Period and, at the
election of the Transferor, the date to which the commencement of the
Accumulation Period may be postponed pursuant to Section 4.12 (as determined on
the date of such termination) and (d) the Transferor does not obtain a
substitute Qualified Maturity Agreement.

     "Reserve Account Surplus" means, for any Distribution Date, the amount, if
any, by which the amount on deposit in and available to be withdrawn from the
Reserve Account on such Distribution Date (after giving effect to all deposits
or withdrawals to be made to or from the Reserve Account on such date other than
pursuant to Section 4.12(e)) exceeds the Required Reserve Account Amount for
such Distribution Date.

     "Revolving Period" means the period beginning on the Closing Date and
ending on the earlier of (a) the close of business on the day preceding the
commencement of the Accumulation Period and (b) the close of business on the day
preceding the commencement of the Early Amortization Period.

     "Series" means any Certificate Series and any Note Series.

     "Series [_____]" means the Note Series the terms of which are specified in
this Indenture Supplement.

     "Series [_____] Note" means a Class A Note or a Class B Note.

     "Series [_____] Noteholder" means a Class A Noteholder or a Class B
Noteholder.

     "Servicing Fee Percentage" means [_____]%.

     "Servicing Fee Required Amount" means, for any Distribution Date, an amount
equal to the excess of the amount described in Section 4.5(a)(ii) over the

                                       15

<PAGE>

Available Funds and Shared Excess Finance Charge Collections applied to pay such
amount pursuant to that Section and Section 4.6.

     "Shared Excess Finance Charge Collections" means, for any Collection
Period, the aggregate amount for all outstanding Series in Group One of
Collections of Finance Charge Receivables which the related Supplements specify
are to be treated as "Shared Excess Finance Charge Collections" for such
Collection Period.

     "Shared Principal Collections" means, for any Collection Period, the
aggregate amount for all outstanding Series in Group One of Collections of
Principal Receivables which the related Supplements specify are to be treated as
"Shared Principal Collections" for such Collection Period.

     "Special Distribution Date" means each Distribution Date with respect to
the Early Amortization Period.

     "Spread Account" means the account established pursuant to Section 4.15.

                                       16

<PAGE>

     "Spread Account Trigger Event" is defined in the Insurance Agreement.

     "Subordinated Principal Collections" means, for any Distribution Date,
Principal Receivables applied in accordance with Section 4.8 in an amount not to
exceed the Monthly Principal Reallocation Amount for the related Collection
Period.

     "Telerate Page 3750" means the display page currently so designated on the
Moneyline Telerate Market Report (or such other page as may replace that page on
that service for the purpose of displaying comparable rates or prices).

     "Three-Month Average Excess Spread" means the average of, for the three
immediately preceding Collection Periods, (a) the Net Portfolio Yield minus (b)
the Base Rate.

     Section 2.2 Minimum Transferor Interest Percentage and Minimum Aggregate
Principal Receivables. The Minimum Transferor Interest Percentage applicable to
the Series [_____] Notes shall be [_____]%; provided, however, that the
Transferor may, in its sole discretion, designate a higher percentage as the
Minimum Transferor Interest Percentage so long as, after giving effect to such
designation and any repurchase of Notes or designation of Additional Accounts,

                                       17

<PAGE>

the Transferor Amount shall equal or exceed the Minimum Transferor Amount. The
Minimum Aggregate Principal Receivables applicable to the Series [_____] Notes
shall be the Initial Note Principal Balance or, subject to the Rating Agency
Condition, such lesser amount as may be designated by the Transferor.

         Section 2.3  Reassignment and Transfer Terms. The Series [_____] Notes
may be reassigned and transferred to the Transferor on any Distribution Date on
or after which the Class A Invested Amount is reduced to an amount less than or
equal to 5% of the Class A Initial Note Principal Balance.

         Section 2.4  Delivery and Payment for the Notes. The Indenture Trustee
shall deliver the Series [_____] Notes when authenticated in accordance with
Section 2.3 of the Master Indenture.

         Section 2.5  Form of Delivery of the Series [_____] Notes. The Class A
Notes shall be delivered as Book-Entry Notes as provided in Section 2.12 of the
Master Indenture. The Class B Notes shall be delivered as Registered Notes as
provided in Section 2.5 of the Master Indenture. The Class A Notes shall be
issued in minimum denominations of $1,000 and in integral multiples of $1,000 in
excess thereof. The Class B Notes shall be issued in minimum denominations of
$500,000 and in integral multiples of $1,000 in excess thereof.

                                   ARTICLE III

                             SERVICING COMPENSATION

         Section 3.1  Servicing Compensation. The share of the Monthly Servicing
Fee allocable to the Series [_____] Noteholders for any Distribution Date (the
"Investor Monthly Servicing Fee") shall be equal to one-twelfth of the product
of (a) the Servicing Fee Percentage and (b) the Invested Amount as of the last
day of the immediately preceding Collection Period; provided, however, for the
first Distribution Date, the Investor Monthly Servicing Fee shall be equal to
$[____________]. The Investor Monthly Servicing Fee shall be payable solely to
the extent amounts are available for distribution in respect thereof pursuant to
this Indenture Supplement. The remainder of the Monthly Servicing Fee shall be
paid by the Transferor or from amounts allocable to other Series (as provided in
the "Indenture and the Supplements relating to such other Series) and in no
event shall the Issuer, the Indenture Trustee or the Series [_____] Noteholders
be liable for the share of the Monthly Servicing Fee to be paid by the
Transferor or from amounts allocable to any other Series.

                                   ARTICLE IV

                    RIGHTS OF SERIES [_____] NOTEHOLDERS AND
                    ALLOCATION AND APPLICATION OF COLLECTIONS

                                       18

<PAGE>

         Section 4.1  Collections and Allocations. (a) Collections of Finance
Charge Receivables for any Collection Period shall be allocated to Series
[_____] in an amount equal to the product of the amount of such Collections and
the Floating Allocation Percentage for such Collection Period. Collections of
Principal Receivables processed on any Business Day with respect to the
Revolving Period shall be allocated to Series [_____] in an amount equal to the
product of the amount of such Collections and the Floating Allocation Percentage
for the Collection Period in which such Business Day occurs. Collections of
Principal Receivables processed on any Business Day with respect to the
Accumulation Period or the Early Amortization Period shall be allocated to
Series [_____] in an amount equal to the product of the amount of such
Collections and the Fixed Allocation Percentage for the Collection Period in
which such Business Day occurs. For any Collection Period in which Additional
Accounts are included as Accounts pursuant to Section 2.6(a) or Section 2.6(b)
of the Pooling and Servicing Agreement or pursuant to Section 2.6(a) or Section
2.6(b) of the Transfer and Servicing Agreement, as applicable, (i) Collections
processed on any Business Day prior to the Additional Account Closing Date
applicable to such Additional Accounts shall be allocated to Series [_____] by
applying the applicable Invested Percentage the denominator of which equals the
greater of (A) the sum of (x) the Aggregate Principal Receivables as of the last
day of the immediately preceding Collection Period and (y) the Excess Funding
Amount at the end of such last day and (B) the sum of the numerators used to
calculate the corresponding invested percentages for all Series outstanding as
of the date on which such determination is being made and (ii) Collections
processed on any Business Day on and after the Additional Account Closing Date
applicable to such Additional Accounts shall be allocated to Series [_____] by
applying the applicable Invested Percentage the denominator of which equals the
greater of (A) the amount described in clause (A) of the preceding clause (i)
plus the amount of Principal Receivables in such Additional Accounts as of such
Additional Account Cut-Off Date and (B) the amount described in clause (B) of
the preceding clause (i).

         (c)  The Servicer shall apply, or shall instruct the Indenture Trustee
to apply, all Collections and other funds on deposit in the Collection Account
that are allocated to the Series [_____] Notes as described in this Article IV.
During the Revolving Period and the Accumulation Period, Collections of Finance
Charge Receivables allocable to Series [_____] with respect to each Collection
Period need not be deposited into the Collection Account on a daily basis after
an amount equal to Monthly Interest for the following Distribution Date plus an
amount equal to the product of [_____]% and the Pro Forma Investor Default
Amount for such Distribution Date plus, if First North American National Bank is
no longer the Servicer, the Investor Monthly Servicing Fee for such Distribution
Date, has been deposited into the Collection Account; provided, however, that,
in the event that there are any unreimbursed Investor Charge Offs on any date,
such

                                       19

<PAGE>

Collections of Finance Charge Receivables shall be deposited into the Collection
Account on a daily basis until all such Investor Charge Offs have been
reimbursed. During the Revolving Period, Collections of Principal Receivables
allocable to Series [_____] with respect to each Collection Period need not be
deposited into the Collection Account on a daily basis; provided, however, that,
in the event that the Minimum Transferor Amount exceeds the Transferor Amount on
any date, such Collections of Principal Receivables shall be deposited into the
Excess Funding Account on a daily basis until the Transferor Amount equals the
Minimum Transferor Amount; and, provided further, that, in the event that the
sum of the Aggregate Principal Receivables and the Excess Funding Amount is less
than the Aggregate Invested Amount on any date, such Collections of Principal
Receivables shall be deposited into the Excess Funding Account on a daily basis
until the sum of the Aggregate Principal Receivables and the Excess Funding
Amount is equal to the Aggregate Invested Amount; and, provided further, that,
in the event that there are any unreimbursed Investor Charge Offs on any date,
such Collections of Principal Receivables shall be deposited into the Collection
Account on a daily basis until all such Investor Charge Offs have been
reimbursed. During the Accumulation Period, after an amount of Collections of
Principal Receivables allocable to Series [_____] equal to the Controlled
Deposit Amount with respect to each Collection Period has been deposited into
the Collection Account, Collections of Principal Receivables allocable to Series
[_____] with respect to each Collection Period need not be deposited into the
Collection Account on a daily basis; provided, however, that, in the event that
the Minimum Transferor Amount exceeds the Transferor Amount on any date, such
Collections of Principal Receivables shall be deposited into the Excess Funding
Account on a daily basis until the Transferor Amount equals the Minimum
Transferor Amount; and, provided further, that, in the event that the sum of the
Aggregate Principal Receivables and the Excess Funding Amount is less than the
Aggregate Invested Amount on any date, such Collections of Principal Receivables
shall be deposited into the Excess Funding Account on a daily basis until the
sum of the Aggregate Principal Receivables and the Excess Funding Amount is
equal to the Aggregate Invested Amount; and, provided further, that, in the
event that there are any unreimbursed Investor Charge Offs on any date, such
Collections of Principal Receivables shall be deposited into the Collection
Account on a daily basis until all such Investor Charge Offs have been
reimbursed. Notwithstanding the foregoing, the Servicer need not make daily
deposits of Collections into the Collection Account at any time when the
requirements of Section 8.3 of the Master Indenture are satisfied.

         Section 4.2  Determination of Monthly Interest. (d) The amount of
monthly interest ("Class A Monthly Interest") distributable from the Collection
Account with respect to the Class A Notes on any Distribution Date shall be an
amount equal to the product of (i) the Class A Note Rate for the related
Interest Period, (ii) the Class A Note Principal Balance as of the preceding
Distribution

                                       20

<PAGE>

Date (or, in the case of the first Distribution Date, as of the Closing Date)
and (iii) a fraction, the numerator of which is the actual number of days in
such Interest Period and the denominator of which is 360.

         On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class A Interest Shortfall"),
of (x) the Class A Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class A Monthly
Interest on such Distribution Date. If the Class A Interest Shortfall for any
Distribution Date is greater than zero, an additional amount ("Class A
Additional Interest") equal to the product of (i) the Class A Penalty Rate for
the related Interest Period, (ii) such Class A Interest Shortfall (or the
portion thereof which has not theretofore been paid to the Class A Noteholders)
and (iii) a fraction, the numerator of which is the actual number of days in
such Interest Period and the denominator of which is 360, shall be payable as
provided herein with respect to the Class A Notes on each Distribution Date
following such Distribution Date to and including the Distribution Date on which
such Class A Interest Shortfall is paid to the Class A Noteholders.
Notwithstanding anything to the contrary herein, Class A Additional Interest
shall be payable or distributed to the Class A Noteholders only to the extent
permitted by applicable law.

         (b)  The amount of monthly interest ("Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B Notes on
any Distribution Date shall be an amount equal to the product of (i) the Class B
Note Rate for the related Interest Period, (ii) the Class B Note Principal
Balance as of the preceding Distribution Date (or, in the case of the first
Distribution Date, as of the Closing Date) and (iii) a fraction, the numerator
of which is the actual number of days in such Interest Period and the
denominator of which is 360.

         On the Determination Date preceding each Distribution Date, the
Servicer shall determine the excess, if any (the "Class B Interest Shortfall"),
of (x) the Class B Monthly Interest for such Distribution Date over (y) the
aggregate amount of funds allocated and available to pay such Class B Monthly
Interest on such Distribution Date. If the Class B Interest Shortfall for any
Distribution Date is greater than zero, an additional amount ("Class B
Additional Interest") equal to the product of (i) the Class B Penalty Rate for
the related Interest Period, (ii) such Class B Interest Shortfall (or the
portion thereof which has not theretofore been paid to the Class B Noteholders)
and (iii) a fraction, the numerator of which is the actual number of days in
such Interest Period and the denominator of which is 360, shall be payable as
provided herein with respect to the Class B Notes on each Distribution Date
following such Distribution Date to and including the Distribution Date on which
such Class B Interest Shortfall is paid to the Class B Noteholders.
Notwithstanding anything to the contrary herein, Class B Additional

                                       21

<PAGE>

Interest shall be payable or distributed to the Class B Noteholders only to the
extent permitted by applicable law.

         Section 4.3  Determination of LIBOR. (a) On each LIBOR Determination
Date, the Indenture Trustee shall determine LIBOR for the following Interest
Period 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 LIBOR Determination Date. If such rate does not appear on Telerate
Page 3750, LIBOR for such Interest Period 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 such LIBOR
Determination Date to prime banks in the London interbank market for a one-month
period. The Indenture 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 shall be the
arithmetic mean of the quotations. If fewer than two quotations are provided as
requested, LIBOR for that LIBOR Determination Date shall be the arithmetic mean
of the rates quoted by four 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 Note Rate applicable to the then current and the
immediately preceding Interest Periods may be obtained by any Series [_____]
Noteholder by telephoning the Indenture Trustee at its Corporate Trust Office at
[______].

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

         Section 4.4  Determination of Monthly Principal. (d) The "Class A
Monthly Principal" for each Distribution Date, beginning with the first
Distribution Date with respect to the Accumulation Period or the Early
Amortization Period, shall be equal to the least of (w) the Available Principal
Collections for such Distribution Date, (x) for each Distribution Date with
respect to the Accumulation Period, the Controlled Deposit Amount for such
Distribution Date, (y) the Invested Amount as of such Distribution Date plus the
aggregate amount of Collections of Principal Receivables transferred to the
Principal Funding Account pursuant to Section 4.5(d) on or after the first day
of the preceding Collection Period and (z) the Class A Invested Amount as of
such Distribution Date plus the aggregate amount of Collections of Principal
Receivables transferred to the Principal Funding Account pursuant to Section
4.5(d) on or after the first day of the preceding Collection Period; provided,

                                       22

<PAGE>

however, that, if, as a result of the application of Section 4.14(d), the
Accumulation Period shall commence after the later of the last day of the
[_____] Collection Period and the date to which the commencement of the
Accumulation Period may be postponed pursuant to Section 4.13, Class A Monthly
Principal for each Distribution Date with respect to the Accumulation Period
shall be calculated without regard to clause (x).

         (b)  The "Class B Monthly Principal" for (i) each Distribution Date
before the Distribution Date on which the Class A Notes are paid in full, shall
equal zero and (ii) each Distribution Date on or after the Distribution Date on
which the Class A Notes are paid in full, shall equal the lesser of (x) the
Available Principal Collections for such Distribution Date minus the portion of
such Available Principal Collections applied in respect of Class A Monthly
Principal on such Distribution Date and (y) the Invested Amount as of such
Distribution Date.

         Section 4.5  Application of Available Funds and Available Principal
Collections. The Servicer shall apply, or shall instruct the Indenture Trustee
in writing to apply, on each Distribution Date, Available Funds and Available
Principal Collections on deposit in the Collection Account with respect to the
Collection Period immediately preceding such Distribution Date to make the
following distributions:

         (a)  On each Distribution Date, the Available Funds for such Collection
Period shall be applied in the following priority:

              (i)   an amount equal to Class A Monthly Interest for such
         Distribution Date, plus the amount of any Class A Monthly Interest
         previously due but not distributed to the Class A Noteholders on a
         prior Distribution Date, plus the amount of any Class A Additional
         Interest for such Distribution Date and any Class A Additional Interest
         previously due but not distributed to the Class A Noteholders on a
         prior Distribution Date, shall be distributed to the Paying Agent for
         payment to the Class A Noteholders;

              (ii)  if neither FNANB nor any of its Affiliates is the Servicer,
         an amount equal to the Investor Monthly Servicing Fee for such
         Distribution Date, plus the amount of any Investor Monthly Servicing
         Fee previously due but not distributed to the Servicer on a prior
         Distribution Date, shall be distributed to the Servicer;

              (iii) an amount equal to the Allocable Amount for such
         Distribution Date shall be included in Available Principal Collections
         for such Distribution Date;

                                       23

<PAGE>

              (iv)    an amount equal to the sum of the aggregate amount of
         Investor Charge-Offs and the amount of Subordinated Principal
         Collections which have not been previously reimbursed pursuant to this
         clause (iv) or clause (ix) below shall be included in Available
         Principal Collections for such Distribution Date, but only to the
         extent necessary so that the Adjusted Invested Amount will equal at
         least the Class A Note Principal Balance;

              (v)     an amount equal to the Monthly Series Enhancement Fee due
         on such Distribution Date, plus the amount of any Monthly Series
         Enhancement Fee previously due but not paid to the Insurer on a prior
         Distribution Date shall be paid to the Insurer;

              (vi)    an amount equal to the excess, if any, of the Required
         Spread Account Amount over the amount on deposit in the Spread Account
         shall be deposited into the Spread Account;

              (vii)   any amount equal to the sum of any unpaid Reimbursement
         Amounts shall be paid to the Insurer;

              (viii)  an amount equal to any other amounts required to be paid
         to the Insurer on such Distribution Date pursuant to the Insurance
         Agreement shall be paid to the Insurer;

              (ix)    an amount equal to any remaining Investor Charge-Offs and
         Subordinated Principal Collections not previously reimbursed pursuant
         to clause (iv) above or this clause (ix) shall be included in Available
         Principal Collections for such Distribution Date;

              (x)     on each Distribution Date from and after the Reserve
         Account Funding Date, but prior to the date on which the Reserve
         Account terminates as described in Section 4.12(g), an amount equal to
         the excess, if any, of the Required Reserve Account Amount for such
         Distribution Date over the Available Reserve Account Amount for such
         Distribution Date shall be deposited into the Reserve Account;

              (xi)    an amount equal to any Investor Monthly Servicing Fee for
         such Distribution Date or prior Distribution Dates not paid pursuant to
         Section 4.5(a)(iii) (unless such amount has been netted against
         deposits to the Collection Account in accordance with Section 8.3 of
         the Indenture) shall be distributed to the Servicer;

              (xii)   an amount equal to Class B Monthly Interest for such
         Distribution Date, plus the amount of any Class B Monthly Interest
         previously due but not distributed to the Class B Noteholders on a
         prior

                                       24

<PAGE>

         Distribution Date, plus the amount of any Class B Additional Interest
         for such Distribution Date and any Class B Additional Interest
         previously due but not distributed to the Class B Noteholders on a
         prior Distribution Date, shall be distributed to the Paying Agent for
         payment to the Class B Noteholders; and

              (xiii)  the balance, if any, shall constitute "Shared Excess
         Finance Charge Collections" with respect to Group One to be applied in
         accordance with Section 4.1(h) of the Pooling and Servicing Agreement
         or Section 8.3(h) of the Master Indenture, as applicable.

         (b)  On each Distribution Date with respect to the Revolving Period,
the Available Principal Collections for such Distribution Date shall be treated
as "Shared Principal Collections" with respect to Group One and shall be applied
in accordance with Section 8.3(g) of the Master Indenture (and shall be retained
in the Excess Funding Account if required by Section 4.1(g) of the Pooling and
Servicing Agreement or Section 8.3(g) of the Master Indenture, as applicable).

         (c)  On each Distribution Date with respect to the Accumulation Period
or the Early Amortization Period, Available Principal Collections for such
Distribution Date shall be applied in the following priority:

              (i)     an amount equal to Class A Monthly Principal for such
         Distribution Date (minus the aggregate amount of Collections of
         Principal Receivables with respect to the preceding Collection Period
         transferred to the Principal Funding Account pursuant to Section
         4.5(d)) shall, during the Accumulation Period, be deposited in the
         Principal Funding Account for payment to the Class A Noteholders on the
         earlier to occur of the Expected Final Distribution Date and the first
         Special Distribution Date and, during the Early Amortization Period, be
         distributed to the Paying Agent for payment to the Class A Noteholders;

              (ii)    an amount equal to Class B Monthly Principal for such
         Distribution Date shall be distributed to the Paying Agent for payment
         to the Class B Noteholders; and

              (iii)   the balance, if any, shall be treated as "Shared Principal
Collections" with respect to Group One and shall be applied in accordance with
Section 4.1(g) of the Pooling and Servicing Agreement or Section 8.3(g) of the
Master Indenture, as applicable (and shall be retained in the Excess Funding
Account if required by Section 4.1(g) of the Pooling and Servicing Agreement or
Section 8.3(g) of the Master Indenture, as applicable).

                                       25

<PAGE>

         (d) On any Business Day during the Accumulation Period, the Servicer
may, in its sole discretion, direct the Indenture Trustee to transfer (and the
Indenture Trustee, at the written direction of the Servicer, shall transfer) the
Collections of Principal Receivables allocated to Series [_____] and on deposit
in the Collection Account on such Business Day to the Principal Funding Account;
provided, however, that the aggregate amount transferred from the Collection
Account to the Principal Funding Account for any Collection Period pursuant to
this Section 4.5(d) shall not exceed the Controlled Deposit Amount for the
following Distribution Date; and, provided further, that if, on any
Determination Date, the Servicer determines that the amount transferred from the
Collection Account to the Principal Funding Account for any Collection Period
pursuant to this Section 4.5(d) exceeded the Class A Monthly Principal for the
following Distribution Date, the Indenture Trustee shall, at the written
direction of the Servicer, transfer an amount equal to such excess from the
Principal Funding Account to the Collection Account.

         (e) Upon the Expected Final Distribution Date, the Trustee, at the
written direction of the Servicer, shall withdraw from the Principal Funding
Account all amounts, if any, on deposit in the Principal Funding Account and
shall distribute such amounts to the Class A Certificateholders, until the Class
A Invested Amount is reduced to zero.

         Section 4.6  Finance Charge Shortfall. On each Determination Date, the
Servicer shall determine whether there is a Finance Charge Shortfall for the
following Distribution Date. If the Finance Charge Shortfall for any
Distribution date is greater than zero, the Servicer shall give written notice
to the Indenture Trustee of such amount on the date of computation and all or a
portion of the Shared Excess Finance Charge Collections allocable to Series
[_____] pursuant to Section 4.1(h) of the Pooling and Servicing Agreement or
Section 8.3(h) of the Master Indenture, as applicable, with respect to the
preceding Collection Period in an amount equal to the Finance Charge Shortfall
for such Distribution Date shall be distributed from the Collection Account on
such Distribution Date to cover the Finance Charge Shortfall in the priority
specified in Section 4.5(a). The "Finance Charge Shortfall" for Series [_____]
for any Distribution Date shall be equal to the excess, if any, of (a) the
amount required to be paid, without duplication, pursuant to Section 4.5(a)(i)
through (xii) on such Distribution Date over (b) the Available Funds for such
Collection Period.

         Section 4.7  Investor Charge-Offs. On each Determination Date, the
Servicer shall calculate the Allocable Amount for the following Distribution
Date. If the Allocable Amount for any Distribution Date exceeds the amount of
Available Funds, Shared Excess Finance Charge Collections applied with respect
thereto pursuant to Sections 4.5(a)(iii) and 4.6, the Invested Amount shall be
reduced (but not below zero) on such Distribution Date by the amount of such

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excess (such reduction, an "Investor Charge-Off"); provided, however, that to
the extent that after giving effect to any such Investor Charge-Off the Invested
Amount would be less than the Class A Invested Amount, the Indenture Trustee
shall withdraw from the Spread Account an amount equal to the lesser of (i) the
amount by which the Invested Amount would have been reduced below the Class A
Invested Amount to fund such deficiency and (ii) the amount on deposit in the
Spread Account on such Distribution Date, after giving effect to any withdrawal
from the Spread Account on such Distribution Date to make interest payments on
the Class A Notes. If the amount of Available Funds, Shared Excess Finance
Charge Collections and funds on deposit in the Spread Account are not sufficient
to cover the Allocable Amount in full on any Distribution Date, then the
Invested Amount shall be reduced by the amount of such deficiency (a "Potential
Class A Charge-Off"), in which case the Indenture Trustee shall make a claim
under the Policy with respect to such Potential Class A Charge-Off pursuant to
Section 4.10, and, to the extent that the Insurer duly pays such claim, such
Investor Charge-Off shall be reduced by the amount of such claim.

         Section 4.8  Subordinated Principal Collections. On each Distribution
Date, the Indenture Trustee shall withdraw from the Spread Account an amount
equal to the lesser of (i) the amount, if any, of any deficiency pursuant to
Sections 4.5(a)(i) and (ii) (in that priority) and (ii) the amount on deposit in
the Spread Account on such Distribution Date. In the event that funds on deposit
in the Spread Account are not sufficient to cover such deficiency, the Servicer
shall apply, or shall instruct the Indenture Trustee in writing to apply,
Subordinated Principal Collections for such Distribution Date to fund such
deficiency. On each Distribution Date, the Invested Amount shall be reduced by
the amount of Subordinated Principal Collections for such Distribution Date.

         Section 4.9  Principal Shortfall. The "Principal Shortfall" for Series
[_____] shall be equal to (a) for any Distribution Date with respect to the
Revolving Period, zero, (b) for any Distribution Date with respect to the
Accumulation Period (on or prior to the Expected Final Distribution Date), the
excess, if any, of the sum of the Controlled Deposit Amount for such
Distribution Date and the Class B Monthly Principal, if any, over the amount of
Available Principal Collections for such Distribution Date (excluding any
portion thereof attributable to Shared Principal Collections), (c) for any
Distribution Date with respect to the Early Amortization Period, the excess, if
any, of the Invested Amount as of the end of the preceding Collection Period
over the amount of Available Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections) and
(d) for the first Distribution Date on which the Class A Notes have been paid in
full and for each Distribution Date thereafter, the excess, if any, of the
Invested Amount as of such Distribution Date (before giving effect to any
reduction thereof to be made on such Distribution Date) over the amount of
Available Principal Collections for

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<PAGE>

such Distribution Date (excluding any portion thereof previously deposited into
the Principal Funding Account and any portion thereof attributable to Shared
Principal Collections), or such lesser amount as may be designated by the
Servicer.

         On each Distribution Date with respect to the Accumulation Period or
the Early Amortization Period, the Indenture Trustee, at the written direction
of the Servicer, shall withdraw from the Excess Funding Account and deposit into
the Collection Account an amount equal to the product of (i) the amount on
deposit in the Excess Funding Account, if any, on such Distribution Date and
(ii) the percentage equivalent of a fraction, the numerator of which is the
Principal Shortfall with respect to Series [_____] for such Distribution Date
and the denominator of which is the aggregate Principal Shortfalls of all Series
then outstanding for such Distribution Date. The amount withdrawn from the
Excess Funding Account shall be included in Available Principal Collections for
such Distribution Date.

         Section 4.10 The Policy. (a) On the Closing Date, the Indenture Trustee
shall enter into the Insurance Agreement, pursuant to which the Policy will be
issued for the benefit of the Class A Noteholders.

         (b) Prior to 12:00 noon, New York City time, on the [third] Business
Day preceding each Distribution Date, the Servicer shall determine whether there
will be a Deficiency Amount on the following Distribution Date. If the Servicer
determines that there will be a Deficiency Amount on any Distribution Date, the
Servicer shall complete the notice in the form set forth as an exhibit to the
Policy (the "Notice") and submit such Notice in accordance with the Policy to
the Insurer no later than 3:00 p.m., New York time, on such Business Day, as a
claim for an Insured Obligation in an amount equal to such Deficiency Amount.
The Insurer shall remit or cause to be remitted to the Indenture Trustee such
Deficiency Amount in accordance with the terms of the Policy.

         (c) If payment of any amount guaranteed by the Insurer pursuant to the
Policy is avoided as a preference payment (the "Preference Amount") under
applicable bankruptcy, insolvency, receivership or similar law in the event of
an insolvency of the Transferor, the Servicer or the Issuer, the Insurer will
pay such amount out of its funds on the later of (a) the date when due to be
paid pursuant to the Order referred to below or (b) the first to occur of (i)
the fourth Business Day following Receipt by the Insurer or the fiscal agent
from the Indenture Trustee of (A) a certified copy of the order (the "Order") of
the court or other governmental body which exercised jurisdiction to the effect
that the Indenture Trustee is required to return the amount of any Insured
Obligations distributed with respect to the Class A Notes during the term of the
Policy because such distributions were avoidable preference payments under
applicable bankruptcy law, (B) a notice for

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<PAGE>

payment in the form specified by the Policy and (C) an assignment duly executed
and delivered by the Class A Noteholders, in such form as is reasonably required
by the Insurer and provided to the Class A Noteholders by the Insurer,
irrevocably assigning to the Insurer all rights and claims of the Class A
Noteholders relating to or arising under the Class A Notes against the debtor
which made such preference payment or otherwise with respect to such preference
payment or (ii) the date of Receipt by the Insurer or the fiscal agent from the
Indenture Trustee of the items referred to in clauses (A), (B) and (C) above if,
at least [_____] Business Days prior to such date of Receipt, the Insurer or the
fiscal agent shall have Received written notice from the Indenture Trustee that
such items were to be delivered on such date and such date was specified in such
notice. Such payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order and not to the
Indenture Trustee or the Class A Noteholders directly. The terms "Receipt" and
"Received", with respect to the Policy, mean actual delivery to the Insurer and
to its fiscal agent appointed by the Insurer at its option, if any, prior to
1:00 p.m., New York City time, on a Business Day; delivery either on a day that
is not a Business Day or after 1:00 p.m., New York City time, shall be deemed to
be Received on the next succeeding Business Day. If any notice or certificate
given under the Policy by the Indenture Trustee is not in proper form or is not
properly completed, executed or delivered, it shall be deemed not to have been
Received, and the Insurer or the fiscal agent shall promptly so advise the
Indenture Trustee and the Indenture Trustee may submit an amended notice.

         (d) If the claims paying ability rating of the Insurer is downgraded
and such downgrade would result in a downgrading of the then current rating of
the Class A Notes (a "Replacement Event"), the Transferor, in accordance with
and upon satisfaction of the conditions set forth in the Policy, including
payment in full of all amounts owed to the Insurer, may, but shall not be
required to, substitute a new surety bond or surety bonds for the existing
Policy or may arrange for any other form of Enhancement; provided, however, that
in each case the Class A Notes shall be rated no lower than the rating assigned
by each Rating Agency to the Class A Notes prior to such Replacement Event and
the timing and mechanism for drawing on such new Enhancement shall be reasonably
acceptable to the Indenture Trustee. Upon receipt of the new Enhancement, the
Indenture Trustee shall surrender the replaced Policy to the Insurer.

         (e) The Indenture Trustee shall (i) receive as attorney-in-fact of the
applicable owners each Insured Obligation from the Insurer and (ii) distribute
the same to (a) the Class A Noteholders as provided in Section 5.1 to the extent
that such amounts relate to Monthly Interest or principal of the Class A Notes,
respectively, and (b) the Servicer to the extent that such amounts relate to
Potential Class A Charge-Offs and are to be applied (as Available Principal
Collections) in any other manner. Any and all Insured Obligations disbursed by

                                       29

<PAGE>

the Indenture Trustee from claims made under the Policy shall not be considered
payment by the Issuer with respect to the Class A Notes or other applicable
obligations, nor shall such payments discharge the obligation of the Issuer with
respect to the Class A Notes or other obligations, and the Insurer shall become
the owner of such unpaid amounts due from the Issuer in respect of Insured
Obligations. If, on any Distribution Date, the Indenture Trustee or the Servicer
determines that the Insurer has paid more under the Policy than is required by
the terms hereof, the Indenture Trustee shall promptly return such excess to the
Insurer. The Indenture Trustee shall keep a complete and accurate record of the
amount of the Insured Obligations paid. The Insurer shall have the right to
inspect such record during normal business hours upon prior notice to the
Indenture Trustee.

     (f) So long as no Control Transfer Event shall have occurred and be
continuing, the Insurer shall be deemed to be the sole Holder of the Series
[_____] Notes for the purpose of exercising voting rights and the giving of any
consents, approvals, instructions, directions, declarations and notices relating
to the Series [_____] Notes. However, for any amendment or waiver requiring the
consent of all affected Noteholders, the consent of the Insurer and all affected
Noteholders shall be required.

     Section 4.11 Principal Funding Account. (g) The Servicer shall establish
and maintain, in the name of the Indenture Trustee, for the benefit of the
Series [_____] Noteholders, with an Eligible Institution a segregated trust
account (the "Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Class A Noteholders. The Principal Funding Account shall initially be
established with the Indenture Trustee. The Indenture 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. The Principal Funding
Account shall be under the sole dominion and control of the Indenture Trustee
for the benefit of the Class A Noteholders. If, at any time, the institution
holding the Principal Funding Account ceases to be an Eligible Institution, the
Indenture Trustee (or the Servicer on its behalf) shall within [_____] Business
Days establish a new Principal Funding Account meeting the conditions specified
above with an Eligible Institution and shall transfer any cash and/or any
investments to such new Principal Funding Account. Pursuant to the authority
granted to the Servicer in Section 3.1(b) of the Pooling and Servicing Agreement
or the Transfer and Servicing Agreement, as applicable, the Servicer shall have
the power, revocable by the Indenture Trustee, to make withdrawals and payments
or to instruct the Indenture Trustee to make withdrawals and payments from the
Principal Funding Account for the purposes of carrying out the Servicer's or the
Indenture Trustee's duties hereunder.

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<PAGE>

     (b) Funds on deposit in the Principal Funding Account shall be invested by
the Indenture Trustee, at the written direction of the Servicer, in Eligible
Investments that will mature so that such funds will be available for withdrawal
on or prior to the following Distribution Date and that meet the additional
requirements specified in the Insurance Agreement. The Indenture Trustee shall
maintain, for the benefit of the Class A Noteholders, possession of the
negotiable instruments or securities, if any, evidencing such Eligible
Investments. No Eligible Investment shall be disposed of prior to its maturity;
provided, however, that the Indenture Trustee may sell, liquidate or dispose of
an Eligible Investment before its maturity, if so directed by the Servicer in
writing, the Servicer having reasonably determined that the interest of the
Class A Noteholders may be adversely affected if such Eligible Investment is
held to its maturity. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on deposit
in the Principal Funding Account ("Principal Funding Investment Proceeds") shall
be applied as set forth in Section 4.11(c).

     (c) On each Distribution Date with respect to the Accumulation Period, the
Indenture Trustee, at the written direction of the Servicer, shall withdraw from
the Principal Funding Account and deposit into the Collection Account all
Principal Funding Investment Proceeds received during the preceding Collection
Period. The Indenture Trustee, at the written direction of the Servicer, shall
apply the Principal Funding Investment Proceeds withdrawn from the Principal
Funding Account on any Distribution Date as Available Funds.

     (d) Reinvested interest and other investment earnings on funds on deposit
in the Principal Funding Account shall not be considered to be principal amounts
on deposit therein for purposes of this Indenture Supplement.

     Section 4.12 Reserve Account. (d) The Servicer shall establish and
maintain, in the name of the Indenture Trustee, for the benefit of the Class A
Noteholders, with an Eligible Institution a segregated trust account (the
"Reserve Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Class A Noteholders. The
Reserve Account shall initially be established with the Indenture Trustee. The
Indenture 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
Indenture Trustee for the benefit of the Class A Noteholders. If, at any time,
the institution holding the Reserve Account ceases to be an Eligible
Institution, the Indenture Trustee (or the Servicer on its behalf) shall within
[_____] Business Days establish a new Reserve Account meeting the conditions
specified above with an Eligible Institution and shall transfer any cash and/or
any investments to such new Reserve Account. The Indenture Trustee, at the
written direction of the Servicer, shall (i) make

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<PAGE>

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 Indenture, and (ii) on each Distribution Date (from and after the Reserve
Account Funding Date) prior to the termination of the Reserve Account, make a
deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, Section 4.5(a)(x)).

     (b) Funds on deposit in the Reserve Account shall be invested by the
Indenture Trustee, at the written direction of the Servicer, in Eligible
Investments that will mature so that such funds will be available for withdrawal
on or prior to the following Distribution Date. The Indenture Trustee shall
maintain, for the benefit of the Class A Noteholders, possession of the
negotiable instruments or securities, if any, evidencing such Eligible
Investments. No Eligible Investment shall be disposed of prior to its maturity;
provided, however, that the Indenture Trustee may sell, liquidate or dispose of
an Eligible Investment before its maturity, if so directed by the Servicer in
writing, the Servicer having reasonably determined that the interest of the
Class A Noteholders may be adversely affected if such Eligible Investment is
held to its maturity. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) 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
Amount and the balance, if any, shall be applied in accordance with Section
4.12(e). For purposes of determining the availability of funds or the balance in
the Reserve Account for any reason under this Indenture Supplement, except as
otherwise provided in the preceding sentence, interest and other investment
earnings on such funds shall be deemed not to be available or on deposit.

     (c) On the Determination Date preceding each Distribution Date with respect
to the Accumulation Period (prior to the Expected Final Distribution Date) and
the first Special Distribution Date, the Servicer shall calculate the amount
(the "Reserve Account Draw Amount") if any, by which the Covered Amount for such
Distribution Date or Special Distribution Date exceeds the Principal Funding
Investment Proceeds for such Distribution Date or Special Distribution Date.

     (d) On each Distribution Date on which the Reserve Account Draw Amount is
greater than zero, the Indenture Trustee, at the written direction of the
Servicer, shall withdraw from the Reserve Account and deposit into the
Collection Account an amount equal to the lesser of such Reserve Account Draw
Amount and the Available Reserve Account Amount. The Indenture Trustee, at the
written direction of the Servicer, shall apply the amount withdrawn from the
Reserve Account on any Distribution Date pursuant to this Section 4.12(d) as
Available Funds.

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<PAGE>

     (e) On each Distribution Date with respect to the Accumulation Period
(prior to the Expected Final Distribution Date) and the first Special
Distribution Date, the Indenture Trustee, at the written direction of the
Servicer, shall withdraw from the Reserve Account and deposit into the
Collection Account all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Reserve Account to the extent
that the Available Reserve Account Amount for such Distribution Date exceeds the
Required Reserve Account Amount for such Distribution Date. The Indenture
Trustee, at the written direction of the Servicer, shall apply the amount
withdrawn from the Reserve Account on any Distribution Date pursuant to this
Section 4.12(e) as Available Funds.

     (f) On each Distribution Date on which the Reserve Account Surplus is
greater than zero, the Indenture Trustee, at the written direction of the
Servicer, shall withdraw from the Reserve Account and pay to the Holder of the
Exchangeable Transferor Certificate an amount equal to such Reserve Account
Surplus.

     (g) Upon the earliest to occur of (i) the termination of the Issuer
pursuant to Article XI of the Indenture, (ii) the day on which the Class A Notes
shall have been paid in full, (iii) if the Accumulation Period has not
commenced, the occurrence of an Early Amortization Event with respect to Series
[_____] and (iv) if the Accumulation Period has commenced, the earlier of the
first Special Distribution Date and the Expected Final Distribution Date, the
Indenture Trustee, at the written direction of the Servicer, after the prior
payment of all amounts owing to the Series [_____] Noteholders which are payable
from the Reserve Account as provided herein, shall withdraw from the Reserve
Account and pay to the Holder of the Exchangeable Transferor Certificate all
amounts, if any, on deposit in the Reserve Account, and the Reserve Account
shall be deemed to have terminated for all purposes of the Indenture.

     Section 4.13 Postponement of Accumulation Period. The Accumulation Period
is scheduled to commence at the end of the day on the last day of the [_____]
Collection Period; provided, however, that, if the Accumulation Period Length
(determined as described below) shall be less than 12 months, the date on which
the Accumulation Period actually commences may, at the option of the Transferor,
be delayed to the first day of any month that is a number of whole months prior
to the Expected Final Distribution Date at least equal to the Accumulation
Period Length and, as a result, the number of Collection Periods in the
Accumulation Period shall at least equal the Accumulation Period Length. On each
Determination Date until the Accumulation Period begins, the Servicer shall
determine the "Accumulation Period Length," which shall equal the number of
whole months such that the sum of the Accumulation Period Factors for each month
during such period will be equal to or greater than the Required

                                       33

<PAGE>

Accumulation Factor Number; provided, however, that the Accumulation Period
Length shall not be determined to be less than one month.

     Section 4.14 Suspension of Accumulation Period. (a) The Transferor may, in
its sole discretion and upon written notice to each Rating Agency, elect to
suspend the commencement of the Accumulation Period. The commencement of the
Accumulation Period shall be suspended upon delivery by the Transferor to the
Indenture Trustee of (i) an Officer's Certificate stating that the Transferor
has elected to suspend the commencement of the Accumulation Period and that all
conditions precedent to such suspension set forth in this Section 4.14 have been
satisfied, (ii) a copy of an executed Qualified Maturity Agreement and (iii) an
Opinion of Counsel addressed to the Indenture Trustee as to the due
authorization, execution and delivery and the validity and enforceability of
such Qualified Maturity Agreement. The Transferor does hereby transfer, assign,
set-over, and otherwise convey to the Indenture Trustee for the benefit of the
Class A Noteholders and the Class B Noteholders, without recourse, all of its
rights under any Qualified Maturity Agreement obtained in accordance with this
Section 4.14 and all proceeds thereof. Such property shall constitute Trust
Assets for all purposes of the Indenture. The foregoing transfer, assignment,
set-over and conveyance does not constitute and is not intended to result in a
creation or an assumption by the Issuer, the Indenture Trustee or any Noteholder
of any obligation of the Transferor or any other Person in connection with a
Qualified Maturity Agreement or under any agreement or instrument relating
thereto.

     The Indenture Trustee hereby acknowledges its acceptance, to the extent
validly transferred, assigned, set-over or otherwise conveyed to the Indenture
Trustee, for the benefit of the Class A Noteholders, of all of the rights
previously held by the Transferor under any Qualified Maturity Agreement
obtained by the Transferor and all proceeds thereof, and declares that it shall
hold such rights upon the trust set forth herein and in the Indenture, and
subject to the terms hereof and thereof, for the benefit of the Class A
Noteholders and the Class B Noteholders.

     (b) The Transferor shall cause the provider of each Qualified Maturity
Agreement to deposit into the Principal Funding Account on or before the
Expected Final Distribution Date an amount equal to the Class A Note Principal
Balance on such Distribution Date; provided, however, that the Transferor may
instead elect to fund all or a portion of such deposit with the proceeds of the
issuance of a new Series or with the Available Principal Collections for such
Distribution Date. The amount deposited shall be applied on the Expected Final
Distribution Date pursuant to Section 4.5(c) as if the commencement of the
Accumulation Period had not been suspended.

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<PAGE>

     (c) Each Qualified Maturity Agreement shall terminate at the close of
business on the Expected Final Distribution Date; provided, however, that the
Transferor may terminate a Qualified Maturity Agreement prior to such
Distribution Date if (i) it obtains a substitute Qualified Maturity Agreement,
(ii) the provider of the Qualified Maturity Agreement ceases to qualify as a
Qualified Institution and the Transferor is unable to obtain a substitute
Qualified Maturity Agreement or (iii) an Early Amortization Event occurs. In
addition, the Transferor may terminate a Qualified Maturity Agreement prior to
the later of the last day of the [_____] Collection Period and the date to which
the commencement of the Accumulation Period may be postponed pursuant to Section
4.12 (as determined on the Determination Date preceding the date of such
termination), in which case the commencement of the Accumulation Period shall be
determined as if the Transferor had not elected to suspend such commencement. In
the event that the provider of a Qualified Maturity Agreement ceases to qualify
as a Qualified Institution, the Transferor shall use its best efforts to obtain
a substitute Qualified Maturity Agreement. The Transferor shall notify the
Rating Agencies in writing if it intends to terminate a Qualified Maturity
Agreement prior to the Expected Final Distribution Date.

     (d) If a Qualified Maturity Agreement is terminated prior to the earlier of
the Expected Final Distribution Date and the commencement of the Early
Amortization Period and the Transferor does not obtain a substitute Qualified
Maturity Agreement, the Accumulation Period shall commence on the latest of (i)
the last day of the [_____] Collection Period, (ii) at the election of the
Transferor, the date to which the commencement of the Accumulation Period may be
postponed pursuant to Section 4.13 (as determined on the date of such
termination) and (iii) the first day of the Collection Period following the date
of such termination.

     Section 4.15 Spread Account. (a) On or prior to the Closing Date, the
Indenture Trustee shall establish and maintain a fully segregated trust account
at an Eligible Institution (which may not, unless agreed to by the Insurer, be
the Originator, the Transferor or an Affiliate thereof) (the "Spread Account").
The Spread Account shall be maintained under the sole dominion and control of
the Insurer. The Spread Account will be entitled "[______] Series [_____]."
Neither the Originator, the Transferor, the Servicer, the Certificate Trust, the
Note Trust, the Trustee, the Indenture Trustee (other than as the Eligible
Institution holding the Spread Account) nor the Noteholders shall have any
interest in the Spread Account, the funds on deposit in the Spread Account from
time to time, any investments made from time to time with such funds or any
proceeds of such investments except as provided herein and in the Transfer and
Servicing Agreement or the Indenture. Funds on deposit in the Spread Account
shall be invested in Eligible Investments as the Insurer or its agent shall
specify. The Insurer hereby appoints FNANB as its agent (unless and until a
Spread Account

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<PAGE>

Trigger Event occurs or the Insurer otherwise terminates the appointment) to
specify to the Eligible Institution holding the Spread Account the Eligible
Investments for the funds on deposit in the Spread Account, which investments
shall be payable on demand or mature not later than the Business Day preceding
the next Distribution Date and shall be held to maturity. All investments shall
be made in the name of the Insurer and held by the Eligible Institution holding
the Spread Account, or its securities intermediary or nominee, as agent of and
for the benefit of the Insurer. Income earned on funds deposited to the Spread
Account, if any, shall be considered a part of the Spread Account, up to the
Required Spread Account Amount. The taxpayer identification number associated
with the Spread Account shall be that of the Transferor. In the event the
institution holding the Spread Account ceases to be an Eligible Institution, the
Insurer shall direct the Indenture Trustee to establish a new Spread Account and
to transfer the amounts on deposit therein and any investments then in the
Spread Account to the new Spread Account within [_____] Business Days of such
direction at an Eligible Institution acceptable to the Insurer. For purposes of
determining the availability of funds or the balance in the Spread Account for
any reason under this Insurance Agreement, investment earnings on such funds
shall be deemed to be available or on deposit only to the extent that the
aggregate of such amount, plus the funds on deposit in the Spread Account, do
not exceed the Required Spread Account Amount.

     (b) On each Distribution Date, after giving effect to all distributions
pursuant to Section 4.5(a), funds deposited to the Spread Account, including any
investment earnings, shall be applied (based upon calculations of the Servicer
delivered to the Insurer, the Eligible Institution holding the Spread Account
and the Indenture Trustee) in the following order of priority: first, to the
Insurer to pay the portion of the Reimbursement Amount attributable to interest
thereon; second, to the Insurer to reimburse the Insurer for the Reimbursement
Amount (other than with respect to (i) the portions of the Reimbursement Amount
attributable to interest thereon paid in item first above and (ii) Additional
Reimbursement Amounts to the extent paid by the Originator, the Transferor or
the Servicer, as applicable); third, to replenish the Spread Account up to the
Required Spread Account Amount; and fourth, to the extent funds on deposit in
the Spread Account exceed the Required Spread Account Amount, to the following
persons in the following order of priority: (i) to the Insurer to satisfy any
obligations of the Issuer, the Originator, the Transferor or the Servicer to pay
interest to the Insurer under this Insurance Agreement; (ii) to the Insurer to
satisfy all other unpaid obligations of the Issuer, the Originator, the
Transferor or the Servicer under the Insurance Agreement, including without
limitation, payment of the Monthly Series Enhancement Fee under Section 2.03 of
this Insurance Agreement and any other unpaid Insurance Policy Obligation Amount
and (iii) all remaining excess amounts, if any, will be released to the
Transferor.

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<PAGE>

     (c) After the Class A Invested Amount has been paid in full, any
unreimbursed Policy draws, any unpaid Insurance Policy Obligation Amount and any
other amounts owed to the Insurer under the Transaction Documents, including any
interest thereon, shall be paid to the Insurer from amounts remaining in the
Spread Account. After all obligations of the Insurer under the Policy have
terminated and the Policy has been returned to the Insurer and all amounts owed
to the Insurer under the Transaction Documents have been fully paid, any amounts
remaining in the Spread Account will be released to the Transferor.

                                   ARTICLE V

                    DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

     Section 5.1 Distributions. (a) On each Determination Date, the Servicer
shall deliver to the Indenture Trustee, the Paying Agent and each Rating Agency
a certificate substantially in the form of Exhibit C prepared by the Servicer.

     (b) On each Distribution Date, the Paying Agent shall distribute to each
Class A Noteholder of record as of the preceding Record Date (other than as
provided in Section 11.2 of the Master Indenture respecting a final
distribution) such Class A Noteholder's pro rata share of the amounts that are
available on such Distribution Date to pay interest on the Class A Notes
pursuant to this Indenture Supplement, including amounts made available as a
result of a draw on the Policy.

     (c) On the Expected Final Distribution Date and each Special Distribution
Date, the Paying Agent shall distribute to each Class A Noteholder of record as
of the preceding Record Date (other than as provided in Section 11.2 of the
Master Indenture respecting a final distribution) such Class A Noteholder's pro
rata share of the amounts that are available on such date to pay principal of
the Class A Notes pursuant to this Indenture Supplement, including amounts made
available as a result of a draw on the Policy.

     (d) On each Distribution Date, the Paying Agent shall distribute to each
Class B Noteholder of record as of the preceding Record Date (other than as
provided in Section 11.2 of the Master Indenture respecting a final
distribution) such Class B Noteholder's pro rata share of the amounts that are
available on such Distribution Date to pay interest on the Class B Notes
pursuant to this Indenture Supplement.

     (e) On the Class B Principal Commencement Date and each Distribution Date
thereafter, the Paying Agent shall distribute to each Class B Noteholder of
record as of the preceding Record Date (other than as provided in Section 11.2
of the Master Indenture respecting a final distribution) such Class B

                                       37

<PAGE>

Noteholder's pro rata share of the amounts that are available on such date to
pay principal of the Class B Notes pursuant to this Indenture Supplement.

     (f) Except as provided in Section 11.2 of the Master Indenture with respect
to a final distribution, distributions to Series [_____] Noteholders hereunder
shall be made by check mailed to each such Noteholder at such Noteholder's
address appearing in the Note Register without presentation or surrender of any
such Series [_____] Note or the making of any notation thereon; provided,
however, that, with respect to any such Series [_____] Notes registered in the
name of a Clearing Agency, such distributions shall be made to such Clearing
Agency in immediately available funds; and, provided further, that, with respect
to the Class B Notes, such distributions shall be made to the Class B Noteholder
in immediately available funds if the Class B Noteholder shall have delivered
written instructions to the Indenture Trustee with respect to such
distributions.

     Section 5.2 Statements to Series [_____] Noteholders. On each Distribution
Date, the Paying Agent, on behalf of the Indenture Trustee, shall forward to
each Series [_____] Noteholder of record as of the preceding Record Date a
statement substantially in the form of Exhibit D prepared by the Servicer
setting forth certain information relating to the Issuer and the Series [_____]
Notes.

     On or before January 31 of each calendar year, beginning with [_____], the
Paying Agent, on behalf of the Indenture Trustee, shall furnish or cause to be
furnished to each Person who at any time during the preceding calendar year was
a Series [_____] Noteholder a statement prepared by the Servicer containing the
information which is required to be contained in the monthly statement referred
to in the preceding paragraph, aggregated for such calendar year or the
applicable portion thereof during which such Person was a Series [_____]
Noteholder, together with such other information as is required to be provided
by an issuer of indebtedness under the Code and such other customary information
as is necessary to enable the Series [_____] Noteholders to prepare their tax
returns. Such obligation of the Servicer shall be deemed to have been satisfied
to the extent that substantially comparable information shall have been provided
by the Paying Agent pursuant to any requirements of the Code as from time to
time in effect.

                                   ARTICLE VI

                            EARLY AMORTIZATION EVENTS

     Section 6.1 Early Amortization Events. If any one of the events specified
in Section 5.1 of the Master Indenture or any one of the following events shall

                                       38

<PAGE>

occur during either the Revolving Period or the Accumulation Period with respect
to the Series [_____] Notes:

               (i)   failure on the part of the Transferor (x) to make any
         payment or deposit required to be made by the Transferor by the terms
         of the Pooling and Servicing Agreement or the Transfer and Servicing
         Agreement on or before the date occurring [_____] Business Days after
         the date such payment or deposit is required to be made; or (y) duly to
         observe or perform in any material respect any other covenants or
         agreements of the Transferor set forth in the Indenture that continues
         unremedied for a period of [_____] 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 Indenture Trustee, or to the
         Transferor and the Indenture Trustee by the Holders of Series [_____]
         Notes evidencing not less than 50% of the Note Principal Balance, and
         as a result of which the interests of the Series [_____] Noteholders
         are materially and adversely affected (which determination shall be
         made without giving effect to the availability of the Policy);

               (ii)  any representation or warranty made by the  ransferor in
         the Pooling and Servicing Agreement or the Transfer and Servicing
         Agreement shall prove to have been incorrect in any material respect
         when made that continues to be incorrect in any material respect for a
         period of [_____] 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 Indenture Trustee, or to the Transferor and the
         Indenture Trustee by the Holders of Series [_____] Notes evidencing not
         less than 50% of the Note Principal Balance, and as a result of which
         the interests of the Series [_____] Noteholders are materially and
         adversely affected (which determination shall be made without giving
         effect to the availability of the Policy); provided, however, that if
         the representation or warranty which was breached relates to any
         particular Receivable or group of Receivables, an Early Amortization
         Event shall not be deemed to have occurred hereunder if the Transferor
         shall have accepted reassignment of such Receivable, or all of such
         Receivables, if applicable, during such period (or such longer period
         not to exceed a total of [_____] days as the Indenture Trustee may
         specify) in accordance with the provisions of the Indenture;

               (iii) any Servicer Default shall occur that would have a material
         adverse effect on the Holders of the Series [_____] Notes (which
         determination shall be made without giving effect to the availability
         of the Policy);

                                       39

<PAGE>

               (iv)   the Transferor shall fail to designate Additional Accounts
         or cause the Issuer to repurchase Notes in an amount and within the
         time period required by Section 2.6(a) of the Pooling and Servicing
         Agreement or the Transfer and Servicing Agreement, as applicable;

               (v)    the average of the Portfolio Yields for any three
         consecutive Collection Periods minus the average of the Base Rates for
         such three consecutive Collection Periods shall be less than [_____]%;

               (vi)   the Receivables Purchase Agreement shall be terminated;

               (vii)  the Class A Notes shall not be paid in full on the
         Expected Final Distribution Date;

               (viii) an Event of Default shall occur with respect to Series
         [_____] and the maturity of the Series [_____] Notes shall be
         accelerated pursuant to Section 5.3 of the Master Indenture;

               (ix)   an Early Amortization Event (as defined in the Pooling
         and Servicing Agreement) shall occur prior to the Certificate Trust
         Termination Date; or

               (x)    any draw shall be made on the Policy;

         then, in the case of any event described in clause (i), (ii) or (iii),
         an Early Amortization Event will be deemed to have occurred with
         respect to the Series [_____] Notes only if, after any applicable grace
         period described in the clauses, either (x) the Indenture Trustee
         acting at the direction or with the consent of the Insurer so long as
         the Insurer has not defaulted on its obligations under the Policy and
         is not insolvent, or (y) the Holders of Series [_____] Notes evidencing
         more than 50% of the Note Principal Balance, in each case by written
         notice to the Transferor and the Servicer (and to the Indenture
         Trustee, if given by such Holders) declare that an Early Amortization
         Event has occurred as of the date of such notice, and, in the case of
         any event described in Section 5.1 of the Master Indenture an Early
         Amortization Event with respect to all Series, and in the case of any
         event described in clause (iv), (v), (vi), (vii), (viii), (ix) or (x)
         an Early Amortization Event with respect to only the Series [_____]
         Notes, will be deemed to have occurred without any notice or other
         action on the part of the Indenture Trustee or the Holders of the
         Series [_____] Notes immediately upon the occurrence of such event
         unless, so long as the Insurer has not defaulted on its obligations
         under the Policy and is not insolvent, such Early Amortization Event
         has been waived by the Insurer.

                                       40

<PAGE>

                                  ARTICLE VII

                                  MISCELLANEOUS

         Section 7.1 Restrictions on Transfer.

         (a) Each Class A Note will bear a legend or legends substantially
in the following form:

AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A NOTE AT
ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         (b) The Transferor may at any time, without the consent of the Series
[_____] Noteholders, (i) sell or transfer all or a portion of the Class B Notes,
provided that (A) the Transferor shall have given notice to the Indenture
Trustee, the Servicer and each Rating Agency of such proposed sale or transfer
at least [_____] Business Days prior to the consummation of such sale or
transfer, (B) no Early Amortization Event shall have occurred prior to the
consummation of such proposed sale or transfer; (C) the Transferor shall have
delivered an Officer's Certificate dated the date of the consummation of such
proposed sale or transfer 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 (D) the Transferor shall have provided an Opinion of
Counsel addressed to the Indenture Trustee, dated the date of such certificate,
to the effect that such proposed sale or transfer will not (x) adversely affect
the tax characterization as debt of Notes of any outstanding Series or Class
with respect to which an Opinion of Counsel addressed to the Indenture Trustee
was delivered at the time of their issuance that such Notes would be
characterized as debt, (y) cause the Issuer to be classified, for federal income
tax purposes, as an association (or publicly traded partnership) taxable as a
corporation and (z) cause or constitute an event in which gain or loss would be
recognized by any Noteholder.

         (c) No Class B Note or any interest therein may be Transferred except
in accordance with this Section 7.1. No Class B Note or any interest therein may
be Transferred to any Person (each, an "Assignee") unless the Assignee shall
have executed and delivered the certification referred to in Section 7.1(d) and
each of the Transferor and the Servicer shall have granted its prior consent
thereto. The consent of the Transferor and the Servicer shall be granted unless
the Transferor reasonably determines that such Transfer would create a risk that
the Issuer would be classified for federal or any applicable state tax purposes
as an association or publicly traded partnership taxable as a corporation;
provided, however, that any attempted Transfer that would cause the number of
Holders to exceed ninety-nine shall be void.

                                       41

<PAGE>

       (d) Each initial purchaser of a Class B Note or any interest therein and
any Assignee shall certify to the Transferor, the Servicer and the Indenture
Trustee that it is either (x)(A) a citizen or resident of the United States, (B)
a corporation, partnership or other entity organized in or under the laws of the
United States or any political subdivision thereof which, if such entity is a
tax-exempt entity, recognizes that payments with respect to the Class B Notes
may constitute unrelated business taxable income or (C) a person not described
in (A) or (B) whose ownership of the Class B Notes is effectively connected with
the conduct of a trade or business within the United States (within the meaning
of the Code) and whose ownership of any interest in a Class B Note will not
result in any withholding obligation with respect to any payments with respect
to the Class B Notes by any Person and who will furnish to the Noteholder making
the Transfer, the Servicer and the Indenture Trustee, a properly executed United
States Internal Revenue Service Form W-8ECI (and agree to provide a new Form
W-8ECI upon the expiration or obsolescence of any previously delivered form and
comparable statements in accordance with applicable United States laws) or (y)
an estate or trust the income of which is includible in gross income for United
States federal income tax purposes.

       (e) Each initial purchaser of a Class B Note or any interest therein and
any Assignee shall certify to the Transferor, the Servicer and the Indenture
Trustee that it has neither acquired nor will it Transfer any interest in a
Class B Note or cause an interest in a Class B Note to be marketed on or through
(i) an "established securities market" within the meaning of Section 7704(b)(1)
of the Code and any treasury 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 treasury regulation
thereunder, including, without limitation, a market wherein interests in the
Class B Notes 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 Notes and stands ready to effect
buy or sell transactions at the quoted price for itself or on behalf of others.
In addition, each initial purchaser of a Class B Note or any interest therein
and any Assignee shall certify, prior to any delivery or Transfer to it of a
Class B Note, that it is not and will not become, for so long as it holds an
interest in a Class B Note, a partnership, Subchapter S corporation or grantor
trust for United States federal income tax purposes. If an initial purchaser of
an interest in a Class B Note or an Assignee cannot make the certification
described in the preceding sentence, the Transferor may, in its sole discretion,
prohibit a Transfer to such entity; provided, however, that if the Transferor
agrees to permit such a Transfer, the Transferor, the Servicer or the Indenture
Trustee may require additional certifications in order to prevent the Issuer
from being treated as a publicly traded partnership. Each Holder acknowledges
that special tax counsel to the Transferor may render

                                       42

<PAGE>

Opinions of Counsel from time to time to the Transferor and others that the
Issuer will not be treated as a publicly traded partnership taxable as a
corporation, and that such Opinions of Counsel will rely in part on the accuracy
of the certifications in this Section 7.1(b).

       (f) Each Class B Note will bear a legend or legends substantially in the
following form:

EACH PURCHASER OF THIS CLASS B NOTE REPRESENTS AND WARRANTS FOR THE BENEFIT OF
THE TRANSFEROR AND THE INDENTURE 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")) WHETHER OR NOT SUBJECT TO
TITLE I OF ERISA, (II) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE")) WHETHER OR NOT SUBJECT TO SECTION
4975 OF THE CODE, (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS"
(AS DESCRIBED IN 29 C.F.R. 2510.3-101) BY REASON OF A PLAN'S INVESTMENT IN SUCH
ENTITY OR (IV) A PERSON INVESTING "PLAN ASSETS" (AS DESCRIBED IN 29 C.F.R.
2510.3-101) OF ANY SUCH PLAN (INCLUDING, FOR PURPOSES OF CLAUSES (III) AND (IV),
INSURANCE COMPANY GENERAL ACCOUNTS BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940, AS AMENDED).

THIS CLASS B NOTE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY AN
INTEREST IN THIS CLASS B NOTE BE MARKETED, ON OR THROUGH AN "ESTABLISHED
SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE CODE AND ANY
TREASURY REGULATION THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN
OVER-THE-COUNTER-MARKET OR AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY
DISSEMINATES FIRM BUY OR SELL QUOTATIONS.

       THIS CLASS B NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER OF THIS CLASS B NOTE, BY THE PURCHASE HEREOF, AGREES
THAT THIS CLASS B NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) TO THE TRANSFEROR OR (2) TO A LIMITED NUMBER OF INSTITUTIONAL
"ACCREDITED INVESTORS" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR

                                       43

<PAGE>

(7) UNDER THE SECURITIES ACT) AND IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT (UPON DELIVERY OF THE DOCUMENTATION REQUIRED
BY THE POOLING AND SERVICING AGREEMENT AND, IF THE INDENTURE TRUSTEE SO
REQUIRES, AN OPINION OF COUNSEL SATISFACTORY TO THE INDENTURE TRUSTEE). EACH
BENEFICIAL OWNER OF A CLASS B NOTE, BY THE ACCEPTANCE OF A BENEFICIAL INTEREST
HEREIN, IS DEEMED TO REPRESENT THAT IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR"
(AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT). THIS
CLASS B NOTE WILL NOT BE ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT UPON
PRESENTATION OF EVIDENCE SATISFACTORY TO THE TRANSFER AGENT AND REGISTRAR THAT
THE RESTRICTIONS ON TRANSFER SET FORTH IN THE SERIES [_____] INDENTURE
SUPPLEMENT HAVE BEEN COMPLIED WITH. THIS CLASS B NOTE MAY NOT BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE PRIOR WRITTEN CONSENT OF
EACH OF THE TRANSFEROR AND THE SERVICER AND UNLESS AND UNTIL THE INDENTURE
TRUSTEE SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED BY THE SERIES [_____]
INDENTURE SUPPLEMENT.

       (g) AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

       (h) Upon surrender for registration of transfer of a Class B Note at the
office of the Transfer Agent and Registrar, accompanied by a certification by
the Class B Noteholder substantially in the form attached as Exhibit E, executed
by the registered owner, in person or by such Class B Noteholder's attorney
thereunto duly authorized in writing, and receipt by the Indenture Trustee of
the written consent of each of the Transferor and the Servicer to such transfer,
such Class B Note shall be transferred upon the Note Register, and the
Transferor shall execute, and the Indenture Trustee shall authenticate and
deliver, in the name of the designated transferees one or more new registered
Class B Notes of any authorized denominations and of a like aggregate principal
amount and tenor. Each transfer of a Class B Note shall be subject to the
restrictions set forth in this Section 7.1 and to such other restrictions as
shall be set forth in the text of the Class B Notes. Successive registrations
and registrations of transfers as aforesaid may be made from time to time as
desired, and each such registration shall be noted on the Note Register.

       Section 7.2 Ratification of Master Indenture. As supplemented by this
Indenture Supplement, the Indenture is in all respects ratified and confirmed
and

                                       44

<PAGE>

the Indenture as so supplemented by this Indenture Supplement shall be read,
taken, and construed as one and the same instrument.

       Section 7.3 Counterparts. This Indenture Supplement may be executed in
two or more counterparts (and by different parties on separate counterparts),
each of which shall be an original, but all of which together shall constitute
one and the same instrument.

       Section 7.4 Governing Law. THIS INDENTURE SUPPLEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

       Section 7.5 Subordination of Certain Termination Payments.
Notwithstanding anything contained in Section 7.1(b), upon the sale of
Receivables or interests therein as provided in Section 7.1(b), the proceeds of
any such sale payable in respect of the Series [_____] Notes shall be payable
first to the Class A Noteholders on a pro rata basis until all obligations
payable in respect of the Class A Notes are paid in full, then to the Class B
Noteholders on a pro rata basis until all obligations payable in respect of the
Class B Notes are paid in full.

       Section 7.6 Paired Series. Subject to obtaining confirmation by each
Rating Agency of the then existing ratings of each class of Series [_____] Notes
which is then rated, and prior to the commencement of the Early Amortization
Period, the Series [_____] Notes 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 pre-funding account in an amount up to the initial
principal balance of such Paired Series and funded primarily from the proceeds
of the sale of such Paired Series or will have a variable principal amount. Any
such pre-funding account will be held for the benefit of such Paired Series and
not for the benefit of the Series [_____] Noteholders. As principal is paid or
deposited into the Principal Funding Account with respect to the Series [_____]
Notes, either (i) in the case of a pre-funded Paired Series, an equal amount of
funds on deposit in any pre-funding account for such pre-funded Paired Series
will, if requested by the Transferor, 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, if requested by the Transferor, be sold by the
Issuer (and the proceeds thereof will, if requested by the Transferor, be
distributed to the Transferor) and, in either case, the note principal balance
or invested amount of such Paired Series will increase by up to a corresponding
amount. Upon payment in full of the Series [_____] Notes,

                                       45

<PAGE>

assuming that there have been no unreimbursed charge-offs with respect to any
related Paired Series, the aggregate note principal balance or invested amount
of such related Paired Series will have been increased by an amount up to an
aggregate amount equal to the principal amount paid to the Series [_____]
Noteholders since the issuance of such Paired Series. The issuance of a Paired
Series will be subject to the conditions described in Section 2.11. If the
Rating Agency Condition shall have been satisfied, the numerator of the Fixed
Allocation Percentage with respect to allocations of Collections of Principal
Receivables may be changed upon the occurrence of an Early Amortization Event
with respect to (and as defined in the Supplement for) a Paired Series (provided
that such numerator is not less than the Invested Amount as of the last day of
the Revolving Period (as defined in the Supplement for such Paired Series)).

                                       46

<PAGE>

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

                                           DC FUNDING INTERNATIONAL, INC.,
                                           as Transferor

                                      By:  _____________________________________
                                           Name:
                                           Title:



                                           FIRST NORTH AMERICAN NATIONAL BANK,
                                           as Servicer

                                      By:  _____________________________________
                                           Name:
                                           Title:



                                           JPMORGAN CHASE BANK,
                                           as Indenture Trustee

                                      By:  _____________________________________
                                           Name:
                                           Title:







                                       47

<PAGE>


                                                                       EXHIBIT A
                                                     TO THE INDENTURE SUPPLEMENT

             CLASS A SERIES [_____] FLOATING RATE ASSET BACKED NOTE

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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.

         EACH PURCHASER OF THIS CLASS A NOTE WILL BE DEEMED TO REPRESENT AND
WARRANT FOR THE BENEFIT OF THE TRANSFEROR AND THE INDENTURE TRUSTEE THAT EITHER,
(A) SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION
3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974 ("ERISA")) THAT IS
SUBJECT TO TITLE I OF ERISA, (II) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986 (THE "CODE")) THAT IS SUBJECT TO SECTION 4975
OF THE CODE, (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (AS
DESCRIBED IN 29 C.F.R. SECTION 2510.3-101) BY REASON OF A PLAN'S INVESTMENT IN
SUCH ENTITY OR (IV) A PERSON INVESTING "PLAN ASSETS" (AS DESCRIBED IN 29 C.F.R.
SECTION 2510.3-101) OF ANY SUCH PLAN (INCLUDING, FOR PURPOSES OF CLAUSES (III)
AND (IV), INSURANCE COMPANY GENERAL ACCOUNTS BUT EXCLUDING ANY ENTITY REGISTERED
UNDER THE INVESTMENT COMPANY ACT OF 1940), OR (B) THE ACQUISITION AND HOLDING OF
THE CLASS A NOTE WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE).

         AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS A
NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST FNANB CREDIT CARD MASTER TRUST, A
COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEW YORK, THE TRANSFEROR OR THE
ISSUER, OR JOIN IN INSTITUTING AGAINST FNANB CREDIT CARD MASTER TRUST, THE
TRANSFEROR OR THE ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED
STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

                                      A-1

<PAGE>

         THE HOLDER OF THIS CLASS A NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS A NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.

                                      A-2

<PAGE>

REGISTERED                                                      $______________*

No. R- ____________________                                            CUSIP NO.

               FNANB CREDIT CARD MASTER NOTE TRUST SERIES [_____]

             CLASS A SERIES [_____] FLOATING RATE ASSET BACKED NOTE

         FNANB Credit Card Master Note Trust (herein referred to as the "Issuer"
or the "Trust"), a Delaware Statutory Business Trust governed by an Amended and
Restated Trust Agreement dated as of __________, 2002, for value received,
hereby promises to pay to Cede & Co., or registered assigns, subject to the
following provisions, the principal sum of ____________ DOLLARS, or such greater
or lesser amount as determined in accordance with the Indenture, on the Final
Series Maturity Date (which is the ___________ Distribution Date), except as
otherwise provided below or in the Indenture. The Issuer will pay interest on
the unpaid principal amount of this Note at the Class A Note Rate on each
Distribution Date until the principal amount of this Note is paid in full.
Interest on this Note will accrue for each Distribution Date from and including
the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, for the initial Distribution Date, from and
including the Closing Date to but excluding such Distribution Date. Interest
will be computed on the basis of a 360-day year and the actual number of days
elapsed. Principal of this Note shall be paid in the manner specified on the
reverse hereof.

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

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

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

________________
*    Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

                                      A-3

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this Class A Note to be duly
executed.

                                  FNANB CREDIT CARD MASTER NOTE TRUST,
                                  as Issuer

                                  By: Wilmington Trust Company, not in its
                                      individual capacity, but solely as Owner
                                      Trustee under the Trust Agreement

                                      By: ______________________________________
                                      Name:
                                      Title:

Dated: _________ __, ____

                                      A-4

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A Notes described in the within-mentioned Indenture.

                                                  JPMORGAN CHASE BANK,
                                                  as Indenture Trustee

                                                  By: __________________________
                                                         Authorized Signatory

Dated: _________ __, ____

                                      A-5

<PAGE>

               FNANB CREDIT CARD MASTER NOTE TRUST SERIES [_____]

             CLASS A SERIES [_____] FLOATING RATE ASSET BACKED NOTE

                         Summary of Terms and Conditions

         This Class A Note is one of a duly authorized issue of Notes of the
Issuer, designated as FNANB Credit Card Master Note Trust, Series [_____] (the
"SERIES [_____] NOTES"), issued under a Master Indenture dated as of
_____________, 2002 (the "MASTER INDENTURE"), between the Issuer and JPMorgan
Chase Bank, as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by
the Indenture Supplement dated as of _____________, 2002 (the "INDENTURE
SUPPLEMENT"), and representing the right to receive certain payments from the
Issuer. The term "Indenture," unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are
subject to all of the terms of the Indenture. All terms used in this Note that
are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture. In the event of any conflict or inconsistency between
the Indenture and this Note, the Indenture shall control.

         The Class B Notes will also be issued under the Indenture.

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Issuer allocated to the payment of this Note
for payment hereunder and that neither the Owner Trustee nor the Indenture
Trustee is liable to the Noteholders for any amount payable under the Notes or
the Indenture or, except in the case of the Indenture Trustee as expressly
provided in the Indenture, subject to any liability under the Indenture.

         This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.

         THIS CLASS A NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE ISSUER, FIRST NORTH AMERICAN NATIONAL BANK, OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

         The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class A Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.

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

                                      A-6

<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee ________________________

     FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________ (name and address of assignee) the within
certificate and all rights thereunder, and hereby irrevocably constitutes and
appoints _____________________ attorney, to transfer said certificate on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated:_____________                          _________________________________**
                                             Signature Guaranteed:


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

                                      A-7

<PAGE>

                                                                       EXHIBIT B
                                                     TO THE INDENTURE SUPPLEMENT

     FORM OF CLASS B SERIES [_____] FLOATING RATE ASSET BACKED NOTE

     THIS CLASS B NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAW. THE
HOLDER OF THIS CLASS B NOTE, BY THE PURCHASE HEREOF, AGREES THAT THIS CLASS B
NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE
TRANSFEROR OR (2) TO A LIMITED NUMBER OF INSTITUTIONAL "ACCREDITED INVESTORS"
(AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT) AND IN
A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
(UPON DELIVERY OF THE DOCUMENTATION REQUIRED BY THE INDENTURE AND, IF THE
INDENTURE TRUSTEE SO REQUIRES, AN OPINION OF COUNSEL SATISFACTORY TO THE
INDENTURE TRUSTEE). EACH BENEFICIAL OWNER OF A CLASS B NOTE, BY THE ACCEPTANCE
OF A BENEFICIAL INTEREST HEREIN, IS DEEMED TO REPRESENT THAT IT IS AN
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR
(7) UNDER THE SECURITIES ACT). THIS CLASS B NOTE WILL NOT BE ACCEPTED FOR
REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE SATISFACTORY TO
THE TRANSFER AGENT AND REGISTRAR THAT THE RESTRICTIONS ON TRANSFER SET FORTH IN
THE SERIES [_____] INDENTURE SUPPLEMENT HAVE BEEN COMPLIED WITH. THIS CLASS B
NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHOUT THE
PRIOR WRITTEN CONSENT OF EACH OF THE TRANSFEROR AND THE SERVICER AND UNLESS AND
UNTIL THE INDENTURE TRUSTEE SHALL HAVE RECEIVED THE CERTIFICATIONS REQUIRED BY
THE SERIES [_____] INDENTURE SUPPLEMENT.

     EACH PURCHASER OF THIS CLASS B NOTE REPRESENTS AND WARRANTS FOR THE BENEFIT
OF THE TRANSFEROR AND THE INDENTURE 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 ("ERISA")) WHETHER OR NOT SUBJECT TO TITLE I OF
ERISA, (II) A PLAN (AS DEFINED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE
CODE OF 1986 (THE "CODE")) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (III) AN
ENTITY WHOSE UNDERLYING ASSETS INCLUDE "PLAN ASSETS" (AS DESCRIBED IN 29 C.F.R.
SECTION 2510.3-101) BY REASON OF A PLAN'S INVESTMENT IN SUCH ENTITY OR (IV) A
PERSON INVESTING "PLAN ASSETS" (AS DESCRIBED IN 29 C.F.R. SECTION 2510.3-101) OF
ANY SUCH PLAN (INCLUDING, FOR PURPOSES OF CLAUSES (III) AND (IV), INSURANCE
COMPANY GENERAL ACCOUNTS BUT EXCLUDING ANY ENTITY REGISTERED UNDER THE
INVESTMENT COMPANY ACT OF 1940).

                                      B-1

<PAGE>

     THIS CLASS B NOTE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR MAY
AN INTEREST IN THIS CLASS B NOTE BE MARKETED, ON OR THROUGH AN "ESTABLISHED
SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7704(b)(1) OF THE CODE AND ANY
TREASURY REGULATION THEREUNDER, INCLUDING AN OVER-THE-COUNTER-MARKET OR AN
INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL
QUOTATIONS.

     AS SET FORTH HEREIN, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CLASS B NOTE
AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT
IT WILL NOT AT ANY TIME INSTITUTE AGAINST FNANB CREDIT CARD MASTER TRUST, A
COMMON LAW TRUST ORGANIZED UNDER THE LAWS OF NEW YORK, THE TRANSFEROR, OR THE
ISSUER, OR JOIN IN INSTITUTING AGAINST, FNANB CREDIT CARD MASTER TRUST, THE
TRANSFEROR, OR THE ISSUER, ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT,
INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED
STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW.

     THE HOLDER OF THIS CLASS B NOTE, BY ACCEPTANCE OF THIS NOTE, AND EACH
HOLDER OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS B NOTES AS
INDEBTEDNESS OF THE ISSUER FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON, OR MEASURED BY,
INCOME.

                                       B-2

<PAGE>

REGISTERED                                                   $_________________*
No. R-___________                                         CUSIP NO._____________

               FNANB CREDIT CARD MASTER NOTE TRUST SERIES [_____]

             CLASS B SERIES [_____] FLOATING RATE ASSET BACKED NOTE

     FNANB Credit Card Master Note Trust (herein referred to as the "Issuer" or
the "Trust"), a Delaware Statutory Business Trust governed by an Amended and
Restated Trust Agreement dated as of ___, 2002, for value received, hereby
promises to pay to Cede & Co., or registered assigns, subject to the following
provisions, the principal sum of ______________ DOLLARS, or such greater or
lesser amount as determined in accordance with the Indenture, on the Final
Series Maturity Date (which is the ___________ Distribution Date), except as
otherwise provided below or in the Indenture. The Issuer will pay interest on
the unpaid principal amount of this Note at the Class B Note Rate on each
Distribution Date until the principal amount of this Note is paid in full.
Interest on this Note will accrue for each Distribution Date from and including
the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, for the initial Distribution Date, from and
including the Closing Date to but excluding such Distribution Date. Interest
will be computed on the basis of a 360-day year and the actual number of days
elapsed. Principal of this Note shall be paid in the manner specified on the
reverse hereof.

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

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

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

     THIS CLASS B NOTE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS
ON THE CLASS A NOTES TO THE EXTENT SPECIFIED IN THE INDENTURE SUPPLEMENT.


___________________
*    Denominations of $1,000 and integral multiples of $1,000 in excess thereof.

                                       B-3

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this Class B Note to be duly
executed.

                                FNANB CREDIT CARD MASTER NOTE TRUST, as Issuer

                                By:  Wilmington Trust Company, not in its
                                     individual capacity, but solely as Owner
                                     Trustee under the Trust Agreement

                                     By:
                                        ________________________________________
                                     Name:
                                     Title:

Dated: _______ ___, ______

                                       B-4


<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

 This is one of the Class B Notes described in the within-mentioned Indenture.

                                                  JPMORGAN CHASE BANK,
                                                  as Indenture Trustee

                                                  By:___________________________
                                                     Authorized Signatory

Dated: _______ ___, ______

                                      B-5

<PAGE>

               FNANB CREDIT CARD MASTER NOTE TRUST SERIES [_____]

             CLASS B SERIES [_____] FLOATING RATE ASSET BACKED NOTE

                         Summary of Terms and Conditions

         This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as FNANB Credit Card Master Note Trust, Series [_____] (the
"SERIES [_____] NOTES"), issued under a Master Indenture dated as of
_____________, 2002 (the "MASTER INDENTURE"), between the Issuer and JPMorgan
Chase Bank, as indenture trustee (the "INDENTURE TRUSTEE"), as supplemented by
the Indenture Supplement dated as of _____________, 2002 (the "INDENTURE
SUPPLEMENT"), and representing the right to receive certain payments from the
Issuer. The term "Indenture," unless the context otherwise requires, refers to
the Master Indenture as supplemented by the Indenture Supplement. The Notes are
subject to all of the terms of the Indenture. All terms used in this Note that
are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture. In the event of any conflict or inconsistency between
the Indenture and this Note, the Indenture shall control.

         The Class A Notes will also be issued under the Indenture.

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Issuer allocated to the payment of this Note
for payment hereunder and that neither the Owner Trustee nor the Indenture
Trustee is liable to the Noteholders for any amount payable under the Notes or
the Indenture or, except in the case of the Indenture Trustee as expressly
provided in the Indenture, subject to any liability under the Indenture.

         This Note does not purport to summarize the Indenture and reference is
made to the Indenture for the interests, rights and limitations of rights,
benefits, obligations and duties evidenced thereby, and the rights, duties and
immunities of the Indenture Trustee.

         THIS CLASS B NOTE DOES NOT REPRESENT AN OBLIGATION OF, OR AN INTEREST
IN, THE ISSUER, FIRST NORTH AMERICAN NATIONAL BANK, OR ANY OF THEIR AFFILIATES,
AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

         The Issuer, the Transferor, the Indenture Trustee and any agent of the
Issuer, the Transferor or the Indenture Trustee shall treat the person in whose
name this Class B Note is registered as the owner hereof for all purposes, and
neither the Issuer, the Transferor, the Indenture Trustee nor any agent of the
Issuer, the Transferor or the Indenture Trustee shall be affected by notice to
the contrary.

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

                                      B-6

<PAGE>

                                   ASSIGNMENT

Social Security or other identifying number of assignee________________________.

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _______________________________________ (name and address of assignee) the
within certificate and all rights thereunder, and hereby irrevocably constitutes
and appoints __________________, attorney, to transfer said certificate on the
books kept for registration thereof, with full power of substitution in the
premises.

Dated: ____________, ____                                                     **
                                                ------------------------------
                                                Signature Guaranteed:







_____________________________

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

                                      E-1