<PAGE>

                                                              EXHIBIT 10.40.4

                                                              EXECUTION COPY


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                                RS FUNDING INC.,
                                   as Company,

                              US FOODSERVICE INC.,
                                   as Servicer

                                       and

                            THE CHASE MANHATTAN BANK,
                                   as Trustee


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

                            SERIES 1996-1 SUPPLEMENT

                          Dated as of November 15, 1996

                                       to

                                POOLING AGREEMENT

                          Dated as of November 15, 1996

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


                     RYKOFF-SEXTON RECEIVABLES MASTER TRUST


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                             1996-1 SUPPLEMENT
<PAGE>

                                TABLE OF CONTENTS


                                                                            Page

ARTICLE I DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . .   1

     SECTION 1.1. Definitions. . . . . . . . . . . . . . . . . . . . . . . .   1

ARTICLE II DESIGNATION OF CERTIFICATES AND INTERESTS; PURCHASE AND SALE OF
           THE TERM CERTIFICATES . . . . . . . . . . . . . . . . . . . . . .  16

     SECTION 2.1.  Designation . . . . . . . . . . . . . . . . . . . . . . .  16
     SECTION 2.2.  The Series 1996-1 Certificates. . . . . . . . . . . . . .  16
     SECTION 2.3.  Delivery. . . . . . . . . . . . . . . . . . . . . . . . .  16
     SECTION 2.4.  Restrictions on Transfer. . . . . . . . . . . . . . . . .  17
     SECTION 2.5.  Application of Proceeds . . . . . . . . . . . . . . . . .  22
     SECTION 2.6.  Procedure for Decreasing the Series 1996-1 Invested
                      Amount; Optional Termination . . . . . . . . . . . . .  22
     SECTION 2.7.  Sale of Additional Term Certificates. . . . . . . . . . .  23

ARTICLE III OF THE AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . .  25

     SECTION 3A.2.  Establishment of Trust Accounts. . . . . . . . . . . . .  25
     SECTION 3A.3.  Daily Allocations. . . . . . . . . . . . . . . . . . . .  26
     SECTION 3A.4.  Determination of Interest. . . . . . . . . . . . . . . .  29
     SECTION 3A.5.  Determination of Series 1996-1 Monthly Principal . . . .  31
     SECTION 3A.6.  Applications . . . . . . . . . . . . . . . . . . . . . .  32

ARTICLE IV DISTRIBUTIONS AND REPORTS . . . . . . . . . . . . . . . . . . . .  34

     SECTION 4A.1.  Distributions. . . . . . . . . . . . . . . . . . . . . .  34
     SECTION 4A.2.  Statements and Notices . . . . . . . . . . . . . . . . .  35
     SECTION 4A.3.  Notice Procedures. . . . . . . . . . . . . . . . . . . .  36

ARTICLE V ADDITIONAL EARLY AMORTIZATION EVENTS . . . . . . . . . . . . . . .  36

     SECTION 5.1.  Additional Early Amortization Events. . . . . . . . . . .  36

ARTICLE VI SERVICING FEE . . . . . . . . . . . . . . . . . . . . . . . . . .  39

     SECTION 6.1.  Servicing Compensation. . . . . . . . . . . . . . . . . .  39

ARTICLE VII REPRESENTATIONS AND WARRANTIES, COVENANTS. . . . . . . . . . . .  39

     SECTION 7.1.  Representations and Warranties of the Company and
                     the Servicer. . . . . . . . . . . . . . . . . . . . . .  39


<PAGE>

     SECTION 7.2.  Covenants of the Company and the Servicer . . . . . . . .  39
     SECTION 7.3.  Covenants of the Servicer . . . . . . . . . . . . . . . .  40
     SECTION 7.4.  Covenant of the Trustee . . . . . . . . . . . . . . . . .  40

ARTICLE VIII    MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . .  40

     SECTION 8.1.  Ratification of Agreement . . . . . . . . . . . . . . . .  40
     SECTION 8.2.  Governing Law . . . . . . . . . . . . . . . . . . . . . .  40
     SECTION 8.3.  Further Assurances. . . . . . . . . . . . . . . . . . . .  41
     SECTION 8.4.  No Waiver; Cumulative Remedies. . . . . . . . . . . . . .  41
     SECTION 8.5.  Amendments. . . . . . . . . . . . . . . . . . . . . . . .  41
     SECTION 8.6.  Severability. . . . . . . . . . . . . . . . . . . . . . .  41
     SECTION 8.7.  Notices . . . . . . . . . . . . . . . . . . . . . . . . .  41
     SECTION 8.8.  Counterparts. . . . . . . . . . . . . . . . . . . . . . .  42
     SECTION 8.9.  Limitation on Addition and Termination of Sellers.. . . .  42

ARTICLE IX FINAL DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . .  44

     SECTION 9.1.  Certain Distributions . . . . . . . . . . . . . . . . . .  44


EXHIBITS

     Exhibit A   Form of Class A Certificate, Series 1996-1
     Exhibit B   Form of Class B Certificate, Series 1996-1
     Exhibit C   Form of Daily Report
     Exhibit D   Form of Monthly Settlement Statement
     Exhibit E   Form of Purchaser Letter
     Exhibit F   Form of Class B Transferee Tax Letter
     Exhibit G   Form of Definitive Certificate Conversion Letter

SCHEDULES

     Schedule 1 Trust Accounts


<PAGE>

         SERIES 1996-1 SUPPLEMENT, dated as of November 15, 1996 (as amended,
supplemented or otherwise modified from time to time, this "SUPPLEMENT"), among
RS Funding Inc., a Nevada corporation (the "COMPANY"), US Foodservice Inc.,
a Delaware corporation ("US FOODSERVICE"), as servicer (except where otherwise
noted) (in such capacity, the "SERVICER"), and The Chase Manhattan Bank, a New
York banking corporation, in its capacity as Trustee (the "TRUSTEE") under the
Agreement (as defined below).


                              W I T N E S S E T H :

         WHEREAS, the Company, the Servicer and the Trustee have entered into a
Pooling Agreement, dated as of the date hereof (as amended, supplemented or
otherwise modified from time to time, the "AGREEMENT");

         WHEREAS, the Agreement provides, among other things, that the Company,
the Servicer and the Trustee may at any time and from time to time enter into
supplements to the Agreement for the purpose of authorizing the issuance on
behalf of the Trust by the Company for execution and redelivery to the Trustee
for authentication of one or more Series of Investor Certificates; and

         WHEREAS, the Company, the Servicer and the Trustee wish to supplement
the Agreement as hereinafter set forth.

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained, and other good and valuable consideration, the
receipt and sufficiency of which are hereby expressly acknowledged, the parties
hereto agree as follows:


                                  ARTICLE I

                                 DEFINITIONS

         SECTION 1.1.DEFINITIONS.  (a)  The following words and phrases shall
have the following meanings with respect to Series 1996-1 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:

         "ACCRUAL PERIOD" shall mean the period from and including a
     Distribution Date, or, in the case of the initial Accrual Period, the
     Issuance Date, to but excluding the immediately succeeding Distribution
     Date.

         "ACCRUED EXPENSE AMOUNT" shall mean, for each Business Day during an
     Accrual Period, the sum of (i) the Series 1996-1 Daily Interest Expense for
     such Business Day, (ii) for each of the first ten of such Business Days,
     one-tenth of the Series 1996-1 Monthly Servicing Fee due and payable on the
     immediately succeeding Distribution Date and zero on each Business Day
     thereafter (until such immediately succeeding Distribution Date) and


<PAGE>

                                                                               2


     (iii) all Program Costs which have accrued since the preceding Business
     Day; PROVIDED, HOWEVER, that if by the tenth Business Day of an Accrual
     Period, the entire amount of (A) the Series 1996-1 Monthly Interest,
     (B) the Series 1996-1 Monthly Servicing Fee and (C) all accrued Program
     Costs, in each case for such Accrual Period, shall not have been
     transferred to the applicable Series Collection Subaccount (or subaccount
     thereof), the Accrued Expense Amount for such tenth Business Day (and each
     Business Day thereafter until paid) shall also include the amount of such
     shortfall.

         "AGED RECEIVABLES RATIO" shall mean, as of the last day of each
     Settlement Period, the percentage equivalent of a fraction, (i) the
     numerator of which shall be the sum of (A) the aggregate unpaid balance of
     Receivables that were 91-120 days past their respective original invoice
     dates as of such last day and (B) the aggregate amount of Receivables of
     the Sellers which were charged off as uncollectible prior to the day which
     is 91 days after their respective original invoice dates during such
     Settlement Period, and (ii) the denominator of which shall be the aggregate
     Principal Amount of Receivables originated by the Sellers during the third
     prior Settlement Period (including the Settlement Period ended on such
     day).

         "CARRYING COST RESERVE RATIO" shall mean, as of any Settlement Report
     Date and continuing until (but not including) the next Settlement Report
     Date, an amount (expressed as a percentage) equal to the product of (a)
     2.00 TIMES Days Sales Outstanding as of such day and (b) (i) 1.50 TIMES a
     rate per annum equal to the weighted average Class A Certificate Rate and
     Class B Certificate Rate in effect with respect to the outstanding Class A
     Certificates and Class B Certificates, respectively, as of the end of the
     Settlement Period immediately preceding such earlier Settlement Report
     Date, DIVIDED BY (ii) 360.

         "CHANGE IN CONTROL" shall mean the occurrence of any event the result
     of which causes the Company not to be a direct, wholly-owned Subsidiary of
     RS.

         "CLASS A ADDITIONAL INTEREST" shall have the meaning specified in
     subsection 3A.4(b)(i).

         "CLASS A ADJUSTED INVESTED AMOUNT" shall mean, on any date of
     determination, the Class A Invested Amount MINUS the amount on deposit in
     the Series 1996-1 Principal Collection Sub-subaccount on such date (up to a
     maximum of the Class A Invested Amount).

         "CLASS A CERTIFICATE" shall mean a Class A Certificate, Series 1996-1,
     executed by the Company and authenticated by or on behalf of the Trustee,
     substantially in the form of Exhibit A.

         "CLASS A CERTIFICATEHOLDER" shall mean each holder of a Class A
     Certificate.

         "CLASS A CERTIFICATE RATE" shall mean, (a) in the case of the initial
     Class A Certificates, with respect to (i) the initial Accrual Period,
     5.575% per annum, and (ii) any


<PAGE>

                                                                               3


     Accrual Period thereafter, One-Month LIBOR for such Accrual Period PLUS
     0.20% per annum, and (b) in the case of any additional Class A Certificates
     issued pursuant to Section 2.7, the rate per annum set forth in the written
     direction delivered by the Company to the Trustee pursuant to
     subsection 2.7(c).

         "CLASS A INITIAL INVESTED AMOUNT" shall mean $175,000,000.

         "CLASS A INTEREST SHORTFALL" shall have the meaning specified in
     subsection 3A.4(b)(i).

         "CLASS A INVESTED AMOUNT" shall mean, with respect to any date of
     determination, an amount equal to (i) the Class A Initial Invested Amount
     (plus the Initial Invested Amount of any Class A Certificate issued
     subsequent to the Issuance Date) MINUS (ii) the aggregate amount of
     distributions to the Class A Certificateholders (including the holders of
     any such subsequently issued Class A Certificates) made in respect of
     principal on or prior to such date MINUS (iii) the aggregate Series 1996-1
     Allocable Charged-Off Amount  applied to the Class A Certificates on or
     prior to such date pursuant to subsection 3A.5(b)(iii) PLUS (iv) (but only
     to the extent of any unreimbursed reductions made pursuant to clause (iii)
     above) the aggregate Series 1996-1 Allocable Recoveries Amount applied to
     the Class A Certificates on or prior to such date pursuant to subsection
     3A.5(c)(i).

         "CLASS A MONTHLY INTEREST" shall have the meaning specified in
     subsection 3A.4(a)(i).

         "CLASS A RATIO" shall mean, on any date of determination with respect
     to the Class A Certificates, the greatest of (a) the sum of the Loss
     Reserve Ratio I and the Dilution Reserve Ratio I, (b) the sum of the Loss
     Reserve Ratio II and the Dilution Reserve Ratio II and (c) the Minimum
     Ratio, in each case applicable to the Class A Certificates.

         "CLASS B ADDITIONAL INTEREST" shall have the meaning assigned in
     subsection 3A.4(b)(ii).

         "CLASS B ADJUSTED INVESTED AMOUNT" shall mean, on any date of
     determination, the Class B Invested Amount MINUS the excess, if any, of the
     amount on deposit on such date in the Series 1996-1 Principal Collection
     Sub-subaccount over the Class A Invested Amount (up to a maximum of the
     Class B Invested Amount).

         "CLASS B CERTIFICATE" shall mean a Class B Certificate, Series 1996-1,
     executed by the Company and authenticated by or on behalf of the Trustee,
     substantially in the form of Exhibit B.

         "CLASS B CERTIFICATEHOLDER" shall mean each holder of a Class B
     Certificate.

         "CLASS B CERTIFICATE RATE" shall mean, (a) in the case of the initial
     Class B Certificates, with respect to (i) the initial Accrual Period,
     5.975% per annum, and (ii) any


<PAGE>

                                                                               4


     Accrual Period thereafter, One-Month LIBOR for such Accrual Period PLUS
     0.60% per annum, and (b) in the case of any additional Class B Certificates
     issued pursuant to Section 2.7, the rate per annum set forth in the written
     direction delivered by the Company to the Trustee pursuant to
     subsection 2.7(c).

         "CLASS B INITIAL INVESTED AMOUNT" shall mean $25,000,000.

         "CLASS B INTEREST SHORTFALL" shall have the meaning assigned in
     subsection 3A.4(b)(ii).

         "CLASS B INVESTED AMOUNT" shall mean, with respect to any date of
     determination, an amount equal to (i) the Class B Initial Invested Amount
     (plus the Initial Invested Amount of any Class B Certificates issued
     subsequent to the Issuance Date) MINUS (ii) the aggregate amount of
     distributions to the Class B Certificateholders (including the holders of
     any such subsequently issued Class B Certificates) made in respect of
     principal on or prior to such date MINUS (iii) the aggregate Series 1996-1
     Allocable Charged-Off Amount applied to the Class B Certificates on or
     prior to such date pursuant to subsection 3A.5(b)(ii) PLUS (iv) (but only
     to the extent of any unreimbursed reductions made pursuant to clause (iii)
     above) the aggregate Series 1996-1 Allocable Recoveries Amount applied to
     the Class B Certificates on or prior to such date pursuant to subsection
     3A.5(c)(ii).

         "CLASS B MONTHLY INTEREST" shall have the meaning assigned in
     subsection 3A.4(a)(ii).

         "CLASS B RATIO" shall mean, on any date of determination with respect
     to the Class B Certificates, the greatest of (a) the sum of the Loss
     Reserve Ratio I and the Dilution Reserve Ratio I, (b) the sum of the Loss
     Reserve Ratio II and the Dilution Reserve Ratio II and (c) the Minimum
     Ratio, in each case applicable to the Class B Certificates.

         "CLASS B TRANSFEREE TAX LETTER" shall mean a Class B Transferee Tax
     Letter in substantially the form attached hereto as Exhibit F.

         "CLEAN-UP CALL AMOUNT" shall mean the product of (i) the Clean-Up Call
     Percentage and (ii) the Series 1996-1 Initial Invested Amount.

         "CLEAN-UP CALL PERCENTAGE" shall mean 10%.

         "DAILY REPORT" shall mean a report prepared by the Servicer on each
     Business Day for the period specified therein, in substantially the form of
     Exhibit C.

         "DAYS SALES OUTSTANDING" shall mean, as of any Settlement Report Date
     and continuing until (but not including) the next Settlement Report Date,
     the number of days equal to the product of (a) 91 and (b) the amount
     obtained by dividing (i) the aggregate Principal Amount of Eligible
     Receivables as of the last day of the immediately preceding Settlement
     Period by (ii) the aggregate Principal Amount of Receivables generated by
     the


<PAGE>

                                                                               5


     Sellers for the three Settlement Periods immediately preceding such
     earlier Settlement Report Date.

         "DCR" shall mean Duff & Phelps Credit Rating Co. or any successor
     thereto.

         "DEFINITIVE CERTIFICATE CONVERSION LETTER" shall mean a Definitive
     Certificate Conversion Letter in substantially the form attached hereto as
     Exhibit G.

         "DEPOSITORY" shall mean The Depository Trust Company, the nominee of
     which is Cede & Co., or any successor thereto.

         "DEPOSITORY PARTICIPANT" shall mean a broker, dealer, bank, other
     financial institution or other Person for whom from time to time the
     Depository effects book-entry transfers and pledges of securities deposited
     with the Depository.

         "DILUTION HORIZON" shall mean, (i) for the period from the Issuance
     Date until the sixth Settlement Report Date to occur thereafter, seven
     days, and (ii) for each six-month period (beginning and ending on a
     Settlement Report Date) to occur after such initial period, as determined
     by the Servicer by selecting a random sample of approximately 1,000
     Dilution Adjustment memos created during such period, the number of days
     (expressed as a dollar weighted average based upon the Dilution Adjustments
     for such period) from the occurrence of any event which gives rise to a
     Dilution Adjustment until a Dilution Adjustment memo is issued by the
     Servicer in accordance with the Policies; PROVIDED that in no event shall
     the Dilution Horizon be less than 3.5 days.

         "DILUTION HORIZON FACTOR" shall mean (a) for the period from the
     Issuance Date until the sixth Settlement Report Date to occur thereafter,
     0.233, and (b) for each six-month period (beginning and ending on a
     Settlement Report Date) to occur after such initial period, a fraction, (i)
     the numerator of which is the Dilution Horizon for such period and (ii) the
     denominator of which is 30; PROVIDED, HOWEVER, that if the Dilution Horizon
     Factor for any period would be less than the Dilution Horizon Factor for
     the immediately preceding period, then the actual Dilution Horizon Factor
     for such current period shall be recalculated to equal a fraction, the
     numerator of which is equal to the average of the numerators used to
     calculate the Dilution Horizon Factor for such immediately preceding period
     and such current period and the denominator of which is 30.

         "DILUTION PERIOD" shall mean, as of any Settlement Report Date and
     continuing until (but not including) the next Settlement Report Date, the
     quotient of (i) the product of (A) the aggregate Principal Amount of
     Receivables which were originated by the Sellers during the Settlement
     Period immediately preceding such earlier Settlement Report Date and (B)
     the Dilution Horizon Factor then in effect and (ii) the Aggregate
     Receivables Amount as of the last day of the Settlement Period preceding
     such earlier Settlement Report Date.


<PAGE>

                                                                               6


         "DILUTION RATIO" shall mean, for each Settlement Period, an amount
     (expressed as a percentage) equal to the aggregate amount of Dilution
     Adjustments made during such Settlement Period DIVIDED BY the aggregate
     Principal Amount of Receivables which were originated by the Sellers during
     such Settlement Period.

         "DILUTION RESERVE RATIO I" shall mean, as of any Settlement Report
     Date and continuing until (but not including) the next Settlement Report
     Date, an amount (expressed as a percentage) which is calculated for either
     the Class A Certificates or the Class B Certificates, as the case may be,
     as follows:

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

     Where:

         DRR = Dilution Reserve Ratio I;

         c =    with respect to the Class A Certificates, 2.50, and with
                respect to the Class B Certificates, 1.50;

         d =    the average of the Dilution Ratio during the period of twelve
                consecutive Settlement Periods ending prior to such earlier
                Settlement Report Date;

         e =    the highest Dilution Ratio for any Settlement Period during the
                period of twelve consecutive Settlement Periods ending prior to
                such earlier Settlement Report Date; and

         f =    the Dilution Period.

         "DILUTION RESERVE RATIO II" shall mean, as of any Settlement Report
     Date and continuing until (but not including) the next Settlement Report
     Date, an amount (expressed as a percentage) which is calculated for either
     the Class A Certificates or the Class B Certificates, as the case may be,
     as follows:

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

     Where:

         DRR = Dilution Reserve Ratio II

         c =    with respect to the Class A Certificates, 2.50, and with
                respect to the Class B Certificates, 1.50;

         d =    the average of the Dilution Ratio during the period of twelve
                consecutive Settlement Periods ending prior to such earlier
                Settlement Report Date;


<PAGE>

                                                                               7


         e =    the product of (i) the twelve-month sample standard deviation
                of the Dilution Ratio as of the end of each of the twelve
                consecutive Settlement Periods immediately preceding such
                earlier Settlement Report Date and (ii) either (A) for
                calculations with respect to Class A Certificates, 2.58, or (b)
                for calculations with respect to Class B Certificates, 1.96;
                and

         f =    the Dilution Period.

         "EARLY AMORTIZATION EVENT" shall have the meanings assigned in Section
     5.1 of this Supplement and Section 7.1 of the Agreement.

         "EARLY AMORTIZATION PERIOD" shall have the meaning assigned in Section
     5.1 of this Supplement and Section 7.1 of the Agreement.

         "ELIGIBLE RECEIVABLES PERCENTAGE" shall mean a percentage equal to (a)
     100 percent, MINUS (b) the Ineligible Receivables Percentage.

         "ERISA ENTITY" shall mean (i) an "employee benefit plan" within the
     meaning of Section 3(3) of ERISA or other retirement arrangement,
     individual retirement account or Keogh plan, whether or not it is subject
     to the provisions of Title I of ERISA, (ii) any plan described in Section
     4975(e)(1) of the Internal Revenue Code or (iii) any other entity that
     would be deemed to be a "benefit plan investor" within the meaning of
     Department of Labor regulation Section 2510.3-101(f)(2).

         "INELIGIBLE RECEIVABLES PERCENTAGE" shall mean the percentage
     equivalent of a fraction the numerator of which is the excess of the
     aggregate Principal Amount of Receivables (excluding Charged-Off
     Receivables) on the last Business Day of the Series 1996-1 Revolving Period
     over the Aggregate Receivables Amount, as determined at the opening of
     business of the first Business Day of the Series 1996-1 Amortization
     Period, and the denominator of which is the aggregate Principal Amount of
     Receivables (excluding Charged-Off Receivables) on the last Business Day of
     the Series 1996-1 Revolving Period.

         "INITIAL PURCHASERS" shall mean Chase Securities Inc. and BA
     Securities, Inc., who are purchasing the Term Certificates on the Issuance
     Date pursuant to the Purchase Agreement.

         "INSTITUTIONAL ACCREDITED INVESTOR" shall mean an "accredited
     investor" within the meaning of Rule 501(a)(1),(2),(3) or (7) of Regulation
     D under the Securities Act.

         "INVESTED PERCENTAGE" shall mean, with respect to any Business Day (i)
     during the Series 1996-1 Revolving Period, the percentage equivalent of a
     fraction, the numerator of which is the Series 1996-1 Allocated Receivables
     Amount as of the end of the immediately preceding Business Day and the
     denominator of which is the Aggregate Receivables Amount as of the end of
     the immediately preceding Business Day and (ii) during the Series


<PAGE>

                                                                               8


     1996-1 Amortization Period, the percentage equivalent of a fraction, the
     numerator of which is the Series 1996-1 Allocated Receivables Amount as of
     the end of the last Business Day of the Series 1996-1 Revolving Period
     (PROVIDED THAT if during the Series 1996-1 Amortization Period, the
     amortization periods of all other Outstanding Series which were outstanding
     prior to the commencement of the Series 1996-1 Amortization Period
     commence, then, from and after the date the last of such Series commences
     its Amortization Period, the numerator shall be the Series 1996-1 Allocated
     Receivables Amount as of the end of the Business Day preceding such date)
     and the denominator of which is the greater of (A) the Aggregate
     Receivables Amount as of the end of the immediately preceding Business Day
     and (B) the sum of the numerators used to calculate the Invested Percentage
     for all Outstanding Series on the Business Day for which such percentage is
     determined.

         "ISSUANCE DATE" shall mean November 15, 1996.

         "LOSS RESERVE RATIO I" shall mean, as of any Settlement Report Date and
     continuing until (but not including) the next Settlement Report Date, an 
     amount (expressed as a percentage) which is calculated for either the
     Class A Certificates or the Class B Certificates, as the case may be, as
     follows:

         LRR = [(a * b)/c] * d

     Where:

         LRR = Loss Reserve Ratio I;

         a =   the aggregate Principal Amount of Receivables originated by 
               the Sellers during the three Settlement Periods immediately
               preceding such earlier Settlement Report Date;

         b =   the highest three-month rolling average of the Aged Receivables
               Ratio that occurred during the period of twelve consecutive 
               Settlement Periods preceding such earlier Settlement Report Date;

         c =   for the period prior to the first Settlement Report Date, the 
               difference between (i) the aggregate outstanding Principal Amount
               of all Receivables and (ii) the aggregate outstanding Principal
               Amount of all Defaulted Receivables, in each case, originated by
               the Sellers as of the last day of the Settlement Period preceding
               such earlier Settlement Report Date; and thereafter, the
               Aggregate Receivables Amount as of the last day of the Settlement
               Period preceding such earlier Settlement Report Date; and 

         d =   with respect to Class A Certificates, 2.50, and with respect to
               Class B Certificates, 1.50.

<PAGE>

                                                                               9


         "LOSS RESERVE RATIO II" shall mean, as of any Settlement Report Date
     and continuing until (but not including) the next Settlement Report Date,
     an amount (expressed as a percentage) which is calculated for either the
     Class A Certificates or the Class B Certificates, as the case may be, as
     follows:

         LRR =  [[(a * b)/c] * d] + e

     Where:

         LRR = Loss Reserve Ratio II;

         a =    the aggregate Principal Amount of Receivables originated by the
                Sellers during the three Settlement Periods immediately
                preceding such earlier Settlement Report Date;

         b =    the highest three-month rolling average of the Aged Receivables
                Ratio that occurred during the period of twelve consecutive
                Settlement Periods preceding such earlier Settlement Report
                Date;

         c =    for the period prior to the first Settlement Report Date, the
                difference between (i) the aggregate outstanding Principal
                Amount of all Receivables and (ii) the aggregate outstanding
                Principal Amount of all Defaulted Receivables, in each case,
                originated by the Sellers as of the last day of the Settlement
                Period preceding such earlier Settlement Report Date; and
                thereafter, the Aggregate Receivables Amount as of the last day
                of the Settlement Period preceding such earlier Settlement
                Report Date;

         d =    with respect to Class A Certificates, 2.50, and with respect to
                Class B Certificates, 1.50; and

         e =    the product of (i) the twelve-month sample standard deviation
                of the Aged Receivables Ratio as of the end of each of the
                twelve consecutive Settlement Periods preceding such earlier
                Settlement Report Date and (ii) either (A) for calculations
                with respect to Class A Certificates, 2.58, or (b) for
                calculations with respect to Class B Certificates, 1.96.

         "MAJORITY TERM CERTIFICATEHOLDERS" shall mean, on any day, Term
     Certificateholders representing, in the aggregate, more than 50% of the
     Series 1996-1 Invested Amount.

         "MINIMUM RATIO" shall mean, as of any Settlement Report Date and
     continuing until (but not including) the next Settlement Report Date, an
     amount (expressed as a percentage) which is calculated for either the Class
     A Certificates or the Class B Certificates, as the case may be, as follows:

<PAGE>

                                                                              10


         MR =   (a * b) + c

     Where:

         MR =   Minimum Ratio;

         a =    the average of the Dilution Ratio during the period of the
                twelve consecutive Settlement Periods ending prior to such
                earlier Settlement Report Date;

         b =    the Dilution Period; and

         c =    with respect to Class A Certificates, 16.75%, and with respect
                to Class B Certificates, 9.25%.

         "ONE-MONTH LIBOR" shall mean, for any Accrual Period after the initial
     Accrual Period, the rate per annum, as recorded by the Trustee, which is
     the arithmetic mean (rounded to the nearest 1/100th of 1%) of the offered
     rates for Dollar deposits having a maturity of one month commencing on the
     first day of such Accrual Period that appears on the Telerate British
     Bankers Assoc. Interest Settlement Rates Page (as defined below) at
     approximately 11:00 a.m., London time, on the second full Business Day
     prior to such date; PROVIDED, HOWEVER, that if there shall at any time no
     longer exist a Telerate British Bankers Assoc. Interest Settlement Rates
     Page, "One-Month LIBOR" shall mean with respect to each day during each
     Accrual Period, the rate per annum equal to the rate at which The Chase
     Manhattan Bank is offered Dollar deposits at or about 10:00 a.m., New York
     City time, two Business Days prior to the beginning of such Accrual Period
     in the London interbank eurodollar market for delivery on the first day of
     such Accrual Period for one month and in a principal amount equal to an
     amount of not less than $1,000,000.  "TELERATE BRITISH BANKERS ASSOC.
     INTEREST SETTLEMENT RATES PAGE" shall mean the display designated as Page
     3750 on the Telerate System Incorporated Service (or such other page as may
     replace such page on such service for the purpose of displaying the rates
     at which Dollar deposits are offered by leading banks in the London
     interbank deposit market).

         "OPTIONAL TERMINATION DATE" shall have the meaning assigned in
     subsection 2.6(b).

         "OPTIONAL TERMINATION NOTICE" shall have the meaning assigned in
     subsection 2.6(b).

         "PBGC" shall mean the Pension Benefit Guaranty Corporation established
     pursuant to Subtitle A of Title IV of ERISA.

         "PROGRAM COSTS" shall mean, for any Business Day, the sum of (a) the
     product of (i) all unpaid fees and expenses due and payable to counsel to,
     and independent auditors of, the Company (other than fees and expenses
     payable on or in connection with the closing of any issuance of the Term
     Certificates) on such Business Day and (ii) a fraction, 


<PAGE>

                                                                              11


     the numerator of which is the Series 1996-1 Invested Amount on such 
     Business Day and the denominator of which is the Aggregate Invested 
     Amount on such Business Day and (b) all unpaid fees and expenses due and 
     payable to Rating Agencies rating the Term Certificates; PROVIDED, 
     HOWEVER, that Program Costs shall not exceed $100,000 in the aggregate 
     in any fiscal year of the Company.

         "PURCHASE AGREEMENT" shall mean the agreement to be entered into on
     the Issuance Date among the Company, RS, US Foodservice and each Initial
     Purchaser pursuant to which the Company agrees to sell, and the Initial
     Purchasers agree to purchase, the principal amounts and Classes of Term
     Certificates set forth therein.

         "PURCHASER LETTER" shall mean a Purchaser Letter in substantially the
     form attached hereto as Exhibit E.

         "QUALIFIED INSTITUTIONAL BUYER" has the meaning ascribed to such term
     in Rule 144A(a) under the Securities Act.

         "RATING AGENCY" shall mean the collective reference to S&P and DCR.

         "RECORD DATE" shall mean, with respect to any Distribution Date, the
     last Business Day of the immediately preceding Settlement Period.

         "REDUCTION" shall have the meaning specified in subsection 2.6(a).

         "REDUCTION AMOUNT" shall have the meaning specified in subsection
     2.6(a).

         "REDUCTION THRESHOLD" shall mean, at any date of determination,
     $15,000,000.

         "RS" shall mean Rykoff-Sexton, Inc., a Delaware corporation.

         "SCHEDULED REVOLVING TERMINATION DATE" shall mean the last day of the
     Settlement Period ending in July 2001.

         "SERIES 1996-1" shall mean Series 1996-1, the Principal Terms of which
     are set forth in this Supplement.

         "SERIES 1996-1 ACCRUED INTEREST SUB-SUBACCOUNT" shall have the meaning
     assigned in subsection 3A.2(a).

         "SERIES 1996-1 ADJUSTED INVESTED AMOUNT" shall mean, as of any date of
     determination, (i) the Series 1996-1 Invested Amount on such date, MINUS
     (ii) the amount on deposit in the Series 1996-1 Principal Collection Sub-
     subaccount on such date.


<PAGE>

                                                                              12


         "SERIES 1996-1 ALLOCABLE CHARGED-OFF AMOUNT" shall mean, with respect
     to any Special Allocation Settlement Report Date, the "Allocable Charged-
     Off Amount", if any, which has been allocated to Series 1996-1.

         "SERIES 1996-1 ALLOCABLE RECOVERIES AMOUNT" shall mean, with respect
     to any Special Allocation Settlement Report Date, the "Allocable Recoveries
     Amount", if any, which has been allocated to Series 1996-1.

         "SERIES 1996-1 ALLOCATED RECEIVABLES AMOUNT" shall mean, on any date
     of determination, the lower of (i) the Series 1996-1 Target Receivables
     Amount on such day and (ii) the product of (x) the Aggregate Receivables
     Amount on such day and (y) the percentage equivalent of a fraction the
     numerator of which is the Series 1996-1 Target Receivables Amount on such
     day and the denominator of which is the Aggregate Target Receivables Amount
     on such day.

         "SERIES 1996-1 AMORTIZATION PERIOD" shall mean the period commencing
     on the Business Day following the earliest to occur of (i) the date on
     which an Early Amortization Period is declared to commence or automatically
     commences, (ii) the Optional Termination Date and (iii) the Scheduled
     Revolving Termination Date and ending on the earlier of (x) the date when
     the Series 1996-1 Invested Amount shall have been reduced to zero and all
     accrued interest on the Term Certificates shall have been paid in full and
     (y) the Series 1996-1 Termination Date.

         "SERIES 1996-1 CERTIFICATEHOLDERS' INTEREST" shall have the meaning
     assigned in subsection 2.2(a).

         "SERIES 1996-1 COLLECTIONS" shall mean, on any Business Day, an amount
     equal to (i) the product of (a) the Aggregate Daily Collections on such
     day, TIMES (b) the Invested Percentage on such day MINUS (ii) the amounts
     transferred on such day from the Series 1996-1 Collection Subaccount
     pursuant to Section 3A.3(a)(i).

         "SERIES 1996-1 COLLECTION SUBACCOUNT" shall have the meaning assigned
     in subsection 3A.2(a).

         "SERIES 1996-1 COLLECTION SUBORDINATED SUB-SUBACCOUNT" shall have the
     meaning assigned in subsection 3A.2(a).

         "SERIES 1996-1 DAILY INTEREST EXPENSE" shall mean, for each Business
     Day during an Accrual Period, the sum of (a) for each of the first ten of
     such Business Days, one-tenth of the Series 1996-1 Monthly Interest due and
     payable on the immediately succeeding Distribution Date and zero on each
     Business Day thereafter (until such immediately succeeding Distribution
     Date), (b) the aggregate amount of all previously accrued and unpaid Series
     1996-1 Daily Interest Expense (up to but not exceeding the full amount
     thereof) and (c) the aggregate amount of all accrued and unpaid Class A
     Additional 


<PAGE>

                                                                              13

     Interest and Class B Additional Interest for each day since the preceding
     Business Day (up to but not exceeding the full amount thereof).

         "SERIES 1996-1 INITIAL INVESTED AMOUNT" shall mean, collectively, the
     Class A Initial Invested Amount and the Class B Initial Invested Amount.

         "SERIES 1996-1 INTERESTS" shall mean, collectively, the Class A
     Certificates, the Class B Certificates and the Series 1996-1 Subordinated
     Interest.

         "SERIES 1996-1 INVESTED AMOUNT" shall mean, collectively, the Class A
     Invested Amount and the Class B Invested Amount.

         "SERIES 1996-1 MONTHLY INTEREST" shall mean, collectively, the Class A
     Monthly Interest and the Class B Monthly Interest.

         "SERIES 1996-1 MONTHLY PRINCIPAL PAYMENT" shall have the meaning
     assigned in Section 3A.5.

         "SERIES 1996-1 MONTHLY SERVICING FEE" shall have the meaning assigned
     in Section 6.1.

         "SERIES 1996-1 NON-PRINCIPAL COLLECTION SUB-SUBACCOUNT" shall have the
     meaning assigned in subsection 3A.2(a).

         "SERIES 1996-1 NON-SUBORDINATED PERCENTAGE" shall mean a percentage
     equal to (a) 100 percent, MINUS (b) the Series 1996-1 Subordinated
     Percentage.

         "SERIES 1996-1 PRINCIPAL COLLECTION SUB-SUBACCOUNT" shall have the
     meaning assigned in subsection 3A.2(a).

         "SERIES 1996-1 REQUIRED RESERVES" shall mean, subject to Section 8.9,
     (x) on any date of determination during the Series 1996-1 Revolving Period,
     an amount equal to the sum of:

           (a)  an amount equal to the greater of (i) the difference between
         (A) the product of (1) the Class A Adjusted Invested Amount on such
         day and (2) the percentage equivalent of (x) a fraction, the numerator
         of which is one, and the denominator of which is one MINUS the Class A
         Ratio, MINUS (y) one and (B) the Class B Adjusted Invested Amount and
         (ii) the product of (A) the Series 1996-1 Adjusted Invested Amount and
         (B) the percentage equivalent of (1) a fraction, the numerator of
         which is one, and the denominator of which is one MINUS the Class B
         Ratio, MINUS (2) one; PROVIDED that whichever method of calculation
         pursuant to clause (i) or (ii) results in the greater amount on any
         Settlement Report Date shall continue to be used as the method for the
         calculations to be made under this 


<PAGE>

                                                                              14


         paragraph (a) on each day from and after such Settlement Report Date 
         until (but not including) the immediately succeeding Settlement Report 
         Date; and

           (b)  the product of (i) the Series 1996-1 Invested Amount on such
         day and (ii) a fraction, the numerator of which is the Carrying Cost
         Reserve Ratio, and the denominator of which is one MINUS the Class A
         Ratio; and 

           (c)  the product of (i) the aggregate Principal Amount of
         Receivables in the Trust on such day, (ii) a fraction, the numerator
         of which is the Series 1996-1 Invested Amount on such day, and the
         denominator of which is the Aggregate Invested Amount on such day, and
         (iii) a fraction, the numerator of which is the Servicing Reserve
         Ratio, and the denominator of which is one MINUS the Class A Ratio;
         and

           (d) the amount of any Accrued Expense Amount in respect of which
         sufficient Aggregate Daily Collections have not been transferred to
         the Series 1996-1 Non-Principal Collection Sub-subaccount;

     and (y) on any date of determination during the Series 1996-1 Amortization
     Period, an amount equal to the Series 1996-1 Required Reserves on the last
     Business Day of the Series 1996-1 Revolving Period; PROVIDED, in the case
     of this clause (y), that such amount shall be adjusted on each Special
     Allocation Settlement Report Date, if any, to the extent required as set
     forth in Section 3A.5(b)(i) and Section 3A.5(c)(iii).

         "SERIES 1996-1 REVOLVING PERIOD" shall mean the period commencing on
     the Issuance Date and terminating on the earliest to occur of the close of
     business on (i) the date on which an Early Amortization Period is declared
     to commence or automatically commences, (ii) the Optional Termination Date
     and (iii) the Scheduled Revolving Termination Date.

         "SERIES 1996-1 SUBORDINATED INTEREST" shall have the meaning assigned
     in subsection 2.2(b).

         "SERIES 1996-1 SUBORDINATED PERCENTAGE" shall mean the percentage
     equivalent of a fraction, the numerator of which is the Series 1996-1
     Required Reserves on the last Business Day of the Series 1996-1 Revolving
     Period, and the denominator of which is the sum of the Series 1996-1
     Adjusted Invested Amount and the Series
     1996-1 Required Reserves, in each case on the last Business Day of the
     Series 1996-1 Revolving Period.

         "SERIES 1996-1 TARGET RECEIVABLES AMOUNT" shall mean, on any date of
     determination, the sum of (i) the Series 1996-1 Adjusted Invested Amount on
     such day and (ii) the Series 1996-1 Required Reserves for such day.


<PAGE>

                                                                              15


         "SERIES 1996-1 TERMINATION DATE" shall mean the Distribution Date that
     occurs in May 2002.

         "SERVICING RESERVE RATIO" shall mean, as of any Settlement Report Date
     and continuing until (but not including) the next Settlement Report Date,
     an amount (expressed as a percentage) equal to (i) the product of (A) the
     Servicing Fee Percentage and (B) 2.0 TIMES Days Sales Outstanding as of
     such earlier Settlement Report Date, DIVIDED BY (ii) 360.

         "SPECIAL DISTRIBUTION DATE" shall have the meaning assigned in
     subsection 2.6(a).

         "SUBSEQUENT ISSUANCE DATE" shall mean each Distribution Date, if any,
     on which the Trustee issues additional Class A Certificates and/or Class B
     Certificates pursuant to Section 2.7.

         "TERM CERTIFICATES" shall mean, collectively, those Certificates
     designated as the Class A Certificates and Class B Certificates.

         "TERM CERTIFICATEHOLDERS" shall mean, collectively, the Class A
     Certificateholders and the Class B Certificateholders.

         "TRUST ACCOUNTS" shall have the meaning specified in
     subsection 3A.2(a).

         "US FOODSERVICE" shall have the meaning specified in the preamble
     hereto.

         (b)  If any term or provision contained herein conflicts with or is
inconsistent with any term, definition or provision contained in the Agreement,
the terms and provisions of this Supplement shall govern.  All capitalized terms
not otherwise defined herein are defined in the Agreement.  All Article, Section
or subsection references herein shall mean Article, Section or subsections of
this Supplement, except as otherwise provided herein.  Unless otherwise stated
herein, the context otherwise requires or such term is otherwise defined in the
Agreement, each capitalized term used or defined herein shall relate only to the
Series 1996-1 Certificates and no other Series of Investor Certificates issued
by the Trust.


                                  ARTICLE II

         DESIGNATION OF CERTIFICATES AND INTERESTS; PURCHASE AND SALE
                           OF THE TERM CERTIFICATES

         SECTION 2.1.  DESIGNATION.  The Certificates and interests created and
authorized pursuant to the Agreement and this Supplement shall be divided into
(i) two Classes, which shall be designated as the "Class A Certificates, Series
1996-1" and the "Class B Certificates, Series 1996-1", respectively, and (ii) an
interest designated as the "Series 1996-1 Subordinated Interest".


<PAGE>

                                                                              16

         SECTION 2.2.  THE SERIES 1996-1 CERTIFICATES.  (a)  The Term
Certificates shall represent fractional undivided interests in the Trust,
consisting of the right to receive (i) the Invested Percentage (expressed as a
decimal) of Collections received with respect to the Receivables and all other
funds on deposit in the Collection Account and (ii) all other funds on deposit
in the Series Collection Subaccounts and any subaccounts thereof (collectively,
the "SERIES 1996-1 CERTIFICATEHOLDERS' INTEREST"). 

         (b)  The "SERIES 1996-1 SUBORDINATED INTEREST" shall be a fractional
undivided interest in the Trust, consisting of the right to receive Collections
with respect to the Receivables allocated to the Series 1996-1
Certificateholders' Interest and not required to be distributed to or for the
benefit of the Term Certificateholders.  The Exchangeable Company Interest and
any Series of Investor Certificates outstanding shall represent the ownership
interest in the remainder of the Trust not allocated pursuant hereto to the
Series 1996-1 Certificateholders' Interest or the Series 1996-1 Subordinated
Interest.

         (c)  The Class A Certificates and the Class B Certificates shall be
issued in registered form substantially in the forms of Exhibits A and B,
respectively, and shall, upon issue, be executed and delivered by the Company to
the Trustee for authentication and redelivery as provided in Section 2.4 hereof
and Section 5.2 of the Agreement.

         SECTION 2.3.  DELIVERY.  (a)  On the Issuance Date, the Company shall
sign, on behalf of the Trust, and shall direct the Trustee in writing pursuant
to Section 5.2 of the Agreement to duly authenticate, and the Trustee, upon
receiving such direction, shall so authenticate (i) subject to the provisions
set forth in subsection 2.3(b), the Class A Certificates in such names and such
denominations and deliver such Class A Certificates to the Initial Purchasers in
accordance with such written directions and (ii) the Class B Certificates in
such names and such denominations and deliver such Class B Certificates to the
Initial Purchasers in accordance with such written directions.  The Term
Certificates shall be issued in minimum denominations of $1,000,000 and in
integral multiples of $100,000 in excess thereof.

         (b)  Except with respect to any Class A Certificates purchased on the
Issuance Date by an entity described in subsection 2.4(a)(ii), which will be
issued in the form of Definitive Certificates, the Class A Certificates
initially shall be issued in the form of one or more global Certificates,
representing the Book-Entry Certificates, to be delivered to the Depository. 
Except as provided in Section 5.13 of the Agreement or Section 2.4 of this
Supplement, such Book-Entry Certificates shall at all times remain registered in
the name of the Depository or its nominee and at all times:  (i) registration of
such Book-Entry Certificates may not be transferred by the Trustee except to a
successor to the Depository; (ii) ownership and transfers of registration of
such Book-Entry Certificates on the books of the Depository shall be governed by
applicable rules established by the Depository and by Section 2.4; (iii) the
Depository may collect its usual and customary fees, charges and expenses from
its Depository Participants; (iv) the Trustee shall deal with the Depository,
Depository Participants and indirect participating firms as representatives of
such Certificate Book-Entry Holders of such Book-Entry Certificates for purposes
of exercising the rights of such Certificate Book-Entry Holders under the
Agreement and this Supplement, and requests and directions for and votes of such
representatives shall not be deemed to be 


<PAGE>

                                                                              17


inconsistent if they are made with respect to different Certificate 
Book-Entry Holders; and (v) the Trustee may rely and shall be fully protected 
in relying upon information furnished by the Depository with respect to its 
Depository Participants and furnished by the Depository Participants with 
respect to indirect participating firms and Persons shown on the books of 
such indirect participating firms as direct or indirect Certificate 
Book-Entry Holders.

         All transfers by Certificate Book-Entry Holders of interest in Class A
Certificates shall be made in accordance with the procedures established by the
Depository Participant or brokerage firm representing such Book-Entry
Certificate Holders and, notwithstanding any other provision herein to the
contrary, the Trustee shall have no responsibility with respect to any such
transfers (except as set forth in subsection 2.4(d) below).  Each Depository
Participant shall only transfer Class A Certificates of Certificate Book-Entry
Holders it represents or of brokerage firms for which it acts as agent in
accordance with the Depository's normal procedures and in accordance with
applicable law.

         (c)  The Class B Certificates shall be issued only as Definitive
Certificates.

         SECTION 2.4.  RESTRICTIONS ON TRANSFER.  (a)  On the Issuance Date,
the Company shall sell the Term Certificates to the Initial Purchasers pursuant
to the Purchase Agreement and deliver the Term Certificates in the form
specified therein.  Thereafter, the Term Certificates may not be transferred
except in accordance with any applicable state securities laws, in amounts of at
least U.S. $1,000,000 each and otherwise as follows:

         (i)  with respect to Term Certificates evidenced by Book-Entry
     Certificates, to Qualified Institutional Buyers in reliance on the
     exemption from the registration requirements of the Securities Act provided
     by Rule 144A promulgated thereunder ("Rule 144A"); and

         (ii)  with respect to Term Certificates evidenced by Definitive
     Certificates, (A) to Qualified Institutional Buyers in reliance on the
     exemption from the registration requirements of the Securities Act provided
     by Rule 144A thereunder, (B) to other Institutional Accredited Investors
     who deliver a Purchaser Letter to the Trustee or (C) to a person who is
     taking delivery of such Certificate in definitive form pursuant to a
     transaction that is otherwise exempt from the registration requirements of
     the Securities Act, as confirmed in an Opinion of Counsel addressed to the
     Trustee and the Company, which counsel and opinion are satisfactory to the
     Trustee and the Company.

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


<PAGE>

                                                                              18


         (b)  Each purchaser (other than the Initial Purchasers) of the Term
Certificates (including, without limitation, any purchaser of an interest in the
Book-Entry Certificates) will be deemed to have represented and agreed as
follows:

        (i)  It is (A) a Qualified Institutional Buyer as defined in Rule
     144A(a) and is acquiring the Term Certificates for its own institutional
     account or for the account or accounts of a Qualified Institutional Buyer
     or (B) purchasing Term Certificates being delivered in the form of
     Definitive Certificates in a transaction exempt from registration under the
     Securities Act and in compliance with the provisions of the Agreement and
     in compliance with the legend set forth in clause (v) below;

       (ii)  It is purchasing one or more Term Certificates in an amount of at
     least U.S. $1,000,000 and it understands that such Term Certificates may be
     resold, pledged or otherwise transferred only in an amount of at least U.S.
     $1,000,000;

      (iii)  It is not an ERISA Entity and it is not acquiring or holding any
     Term Certificate, directly or indirectly, for or on behalf of an ERISA
     Entity;

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

        (v)  It understands that each Term Certificate will bear a legend
     substantially to the following effect:

     [FOR BOOK-ENTRY CERTIFICATES ONLY: "UNLESS THIS TERM CERTIFICATE IS
     PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
     A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS AGENT FOR
     REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
     IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
     REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
     TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
     REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE
     OR

<PAGE>

                                                                              19


     OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
     HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

     INTERESTS IN THIS TERM CERTIFICATE MAY ONLY BE HELD BY QUALIFIED
     INSTITUTIONAL BUYERS (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT OF
     1933, AS AMENDED).]

     THIS TERM CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
     1933, AS AMENDED (THE "ACT").  THE HOLDER HEREOF, BY PURCHASING THIS TERM 
     CERTIFICATE, AGREES THAT SUCH TERM CERTIFICATE MAY BE RESOLD, PLEDGED OR
     TRANSFERRED ONLY IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS,
     IN AN AMOUNT OF AT LEAST U.S. $1,000,000 AND (1) IN A TRANSACTION MEETING
     THE REQUIREMENTS OF RULE 144A UNDER THE ACT ("RULE 144A"), TO A PERSON WHO
     THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER THAT
     PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OR ACCOUNTS OF A QUALIFIED
     INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
     OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A OR (2) TO A PERSON
     (A) WHO IS AN INSTITUTIONAL "ACCREDITED INVESTOR", WITHIN THE MEANING OF
     RULE 501(a)(1),(2),(3) OR (7) OF REGULATION D UNDER THE ACT, AND WHO
     DELIVERS A PURCHASER LETTER TO THE TRUSTEE IN THE FORM ATTACHED TO THE
     SERIES 1996-1 SUPPLEMENT OR (B) WHO IS TAKING DELIVERY OF SUCH CERTIFICATE
     PURSUANT TO A TRANSACTION THAT IS OTHERWISE EXEMPT FROM THE REGISTRATION
     REQUIREMENTS OF THE ACT, AS CONFIRMED IN AN OPINION OF COUNSEL ADDRESSED TO
     THE TRUSTEE AND THE COMPANY, WHICH SUCH COUNSEL AND OPINION ARE
     SATISFACTORY TO THE COMPANY AND THE TRUSTEE.

     THIS TERM CERTIFICATE MAY NOT BE ACQUIRED OR HELD BY OR ON BEHALF OF (1) AN
     "EMPLOYEE BENEFIT PLAN" WITHIN THE MEANING OF SECTION 3(3) OF THE EMPLOYEE
     RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR OTHER RETIREMENT
     ARRANGEMENT, INDIVIDUAL RETIREMENT ACCOUNT OR KEOGH PLAN, WHETHER OR NOT IT
     IS SUBJECT TO THE PROVISIONS OF TITLE I THEREOF, (2) ANY PLAN DESCRIBED IN
     SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR (3) ANY
     OTHER ENTITY THAT WOULD BE DEEMED TO BE A "BENEFIT PLAN INVESTOR" WITHIN
     THE MEANING OF DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101(f)(2) (ANY
     OF THE FOREGOING, AN "ERISA ENTITY").


<PAGE>

                                                                              20


     THIS TERM CERTIFICATE IS NOT GUARANTEED OR INSURED BY ANY GOVERNMENTAL
     AGENCY OR INSTRUMENTALITY OR BY ANY OTHER PERSON.

     [FOR CLASS B CERTIFICATES ONLY:  THE CLASS B CERTIFICATES MAY NOT BE SOLD,
     ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED UNLESS THE TRANSFEREE THEREOF
     DELIVERS A LETTER, IN THE FORM ATTACHED TO THE SERIES 1996-1 SUPPLEMENT, TO
     THE EFFECT THAT EITHER (i) SUCH TRANSFEREE IS NOT A TRUST, PARTNERSHIP OR
     "S CORPORATION" (WITHIN THE MEANING OF SECTION 1361(A) OF THE CODE) FOR
     UNITED STATES FEDERAL INCOME TAX PURPOSES OR (ii) SUCH TRANSFEREE IS A
     TRUST, PARTNERSHIP OR "S CORPORATION" (WITHIN THE MEANING OF SECTION
     1361(A) OF THE CODE) FOR UNITED STATES FEDERAL INCOME TAX PURPOSES, BUT
     AFTER GIVING EFFECT TO SUCH TRANSFER OF CLASS B CERTIFICATES TO SUCH
     TRANSFEREE, LESS THAN 50 PERCENT OF THE AGGREGATE VALUE OF SUCH
     TRANSFEREE'S ASSETS WOULD CONSIST OF CLASS B CERTIFICATES.

     THE CLASS B CERTIFICATES ARE SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS
     A CERTIFICATES AS PROVIDED IN THE POOLING AGREEMENT AND THE SERIES 1996-1
     SUPPLEMENT.

     THE TRUSTEE INTENDS TO WITHHOLD PURSUANT TO SECTION 1446 OF THE CODE ON
     PAYMENTS OF INTEREST ALLOCABLE TO CLASS B CERTIFICATEHOLDERS WHO ARE
     FOREIGN INVESTORS.  AS A RESULT, THE CASH RECEIVED ON A CURRENT BASIS BY
     FOREIGN INVESTORS WHO OWN CLASS B CERTIFICATES WILL BE LESS THAN THE FULL
     INTEREST PAYMENTS.  FOR THESE PURPOSES, A FOREIGN INVESTOR IS A PERSON OR
     ENTITY OTHER THAN AN INDIVIDUAL WHO IS A CITIZEN OR RESIDENT OF THE UNITED
     STATES, A CORPORATION, PARTNERSHIP OR OTHER ENTITY CREATED OR ORGANIZED IN
     OR UNDER THE LAWS OF THE UNITED STATES OR ANY POLITICAL SUBDIVISION THEREOF
     (A "U.S. COMPANY"), OR AN ESTATE OR TRUST THE INCOME OF WHICH IS SUBJECT TO
     U.S. FEDERAL INCOME TAXATION REGARDLESS OF ITS SOURCE.  A U.S. COMPANY
     WHICH IS A SUBSIDIARY OF A FOREIGN INVESTOR IS NOT ITSELF CONSIDERED A
     FOREIGN INVESTOR BUT A U.S. BRANCH OF A FOREIGN INVESTOR WOULD BE
     CONSIDERED A FOREIGN INVESTOR.]

         (c)  The Transfer Agent and Registrar shall not permit the transfer of
any Term Certificates unless such transfer complies with the terms of the
foregoing legends and, in the case of a transfer (i) to an Institutional
Accredited Investor (other than a Qualified Institutional Buyer), the transferee
delivers a completed Purchaser Letter or (ii) to a Person other than a Qualified
Institutional Buyer or an Institutional Accredited Investor, upon delivery of an
opinion of counsel (which counsel may include Richards & O'Neil, LLP),
satisfactory to the Trustee and the 


<PAGE>

                                                                              21


Company, to the effect that the transferee is taking delivery of the Term 
Certificates in a transaction that is otherwise exempt from the registration 
requirements of the Securities Act and, in the case of a transfer of a Class 
B Certificate to any Person, the transferee delivers to the Company and the 
Trustee a completed Class B Transferee Tax Letter.

         (d)  If a Certificate Book-Entry Holder of Class A Certificates wishes
at any time to transfer its interest therein to one or more Institutional
Accredited Investors or persons described in subsection 2.4(a)(ii)(C) above,
such interest may be so transferred only if, in addition to satisfaction of any
other applicable requirements pursuant hereto and to the Agreement, the
transferor has delivered to the Trustee and the Transfer Agent and Registrar a
Definitive Certificate Conversion Letter.  Upon (i) receipt by the Trustee and
the Transfer Agent and Registrar of (x) such Definitive Certificate Conversion
Letter and (y) instructions given in accordance with the Depository's procedures
therefor and (ii) satisfaction of any other applicable requirements pursuant
hereto and to the Agreement, the Transfer Agent and Registrar shall reflect on
the Certificate Register the date and a decrease in the principal amount of the
applicable Book-Entry Certificate in an amount equal to the principal amount of
the beneficial interest in such Book-Entry Certificate to be transferred, and
the Company shall sign, on behalf of the Trust, and shall direct the Trustee in
writing to duly authenticate, and the Trustee, upon receiving such direction,
shall so authenticate and deliver one or more Definitive Certificates of like
tenor and amount to the transferee or transferees indicated in the related
Definitive Certificate Conversion Letter.

         SECTION 2.5.  APPLICATION OF PROCEEDS.  On the Issuance Date, the
Trustee shall remit to the Company the cash proceeds received by it upon the
issuance of the Term Certificates.

         SECTION 2.6.  PROCEDURE FOR DECREASING THE SERIES 1996-1 INVESTED
AMOUNT; OPTIONAL TERMINATION.  (a)  If as of the last day of any period of three
consecutive Settlement Periods the daily average excess during such period of
the Series 1996-1 Invested Amount over the Series 1996-1 Adjusted Invested
Amount equals or exceeds the Reduction Threshold, as of the last day of any
Settlement Period, the Company shall reduce the Class A Invested Amount and the
Class B Invested Amount (a "REDUCTION"), by causing the Trustee to distribute to
the Term Certificateholders in accordance with this subsection 2.6(a) an amount
(the "REDUCTION AMOUNT") at least equal to such Reduction Threshold, PROVIDED
that in no event shall a Reduction be made if it would cause the Series 1996-1
Invested Amount to be reduced below $100,000,000.  The Company shall direct the
Trustee in writing to make such distribution and shall specify the amount of the
Reduction to be distributed as specified below.  The distribution of the
Reduction Amount shall be made to the Term Certificateholders PRO RATA based on
the Initial Invested Amount of each Class, from the funds on deposit in the
Series 1996-1 Principal Collection Sub-subaccount on the immediately succeeding
Distribution Date (a "SPECIAL DISTRIBUTION DATE"); PROVIDED that no Early
Amortization Event or Potential Early Amortization Event has occurred and is
continuing and the Servicer on behalf of the Company shall have given the
Trustee written notice of such Reduction and the related Reduction Amount (which
amount shall not exceed the available funds on deposit in the Series 1996-1
Principal Collection Sub-subaccount as of the date of such notice) at least five
Business Days prior to the related Special Distribution Date setting forth the
amount of such Reduction and, in the case of such notice to the Trustee,
instructions not to distribute to


<PAGE>

                                                                              22


the Company any amounts pursuant to subsection 3A.3(b)(i) until the condition 
set forth in the second proviso in such subsection is satisfied.  The Trustee 
shall send written notice of any proposed Reduction to the Term 
Certificateholders and each Rating Agency as promptly as reasonably 
practicable.

         (b)  (i)  On any Business Day, the Company shall have the right to
deliver an irrevocable written notice (an "OPTIONAL TERMINATION NOTICE") to the
Trustee and the Servicer in which the Company declares that the Series 1996-1
Revolving Period shall terminate on the date (the "OPTIONAL TERMINATION DATE")
set forth in such notice (which date, in any event, shall not be less than 10
days from the date on which such notice is delivered); PROVIDED that if the
Optional Termination Date occurs prior to the second anniversary of the Issuance
Date, the Company shall pay to the Term Certificateholders, in addition to the
Invested Amount (and interest accrued thereon) to which such holders are
entitled, an amount calculated by the Company equal to the present value of a
series of payments equal to the product of (i) the Series 1996-1 Invested Amount
and (ii) the spread over One-Month LIBOR applicable to the Certificate Rates for
each Class of Term Certificates, payable monthly on each Distribution Date in
arrears from the Optional Termination Date through the second anniversary of the
Issuance Date and discounted at a rate equal to One-Month LIBOR being used to
calculate the Certificate Rates on the Optional Termination Date (the
"PREPAYMENT PREMIUM"); PROVIDED FURTHER that the Prepayment Premium shall be
paid in accordance with the following sentence.  On the Distribution Date on
which the Series 1996-1 Invested Amount has been repaid in full, the Company
shall pay, solely from funds available to the Company which are not otherwise
needed to be applied to the payment of any amounts by the Company pursuant to
any Pooling and Servicing Agreement, FIRST, to the Class A Certificateholders,
and SECOND, to the Class B Certificateholders, the applicable Prepayment
Premium.

         (ii)  From and after the Optional Termination Date, the Series 1996-1
Amortization Period shall commence for all purposes under this Agreement and the
other Transaction Documents.  The Trustee shall give prompt written notice of
its receipt of an Optional Termination Notice to the Term Certificateholders and
each Rating Agency.

         SECTION 2.7.  SALE OF ADDITIONAL TERM CERTIFICATES.  (a)  The Company
may, upon written notice to the Trustee, the Servicer and the Term
Certificateholders and upon satisfaction of each of the conditions set forth in
subsection (b) of this Section 2.7, direct the Trustee in writing to issue on
the following Distribution Date (each such date a "SUBSEQUENT ISSUANCE DATE")
additional Class A Certificates and Class B Certificates, identical to the
existing Class A Certificates and Class B Certificates (except that the
Certificate Rate applicable to such additional Class A Certificates or Class B
Certificates, as the case may be, may differ from the Certificate Rate
applicable to such existing Class A Certificates or Class B Certificates, as the
case may be) (such issuance to be made PRO rata based on the Initial Invested
Amount of each such Class), in an aggregate principal amount and in such names
and denominations as specified by the Company in accordance with subsection
2.7(c) below; PROVIDED that the Series 1996-1 Target Receivables Amount shall
not exceed the Series 1996-1 Allocated Receivables Amount after giving effect to
any increase in the Invested Amount on such Subsequent Issuance Date.


<PAGE>

                                                                            23


         The Company may arrange for the sale of such additional Class A
Certificates and Class B Certificates pursuant to a private placement or any
other sale arrangement; PROVIDED that the Company agrees that it shall first
offer to the existing Term Certificateholders the opportunity to purchase such
additional Class A Certificates and Class B Certificates on substantially the
same terms and conditions that such additional Certificates are to be offered to
other purchasers.  If existing Class A Certificateholders or Class B
Certificateholders, as the case may be, elect not to purchase all such
additional Class A Certificates or Class B Certificates within 10 Business Days
following their receipt of an offer therefor, the Company may proceed with its
arrangements to sell all such additional Class A Certificates or Class B
Certificates, as the case may be, to any other eligible purchasers.  In the
event that the existing Class A Certificateholders or Class B
Certificateholders, as the case may be, subscribe to purchase more additional
Class A Certificates or Class B Certificates than are being offered by the
Company at such time, then each such existing Class A Certificateholder or Class
B Certificateholder shall be entitled to purchase a PRO RATA portion of such
additional Class A Certificates or Class B Certificates based on the aggregate
principal amount of Class A Certificates or Class B Certificates then held by
such holder.  On each Subsequent Issuance Date, if any, the Series 1996-1
Invested Amount (and each other amount set forth herein, the calculation of
which is based on such amount) shall be recalculated by the Servicer to include
the additional Initial Invested Amounts with respect to the Class A Certificates
and Class B Certificates issued on such date.

         (b)  On any Subsequent Issuance Date, the Trustee shall only
authenticate and deliver any additional Class A Certificates and Class B
Certificates upon satisfaction of the following conditions on or prior to such
Subsequent Issuance Date:

         (i)  the Rating Agencies shall have been notified by the Company of
     the proposed issuance of additional Class A Certificates and Class B
     Certificates at least 10 days prior to the proposed Subsequent Issuance
     Date, each Rating Agency shall have issued a rating (as confirmed in a
     letter delivered to the Trustee) on the additional Class A Certificates and
     Class B Certificates that is equivalent to that rating issued by such
     Rating Agency on the Issuance Date and the Rating Agency Condition shall
     have been satisfied on or prior to such Subsequent Issuance Date with
     respect to such issuance;

         (ii)  the Trustee shall have received from the Company an Officer's
     Certificate certifying that no Early Amortization Event or Potential Early
     Amortization Event has occurred and is continuing with respect to Series
     1996-1 or would occur as a result of such issuance;

         (iii)  a Tax Opinion addressed to the Trust and the Trustee shall have
     been delivered to the Trustee; and

         (iv)  an Opinion of Counsel addressed to the Trust and the Trustee
     shall have been delivered to the Trustee stating that all of the conditions
     to the issuance of such additional Class A Certificates and Class B
     Certificates shall have been satisfied (which opinion may, to the extent it
     concerns questions of fact, rely on an Officer's Certificate with respect
     to such questions of fact).


<PAGE>

                                                                            24


         (c)  On each Subsequent Issuance Date, the Company shall sign, on
behalf of the Trust, and shall direct the Trustee in a written communication
signed by a Responsible Officer to duly authenticate, and the Trustee, upon
receiving such direction, shall so authenticate and deliver (i) the related
additional Class A Certificates in such names and such denominations and deliver
such additional Class A Certificates in accordance with such written directions
and (ii) the related additional Class B Certificates in such names and such
denominations and deliver such additional Class B Certificates in accordance
with such written directions.


                                 ARTICLE III

                       ARTICLE III OF THE AGREEMENT

         Section 3.1 of the Agreement and each other section of Article III of
the Agreement relating to another Series shall read in their entirety as
provided in the Agreement.  Article III of the Agreement (except for Section 3.1
thereof and any portion thereof relating to another Series) shall read in its
entirety as follows and shall be exclusively applicable to the Series 1996-1
Certificates:

         SECTION 3A.2.  ESTABLISHMENT OF TRUST ACCOUNTS. (a)  The Trustee shall
cause to be established and maintained in the name of the Trustee, on behalf of
the Trust, (i) for the benefit of the Class A Certificateholders, (ii) for the
benefit, subject to the prior and senior interest of the Class A
Certificateholders, of the Class B Certificateholders and (iii) in the case of
clauses (A), (B) and (C) below, for the benefit, subject to the prior and senior
interest of the Term Certificateholders, of the owner of the Series 1996-1
Subordinated Interest, (A) a subaccount of the Collection Account (the "SERIES
1996-1 COLLECTION SUBACCOUNT"), which subaccount is the Series Collection
Subaccount with respect to Series 1996-1; (B) two subaccounts of the Series
1996-1 Collection Subaccount:  (1) the Series 1996-1 Principal Collection Sub-
subaccount and (2) the Series 1996-1 Non-Principal Collection Sub-subaccount
(respectively, the "SERIES 1996-1 PRINCIPAL COLLECTION SUB-SUBACCOUNT" and the
"SERIES 1996-1 NON-PRINCIPAL COLLECTION SUB-SUBACCOUNT"), (C) a subaccount of
the Series 1996-1 Principal Collection Sub-subaccount (the "SERIES 1996-1
COLLECTION SUBORDINATED SUB-SUBACCOUNT"), and (D) a subaccount of the Series
1996-1 Non-Principal Collection Sub-subaccount (the "SERIES 1996-1 ACCRUED
INTEREST SUB-SUBACCOUNT"; all accounts established pursuant to this
subsection 3A.2(a) and listed on Schedule 1, collectively, the "TRUST
ACCOUNTS"), each Trust Account to bear a designation indicating that the funds
deposited therein are held for the benefit of the Persons (and, for each such
Person, to the extent) set forth in clauses (i), (ii) and (iii) above.  The
Trustee, on behalf of the Holders, shall possess all right, title and interest
in all funds from time to time on deposit in, and all Eligible Investments
credited to, the Trust Accounts and in all proceeds thereof.  The Trust Accounts
shall be under the sole dominion and control of the Trustee for the exclusive
benefit of the Persons (and, for each such Person, to the extent) set forth in
clauses (i), (ii) and (iii) above.

         (b)  All Eligible Investments in the Trust Accounts shall be held by
the Trustee, on behalf of the Holders, for the exclusive benefit of the Persons
(and, for each such Person, to the extent) set forth in clauses (A), (B), (C)
and (D) of subsection 3A.2(a) and, subject to the prior 


<PAGE>

                                                                            25


interest of such Persons, the owner of the Series 1996-1 Subordinated 
Interest; PROVIDED, HOWEVER, that funds on deposit in a Trust Account which 
is a Sub-subaccount of a Collection Account may, at the direction of the 
Company, be invested together with funds held in other Sub-subaccounts of the 
Collection Account.  After giving effect to any distribution to the Company 
pursuant to subsection 3A.3(b), amounts on deposit and available for 
investment in the Series 1996-1 Principal Collection Sub-subaccount and the 
Series 1996-1 Collection Subordinated Sub-subaccount shall be invested by the 
Trustee at the written direction of the Company in Eligible Investments that 
mature, or that are payable or redeemable upon demand of the holder thereof, 
(i) in the case of any such investment made during the Series 1996-1 
Revolving Period, on or prior to the next Business Day and (ii) in the case 
of any such investment made during the Series 1996-1 Amortization Period, on 
or prior to the Business Day immediately preceding the next Distribution 
Date.  Amounts on deposit and available for investment in the Series 1996-1 
Non-Principal Collection Sub-subaccount and the Series 1996-1 Accrued 
Interest Sub-subaccount shall be invested by the Trustee at the written 
direction of the Company in Eligible Investments that mature, or that are 
payable or redeemable upon demand of the holder thereof, on or prior to the 
Business Day immediately preceding the next Distribution Date.  As of the 
Business Day immediately preceding such next Distribution Date, (x) all 
interest and other investment earnings (net of losses and investment 
expenses) on funds deposited in the Series 1996-1 Accrued Interest 
Sub-subaccount shall be deposited in the Series 1996-1 Non-Principal 
Collection Sub-subaccount and (y) all interest and investment earnings (net 
of losses and investment expenses) on funds deposited in the Series 1996-1 
Principal Collection Sub-subaccount and the Series 1996-1 Collection 
Subordinated Sub-subaccount shall be deposited in the Series 1996-1 
Non-Principal Collection Sub-subaccount.

         SECTION 3A.3.  DAILY ALLOCATIONS.  In accordance with the written
direction of the Servicer, upon which the Trustee may conclusively rely:

         (a)  The portion of the Aggregate Daily Collections allocated to the
Series 1996-1 Certificates pursuant to Article III of the Agreement shall be
allocated and distributed as set forth in this Article III by the Trustee as
follows:

              (i)  on each Business Day, an amount equal to the Accrued 
     Expense Amount for such day (or, during the Series 1996-1 Revolving 
     Period, such greater amount as the Company may request in writing) shall 
     be transferred from the Series 1996-1 Collection Subaccount to the Series 
     1996-1 Non-Principal Collection Sub-subaccount; PROVIDED, HOWEVER, that 
     during the Series 1996-1 Amortization Period, to the extent of funds on 
     deposit (after giving effect to deposits on such Business Day) in the 
     Series 1996-1 Collection Subordinated Sub-subaccount, such transfer shall 
     be made from funds on deposit in the Series 1996-1 Collection Subordinated
     Sub-subaccount prior to any transfer from the Series 1996-1 Collection 
     Subaccount, in each case to the Series 1996-1 Non-Principal Collection 
     Sub-subaccount;

              (ii)  following the transfers pursuant to clause (i) above, 
     during the Series 1996-1 Revolving Period, any remaining funds on deposit 
     in the Series 1996-1 Collection 


<PAGE>

                                                                            26


     Subaccount shall be transferred by the Trustee to the Series 1996-1 
     Principal Collection Sub-subaccount;

              (iii)  if the Series 1996-1 Amortization Period commences prior  
     to March 31, 1997, then, during the Series 1996-1 Amortization Period, 
     following the transfers made pursuant to clause (i) above, any remaining 
     funds on deposit in the Series 1996-1 Collection Subaccount shall be 
     allocated and transferred by the Trustee as follows:

                   (A)  an amount equal to the sum of (I) the product of (x) 
         the Series 1996-1 Collections, TIMES (y) the Ineligible Receivables 
         Percentage, PLUS (II) the product of (x) the Series 1996-1 
         Collections, TIMES (y) the Eligible Receivables Percentage, TIMES 
         (z) the Series 1996-1 Subordinated Percentage, shall be transferred 
         to the Series 1996-1 Collection Subordinated Sub-subaccount; and

                   (B)  following the transfer made pursuant to clause (A) 
         above, any remaining funds on deposit in the Series 1996-1 Collection 
         Subaccount shall be transferred to the Series 1996-1 Principal 
         Collection Sub-subaccount; and

              (iv)  if the Series 1996-1 Amortization Period commences on or 
     after March 31, 1997, then, during the Series 1996-1 Amortization Period, 
     following the transfers pursuant to clause (i) above, any remaining funds 
     on deposit in the Series 1996-1 Collection Subaccount shall be transferred
     by the Trustee to the Series 1996-1 Principal Collection Sub-subaccount.

         (b)(i)  On each Business Day during the Series 1996-1 Revolving Period
(including Distribution Dates), after giving effect to all allocations of
Aggregate Daily Collections on such Business Day, amounts on deposit in the
Series 1996-1 Principal Collection Sub-subaccount shall be distributed by the
Trustee to the Company (but only to the extent that the Trustee has received a
Daily Report which reflects the receipt of the Collections on deposit therein)
in accordance with directions contained in such Daily Report; PROVIDED that such
distribution shall be made only if no Potential Early Amortization Event or
Early Amortization Event, in each case pursuant to Section 7.1 of the Agreement
or subsections (a), (d) (but only with respect to a Servicer Default set forth
in subsection 6.1(e) of the Servicing Agreement), (g) or (i) of Section 5.1 of
this Supplement, has occurred and is continuing and only to the extent that,
after giving effect to such distribution, the Series 1996-1 Target Receivables
Amount would not exceed the Series 1996-1 Allocated Receivables Amount; PROVIDED
FURTHER that if the Company or the Servicer, on behalf of the Company, shall
have given a notice of a Reduction and the related Reduction Amount to the
Trustee and the Servicer pursuant to subsection 2.6(a) (and the Trustee shall
have received such notice), the Trustee shall retain, until the related Special
Distribution Date, aggregate amounts on deposit in the Series 1996-1 Principal
Collection Sub-subaccount equal to the sum of the Reduction Amount in respect
thereof; PROVIDED STILL FURTHER that in the event that an amount less than the
Accrued Expense Amount for such day was transferred from the Series 1996-1
Collection Subaccount to the Series 1996-1 Non-Principal Collection Sub-
subaccount on such day pursuant to subsection 3A.3(a)(i), the amount on deposit
in the Series 1996-1 Principal Collection Sub-subaccount, up to the amount of
such deficiency, shall be transferred to the Series 


<PAGE>

                                                                            27


1996-1 Non-Principal Collection Sub-subaccount.   Amounts distributed to the 
Company hereunder shall be deemed to be paid first from Collections received 
directly by the Servicer and second from Collections received in the 
Lockboxes.

         (ii)  On each Business Day during the Series 1996-1 Amortization
Period (including Distribution Dates), funds deposited in the Series 1996-1
Principal Collection Sub-subaccount and the Series 1996-1 Collection
Subordinated Sub-subaccount shall be invested in Eligible Investments that
mature on or prior to the Business Day immediately preceding the next
Distribution Date and shall be distributed on such Distribution Date in
accordance with subsection 3A.6(c).  No amounts on deposit in the Series 1996-1
Principal Collection Sub-subaccount or the Series 1996-1 Collection Subordinated
Sub-subaccount shall be distributed by the Trustee to the Company or the owner
of the Series 1996-1 Subordinated Interest during the Series 1996-1 Amortization
Period.

         (c)  On each Business Day, an amount equal to the Series 1996-1 Daily
Interest Expense for such day shall be transferred by the Trustee from the
Series 1996-1 Non-Principal Collection Sub-subaccount to the Series 1996-1
Accrued Interest Sub-subaccount.

         (d)  On each Business Day during the Series 1996-1 Amortization Period
(including Distribution Dates), so long as there are any amounts on deposit in
the Series 1996-1 Collection Subordinated Sub-subaccount, after giving effect to
the transfers pursuant to subsection 3A.3(a), the Trustee shall also transfer
from the Series 1996-1 Collection Subordinated Sub-subaccount to the Series
1996-1 Principal Collection Sub-subaccount an amount equal to the lesser of (i)
the sum of (A) the product of (1) the Series 1996-1 Non-Subordinated Percentage,
TIMES (2) the Invested Percentage, TIMES (3) the Eligible Receivables
Percentage, TIMES (4) the excess of (x) the sum of Dilution Adjustments arising
or identified, and the outstanding Principal Amount of Ineligible Receivables
for which the Repurchase Obligation Date has occurred, in each case since the
preceding Business Day, OVER (y) the amount specified in the Daily Report as
having been deposited by the Company in respect of such Dilution Adjustments and
Ineligible Receivables (either from the deposit in the Collection Account of
cash payments made in respect thereof by the Sellers or from other cash
Collections in respect thereof) in the Series 1996-1 Principal Collection Sub-
subaccount since the preceding Business Day, (B) the product of (1) the Series
1996-1 Non-Subordinated Percentage, TIMES (2) the Invested Percentage, TIMES (3)
the Eligible Receivables Percentage, TIMES (4) the Principal Amount of
Receivables which became Defaulted Receivables since the preceding Business Day,
and (C) (x) the Series 1996-1 Unreimbursed Amount (as defined in the following
sentence) for the prior Business Day MINUS (y) the amount specified in the Daily
Report as having been deposited by the Company on such Business Day in respect
of such Series 1996-1 Unreimbursed Amount (either from the deposit in the
Collection Account of cash payments made in respect thereof by the Sellers or
from other cash Collections in respect thereof) in the Series 1996-1 Principal
Collection Sub-subaccount and (ii) the amount on deposit in the Series 1996-1
Collection Subordinated Sub-subaccount on such Business Day.  If on any Business
Day the amount calculated pursuant to clause (i) exceeds the amount calculated
pursuant to clause (ii), such excess shall be referred to as the "SERIES 1996-1
UNREIMBURSED AMOUNT" for such Business Day.


<PAGE>

                                                                            28


         (e)  In addition to the foregoing, on the Distribution Date during the
Series 1996-1 Amortization Period following the Settlement Report Date on which
(i) the Series 1996-1 Invested Amount has been reduced to an amount which is
equal to or less than the Clean-Up Call Amount and (ii) the sum of (x) the
amount on deposit in the Series 1996-1 Collection Subordinated Sub-subaccount,
if any, PLUS (y) the amount on deposit in the Series 1996-1 Principal Collection
Sub-subaccount, equals or exceeds the Clean-Up Call Repurchase Price, the
Trustee shall transfer from the Series 1996-1 Collection Subordinated Sub-
subaccount to the Series 1996-1 Principal Collection Sub-subaccount (which
amount shall be used to pay the Clean-Up Call Repurchase Price in full) the
lesser of (i) the Clean-Up Call Repurchase Price MINUS the amount on deposit in
the Series 1996-1 Principal Collection Sub-subaccount on such day and (ii) the
amount on deposit in the Series 1996-1 Collection Subordinated Sub-subaccount. 
In addition, on the Distribution Date during the Series 1996-1 Amortization
Period on which the Company has exercised its clean-up option pursuant to
Section 9.2 of the Pooling Agreement to repurchase the Series 1996-1
Certificates, the Trustee shall, upon the written request of the Company,
transfer from the Series 1996-1 Collection Subordinated Sub-subaccount to the
Series 1996-1 Principal Collection Sub-subaccount (which amount shall be applied
towards payment of the Clean-Up Call Repurchase Price) the lesser of (i) the
Series 1996-1 Invested Amount MINUS the amount on deposit in the Series 1996-1
Principal Collection Sub-subaccount on such day and (ii) the amount on deposit
in the Series 1996-1 Collection Subordinated Sub-subaccount, if any.  Further,
(i) if the Amortization Period has commenced with respect to all Outstanding
Series, then, on the date that is six months after the latest date on which the
last Amortization Period for an Outstanding Series commenced or (ii) if the
Receivables have been disposed of pursuant to subsection 7.2(b) of the
Agreement, on the Distribution Date following the date of such disposition, the
Trustee shall transfer from the Series 1996-1 Collection Subordinated Sub-
subaccount to the Series 1996-1 Principal Collection Sub-subaccount (which
amount shall be applied towards payment of the Series 1996-1 Invested Amount)
the remaining amount on deposit in the Series 1996-1 Collection Subordinated
Sub-subaccount, if any.  The provisions of the foregoing paragraph (e) and this
paragraph (f) shall in no event be construed to affect any other financial
obligations of any Seller, any Servicing Party or the Company under any of the
Transaction Documents.

         (f)  The allocations to be made pursuant to this Section 3A.3 are
subject to the provisions of Sections 2.5, 2.6, 7.2 and 9.1 of the Agreement.

         SECTION 3A.4.  DETERMINATION OF INTEREST.  (a)  The amount of interest
distributable with respect to the Term Certificates on each Distribution Date
for the Accrual Period ending on such Distribution Date shall be determined as
follows:

         (i)  for the Class A Certificates, an amount (the "CLASS A MONTHLY
     INTEREST") equal to the product of (A) the Class A Certificate Rate for
     such Accrual Period, (B) the Class A Invested Amount on the first day of
     such Accrual Period (after giving effect to any distributions of principal
     on such date) and (C) the actual number of days in such Accrual Period
     DIVIDED BY 360; PROVIDED that if any additional Class A Certificates have
     been issued on any Subsequent Issuance Date, the Class A Monthly Interest
     shall equal the sum of the monthly interest amount for each outstanding
     tranche of Class A Certificates 


<PAGE>

                                                                            29


     (based on the outstanding Invested Amount and the applicable Class A 
     Certificate Rate in respect of such tranche);

         (ii)  for the Class B Certificates, an amount (the "CLASS B MONTHLY
     INTEREST") equal to the product of (A) the Class B Certificate Rate for
     such Accrual Period, (B) the Class B Invested Amount on the first day of
     such Accrual Period (after giving effect to any distributions of principal
     on such date) and (C) the actual number of days in such Accrual Period
     DIVIDED BY 360; PROVIDED that if any additional Class B Certificates have
     been issued on any Subsequent Issuance Date, the Class B Monthly Interest
     shall equal the sum of the monthly interest amount for each outstanding
     tranche of Class B Certificates (based on the outstanding Invested Amount
     and the applicable Class B Certificate Rate in respect of such tranche);
     and

         (iii)  The Servicer shall notify the Trustee in writing (upon which 
     the Trustee may conclusively rely) on each Settlement Report Date of the
     amounts calculated pursuant to clauses (i) and (ii) above.

       (b) (i) On each Distribution Date, the Servicer shall determine the 
excess, if any (the "CLASS A INTEREST SHORTFALL"), of (A) the Class A Monthly 
Interest for the Accrual Period ending on such Distribution Date OVER (B) the 
amount which will be available to be distributed to the Class A 
Certificateholders on such Distribution Date in respect thereof pursuant to 
this Supplement.  If the Class A Interest Shortfall with respect to any 
Distribution Date is greater than zero, an additional amount ("CLASS A 
ADDITIONAL INTEREST") equal to the product, for the next Accrual Period (or 
portion thereof) until such Class A Interest Shortfall is repaid, of (A) a 
rate per annum equal to the sum of (x) the Class A Certificate Rate for the 
next Accrual Period and (y) 1%, (B) such Class A Interest Shortfall (or the 
portion thereof which has not been paid to the Class A Certificateholders) 
and (C) the actual number of days in the next Accrual Period (or portion 
thereof) DIVIDED BY 360, shall be payable as provided herein with respect to 
the Class A Certificates on each Distribution Date following such 
Distribution Date, to but excluding the Distribution Date on which such Class 
A Interest Shortfall is paid in full to the Class A Certificateholders.  

         (ii)  On each Distribution Date, the Servicer shall determine the
excess, if any (the "CLASS B INTEREST SHORTFALL"), of (A) the Class B Monthly
Interest for the Accrual Period ending on such Distribution Date OVER (B) the
amount which is available to be distributed to the Class B Certificateholders on
such Distribution Date in respect thereof pursuant to this Supplement.  If the
Class B Interest Shortfall with respect to any Distribution Date is greater than
zero, an additional amount ("CLASS B ADDITIONAL INTEREST") equal to the product,
for the next Accrual Period (or portion thereof) until such Class B Interest
Shortfall is repaid, of (A) a rate per annum equal to the sum of (x) the Class B
Certificate Rate for the next Accrual Period and (y) 1%, (B) such Class B
Interest Shortfall (or the portion thereof which has not been paid to the Class
B Certificateholders) and (C) the actual number of days in such Accrual Period
(or portion thereof) DIVIDED BY 360, shall be payable as provided herein with
respect to the Class B Certificates on each Distribution Date following such
Distribution Date, to but excluding the Distribution Date on which such Class B
Interest Shortfall is paid in full to the Class B Certificateholders.


<PAGE>

                                                                            30


         SECTION 3A.5.  DETERMINATION OF SERIES 1996-1 MONTHLY PRINCIPAL.  (a) 
PAYMENTS OF SERIES 1996-1 PRINCIPAL.  The amount (the "SERIES 1996-1 MONTHLY
PRINCIPAL PAYMENT") distributable from the Series 1996-1 Principal Collection
Sub-subaccount on each Distribution Date during the Series 1996-1 Amortization
Period shall be equal to the amount on deposit in such account on the
immediately preceding Settlement Report Date; PROVIDED, HOWEVER, that the Series
1996-1 Monthly Principal Payment on any Distribution Date shall not exceed the
Series 1996-1 Invested Amount on such Distribution Date after giving effect to
the reductions and increases pursuant to paragraphs (b) and (c) below.

         (b)  REDUCTIONS TO SERIES 1996-1 PRINCIPAL.  If, on any Special
Allocation Settlement Report Date, the Series 1996-1 Allocable Charged-Off
Amount is greater than zero for the related Settlement Period, the Trustee shall
(in accordance with written directions from the Servicer, upon which the Trustee
may conclusively rely) make the following applications of such amounts in the
following order of priority:

              (i)  the Series 1996-1 Required Reserves shall be reduced (but 
     not below zero) by an amount equal to the Series 1996-1 Allocable Charged-
     Off Amount (which shall also be reduced by the amount so applied);

              (ii)  then, to the extent that the Series 1996-1 Allocable 
     Charged-Off Amount is greater than zero following the application in 
     clause (i) above, the Class B Invested Amount shall be reduced (but not 
     below zero) by an amount equal to such remaining Series 1996-1 Allocable 
     Charged-Off Amount (which shall also be reduced by the amount so 
     applied); and

              (iii)  then, to the extent that the Series 1996-1 Allocable 
     Charged-Off Amount is greater than zero following the applications in 
     clauses (i) and (ii) above, the Class A Invested Amount shall be reduced 
     (but not below zero) by an amount equal to such remaining Series 1996-1 
     Allocable Charged-Off Amount (which shall also be reduced by the amount 
     so applied).

         (c)  INCREASES TO SERIES 1996-1 PRINCIPAL.  If, on any Special
Allocation Settlement Report Date, the Series 1996-1 Allocable Recoveries Amount
is greater than zero for the related Settlement Period, the Trustee shall (in
accordance with written directions from the Servicer upon which the Trustee may
conclusively rely) make the following applications (after giving effect to the
applications in paragraph (b) of such amount in the following order of
priority):

              (i)  the Class A Invested Amount shall be increased (but only to 
     the extent of any previous reductions of the Class A Invested Amount 
     pursuant to subsection 3A.5(b)(iii)) by the amount of the Series 1996-1 
     Allocable Recoveries Amount (which shall also be reduced by the amount so 
     applied);

              (ii)  then, to the extent that the Series 1996-1 Allocable 
     Recoveries Amount is greater than zero following the applications in 
     clause (i) above, the Class B Invested Amount shall be increased (but 
     only to the extent of any previous reductions of the Class 


<PAGE>

                                                                            31


     B Invested Amount pursuant to subsection 3A.5(b)(ii)) by such remaining 
     Series 1996-1 Allocable Recoveries Amount (which shall also be reduced by
     the amount so applied); and
     
              (iii)  then, to the extent that the Series 1996-1 Allocable 
     Recoveries Amount is greater than zero following the applications in 
     clauses (i) and (ii) above, the Series 1996-1 Required Reserves shall be 
     increased (but only to the extent of any previous reductions of the 
     Series 1996-1 Required Reserves pursuant to subsection 3A.5(b)(i)) by 
     such remaining Series 1996-1 Allocable Recoveries Amount (which shall 
     also be reduced by the amount so applied).

         SECTION 3A.6.  APPLICATIONS.  (a)  On each Distribution Date, the
Trustee shall distribute from amounts on deposit in the Series 1996-1 Accrued
Interest Sub-subaccount in the following order of priority to the extent funds
are available:

         (i) to the Class A Certificateholders, an amount equal to the Class A
     Monthly Interest payable on such Distribution Date, PLUS the amount of any
     Class A Monthly Interest previously due but not distributed to the Class A
     Certificateholders 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
     Certificateholders on a prior Distribution Date; PROVIDED, HOWEVER, that
     during the Series 1996-1 Amortization Period, no Class A Additional
     Interest will be paid until repayment in full of the Series 1996-1 Invested
     Amount and payment in full of all Class A Monthly Interest and Class B
     Monthly Interest; and

         (ii)  to the Class B Certificateholders, an amount equal to the Class
     B Monthly Interest payable on such Distribution Date, PLUS the amount of
     any Class B Monthly Interest previously due but not distributed to the
     Class B Certificateholders on a prior 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
     Certificateholders on a prior Distribution Date; PROVIDED, HOWEVER, that
     during the Series 1996-1 Amortization Period, no Class B Additional
     Interest will be paid until repayment in full of the Series 1996-1 Invested
     Amount and payment in full of all Class A Monthly Interest and Class B
     Monthly Interest. 

         (b)  On each Distribution Date, the Trustee shall apply funds on
deposit in the Series 1996-1 Non-Principal Collection Sub-subaccount in the
following order of priority to the extent funds are available:

              (i)  an amount equal to the Series 1996-1 Monthly Servicing Fee 
     for the Accrual Period ending on such Distribution Date shall be 
     withdrawn from the Series 1996-1 Non-Principal Collection Sub-subaccount 
     by the Trustee and paid to the Servicer or the Successor Servicer, as the 
     case may be (less any amounts payable to the Trustee pursuant to Section 
     8.5 of the Agreement, which shall be paid to the Trustee); and


<PAGE>

                                                                            32


              (ii)  an amount equal to any unpaid Program Costs due and 
     payable shall be withdrawn from the Series 1996-1 Non-Principal 
     Collection Sub-subaccount by the Trustee and paid to the Persons owed 
     such amounts.

Any remaining amounts on deposit in the Series 1996-1 Non-Principal Collection
Sub-subaccount on any Distribution Date (in excess of the Accrued Expense Amount
as of such day) not allocated pursuant to clauses (i) and (ii) above shall be
paid to the owner of the Series 1996-1 Subordinated Interest; PROVIDED, HOWEVER,
that during the Series 1996-1 Amortization Period, such remaining amounts shall
be deposited in the Series 1996-1 Principal Collection Sub-subaccount for
distribution in accordance with subsection 3A.6(c).

         (c)  During the Series 1996-1 Amortization Period, the Trustee shall
apply, on each Distribution Date, amounts on deposit in the Series 1996-1
Principal Collection Sub-subaccount and, to the extent set forth in clauses (ii)
and (iii) below, in the Series 1996-1 Collection Subordinated Sub-subaccount in
the following order of priority:

              (i)  an amount equal to the Series 1996-1 Monthly Principal 
     Payment for such Distribution Date shall be distributed from the Series 
     1996-1 Principal Collection Sub-subaccount: 

                   (A)  first, PRO RATA to the Class A Certificateholders 
         until the repayment in full of the Class A Invested Amount; and

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

              (ii)  following the repayment in full of the Series 1996-1 
     Invested Amount, (x) if any amounts are owed to the Trustee or any other 
     Person, on account of its expenses, advances and disbursements incurred 
     in respect of the performance of its responsibilities hereunder or as 
     Successor Servicer, such amounts shall be transferred from the Series 
     1996-1 Principal Collection Sub-subaccount and, if applicable, the Series 
     1996-1 Collection Subordinated Sub-subaccount and paid to the Trustee or 
     such other Person and (y) if the Optional Termination Date has occurred 
     and any portion of the Prepayment Premium payable to the Term 
     Certificateholders pursuant to subsection 2.6(b) has not been paid, then 
     funds in an amount equal to the unpaid portion of such Prepayment Premium 
     shall be transferred from the Series 1996-1 Principal Collection Sub-
     subaccount and, if applicable, the Series 1996-1 Collection Subordinated 
     Sub-subaccount and paid, FIRST, to the Class A Certificateholders and, 
     SECOND, to the Class B Certificateholders; and

              (iii)  following the repayment in full of the Series 1996-1 
     Invested Amount and of all of the amounts set forth in clause (ii), the 
     remaining amount on deposit in the Series 1996-1 Principal Collection Sub-
     subaccount and the Series 1996-1 Collection Subordinated Sub-subaccount 
     on such Distribution Date, if any, shall be treated as follows: (x) upon 
     delivery by the Servicer to the Trustee of an Officer's Certificate 
     certifying that as of such date, no Seller has any obligations 
     outstanding to any Person that 


<PAGE>

                                                                            33


     may be entitled to make a claim for payment thereof pursuant to PACA, 
     such amount on deposit shall be distributed to the owner of the Series
     1996-1 Subordinated Interest or (y) if any such obligations remain 
     outstanding on such date, the Servicer shall deliver to the Trustee an 
     Officer's Certificate setting forth the amount thereof (the "OUTSTANDING 
     PACA AMOUNT"), and upon receipt thereof the Trustee (A) shall 
     distribute any funds on deposit in the Series 1996-1 Principal Collection 
     Sub-subaccount and the Series 1996-1 Collection Subordinated Sub-
     subaccount, as the case may be, in excess of the Outstanding PACA Amount 
     to the owner of the Series 1996-1 Subordinated Interest and (B) shall 
     maintain on deposit in the Series 1996-1 Principal Collection Sub-
     subaccount and the Series 1996-1 Collection Subordinated Sub-subaccount, 
     as the case may be, funds in an aggregate amount equal to the Outstanding 
     PACA Amount until the Servicer has delivered an Officer's Certificate 
     certifying that such Outstanding PACA Amount has been paid in full, in 
     which case the Trustee shall distribute any remaining amount of such funds
     pursuant to clause (x) above. In addition, the Trust shall not be 
     terminated pursuant to subsection 9.1(a)(ii) of the Pooling Agreement 
     except upon receipt by the Trustee of an Officer's Certificate delivered 
     by the Servicer certifying that as of the proposed Trust Termination Date,
     no Seller has any obligations outstanding to any Person that may be 
     entitled to make a claim for payment thereof pursuant to PACA.

         (d)  On each Special Distribution Date occurring in respect of a
Reduction hereunder, the Trustee shall distribute to the Term Certificateholders
on such Special Distribution Date (PRO RATA based on the Initial Invested Amount
of each Class and PRO RATA within each Class), from amounts on deposit in the
Series 1996-1 Principal Collection Sub-subaccount an amount equal to the
Reduction Amount to be made on such Special Distribution Date.


                                    ARTICLE IV

                           DISTRIBUTIONS AND REPORTS

         Article IV of the Agreement (except for any portion thereof relating
to another Series) shall read in its entirety as follows and the following shall
be exclusively applicable to the Term Certificates:

         SECTION 4A.1.  DISTRIBUTIONS.  (a)  The final distribution of
principal in respect of the Term Certificates will be made after due notice by
the Trustee of the pendency of such distribution (subject to at least five
Business Days' prior written notice from the Servicer to the Trustee containing
all information required for the Trustee's notice, upon which the Trustee may
conclusively rely) and only upon presentation and surrender of such Term
Certificates at the office of the Paying Agent or at the Corporate Trust Office
of the Trustee, by check drawn on, or by transfer to an account maintained by
the holder with, a bank in New York City.  Any other distribution of principal
in respect of the Term Certificates or on account of interest or fees on the
Term Certificates on each Distribution Date will be made or caused to be made by
the Paying Agent or the Trustee to the persons in whose name the Term
Certificates are registered at the close of business on the related Record 
Date. Such payment will be made by a check mailed to 


<PAGE>

                                                                            34


the Term Certificateholders at such Term Certificateholders' registered 
addresses or, upon application by any Term Certificateholder of at least 
$5,000,000 in original principal amount thereof to the Trustee not later than 
five Business Days prior to the related Distribution Date, by transfer to an 
account maintained by the Term Certificateholder with a bank in New York City.

         (b)  All allocations and distributions hereunder shall be in
accordance with the Daily Report and the Monthly Settlement Statement and
subject to subsection 3.1(h) of the Agreement.

         SECTION 4A.2.  STATEMENTS AND NOTICES.  (a)  MONTHLY SETTLEMENT 
STATEMENTS.  On each Settlement Report Date, the Servicer shall deliver to 
the Trustee and each Rating Agency (commencing with the Settlement Report 
Date occurring on December 16, 1996) a Monthly Settlement Statement in the 
Form of Exhibit D setting forth, among other things, the Loss Reserve Ratio 
I, the Loss Reserve Ratio II, the Dilution Reserve Ratio I, the Dilution 
Reserve Ratio II, the Minimum Ratio, in each case, where applicable, with 
respect to the Class A Certificates and the Class B Certificates, the 
Carrying Cost Reserve Ratio and the Servicing Reserve Ratio and the 
components of the calculation thereof, each as recalculated for the period 
until the next succeeding Settlement Report Date. The Trustee shall forward a 
copy of each Monthly Settlement Statement to any Term Certificateholder upon 
request by such Term Certificateholder.  The Company and the Servicer will 
deliver copies of all notices, reports, statements and other documents 
delivered by it pursuant to the Pooling and Servicing Agreements to each 
Rating Agency.  A copy of any such items may be obtained by any 
Certificateholder upon a written request delivered to the Trustee at the 
Corporate Trust Office.

         (b)  ANNUAL HOLDERS' TAX STATEMENT.  On or before April 1 of each
calendar year (or such earlier date as required by applicable law), beginning
with calendar year 1997, the Company on behalf of the Trustee shall furnish, or
cause to be furnished, to each Person who at any time during the preceding
calendar year was a Term Certificateholder, a statement prepared by the Company
containing the aggregate amount distributed to such Person for such calendar
year or the applicable portion thereof during which such Person was a Term
Certificateholder, together with such other information as is required to be
provided by an issuer of indebtedness under the Internal Revenue Code and such
other customary information as the Company deems necessary or desirable to
enable the Term Certificateholders to prepare their tax returns.  Such
obligation of the Company shall be deemed to have been satisfied to the extent
that substantially comparable information shall have been prepared by the
Servicer and provided to the Trustee and to the Term Certificateholders, in each
case pursuant to any requirements of the Internal Revenue Code as from time to
time in effect.

         (c)  EARLY AMORTIZATION EVENT/DISTRIBUTION OF PRINCIPAL NOTICES.  Upon
the occurrence of an Early Amortization Event with respect to Series 1996-1, the
Company or the Servicer, as the case may be, shall give prompt written notice
thereof to the Trustee.  As promptly as reasonably practicable after its receipt
of notice of the occurrence of an Early Amortization Event with respect to
Series 1996-1, the Trustee shall give notice thereof (i) to each Rating Agency
(which notice shall be given in writing not later than the second Business Day
after such receipt) and (ii) each Term Certificateholder.

<PAGE>

                                                                            35

         SECTION 4A.3.  NOTICE PROCEDURES.  Notices required to be given to the
Term Certificateholders hereunder will be delivered by first class mail to the
addresses of such holders as they appear in the Certificate Register.  Each of
the Company and the Servicer will deliver copies of all notices, reports,
statements and other documents delivered by it pursuant to the Pooling and
Servicing Agreements to each Rating Agency.


                                 ARTICLE V
 
                      ADDITIONAL EARLY AMORTIZATION EVENTS

         SECTION 5.1.  ADDITIONAL EARLY AMORTIZATION EVENTS.  If any one of the
events specified in Section 7.1 of the Agreement (after any grace periods or
consents applicable thereto) or any one of the following events (each, an "EARLY
AMORTIZATION EVENT") shall occur during the Series 1996-1 Revolving Period with
respect to the Series 1996-1 Certificates:

         (a)  (i)  failure on the part of the Servicer to direct any payment or
     deposit to be made or failure of any payment or deposit to be made in
     respect of interest owing on any Term Certificates within two Business Days
     of the date such interest is due or (ii) failure on the part of the
     Servicer to direct any payment or deposit to be made or of the Company to
     make any payment or deposit in respect of any other amounts owing by the
     Company under any Pooling and Servicing Agreement within five Business Days
     of the date such other amount is due or such deposit is required to be
     made;

         (b)  (i) failure on the part of the Company duly to observe or perform
     in any material respect any of the covenants or agreements of the Company
     set forth in Section 2.8 of the Agreement or (ii) failure on the part of
     the Company duly to observe or perform in any material respect any other
     covenants or agreements of the Company set forth in any Pooling and
     Servicing Agreement, which failure continues unremedied 30 days after the
     earlier of the date on which a Responsible Officer of the Company or the
     Servicer has knowledge thereof and the date on which written notice of such
     failure, requiring the same to be remedied, shall have been given to the
     Company by the Trustee, or to the Company and the Trustee by Term
     Certificateholders representing 25% or more of the Series 1996-1 Invested
     Amount;

         (c)  any representation or warranty made or deemed made by the Company
     in any Pooling and Servicing Agreement to or for the benefit of the Term
     Certificateholders (i) proves to have been incorrect in any material
     respect when made or when deemed made and (ii) continues to be incorrect 30
     days after the earlier of the date on which a Responsible Officer of the
     Company or the Servicer has knowledge thereof and the date on which notice
     of such failure, requiring the same to be remedied, has been given by the
     Trustee to the Company or by Term Certificateholders representing 25% or
     more of the Series 1996-1 Invested Amount to the Company and the Trustee;
     PROVIDED, HOWEVER, that an Early Amortization Event with respect to the
     Series 1996-1 Certificates shall not be deemed to have occurred under this
     paragraph if the incorrectness of such representation

<PAGE>

                                                                            36

     or warranty gives rise to an obligation to repurchase the related
     Receivables and the Company has repurchased the related Receivable or all
     such Receivables, if applicable, in accordance with the provisions of any
     Pooling and Servicing Agreement within ten Business Days of the day on 
     which the Company was obligated to do so;

         (d)  a Servicer Default with respect to the Servicer shall have
     occurred and be continuing;

         (e)  a Purchase Termination Event (as defined in the Receivables Sale
     Agreement) shall have occurred and be continuing under the Receivables Sale
     Agreement;

         (f)  a Change in Control shall have occurred;

         (g)  the Series 1996-1 Allocated Receivables Amount shall be less than
     the Series 1996-1 Target Receivables Amount for a period of five
     consecutive Business Days;

         (h)  any of the Agreement, the Servicing Agreement, this Supplement,
     the Receivables Sale Agreement or the Servicer Guarantee shall cease, for
     any reason, to be in full force and effect, or the Company, any Seller, the
     Servicer, any Sub-Servicer or any Affiliate of any thereof shall so assert
     in writing; 

         (i)  the Trust shall for any reason cease to have a valid and
     perfected first priority undivided ownership or security interest in the
     Trust Assets (subject to no other Liens other than Permitted Liens
     described in clauses (i) and (v) of the definition thereof), or any of RS,
     US Foodservice, the Company or any Affiliate of any thereof shall so
     assert;

         (j)  there shall have been filed against RS, US Foodservice, the
     Company or the Trust (i) a notice of federal tax Lien from the Internal
     Revenue Service, (ii) a notice of Lien from the PBGC under Section 412(n)
     of the Internal Revenue Code or Section 302(f) of ERISA for a failure to
     make a required installment or other payment to a plan to which either of
     such sections applies or (iii) a notice of any other Lien the existence of
     which could reasonably be expected to have a material adverse effect on the
     business, operations or financial condition of such Person, and, in each
     case, 40 days shall have elapsed without such notice having been
     effectively withdrawn or such Lien having been released or discharged;

         (k)  a Reduction shall have occurred and, as a result thereof, the
     Series 1996-1 Invested Amount shall have been reduced to an amount below
     $100,000,000; or

         (l)  any action, suit, investigation or proceeding at law or in equity
     (including, without limitation, injunctions, writs or restraining orders)
     shall be brought or commenced or filed by or before any arbitrator, court
     or Governmental Authority against the Company or the Servicer or any
     properties, revenues or rights of either thereof which could reasonably be
     expected to have a Material Adverse Effect with respect to such Person;

<PAGE>

                                                                            37

then, in the case of (x) any event described in Section 7.1 of the Agreement,
after the applicable grace period (if any) set forth in such Section,
automatically without any notice or action on the part of the Trustee or the
Term Certificateholders, an early amortization period shall immediately commence
or (y) any other event described above, after the applicable grace period (if
any) set forth in such subsections, the Trustee may, and at the written
direction of the Majority Term Certificateholders voting as a single class
shall, by written notice then given to the Company and the Servicer, declare
that an early amortization period has commenced as of the date of such notice
with respect to Series 1996-1 (any such period under clause (x) or (y) above, an
"EARLY AMORTIZATION PERIOD"); PROVIDED, HOWEVER, that in the case of the event
described in clause (g) above, if an Early Amortization Period has not been
declared within ten Business Days after the occurrence of such event, then an
Early Amortization Period shall occur automatically unless, (i) prior to the end
of such ten Business Day period, the Series 1996-1 Allocated Receivables Amount
shall no longer be less than the Series 1996-1 Target Receivables Amount and
(ii) so long as the Series 1996-1 Allocated Receivables Amount continues to be
equal to or greater than the Series 1996-1 Target Receivables Amount, Term
Certificateholders representing 66-2/3% or more of the Series 1996-1 Invested
Amount voting as a single class shall have waived the occurrence of such event.

         Notwithstanding the foregoing, a delay or failure in performance
referred to in clause (a) or (b)(i) above for a period of up to five Business
Days after the applicable grace period, or in clause (b)(ii) above for a period
of up to 30 Business Days after the applicable grace period, will not constitute
an Early Amortization Event if such delay or failure could not have been
prevented by the exercise of reasonable diligence by the Company and such delay
or failure was caused by a Force Majeure Delay.  The Company nevertheless will
be required to use its best efforts to perform its obligations in a timely
manner in accordance with the terms of the Transaction Documents, and the
Company shall promptly give the Trustee an Officer's Certificate notifying it of
any such failure or delay by the Company.


                                   ARTICLE VI

                                 SERVICING FEE

         SECTION 6.1.  SERVICING COMPENSATION.  A monthly servicing fee (the
"SERIES 1996-1 MONTHLY SERVICING FEE") shall be payable to the Servicer on each
Distribution Date for the immediately preceding Settlement Period in an amount
equal to the product of (a) the Servicing Fee and (b) a fraction the numerator
of which is the Series 1996-1 Invested Amount as of the end of such Settlement
Period and the denominator of which is the Aggregate Invested Amount as of the
end of such Settlement Period; PROVIDED, HOWEVER, that if an Early Amortization
Event has occurred and is continuing and US Foodservice or any Affiliate thereof
is acting as Servicer, payment of the Series 1996-1 Monthly Servicing Fee shall
be deferred until the Series 1996-1 Invested Amount has been paid in full.


<PAGE>

                                                                            38

                                   ARTICLE VII

                     REPRESENTATIONS AND WARRANTIES, COVENANTS

         SECTION 7.1.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE
SERVICER.  The Company and the Servicer each hereby represents and warrants to
the Trustee and each of the Term Certificateholders that each and every of their
respective representations and warranties contained in the Agreement is true and
correct in all material respects as of the Issuance Date.

         SECTION 7.2.  COVENANTS OF THE COMPANY AND THE SERVICER.  The Company
and the Servicer hereby agree, in addition to their obligations under the
Agreement and the Servicing Agreement, that:

          (a)  they shall not terminate the Agreement unless in strict
     compliance with the terms of the Agreement and each Supplement relating to
     an Outstanding Series;

          (b)  no later than 30 days after the date hereof, they will (i)
     deliver to the Trustee executed copies of software licenses or sublicenses,
     in a form reasonably acceptable to the Trustee, which grant to the Trustee
     the right to utilize any of the software owned or licensed by the Servicer
     that is necessary to perform the collection and administrative functions to
     be performed by the Trustee under the Transaction Documents, (ii) deliver
     to the Trustee executed copies of any landlord waivers, in a form
     reasonably acceptable to the Trustee, that may be necessary to grant to the
     Trustee access to any leased premises of the Servicer for which the Trustee
     may require access to perform the collection and administrative functions
     to be performed by the Trustee under the Transaction Documents, except to
     the extent the Company or the Servicer, as the case may be, owns such
     property and (iii) have taken all actions reasonably requested by the
     Trustee in connection with, and to ensure completion of, each of the
     Servicer Site Review and the Standby Liquidation System;

          (c)  for so long as any Term Certificates are outstanding and are
     "restricted securities" within the meaning of Rule 144(a)(3) under the
     Securities Act, the Company will cause to be provided to any holder of Term
     Certificates and any prospective purchaser of Term Certificates or an
     interest therein (which prospective purchaser is designated by any holder
     of Term Certificates), upon the request of such holder or prospective
     purchaser, the information required to be provided to such holder or
     prospective purchaser by Rule 144A(d)(4) under the Securities Act; and

          (d)  they shall observe in all material respects each and every of
     their respective covenants (both affirmative and negative) contained in the
     Agreement, the Servicing Agreement, this Supplement and all other
     Transaction Documents to which each is a party.

<PAGE>

                                                                            39

          SECTION 7.3.  COVENANTS OF THE SERVICER.  The Servicer hereby agrees
that:

          (a) it shall observe each and all of its respective covenants (both
affirmative and negative) contained in the Pooling and Servicing Agreements in
all material respects; and

          (b)  it shall operate in good faith to allow the Trustee to use the
Servicer's available facilities and expertise upon the Servicer's termination or
default.

          SECTION 7.4.  COVENANT OF THE TRUSTEE.  Neither the Trustee nor any
agent of the Trustee (including the Authenticating Agent and the Paying Agent)
will knowingly take any action with the intent of facilitating (i) the
registration, listing or trading of the Class B Certificates on any national,
foreign, regional, local or other stock exchange or PORTAL or (ii) the
development or existence of an "over the counter" market for the Class B
Certificates (including an interdealer quotation system that regularly
disseminates firm buy or sell quotations by identified brokers or dealers by
electronic means or otherwise).


                                   ARTICLE VIII

                                  MISCELLANEOUS

          SECTION 8.1.  RATIFICATION OF AGREEMENT.  As supplemented by this
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Supplement shall be read, taken and
construed as one and the same instrument.

          SECTION 8.2.  GOVERNING LAW.  THIS SUPPLEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

          SECTION 8.3.  FURTHER ASSURANCES.  Each of the Company, the Servicer
and the Trustee agrees, from time to time, to do and perform any and all acts
and to execute any and all further instruments required or reasonably requested
by the other more fully to effect the purposes of this Supplement and the sale
of the Term Certificates hereunder, including, without limitation, in the case
of the Company and the Servicer, the execution of any financing or registration
statements or similar documents or notices or continuation statements relating
to the Receivables and the other Trust Assets for filing or registration under
the provisions of the UCC or similar legislation of any applicable jurisdiction.

          SECTION 8.4.  NO WAIVER; CUMULATIVE REMEDIES.  No failure to exercise
and no delay in exercising, on the part of the Trustee or any Term
Certificateholder, any right, remedy, power or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege.  The
rights, remedies, 


<PAGE>

                                                                            40

powers and privileges herein provided are cumulative and not exhaustive of 
any rights, remedies, powers and privileges provided by law. 

          SECTION 8.5.  AMENDMENTS.  (a)  This Supplement may be amended,
supplemented or otherwise modified in writing from time to time only if such
amendment, supplement or modification is effected in accordance with the
provisions of Section 10.1 of the Agreement.

          SECTION 8.6.  SEVERABILITY.  If any provision hereof is void or
unenforceable in any jurisdiction, such voidness or unenforceability shall not
affect the validity or enforceability of (i) such provision in any other
jurisdiction or (ii) any other provision hereof in such or any other
jurisdiction.

          SECTION 8.7.  NOTICES.  All notices, requests and demands to or upon
any party hereto to be effective shall be given (i) in the case of the Company,
the Servicer and the Trustee, in the manner set forth in Section 10.5 of the
Agreement and (ii) in the case of any other party, in writing (including a
confirmed transmission by telecopy), and, unless otherwise expressly provided
herein, shall be deemed to have been duly given or made when delivered by hand
or three days after being deposited in the mail, postage prepaid, or, in the
case of telecopy notice, when received, addressed as follows in the case of the
Rating Agencies or to such other address as may be hereafter notified by the
respective parties hereto:

          DCR:           Duff & Phelps Credit Rating Co.
                         55 East Monroe Street
                         Chicago, Illinois 60603

                         Attention:  Asset-Backed Research and
                                     Monitoring Group
                         Telecopier: (312) 263-2852

          S&P:           Standard & Poor's Ratings Services
                         25 Broadway
                         New York, New York  10004
                         Attention:  Asset-Backed Surveillance 
                                     Group
                         Telecopier: (212) 412-0225

Any notice required or permitted to be mailed to a Term Certificateholder shall
be given as provided in Section 4A.3.

          SECTION 8.8.  COUNTERPARTS.  This Supplement may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original,
and all of which taken together shall constitute one and the same agreement.

<PAGE>

                                                                            41

          SECTION 8.9.  LIMITATION ON ADDITION AND TERMINATION OF SELLERS.  (a) 
Notwithstanding anything to the contrary contained in the Receivables Sale
Agreement, the Company shall not consent to the addition of a Seller or a Seller
Division thereunder unless (subject to the proviso contained in clause (iv)
below) each of the following conditions shall have been satisfied:

          (i)  (x) in the case of a proposed addition of a Seller, each of the
     conditions set forth in Section 3.02 of the Receivables Sale Agreement, and
     (y) in the case of a proposed addition of a Seller Division, the conditions
     set forth in subsections 3.02(a)(ii), (e), (f), (g), (h), (j) and (k) (in
     each case, applied to the applicable New Division as if it were a proposed
     additional Seller) of the Receivables Sale Agreement, shall have been
     satisfied.

          (ii) The Company shall have received copies of the Policies of such
     additional Seller (or such Seller Division, as the case may be, if
     different from the Policies of the Seller of which it is a New Division),
     which Policies shall be in form and substance satisfactory to the Company.

          (iii)     The Company shall have received confirmation (A) that there
     is no pending or, to its knowledge after due inquiry, threatened action or
     proceeding affecting such additional Seller (or such Seller Division, as
     the case may be) before any Governmental Authority (I) that could
     reasonably be expected to have a Material Adverse Effect with respect to
     such additional Seller (or such Seller Division, as the case may be, as if
     it were an additional Seller) or (II) that purports to affect the legality,
     validity or enforceability of this Supplement, the Agreement or any other
     Transaction Document or any of the transactions contemplated hereby or
     thereby.

          (iv) The Company and the Trustee shall have received evidence that the
     Rating Agency Condition shall have been satisfied with respect to the
     addition of such Seller (or addition of such Seller Division, as the case
     may be); PROVIDED that such satisfaction of the Rating Agency Condition
     (and such receipt of evidence thereof) shall not be required with respect
     to the addition of up to three Subsidiaries of RS (and/or New Divisions) as
     Sellers (or Seller Divisions) during any calendar year, each of which
     Subsidiaries (or New Divisions) meets the following criteria: (x) such
     Subsidiary (or New Division) is in the same line of business as the
     existing Sellers as of the related Seller Addition Date (as defined in the
     Receivables Sale Agreement) and (y) as of such date, immediately prior to
     giving effect to such addition (the "MEASUREMENT DATE"), the ratio
     (expressed as a percentage) of (I) (A) the aggregate Principal Amount of
     what would constitute all Eligible Receivables of such Subsidiary (or New
     Division) at the end of the Business Day immediately preceding the
     Measurement Date if it were a Seller (or Seller Division) MINUS the amount
     which would consitute the Overconcentration Amount applicable to such
     Receivables on the Measurement Date if such Subsidiary (or New Division)
     were a Seller (or Seller Division) MINUS (B) the product of the amount
     calculated pursuant to the foregoing clause (A) and the PACA Percentage
     which would be applicable on such date to such Subsidiary (or New Division)
     if it were a Seller (or Seller Division), calculated solely


<PAGE>

                                                                            42

     with respect to it, to (II) the Aggregate Receivables Amount on such
     date (before giving effect to such addition), is less than five percent.

          (v)   The Company and the Trustee shall have received a certificate
     prepared by a Responsible Officer of the Servicer certifying that after
     giving effect to the addition of such Seller (or such Seller Division, as
     the case may be), the Aggregate Target Receivables Amount shall equal the
     Aggregate Allocated Receivables Amount on the related Seller Addition Date.

          (b)  Notwithstanding anything to the contrary contained in the
Receivables Sale Agreement, the Company shall not consent to any request made
pursuant to Section 9.14 thereof, nor shall any Seller which is the subject of
such request be terminated under the Receivables Sale Agreement, in each case
unless (i) no Early Amortization Event, Potential Early Amortization Event or
Potential Purchase Termination Event (as defined in the Receivables Sale
Agreement) (other than with respect to the Seller to be so terminated) will have
occurred and be continuing after giving effect to such termination and (ii) the
Trustee shall have received prior notice of such termination (which notice shall
be accompanied by a PRO FORMA Daily Report confirming that the Aggregate Target
Receivables Amount equals the Aggregate Allocated Receivables Amount, each
calculated after giving effect to such termination and excluding all Receivables
originated by the Seller to be terminated).

          (c)  Upon the termination of a Seller pursuant to Section 9.14 of the
Receivables Sale Agreement and the foregoing paragraph (b), the calculation
(including, without limitation, for purposes of the PRO FORMA calculations
pursuant to paragraph (b) above) of the Aggregate Target Receivables Amount, the
Aggregate Allocated Receivables Amount, the Series 1996-1 Required Reserves and
all other amounts from which each such amount is directly or indirectly derived
shall exclude in each case the Receivables originated by such terminated Seller.


                                   ARTICLE IX
 
                               FINAL DISTRIBUTIONS

          SECTION 9.1.  CERTAIN DISTRIBUTIONS.  (a)  Not later than 2:00 p.m.,
New York City time, on the Distribution Date following the date on which the
proceeds from the disposition of the Receivables pursuant to subsection 7.2(b)
of the Agreement are deposited into the Series 1996-1 Non-Principal Collection
Sub-subaccount and the Series 1996-1 Principal Collection Sub-subaccount, the
Trustee shall distribute such amounts pursuant to Article III of this
Supplement.

          (b)  Notwithstanding anything to the contrary in this Supplement or
the Agreement, any distribution made pursuant to this Section 9.1 shall be
deemed to be a final distribution pursuant to Section 9.3 of the Agreement with
respect to the Term Certificates.

<PAGE>


          IN WITNESS WHEREOF, the Company, the Servicer and the Trustee have
caused this Series 1996-1 Supplement to be duly executed by their respective
officers as of the day and year first above written.

                                RS FUNDING INC.

                                By:  /s/
                                   _______________________________
                                   Name:  
                                   Title: 


                                US FOODSERVICE INC., in its individual
                                 capacity and as Servicer

                                By:  /s/
                                   _______________________________
                                   Name:  
                                   Title: 




                                THE CHASE MANHATTAN BANK, not in its individual
                                capacity but solely as Trustee


                                By:  /s/
                                   ________________________________
                                   Name:
                                   Title:


<PAGE>
                                                                      Schedule 1
                                                     TO SERIES 1996-1 SUPPLEMENT


                         [TO BE PROVIDED BY THE TRUSTEE]


                                 TRUST ACCOUNTS



     ACCOUNT                                                     ACCOUNT NUMBER

 Series 1996-1 Collection Subaccount                             ----------
 Series 1996-1 Principal Collection Sub-subaccount               ----------
 Series 1996-1 Non-Principal Collection Sub-subaccount           ----------
 Series 1996-1 Accrued Interest Sub-subaccount                   ----------
 Series 1996-1 Collection Subordinated Sub-subaccount            ----------



<PAGE>

                                                                       Exhibit C
                                                     TO SERIES 1996-1 SUPPLEMENT


                    [TO BE PROVIDED BY CHASE SECURITIES INC.]


                              FORM OF DAILY REPORT

<PAGE>

                                                                       Exhibit D
                                                     TO SERIES 1996-1 SUPPLEMENT


                    [TO BE PROVIDED BY CHASE SECURITIES INC.]


                      FORM OF MONTHLY SETTLEMENT STATEMENT

<PAGE>

                                                                      Exhibit F 
                                                     TO SERIES 1996-1 SUPPLEMENT


                      FORM OF CLASS B TRANSFEREE TAX LETTER


          We are delivering this letter in connection with the transfer of $----
      of the Floating Rate Class B Trade Receivables Participation Certificates,
Series 1996-1 (the "CERTIFICATES") issued by the Rykoff-Sexton Receivables
Master Trust (the "TRUST") created under the Pooling Agreement, dated as of
November --, 1996 (as amended, supplemented or otherwise modified from time to
time, the "POOLING AGREEMENT"), among RS Funding Inc., a Nevada corporation (the
"COMPANY"), US Foodservice Inc., a Delaware corporation, as servicer (the
"SERVICER"), and The Chase Manhattan Bank, a New York banking corporation, as
trustee (the "TRUSTEE"), and the Series 1996-1 Supplement thereto, dated as of
November --, 1996 (as amended, supplemented or otherwise modified from time to
time, the "SERIES 1996-1 SUPPLEMENT"), among the Company, the Servicer and the
Trustee.  Capitalized terms used herein without definition shall have the
meanings given to them in the Pooling Agreement and the Series 1996-1
Supplement.

          We hereby confirm and represent that [we are not a trust, partnership
or "S Corporation" (within the meaning of Section 1361(a) of the Code) for
United States federal income tax purposes] [we are a trust, partnership or "S
Corporation" (within the meaning of Section 1361(a) of the Code) for United
States federal income tax purposes, but after giving to the transfer referred to
above, less than 50 percent of the aggregate value of our assets would consist
of Certificates].

          We acknowledge that the Transfer Agent, the Registrar and the Company
will rely upon our confirmation and representation set forth herein.

          THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.

                                   ________________________________
                                   (Name of Purchaser)

                                   By:______________________________
                                        Name:
                                        Title:

                                        Address:

<PAGE>

                                                                       Exhibit G
                                                     TO SERIES 1996-1 SUPPLEMENT


                FORM OF DEFINITIVE CERTIFICATE CONVERSION LETTER


          Reference is made to the Rykoff-Sexton Receivables Master Trust (the
"TRUST") created under the Pooling Agreement, dated as of November --, 1996 (the
"POOLING AGREEMENT"), among RS Funding Inc., a Nevada corporation (the
"COMPANY"), US Foodservice Inc., a Delaware corporation, as servicer (the
"SERVICER"), and The Chase Manhattan Bank, a New York banking corporation, as
trustee (the "TRUSTEE"), and the Series 1996-1 Supplement thereto, dated as of
November --, 1996 (the "SERIES 1996-1 SUPPLEMENT"), among the Company, the
Servicer and the Trustee.  Capitalized terms used herein without definition
shall have the meanings given to them in the Pooling Agreement and the Series
1996-1 Supplement.

          We are delivering this letter in connection with the transfer of 
$---  of the Floating Rate Class A Trade Receivables Participation 
Certificates, Series 1996-1 (the "CERTIFICATES") issued by the Trust pursuant 
to the Series 1996-1 Supplement which are registered to CEDE & CO. and held 
thereby in the name of [insert name of transferor] (the "TRANSFEROR").  The 
Transferor hereby requests an exchange of its beneficial interest in the 
Certificates for an aggregate amount of $----- in Definitive Certificate[s] 
to be issued to [insert name(s) of transferee(s)], [[each of] which is an 
Institutional Accredited Investor and has delivered a Purchaser Letter 
pursuant to the Series 1996-1 Supplement] [[each of] which is a person who is 
taking delivery of such Definitive Certificate pursuant to a transaction that 
is exempt from the registration requirements of the Securities Act and has 
delivered to the Trustee and the Company an Opinion of Counsel satisfactory 
to the Trustee and the Company].

          THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.


                                   ____________________________
                                   (Name of Transferor)

                                   By:__________________________
                                        Name:
                                        Title:

                                        Address: