INDENTURE SUPPLEMENT

 

<PAGE>

 

                                                                  EXECUTION COPY

 

================================================================================

 

                     VFN SERIES 2003-3 INDENTURE SUPPLEMENT

                           Dated as of December 17, 2003

 

                                       to

 

                                MASTER INDENTURE

                          Dated as of October 24, 2002

 

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

 

                         FIRST NATIONAL MASTER NOTE TRUST,

                                     Issuer,

 

                                       and

 

                              THE BANK OF NEW YORK,

                 Indenture Trustee on behalf of the Noteholders

 

================================================================================

 

                        FIRST NATIONAL MASTER NOTE TRUST

 

================================================================================

 

<PAGE>

 

 

 

 

                                TABLE OF CONTENTS

 

<TABLE>

<CAPTION>

                                                                                                                Page

<S>                                                                                                               <C>

                                                     ARTICLE I

 

CREATION OF THE VFN SERIES 2003-3 NOTES.....................................................................       1

 

                                                     ARTICLE II

 

DEFINITIONS.................................................................................................       1

 

                                                    ARTICLE III

                                              NOTEHOLDER SERVICING FEE

 

Section 3.01.      Servicing Compensation....................................................................      20

 

                                                     ARTICLE IV

                        RIGHTS OF NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS

 

Section 4.01.      Collections and Allocations...............................................................      21

Section 4.02.      Determination of Monthly Interest.........................................................      24

Section 4.03.      Determination of Monthly Principal........................................................      26

Section 4.04.      Application of Available Finance Charge Collections and Available Principal Collections...      26

Section 4.05.      Investor Charge-Offs......................................................................      29

Section 4.06.      Reallocated Principal Collections.........................................................      29

Section 4.07.      Excess Finance Charge Collections.........................................................      30

Section 4.08.      Excess Principal Collections..............................................................      30

Section 4.09.      Certain Series Accounts...................................................................      31

Section 4.10.      Extension of Revolving Period.............................................................      32

Section 4.11.      Adjustments...............................................................................      33

Section 4.12.      Spread Account............................................................................      36

Section 4.13.      Investment Instructions...................................................................      38

Section 4.14.      [Reserved]................................................................................      38

Section 4.15.      Fees; Increased Costs.....................................................................      38

Section 4.16.      Note Interest Rates.......................................................................      42

Section 4.17.      Interchange...............................................................................      42

Section 4.18.      Foreign Accounts..........................................................................      42

Section 4.19.      Funding Account...........................................................................      43

Section 4.20.      Taxes.....................................................................................      44

 

                                                     ARTICLE V

                              DELIVERY OF NOTES; DISTRIBUTIONS; REPORTS TO NOTEHOLDERS

 

Section 5.01.      Delivery and Payment for the VFN Series 2003-3 Notes......................................      46

Section 5.02.      Distributions.............................................................................      46

Section 5.03.      Reports and Statements to VFN Series 2003-3 Noteholders...................................      47

</TABLE>

 

<PAGE>

 

<TABLE>

<S>                                                                                                               <C>

                                                     ARTICLE VI

 

VFN SERIES 2003-3 Pay Out Events............................................................................      47

 

                                                    ARTICLE VII

                                REDEMPTION; FINAL DISTRIBUTIONS; SERIES TERMINATION

 

Section 7.01.       Optional Redemption of VFN Series 2003-3 Notes; Final Distributions.......................      49

Section 7.02.      Series Termination........................................................................      50

 

                                                     ARTICLE VIII

                                              MISCELLANEOUS PROVISIONS

 

Section 8.01.      Ratification of Indenture; Amendments; Waivers............................................      51

Section 8.02.      Form of Delivery of the VFN Series 2003-3 Notes...........................................      51

Section 8.03.      Counterparts..............................................................................      51

Section 8.04.      Governing Law.............................................................................      51

Section 8.05.      Limitation of Liability...................................................................      51

Section 8.06.      Rights of Indenture Trustee...............................................................      51

Section 8.07.      Additional Requirements for Registration of and Limitations on Transfer and

                  Exchange of Notes.........................................................................      51

</TABLE>

 

EXHIBIT A-1        FORM OF CLASS A-1 ASSET BACKED NOTE, VFN SERIES 2003-3

EXHIBIT A-2        FORM OF CLASS A-2 ASSET BACKED NOTE, VFN SERIES 2003-3

EXHIBIT A-3        FORM OF CLASS B-1 ASSET BACKED NOTE, VFN SERIES 2003-3

EXHIBIT A-4        FORM OF CLASS B-2 ASSET BACKED NOTE, VFN SERIES 2003-3

EXHIBIT B          FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO

                  INDENTURE TRUSTEE

EXHIBIT C          FORM OF MONTHLY REPORT TO NOTEHOLDERS

EXHIBIT D          FORM OF MONTHLY SERVICER'S CERTIFICATE

EXHIBIT E          FORM OF INVESTOR CERTIFICATION

 

                                       ii

 

<PAGE>

 

                     VFN SERIES 2003-3 INDENTURE SUPPLEMENT

 

         VFN SERIES 2003-3 INDENTURE SUPPLEMENT, dated as of December 17, 2003

("Indenture Supplement"), between FIRST NATIONAL MASTER NOTE TRUST, a statutory

trust organized and existing under the laws of the State of Delaware (herein,

"Issuer" or the "Trust"), and THE BANK OF NEW YORK, a New York banking

corporation, not in its individual capacity, but solely as indenture trustee

(herein, together with its successors in the trusts thereunder as provided in

the Master Indenture referred to below, "Indenture Trustee") under the Master

Indenture, dated as of October 24, 2002 (the "Indenture"), between Issuer and

Indenture Trustee (the Indenture, together with this Indenture Supplement, the

"Agreement").

 

         Pursuant to Section 2.11 of the Indenture, Transferor may direct Issuer

to issue one or more Series of Notes. The Principal Terms of this Series are set

forth in this Indenture Supplement to the Indenture.

 

                                    ARTICLE I

 

                     CREATION OF THE VFN SERIES 2003-3 NOTES

 

         There is hereby created and designated a Series of Notes to be issued

pursuant to the Indenture and this Indenture Supplement to be known as "First

National Master Note Trust, VFN Series 2003-3" or the "VFN Series 2003-3 Notes"

or "VFN Series 2003-3". The VFN Series 2003-3 Notes shall be issued in four

Classes of Variable Interests, known as the "Class A-1 Asset Backed Notes, VFN

Series 2003-3," the "Class A-2 Asset Backed Notes, VFN Series 2003-3," the

"Class B-1 Asset Backed Notes, VFN Series 2003-3" and the "Class B-2 Asset

Backed Notes, VFN Series 2003-3."

 

         VFN Series 2003-3 shall be included in Group One and shall be a

Principal Sharing Series. VFN Series 2003-3 shall be an Excess Allocation Series

with respect to Group One only. VFN Series 2003-3 shall not be subordinated to

any other Series and shall not be a Paired Series.

 

                                   ARTICLE II

 

                                   DEFINITIONS

 

         Whenever used in this Indenture Supplement, the following words and

phrases shall have the following meanings, and the definitions of such terms are

applicable to the singular as well as the plural forms of such terms and the

masculine as well as the feminine and neuter genders of such terms.

 

         "Adjustment Date" is defined in Section 4.11.

 

         "Affected Party" means a VFN Series 2003-3 Noteholder, any Support

Provider or any Funding Agent.

 

         "Agent" means Societe Generale.

 

<PAGE>

 

         "Allocation Percentage" means, with respect to any Monthly Period, the

percentage equivalent of a fraction:

 

                  (a)       the numerator of which shall be equal to:

 

                           (i)       for Principal Collections during the

                  Revolving Period, and for Finance Charge Collections during

                  the Revolving Period and the Controlled Amortization Period,

                  and for Default Amounts at any time, the Average Collateral

                  Amount for the prior Monthly Period; or

 

                           (ii)      for Finance Charge Collections during the

                  Rapid Amortization Period and for Principal Collections during

                  the Rapid Amortization Period and the Controlled Amortization

                  Period, the Collateral Amount at the end of the last day of

                  the Revolving Period, or, with respect to Finance Charge

                  Collections, if later, at the end of the last day of the

                  Controlled Amortization Period;

 

         provided, however, that prior to the occurrence of a Pay Out Event,

         Transferor may, by written notice to Indenture Trustee, Servicer, the

         Funding Agents and each Rating Agency, reduce the numerator used for

         purposes of allocating Principal Collections and Finance Charge

         Collections to VFN Series 2003-3 at any time if (x) the Rating Agency

         Condition shall have been satisfied with respect to such reduction and

         (y) Transferor shall have delivered to Indenture Trustee an Officer's

         Certificate to the effect that, based on the facts known to such

         officer at that time, in the reasonable belief of Transferor, such

         designation will not cause a Pay Out Event or an event that, after the

         giving of notice or the lapse of time, would cause a Pay Out Event to

         occur with respect to VFN Series 2003-3; and provided, further, that

         Transferor may designate that the numerator for Finance Charge

         Collections during the Rapid Amortization Period will be the Collateral

         Amount at the end of the last day of the prior Monthly Period by notice

         to Servicer, the Funding Agents and Indenture Trustee, if the Rating

         Agency Condition has been met; and

 

                  (b)       the denominator of which shall be the greater of (x)

         the Aggregate Principal Balance determined as of the close of business

         on the last day of the prior Monthly Period and (y) the sum of the

         numerators used to calculate the allocation percentages for allocations

         with respect to Finance Charge Collections, Principal Collections or

         Default Amounts, as applicable, for all outstanding Series and all

         outstanding PSA Series (other than any Series represented by the

         Collateral Certificate) on such date of determination; provided, that

         if one or more Reset Dates occur in a Monthly Period, the denominator

         of the Allocation Percentage for the portion of the Monthly Period

         falling on and after such Reset Date and prior to any subsequent Reset

         Date will be recalculated for such period using amounts determined as

         of the close of business on the subject Reset Date.

 

         "Alternate Base Rate" means, on any date, and with respect to a Funding

Group, the higher of (a) the Prime Rate for such Funding Group, and (b) the

Federal Funds Rate for such Funding Group plus 0.5% per annum; provided that

after the occurrence and during the continuance of a Rate Trigger Event, the

Alternate Base Rate for a Funding Group shall be the Prime Rate for such Funding

Group plus 2% per annum.

 

                                       2

<PAGE>

 

         "Alternate LIBOR Rate" means, on any date, and with respect to a

Funding Group, the arithmetic average (rounded upward, if necessary, to the

nearest whole multiple of 1/16th of 1%) of rates offered to the applicable

Funding Agent by not fewer than two major banks in London, England at

approximately 10:00 a.m. (Eastern time), on the Rate Determination Date for

deposits in U.S. dollars in the London interbank market for a one-month period

in an amount comparable to the principal amount of such VFN Series 2003-3 Notes.

 

         "Amortization Period" means the period following the Revolving Period

which shall be the Controlled Amortization Period or the Rapid Amortization

Period.

 

         "Applicable Margin" means, with respect to a Funding Group and the

calculation of a given interest rate, the number of basis points specified as

the margin for such rate in such Funding Group's Fee Letter.

 

         "Applicable Pass-Through Rate" means, with respect to a Class of VFN

Series 2003-3 Notes, (a) for any Monthly Period during which such Class of VFN

Series 2003-3 Notes are held for the benefit a CP Vehicle only, the CP Rate for

such CP Vehicle for such Monthly Period, (b) for any Monthly Period during which

such Class of VFN Series 2003-3 Notes are held for the benefit of a CP Vehicle

and Support Providers, the weighted average of (i) the CP Rate for such CP

Vehicle for such Monthly Period (weighted on the basis of the Average Note

Principal Balance of such Class held for the benefit of such CP Vehicle) and

(ii) the Bank Rate for such Support Providers for such Monthly Period (weighted

on the basis of the Average Note Principal Balance of such Class held for the

benefit of such Support Providers), (c) for any Monthly Period during which such

Class of VFN Series 2003-3 Notes are held for the benefit of the related Support

Providers only, the Bank Rate for such Support Providers for such Monthly

Period.

 

         "Available Finance Charge Collections" means, for any Monthly Period,

an amount equal to the sum of (a) the Investor Finance Charge Collections for

such Monthly Period, plus (b) the Excess Finance Charge Collections allocated to

VFN Series 2003-3 for such Monthly Period, plus (c) amounts on deposit in the

Spread Account deposited into the Finance Charge Account on the related Transfer

Date to be treated as Available Finance Charge Collections for such Transfer

Date pursuant to subsections 4.12(c), (f) or (g) or Section 4.02 of the Pooling

and Servicing Agreement or Section 8.03 of the Master Indenture.

 

         "Available Funding Account Amount" means, for any date of

determination, an amount equal to the lesser of (a) the amount on deposit in the

Funding Account (exclusive of Investment Earnings and before giving effect to

any deposit to, or withdrawal from, the Funding Account made or to be made with

respect to such date) and (b) the Designated Funding Account Amount, in each

case on such date of determination.

 

         "Available Principal Collections" means, for any Monthly Period, an

amount equal to the sum of (a) the Investor Principal Collections for such

Monthly Period, minus (b) the amount of Reallocated Principal Collections with

respect to such Monthly Period which pursuant to Section 4.06 are required to be

applied on the related Distribution Date, plus (c) any Excess Principal

Collections, plus (d) the aggregate amount to be treated as Available Principal

Collections pursuant to subsections 4.04(a)(vi) and (vii) for the related

Distribution Date.

 

                                       3

<PAGE>

 

         "Available Spread Account Amount" means, for any Transfer Date, an

amount equal to the lesser of (a) the amount on deposit in the Spread Account

(exclusive of Investment Earnings on such date and before giving effect to any

deposit to, or withdrawal from, the Spread Account made or to be made with

respect to such date) and (b) the Required Spread Account Amount, in each case

on such Transfer Date.

 

          "Average" means, with respect to any defined term and period, the

weighted average of such term based on (a) the aggregate of the values for such

term for each day during the applicable period, divided by (b) the number of

days in such period.

 

          "Bank Rate" means, for any Monthly Period and with respect to a Funding

Group, an interest rate per annum equal to the applicable LIBOR plus the

Applicable Margin; provided, however, that the Bank Rate shall equal the

Alternate Base Rate:

 

                   (a)       after the occurrence and during the continuance of a

         Rate Trigger Event or an event described in subsection 4.15(e) of this

         Indenture Supplement; or

 

                  (b)       during any Monthly Period with respect to any portion

         of the applicable Class (i) held by the related Support Providers for

         less than the entire Monthly Period or (ii) as to which the related

         Funding Agent did not receive notice or determine, by noon (New York

         City time) on the third Business Day preceding the first day of such

         Monthly Period, that such portion of the applicable Class would be held

         by the related Support Providers.

 

         "Base Rate" means, for any Monthly Period, the annualized percentage

equivalent of a fraction, (a) the numerator of which is equal to the sum of (i)

the Monthly Interest, (ii) all amounts payable pursuant to subsection 4.15(a) or

(c), plus any other amounts payable as part of the Senior Cost Amount for the

Class A Notes and the Class B Notes, for such Monthly Period, and (iii) the

Noteholder Servicing Fee (calculated by assuming that Interchange equals or

exceeds Servicer Interchange for such Monthly Period), each with respect to the

related Distribution Date, and (b) the denominator of which is the Average Note

Principal Balance for such Monthly Period.

 

         "Benchmark Amount" means, for any Distribution Date and for any Class,

the greater of:

 

                  (a)       the product of (i) the applicable Bank Rate

         (calculated without giving effect to the proviso in the definition

         thereof), (ii) a fraction the numerator of which is the actual number

         of days in the Related Monthly Period and the denominator of which is

         360, and (iii) the applicable Average Note Principal Balance during the

         Related Monthly Period; and

 

                  (b)       the product of (i) the applicable CP Rate plus .05%

         (calculating by assuming there are no amounts described in clauses (b),

         (c) or (d) of the definitions of "Matched CP Rate" or "Weighted Average

         CP Rate" for such Distribution Date), (ii) a fraction the numerator of

         which is the actual number of days in the Related Monthly Period and

          the denominator of which is 360, and (iii) the applicable Average Note

         Principal Balance during the Related Monthly Period.

 

                                       4

<PAGE>

 

         "Business Day" means any day other than a Saturday, a Sunday or a day

on which banking institutions in New York, New York, Chicago, Illinois,

Wilmington, Delaware, Atlanta, Georgia or Omaha, Nebraska are authorized or

obligated by law or executive order to be closed, The Depository Trust Company

of New York is open for business and, if the applicable Business Day relates to

any computation or payment to be made with respect to LIBOR, any day on which

dealings and dollar deposits are carried on in the London interbank market.

 

         "Cap Increase Event" shall mean the occurrence of any of the following:

(a) at the option of the Funding Agents, any representation or warranty under a

Transaction Document proves to have been materially incorrect when made and is

not cured within thirty days (unless waived in writing by the Funding Agents)

after receipt of notice thereof from a Funding Agent, (b) a Rate Trigger Event

(whether occurring before or after the commencement of the Controlled

Amortization Period), (c) an event described in Section 9.02(a) of the Pooling

and Servicing Agreement, (d) the transfer to a Successor Servicer of servicing

rights under this Indenture Supplement, without the consent of the Funding

Agents; (e) the notification by any Rating Agency that the purchase and

continued ownership of VFN Series 2003-3 Notes by a CP Vehicle would lead to a

reduction or withdrawal of the rating of the commercial paper issued by such a

CP Vehicle by such Rating Agency; (f) the Scheduled Payment Date; (g) a Change

of Control, (h) entry of a judgment against the Servicer or the Transferor

involving a liability of $20,000,000 or more in the aggregate (to the extent not

paid or fully covered by insurance provided by a carrier who has acknowledged

coverage and has the ability to perform), if such judgment is not vacated,

discharged or stayed or bonded pending appeal within 45 days from the entry

thereof, (i) the reduction of the Collateral Amount due to either Investor

Charge-Offs or Reallocated Principal Collections, (j) a notice of lien is filed

against the Servicer under Section 412(n) of the Code or Section 302(f) of ERISA

or (k) if FNBO is the Servicer, the reduction of the long-term counterparty

rating of the Servicer below Ba1 by Moody's or below BB+ by Standard & Poor's or

the withdrawal of the long-term counterparty rating of the Servicer by either

agency.

 

         "Change of Control" means (a)(i) the acquisition by any Person or two

or more Persons acting in concert, other than where such Person or two or more

Persons, as the case may be, are members of the Lauritzen Group, of beneficial

ownership of (directly or indirectly, by contract or otherwise), or (ii) the

entering into a contract or arrangement by any Person or two or more Persons

acting in concert, other than where such Person or two or more Persons, as the

case may be, are members of the Lauritzen Group, that upon consummation, will

result in its or their acquisition of (or control over), voting stock of First

National of Nebraska, Inc. (or any other securities convertible into such voting

stock) representing 51% or more of the combined voting power of all voting stock

of First National of Nebraska, Inc. or (b) First National of Nebraska, Inc.

ceases to own RPA Seller, Servicer or Transferor.

 

         "Class A Default Interest" is defined in subsection 4.02(b).

 

         "Class A Interest Shortfall" is defined in subsection 4.02(b).

 

         "Class A Monthly Interest Payment" is defined in subsection 4.02(a).

 

         "Class A Monthly Principal" means, for any Distribution Date during an

Amortization Period, an amount equal to the least of (a) Available Principal

Collections for such Distribution

 

                                       5

<PAGE>

 

Date, (b) for each such Distribution Date with respect to the Controlled

Amortization Period on or prior to the Scheduled Payment Date, the Controlled

Distribution Amount plus any Class A Monthly Principal for a prior Monthly

Period not paid, and (c) the Class A Note Principal Balance on such Distribution

Date.

 

         "Class A Notes" means either or both the Class A-1 Notes and the Class

A-2 Notes.

 

         "Class A Required Amount" means, for any Distribution Date, an amount

equal to the excess of the amount described in subsection 4.04(a)(i) over the

Available Finance Charge Collections applied to pay such amount pursuant to

subsection 4.04(a).

 

         "Class A Share" means 89.75%.

 

         "Class A-1 Note" means any one of the Class A-1 VFN Series 2003-3 Notes

executed by Issuer and authenticated by or on behalf of Indenture Trustee,

substantially in the form of Exhibit A-1.

 

         "Class A-1 Noteholder" means the Person in whose name a Class A-1 Note

is registered in the Note Register.

 

         "Class A-1 Note Initial Principal Balance" means, on any date of

determination, $80,775,000, which is the aggregate initial principal balance of

the Class A-1 Notes issued on the Closing Date, plus any increase and minus any

decrease made in accordance with Section 4.11.

 

         "Class A-1 Note Principal Balance" means, on any date of determination,

an amount equal to (a) the Class A-1 Note Initial Principal Balance, minus (b)

the aggregate amount of principal payments made to Class A-1 Noteholders on or

prior to such date (excluding any payment counted in determining the Note

Initial Principal Balance).

 

         "Class A-2 Note" means any one of the Class A-2 VFN Series 2003-3 Notes

executed by Issuer and authenticated by or on behalf of Indenture Trustee,

substantially in the form of Exhibit A-2.

 

         "Class A-2 Noteholder" means the Person in whose name a Class A-2 Note

is registered in the Note Register.

 

         "Class A-2 Note Initial Principal Balance" means, on any date of

determination, $32,310,000, which is the aggregate initial principal balance of

the Class A-2 Notes issued on the Closing Date, plus any increase and minus any

decrease made in accordance with Section 4.11.

 

         "Class A-2 Note Principal Balance" means, on any date of determination,

an amount equal to (a) the Class A-2 Note Initial Principal Balance, minus (b)

the aggregate amount of principal payments made to Class A-2 Noteholders on or

prior to such date (excluding any payment counted in determining the Note

Initial Principal Balance).

 

         "Class B Default Interest" is defined in subsection 4.02(d).

 

         "Class B Interest Shortfall" is defined in subsection 4.02(d).

 

                                       6

<PAGE>

 

         "Class B Monthly Interest Payment" is defined in subsection 4.02(c).

 

         "Class B Monthly Principal" means, for any Distribution Date during an

Amortization Period on or after the Distribution Date on which the Class A-1

Note Initial Principal Balance and the Class A-2 Note Initial Principal Balance

have been paid in full, an amount equal to the least of (a) Available Principal

Collections (after application of such funds pursuant to Section 4.04(c)(i)),

(b) for each Distribution Date with respect to the Controlled Amortization

Period on or prior to the Scheduled Payment Date, the Controlled Distribution

Amount plus any Class B Monthly Principal for a prior Monthly Period not paid,

and (c) the Class B Note Principal Balance on such Distribution Date.

 

         "Class B Notes" means either or both the Class B-1 Notes and the Class

B-2 Notes.

 

         "Class B Share" means 10.25%.

 

         "Class B-1 Note" means any one of the Class B-1 VFN Series 2003-3 Notes

executed by Issuer and authenticated by or on behalf of Indenture Trustee,

substantially in the form of Exhibit A-3.

 

         "Class B-1 Noteholder" means the Person in whose name a Class B-1 Note

is registered in the Note Register.

 

         "Class B-1 Note Initial Principal Balance" means, on any date of

determination, $9,225,000, which is the aggregate initial principal balance of

the Class B-1 Notes issued on the Closing Date, plus any increase and minus any

decrease made in accordance with Section 4.11.

 

         "Class B-1 Note Principal Balance" means, on any date of determination,

an amount equal to (a) the Class B-1 Note Initial Principal Balance, minus (b)

the aggregate amount of principal payments made to Class B-1 Noteholders on or

prior to such date (excluding any payment counted in determining the Note

Initial Principal Balance).

 

         "Class B-2 Note" means any one of the Class B-2 VFN Series 2003-3 Notes

executed by Issuer and authenticated by or on behalf of Indenture Trustee,

substantially in the form of Exhibit A-4.

 

         "Class B-2 Noteholder" means the Person in whose name a Class B-2 Note

is registered in the Note Register.

 

         "Class B-2 Note Initial Principal Balance" means, as of any date of

determination, $3,690,000, which is the aggregate initial principal balance of

the Class B-2 Notes issued on the Closing Date, plus any increase and minus any

decrease made in accordance with Section 4.11.

 

         "Class B-2 Note Principal Balance" means, on any date of determination,

an amount equal to (a) the Class B-2 Note Initial Principal Balance, minus (b)

the aggregate amount of principal payments made to Class B-2 Noteholders on or

prior to such date (excluding any payment counted in determining the Note

Initial Principal Balance or made from funds on deposit in the Spread Account).

 

                                       7

<PAGE>

 

         "Closing Date" means December 17, 2003.

 

         "Collateral Amount" means, as of any date of determination, an amount

equal to the result of (a) the aggregate Note Principal Balance, minus (b) the

excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated

Principal Collections over the reimbursements of such amounts pursuant to

subsection 4.04(a)(vii) prior to such date.

 

         "Commercial Paper" means the rated commercial paper issued by the CP

Vehicles.

 

         "Commitment Fee" is defined in Section 4.15(a).

 

         "Controlled Amortization Date" means the earlier of December 1, 2007,

or such later date as is determined in accordance with Section 4.10.

 

         "Controlled Amortization Period" means, unless a Pay Out Event shall

have occurred prior thereto, the period commencing at the opening of business on

the Controlled Amortization Date and ending on the first to occur of (a) the

commencement of the Rapid Amortization Period and (b) the Series Termination

Date.

 

         "Controlled Distribution Amount" means, for any Transfer Date with

respect to the Controlled Amortization Period an amount equal to one-twelfth of

the Note Initial Principal Balance at the end of the Revolving Period; provided

that upon an adjustment pursuant to Section 4.11(a), the Controlled Distribution

Amount for any monthly period occurring in whole or in part after such date

shall be adjusted to an amount equal to (a) the Note Initial Principal Balance

as adjusted on such Adjustment Date divided by (b) a number equal to twelve

minus the number of complete Monthly Periods which have occurred from the

Controlled Amortization Date to such Adjustment Date.

 

         "CP Rate" means, for any period and with respect to each CP Vehicle, a

rate per annum equal to the sum of (a) the Applicable Margin plus (b) the

Matched CP Rate for such CP Vehicle; provided that, at the election of the

applicable Funding Agent, the CP Rate in the future may be a rate per annum

equal to the sum of (x) the Applicable Margin plus (y) either the Matched CP

Rate for such CP Vehicle or the Weighted Average CP Rate for such CP Vehicle.

 

         "CP Vehicles" means Barton Capital Corporation, Asset One

Securitization LLC and Three Pillars Funding LLC and their respective successors

and assigns under the Note Purchase Agreements.

 

         "Credit Agreement" means and includes any agreement entered into by any

Credit Bank providing for the issuance of one or more letters of credit for the

account of a CP Vehicle, the issuance of one or more surety bonds for which the

CP Vehicle is obligated to reimburse the applicable Credit Bank for any drawings

thereunder, the sale by the CP Vehicle to any Credit Bank of receivables or

other financial assets purchased by the CP Vehicle (or portions thereof) and/or

the making of loans and/or other extensions of credit to the CP Vehicle in

connection with its commercial paper program, together with any cash collateral

agreement, letter of credit, surety bond or other agreement or instrument

executed and delivered in connection therewith (but excluding any Liquidity

Agreement).

 

                                        8

<PAGE>

 

         "Credit Bank" means and includes any financial institution or other

Person (other than any customer of a CP Vehicle or any Liquidity Bank as such)

(i) now or hereafter extending credit or a purchase commitment to or for the

account of a CP Vehicle or issuing a letter of credit, surety bond or other

instrument, in each case to support any obligations arising under or in

connection with such CP Vehicle's commercial paper program and (ii) which has

provided to the Indenture Trustee a Certificate in the form of Exhibit E hereto.

 

         "Default Amount" means, with respect to any Transfer Date, the

aggregate amount of Principal Receivables (other than Ineligible Receivables) in

Accounts which became Defaulted Accounts during the Related Monthly Period.

 

         "Default Interest" means, for any Distribution Date, Class A Default

Interest and Class B Default Interest for such Distribution Date.

 

         "Designated Funding Account Amount" means, for any date of

determination, (a) if a notice of decrease has been given pursuant to Section

4.11 and the Adjustment Date has not yet occurred, the sum of (i) the total

amount required to pay principal to Noteholders in connection with such decrease

and (ii) the amount, if any, payable to the Funding Agents, for the account of

the CP Vehicles, pursuant to subsections 4.11(a)(i) and 4.15(d)(i) in connection

with such decrease, (b) if a notice of increase has been given (or is required

to be given pursuant to Section 4.11(a)(vii)) pursuant to Section 4.11 and the

Adjustment Date has not yet occurred, the total amount required to fund the

Spread Account to the required level in connection with such increase, plus, in

either case, (c) such additional amounts as may be designated from time to time

by the Transferor, by notice given to the Servicer and the Indenture Trustee, in

connection with a possible increase or decrease pursuant to Section 4.11 for

which a notice has not yet been given.

 

         "Dilution" means any downward adjustment made by Servicer in the amount

of any Receivable (a) because of a rebate, refund, unauthorized charge,

fraudulent or counterfeit charge or billing error to an accountholder, (b)

because such Receivable was created in respect of merchandise which was refused

or returned by an accountholder, (c) because of a credit pursuant to a debt

cancellation or debt deferral program which is not recovered from Collections or

from Insurance Proceeds or (d) for any other reason other than receiving

Collections therefor or charging off such amount as uncollectible.

 

         "Distribution Account" is defined in subsection 4.09(a).

 

         "Distribution Date" means February 17, 2004 and the 15th day of each

calendar month thereafter, or if such 15th day is not a Business Day, the next

succeeding Business Day.

 

         "Excess Servicing Fee" means, for each Distribution Date following a

Servicer Default and the appointment of a Successor Servicer, an amount equal to

one-twelfth of the product of the Collateral Amount as of the last day of the

preceding Monthly Period and the excess of the market rate servicing fee

percentage determined by Indenture Trustee over the Series Servicing Fee

Percentage plus, if the Indenture Trustee is the Successor Servicer, an amount

equal to the amount of the reduction to the applicable Noteholder Servicing Fee

pursuant to the second proviso in Section 3.01 which is attributable to the fact

that Interchange included in Collections of Finance Charge Receivables for the

related Monthly Period is less than Servicer Interchange

 

                                       9

<PAGE>

 

for such Monthly Period. Indenture Trustee may determine the market rate

servicing fee percentage by soliciting three or more written bids from qualified

successor servicers and averaging the rates offered in the bids.

 

         "Excess Spread Percentage" means Net Yield.

 

         "Federal Funds Rate" means, for any day, the per annum rate set forth

in the weekly statistical release designated as H.15(519), or any successor

publication, published by the Federal Reserve Board (including any such

successor, "H.15(519)") for such day opposite the caption "Federal Funds

(Effective)"; provided that if on any relevant day such rate is not yet

published in H.15(519), the rate for such day will be the rate set forth in the

daily statistical release designated as the Composite 3:30 p.m. Quotations for

U.S. Government Securities, or any successor publication, published by the

Federal Reserve Bank of New York (including any such successor, the "Composite

3:30 p.m. Quotations") for such day under the caption "Federal Funds Effective

Rate"; and provided further, that if on any relevant day the appropriate rate

for such previous day is not yet published in either H.15(519) or the Composite

3:30 p.m. Quotations, the rate for such day will be the arithmetic mean, as

determined by STCM, of the rates for the last transaction in overnight Federal

funds arranged prior to 9:00 a.m. (New York time) on that day by each of three

leading brokers of Federal funds transactions in New York City selected by STCM.

 

         "Fee Letter" means either of the letters dated as of the date hereof

addressed to the Transferor and FNBO from one of the Funding Agents, as such

letters are amended from time to time, with respect to fees for the VFN Series

2003-3 Notes.

 

         "Finance Charge Account" is defined in Section 4.09(a).

 

         "Finance Charge Collections" means Collections of Finance Charge

Receivables.

 

         "Finance Charge Shortfall" is defined in Section 4.07.

 

         "Foreign Account" means an Account, which as of the Cut Off Date (as

defined in the Pooling and Servicing Agreement or, with respect to Additional

Accounts, as of the relevant Addition Date) was an Eligible Account, but

subsequent to such date the Obligor of which has provided, as its most recent

billing address, an address which is not located in the United States or its

territories or possessions.

 

         "Funding Account" is defined in Section 4.19.

 

         "Funding Account Deficiency" means the excess, if any, of the

Designated Funding Account Amount over the Available Funding Account Amount.

 

         "Funding Agent" means each of SG, as agent for the SG Funding Group,

and STCM, as agent for the STCM Funding Group, and their respective successors

and assigns.

 

         "Funding Group" means each of the SG Funding Group and STCM Funding

Group.

 

                                       10

<PAGE>

 

         "Governmental Authority" means (a) any person specified as such in the

Indenture, and (b) for purposes of Section 4.15, the Financial Accounting

Standards Board, the International Accounting Standards Board, any comparable

entity setting accounting standards applicable to an Affected Party, or any

successor to any of the foregoing.

 

         "Group One" means VFN Series 2003-3, the outstanding PSA Series (other

than any Series represented by the Collateral Certificate) and each other Series

specified in the related Indenture Supplement to be included in Group One.

 

          "Investment Earnings" means, for any Distribution Date, all interest

and earnings on Permitted Investments included in the Spread Account or the

Funding Account, as applicable, (net of losses and investment expenses) during

the period commencing on and including the Distribution Date immediately

preceding such Distribution Date and ending on but excluding such Distribution

Date.

 

         "Investor Charge-Offs" is defined in Section 4.05.

 

         "Investor Default Amount" means, with respect to any Monthly Period, an

amount equal to the product of (a) the Default Amount for such Monthly Period

and (b) the Allocation Percentage for Default Amounts for such Monthly Period.

 

         "Investor Finance Charge Collections" means, with respect to any Date

of Processing, an amount equal to the product of (a) the Allocation Percentage

for such Date of Processing and (b) Finance Charge Collections received on such

date and, with respect to any Monthly Period, the aggregate of such sums for

each Date of Processing in such Monthly Period.

 

         "Investor Principal Collections" means, with respect to any Date of

Processing, an amount equal to the product of (a) the Allocation Percentage for

such day and (b) Principal Collections received on such Date of Processing and,

with respect to any Monthly Period, the aggregate of such sums for each Date of

Processing in such Monthly Period.

 

         "Lauritzen Group" means any of Bruce R. Lauritzen, Kimball Lauritzen,

Elizabeth D. Lauritzen, Lauritzen Corporation, or any "group" (within the

meaning of Section 13(d)(3) of the Exchange Act) "controlled, controlled by or

under common control with" any of them or their "affiliates" or "associates" (as

each of such terms are defined in Rule 12b-2 under the Exchange Act).

 

         "LIBOR" means, on any Rate Determination Date, with respect to a

Funding Group, the rate per annum equal to the quotient of (a) the rate

appearing on Page 3750 of the Telerate Service (or on any successor or

substitute page of such Service, or any successor to or substitute for such

Service, providing rate quotations comparable to those currently provided on

such page of such Service, as determined by the applicable Funding Agent from

time to time for purposes of providing quotations of interest rates applicable

to one-month dollar deposits in the London interbank market) at approximately

11:00 A.M. (London time) on such Rate Determination Date as the rate for

one-month dollar deposits, in an amount equal (as nearly as possible) to the

principal amount or amounts of the VFN Series 2003-3 Notes held by such Funding

Group; provided that if at least two rates appear on Telerate Page 3750 on such

Rate Determination Date, the rate will be the arithmetic mean of such rates; and

provided, further, that if no such

 

                                       11

<PAGE>

 

offered rates appear on such page, the rate will be the Alternate LIBOR Rate for

such Funding Group, divided by (b) a number equal to 1.00 minus the Reserve

Percentage. The rate so determined in accordance with this definition shall be

rounded upwards to the nearest whole multiple of 1/16th of 1%.

 

         "Liquidity Adjustment" shall mean, in connection with any potential

Liquidity Event, the replacement of the affected Support Provider by the

applicable CP Vehicle and Funding Agent with a commercial bank satisfactory to

such CP Vehicle and Funding Agent having a commercial paper or short-term

deposit rating equal to or greater than that required by the rating agencies

rating such CP Vehicle's Commercial Paper.

 

         "Liquidity Agreement" means, with respect to a CP Vehicle, any

agreement entered into by such CP Vehicle with a Liquidity Bank providing for

the sale by such CP Vehicle of a VFN Series 2003-3 Note or any interest therein

(or portion thereof), or the making of loans or other extensions of credit to

such CP Vehicle secured by security interests in such Note, or interest therein

(or portion thereof), to support all or part of such CP Vehicle's payment

obligations under its Commercial Paper or to provide an alternate means of

funding such CP Vehicle's investments in accounts receivable or other financial

assets arising out of or in connection with a VFN Series 2003-3 Note or under

its Commercial Paper, in each case as amended, supplemented or otherwise

modified from time to time.

 

         "Liquidity Bank" means and includes each financial institution that is,

or may become, party to a Liquidity Agreement, as purchaser or lender

thereunder, and which has provided to the Indenture Trustee a Certificate in the

form of Exhibit E hereto.

 

         "Liquidity Event" shall mean, unless a Liquidity Adjustment with

respect to the affected Support Provider is effected before such day, the

earlier of (a) the day on which any portion of the commitment of any Support

Provider under any Support Agreement shall be terminated or shall otherwise

cease to be in full force and effect and (b) at the option of the applicable

Funding Agent, the forty-fifth day following the earliest date on which a

Support Provider is downgraded to a level less than that required by the rating

agencies rating the applicable CP Vehicle's Commercial Paper.

 

         "Matched CP Rate" means, for any period and a CP Vehicle, a rate per

annum equal to the sum of (a) the rate or, if more than one rate, the weighted

average of the rates, per annum at which such CP Vehicle's Commercial Paper

having a term selected by the applicable Funding Agent and to be issued to fund

such CP Vehicle's VFN Series 2003-3 Notes (or portion thereof) by such CP

Vehicle may be sold by any placement agent or commercial paper dealer selected

by the Funding Agent, as agreed between each such agent or dealer and the

applicable Funding Agent, plus (b) the commissions and other charges charged by

such placement agent or commercial paper dealer with respect to such Commercial

Paper expressed as a percentage of the face amount of such Commercial Paper and

converted to an interest-bearing equivalent rate per annum, plus (c) certain

documentation and transaction costs directly associated with the issuance of

such Commercial Paper, as are customarily charged by such CP Vehicle to its

customers in similar transactions expressed as a percentage of the face amount

of such Commercial Paper and converted to an interest-bearing equivalent rate

per annum, plus (d) other borrowings by such CP Vehicle (other than under any

Support Agreement), including borrowings to fund small or odd

 

                                       12

<PAGE>

 

dollar amounts that are not easily accommodated in the commercial paper market,

expressed as a percentage of the face amount of such Commercial Paper and

converted to an interest-bearing equivalent rate per annum, in each case,

without any duplication; provided, however, that if any component of such rate

is a discount rate, in calculating the "Matched CP Rate" for such period, such

CP Vehicle shall for such component use the rate resulting from converting such

discount rate to an interest-bearing equivalent rate per annum.

 

         "Maximum Note Initial Principal Balance" means (a) as of the Closing

Date, $350,000,000 and (b) thereafter, such lesser amount as shall be determined

pursuant to subsection 4.11(b). The Maximum Note Initial Principal Balance shall

be allocated to each Class of Notes as described in Section 4.11(d). This

Indenture Supplement may not be amended to increase the Maximum Note Initial

Principal Balance unless the Rating Agency Condition is met.

 

         "Monthly Interest" means, for any Distribution Date, the sum of the

Class A Monthly Interest Payment and the Class B Monthly Interest Payment for

such Distribution Date.

 

         "Monthly Period" has the meaning specified in the Master Indenture

except that the first Monthly Period with respect to the VFN Series 2003-3 Notes

shall begin on and include the Closing Date and end on January 31, 2004.

 

         "Monthly Principal" is defined in Section 4.03.

 

         "Monthly Principal Reallocation Amount" means, for any Monthly Period,

an amount equal to the lower of (a) the Class A Required Amount and the

Servicing Fee Required Amount and (b) the greater of (i)(x) the product of (I)

10.25% and (II) the Note Initial Principal Balance on the related Transfer Date

minus (y) the amount of unreimbursed Investor Charge-Offs (after giving effect

to Investor Charge-Offs for the related Monthly Period) and unreimbursed

Reallocated Principal Collections (as of the previous Distribution Date) and

(ii) zero.

 

         "Net Yield" means, with respect to any Monthly Period, Portfolio Yield

with respect to such Monthly Period minus the Base Rate with respect to such

Monthly Period.

 

         "Noteholder Servicing Fee" is defined in Section 3.01.

 

         "Note Initial Principal Balance" means $126,000,000, which is the

aggregate Note Principal Balance of the VFN Series 2003-3 Notes issued on the

Closing Date, plus any increase and minus any decrease in the Note Initial

Principal Balance in accordance with Subsection 4.11.

 

         "Note Principal Balance" means, on any date of determination, the sum

of the Class A-1 Note Principal Balance, the Class A-2 Note Principal Balance,

the Class B-1 Note Principal Balance and the Class B-2 Note Principal Balance

or, with respect to a particular Class, the Class A-1 Note Principal Balance,

the Class A-2 Note Principal Balance, the Class B-1 Note Principal Balance or

the Class B-2 Note Principal Balance, as applicable.

 

         "Note Purchase Agreements" means the Note Purchase Agreement relating

to the Class A-1 Notes and the Class B-1 Notes and the Note Purchase Agreement

relating to the Class A-2 Notes and the Class B-2 Notes, in each case, of even

date herewith and made among the Transferor, the Servicer, the applicable CP

Vehicles and the applicable Funding Agent.

 

                                       13

<PAGE>

 

         "Paired Series" means a Series that has been paired with VFN Series

2003-3 (which Series may be prefunded or partially prefunded or may be a

Variable Interest) such that a reduction of the Collateral Amount results in (or

permits) an increase of the collateral amount of the Paired Series.

 

         "Permitted Investments" is defined in Annex A to the Indenture.

 

         "Portfolio Yield" means, for any Monthly Period, the annualized

percentage equivalent of a fraction, (a) the numerator of which is equal to the

sum of (i) the Available Finance Charge Collections (excluding any Excess

Finance Charge Collections and any amounts withdrawn from the Spread Account,

except that Excess Finance Charge Collections from other Series applied for the

benefit of VFN Series 2003-3 Notes may be included if the Rating Agency

Condition is met and each Funding Agent consents in writing), minus (ii) the

Investor Default Amount and the Uncovered Dilution Amount for such Monthly

Period and (b) the denominator of which is the Average Collateral Amount for

such Monthly Period.

 

         "Prime Rate" means:

 

                  (a)       with respect to the SG Funding Group, the prime rate

         of interest announced by SG from time to time, changing when and as

          said prime rate changes (such rate not necessarily being the lowest or

         best rate charged by SG); and

 

                  (b)       with respect to the STCM Funding Group, the rate of

         interest most recently announced by STCM at its principal office in

         Atlanta, Georgia as its prime rate (it being understood that at any one

         time there shall exist only one such prime rate so announced), which

         rate is not necessarily intended to be the lowest rate of interest

          determined by STCM in connection with extensions of credit.

 

         "Principal Account" is defined in subsection 4.09(a).

 

         "Principal Collections" means Collections of Principal Receivables.

 

         "Principal Shortfall" is defined in Section 4.08.

 

         "Pro Rata Share" means, for (a) either or both the Class A-1 Notes and

the Class B-1 Notes, five-sevenths (5/7), and (b) for either or both the Class

A-2 Notes and the Class B-2 Notes, two-sevenths (2/7). The result obtained when

calculating a Pro Rata Share of any amount shall be a percentage rounded to two

decimal places.

 

         "PSA Series" means a Series under (and as defined in) the Pooling and

Servicing Agreement.

 

         "QIB" means a "qualified institutional buyer" within the meaning of

Rule 144A under the Securities Act.

 

         "Quarterly Net Yield" means, for any Distribution Date, the average of

the Net Yields for each of the three preceding Monthly Periods, and, for

purposes of the January, 2004 and

 

                                        14

<PAGE>

 

February, 2004 Distribution Dates, the Net Yields for October and November, 2003

shall be deemed to be 5.98% and 5.50%, respectively.

 

         "Rapid Amortization Period" means the period commencing on the date on

which a Trust Pay Out Event, a VFN Series 2003-3 Pay Out Event or a Liquidity

Event is deemed to occur and ending on the Series Termination Date.

 

         "Rate Determination Date" means for each Monthly Period the second

Business Day preceding such Monthly Period.

 

         "Rate Trigger Event" means a Pay Out Event, an Event of Default or a

Servicer Default.

 

         "Rating Agency" means Standard & Poor's.

 

         "Rating Agency Condition" means, with respect to any action or

condition, in addition to the notifications specified in the definition of

Rating Agency Condition in the Indenture, that each Funding Agent shall have

consented in writing to such action or condition and shall have received

confirmation that the rating of the Commercial Paper issued by the related CP

Conduit will not be withdrawn or reduced as a result of such action or

condition.

 

         "Reallocated Principal Collections" means, for any Transfer Date,

Investor Principal Collections applied in accordance with Section 4.06 in an

amount not to exceed the Monthly Principal Reallocation Amount for the related

Monthly Period.

 

         "Reassignment Amount" means, for any Transfer Date, after giving effect

to any deposits and distributions otherwise to be made on the related

Distribution Date, the sum of (a) the Note Principal Balance on the related

Distribution Date, plus (b) Monthly Interest for the related Distribution Date

and any Monthly Interest previously due but not distributed to the VFN Series

2003-3 Noteholders, plus (c) the amount of Default Interest, if any, for the

related Distribution Date and any Default Interest previously due but not

distributed to the VFN Series 2003-3 Noteholders on a prior Distribution Date,

plus (d) the amounts due pursuant to Section 4.15 for the related Distribution

Date and any amounts previously due under such section but not paid on a prior

Distribution Date plus (e) all other amounts payable by Issuer or Transferor to

the Funding Agents, the VFN Series 2003-3 Noteholders, the Support Providers or

any other Person under or in connection with this Indenture Supplement, the Note

Purchase Agreements and the Fee Letters.

 

         "Regulatory Change" means, as to any Affected Party, any change in (or

the adoption, implementation, change in phase-in or commencement of

effectiveness of) (a) any federal, state or foreign law applicable to such

Affected Party or (b) any regulation, directive, requirement or request

applicable to such Affected Party by any Governmental Authority or monetary,

fiscal or other similar authority with jurisdiction over the Affected Party.

Without limiting the foregoing, if the issuance of FASB Interpretation No. 46,

or any other change in accounting standards or the issuance of any other

pronouncement, release or interpretation, causes or requires the consolidation

of all or a portion of the assets and liabilities of a CP Vehicle, the Trust or

the Transferor with the assets and liabilities of any Support Provider, such

event shall constitute a Regulatory Change.

 

                                        15

<PAGE>

 

         "Required Retained Transferor Percentage" means, for purposes of VFN

Series 2003-3, 7%.

 

         "Required Spread Account Amount" means, for any date of determination,

the greater of (a) the product of (i) the Spread Account Percentage in effect on

such date and (ii) the Note Initial Principal Balance, and (b) the applicable

Spread Account Floor; provided, however, that the Required Spread Account Amount

will not be reduced during the Controlled Amortization Period; and, provided,

further, that after the occurrence of a Pay Out Event or a Cap Increase Event or

the commencement of the Amortization Period, the Required Spread Account Amount

shall be an amount equal to the sum of the Class B-1 Note Initial Principal

Balance and the Class B-2 Note Initial Principal Balance.

 

         "Reserve Percentage" means, for any day, the stated maximum rate

(expressed as a decimal) of all reserves required to be maintained with respect

to liabilities or assets consisting of or including "eurocurrency liabilities",

as prescribed by Regulation D of the Board of Governors of the Federal Reserve

System (or by any other governmental body having jurisdiction with respect

thereto), including without limitation any basic, marginal, emergency,

supplemental, special, transitional or other reserves, the rate so determined to

be rounded upward to the nearest whole multiple of .0625%.

 

         "Reset Date" means:

 

                  (a)       each Addition Date and each "Addition Date" (as such

         term is defined in the Pooling and Servicing Agreement), in each case

         relating to Additional Accounts;

 

                  (b)       each Removal Date and each "Removal Date" (as such

         term is defined in the Pooling and Servicing Agreement) on which

         Principal Receivables are removed from the Receivables Trust;

 

                  (c)       each Adjustment Date and each other date on which

         there is an increase in the outstanding balance of any other Variable

         Interest or any variable funding certificate issued pursuant to the

         Pooling and Servicing Agreement; and

 

                  (d)       each date on which a new Series or Class of Notes is

         issued and each date on which a new "Series" or "Class" (each as

         defined in the Pooling and Servicing Agreement) of investor

         certificates is issued by the Certificate Trust.

 

         "Revolving Period" means the period beginning on the Closing Date and

ending at the close of business on the day immediately preceding the earlier of

the day the Controlled Amortization Period commences or the day the Rapid

Amortization Period commences.

 

         "Scheduled Payment Date" means the twelfth Distribution Date after the

commencement of the Controlled Amortization Period.

 

         "Senior Cost Amount" means, with respect to any Transfer Date, (a) for

the Class A Notes, amounts (other than amounts included in Monthly Principal and

amounts already deposited to the Distribution Account pursuant to subsection

4.04(a)(i) for such Transfer Date) payable to an Affected Party with respect to

the Class A Notes under this Indenture Supplement

 

                                       16

<PAGE>

 

or under any Fee Letter or Note Purchase Agreement, to the extent that such

amounts do not, in the aggregate, exceed one-twelfth of 0.50% of the Note

Initial Principal Balance allocated to the Class A Notes; and (b) for the Class

B Notes, amounts (other than amounts included in Monthly Principal and amounts

already deposited to the Distribution Account pursuant to subsection 4.04(a)(iv)

for such Transfer Date) payable to an Affected Party with respect to the Class B

Notes under this Indenture Supplement or under any Fee Letter or Note Purchase

Agreement, to the extent that such amounts do not, in the aggregate, exceed

one-twelfth of 0.50% of the Note Initial Principal Balance allocated to the

Class B Notes.

 

         "Series Allocation Percentage" means, with respect to any Monthly

Period, the percentage equivalent of a fraction, the numerator of which is the

numerator used in determining the Allocation Percentage for Finance Charge

Collections for that Monthly Period and the denominator of which is the sum of

the numerators used in determining the Allocation Percentage for Finance Charge

Receivables for all outstanding Series and PSA Series for such Monthly Period;

provided that if one or more Reset Dates occur in a Monthly Period, the Series

Allocation Percentage will be the percentage equivalent of a fraction, the

numerator of which is an amount equal to the sum of the numerators used in

determining the Allocation Percentage for Finance Charge Collections for VFN

Series 2003-3 for each day during that Monthly Period divided by the total

number of days in such Monthly Period and the denominator of which is an amount

equal to the sum of the numerators used in determining the Allocation

Percentages for Finance Charge Receivables for all outstanding Series and PSA

Series for each day during such Monthly Period divided by the total number of

days in such Monthly Period.

 

         "Series Servicing Fee Percentage" means 2% per annum.

 

         "Series Termination Date" means the earliest to occur of (a) the date

on which the Note Principal Balance is paid in full, (b) the date on which the

Collateral Amount is reduced to zero and (c) the VFN Series 2003-3 Final

Maturity Date.

 

         "Servicer Interchange" means, with respect to any Monthly Period, an

amount equal to one-twelfth of the product of (a) 1.50% and (b) the Collateral

Amount as of the last day of the preceding Monthly Period; provided, however,

that Servicer Interchange for the February, 2004 Distribution Date shall be

$158,794.52.

 

         "Servicing Fee Required Amount" means, for any Distribution Date, an

amount equal to the excess of the amount described in subsection 4.04(a)(ii)

over the Available Finance Charge Collections applied to pay such amount

pursuant to subsection 4.04(a).

 

         "SG" means Societe Generale and its successors and assigns.

 

         "SG Funding Group" means the Holders of the Class A-1 Notes and the

Class B-1 Notes and their respective successors and assigns.

 

         "Spread Account" is defined in subsection 4.12(a).

 

         "Spread Account Deficiency" means the excess, if any, of the Required

Spread Account Amount over the Available Spread Account Amount.

 

                                       17

<PAGE>

 

         "Spread Account Floor" means (a) zero on the Closing Date, (b) prior to

the Trigger Date, an amount equal to the product of the then applicable Spread

Account Percentage multiplied by the highest Note Initial Principal Balance

during the prior twelve (12) Monthly Periods and (c) on and after the Trigger

Date, the amount set forth as such in the table in the definition of "Spread

Account Percentage."

 

         "Spread Account Percentage" means, for any Distribution Date, the

applicable percentage determined as follows:

 

<TABLE>

<CAPTION>

     If the Quarterly Net Yield

    on such Distribution Date is        then the Spread   on and after the Trigger

-------------------------------------       Account           Date the Spread

greater than or equal                   Percentage will      Account Floor will

         to:            and less than:       equal:                 equal:

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

<S>                     <C>              <C>               <C>

        5.50%                                1.00%             $   2,500,000

        5.25%              5.50%              1.25%              $   3,125,000

        5.00%              5.25%              1.50%             $   3,750,000

        4.75%              5.00%              2.50%             $   6,250,000

        4.50%              4.75%              3.00%             $   7,500,000

        4.00%               4.50%              3.50%             $   8,750,000

        3.50%              4.00%              4.50%             $ 11,250,000

        3.00%              3.50%              5.75%             $ 14,375,000

        2.00%              3.00%              6.75%              $ 16,875,000

                          2.00%              7.00%             $ 17,500,000

</TABLE>

 

The Initial Spread Account Percentage shall be 1.00%. The Spread Account

Percentage shall remain unchanged until (a) it is increased to a higher required

percentage as specified above or (b) the Distribution Date on which the

Quarterly Net Yield has increased to a level above that for the then effective

Spread Account Percentage on each of the three immediately preceding

Distribution Dates (inclusive of the current Distribution Date), in which case

the Spread Account Percentage shall be decreased to the next lowest percentage

specified above.

 

         "STCM" means SunTrust Capital Markets, Inc., together with its

successors and assigns.

 

         "STCM Funding Group" means the Holders of the Class A-2 Notes and the

Class B-2 Notes.

 

         "Support Agreement" means a Credit Agreement or a Liquidity Agreement.

 

         "Support Provider" means a Credit Bank or a Liquidity Bank.

 

         "Transaction Documents" means (a) each document designated as such in

the Indenture (other than the Indenture Supplements for any Series of Notes

other than VFN Series 2003-3), and (b) each of the Note Purchase Agreements and

Fee Letters.

 

                                        18

<PAGE>

 

         "Trigger Date" means the date on which the Note Initial Principal

Balance first equals or exceeds $250,000,000.

 

         "Uncovered Dilution Amount" means, for any Distribution Date, an amount

equal to the product of (a) the Series Allocation Percentage for the related

Monthly Period times (b) the aggregate Dilutions occurring during that Monthly

Period as to which any deposit is required to be made to the Excess Funding

Account pursuant to Section 3.09(a) of the Transfer and Servicing Agreement or

Section 4.03(c) of the Pooling and Servicing Agreement but has not been made;

provided that, if the Transferor Interest is greater than zero at the time such

deposit is required to be made, the Uncovered Dilution Amount shall be deemed to

be zero; provided, further, that if the Transferor Interest is zero at the time

such deposit is required to be made, for purposes of calculating the Uncovered

Dilution Amount, the amount in clause (b) shall be reduced by an amount equal to

the amount by which the Transferor Interest has been reduced by the Dilutions

referred to in clause (b).

 

         "VFN Series 2003-3" means the Series of Notes the terms of which are

specified in this Indenture Supplement.

 

         "VFN Series 2003-3 Final Maturity Date" means the earliest to occur of

(a) the Distribution Date following the Distribution Date on which the VFN

Series 2003-3 Notes are paid in full, (b) the forty-first Distribution Date

following the end of the Revolving Period and (c) the termination of the Trust.

 

         "VFN Series 2003-3 Note" means a Class A-1 Note, a Class A-2 Note, a

Class B-1 Note or a Class B-2 Note.

 

         "VFN Series 2003-3 Noteholder" means a Class A-1 Noteholder, a Class

A-2 Noteholder, a Class B-1 Noteholder or a Class B-2 Noteholder.

 

         "VFN Series 2003-3 Pay Out Event" is defined in Section 6.01.

 

         "Weighted Average CP Rate" means, for any period and a CP Vehicle, the

per annum rate equivalent to the "CP Costs" (as defined below) related to the

issuance of Commercial Paper that is allocated, in whole or in part, by such CP

Vehicle or its Funding Agent to fund or maintain such CP Vehicle's VFN Series

2003-3 Notes (and which may also be allocated in part to the funding of other

assets of such CP Vehicle); provided, however, that if any component of such

rate is a discount rate, in calculating the "Weighted Average CP Rate" for such

period, such CP Vehicle shall for such component use the rate resulting from

converting such discount rate to an interest-bearing equivalent rate per annum.

As used in this definition, a CP Vehicle's "CP Costs" shall consist of (a) the

actual interest rate (or discount) paid to purchasers of such CP Vehicle's

Commercial Paper, together with the commissions of placement agents and dealers

in respect of such Commercial Paper, to the extent such commissions are

allocated, in whole or in part, to such Commercial Paper by such CP Vehicle or

its Funding Agent, (b) certain documentation and transaction costs directly

associated with the issuance of such Commercial Paper, as are customarily

charged by such CP Vehicle to its customers in similar transactions, (c) any

incremental costs incurred with respect to Commercial Paper maturing on dates

other than those on which corresponding funds are received by such CP Vehicle,

and (d) other

 

                                       19

<PAGE>

 

borrowings by such CP Vehicle (other than under any Support Agreement),

including borrowings to fund small or odd dollar amounts that are not easily

accommodated in the commercial paper market, in each case, without any

duplication. In addition to the foregoing costs, if the Transferor shall request

any increase in the Note Initial Principal Balance during any period of time

determined by the applicable Funding Agent in its sole discretion to result in

incrementally higher CP Costs applicable to the principal amount associated with

such increase, the principal amount associated with such increase shall, during

such period, be deemed to be funded by the CP Vehicle in a special pool (which

may include principal amounts or capital amounts associated with other

receivables financing facilities or receivables purchase facilities) for

purposes of determining such additional CP Costs applicable only to such special

pool and charged each day during such period against such principal amount.

 

         Each capitalized term defined herein shall relate to the VFN Series

2003-3 Notes and no other Series of Notes issued by Issuer, unless the context

otherwise requires. All capitalized terms used herein and not otherwise defined

herein have the meanings ascribed to them in Annex A to the Master Indenture.

 

         The interpretive rules specified in Section 1.2 of the Master Indenture

also apply to this Indenture Supplement. If any term or provision contained

herein shall conflict with or be inconsistent with any term or provision

contained in the Master Indenture, the terms and provisions of this Indenture

Supplement shall be controlling.

 

                                   ARTICLE III

 

                            NOTEHOLDER SERVICING FEE

 

         SECTION 3.01. SERVICING COMPENSATION. The share of the Servicing Fee

allocable to VFN Series 2003-3 for any Transfer Date (the "Noteholder Servicing

Fee") shall be equal to one-twelfth of the product of (a) the Series Servicing

Fee Percentage and (b) the Collateral Amount as of the last day of the Monthly

Period preceding such Transfer Date; provided, however, that with respect to the

first Transfer Date, the Noteholder Servicing Fee shall be equal to $317,589.04;

provided, further, that if FNBO or Indenture Trustee is Servicer, the Noteholder

Servicing Fee shall be reduced by the amount, if any, by which the Servicer

Interchange for such Monthly Period exceeds the amount of Interchange included

as Collections of Finance Charge Receivables allocable to the VFN Series 2003-3

Notes with respect to such Monthly Period pursuant to Section 4.17 of this

Indenture Supplement. The remainder of the Servicing Fee shall be paid by the

Holders of the Transferor Interest or the Noteholders of other Series (as

provided in the related Indenture Supplements) and in no event shall Issuer,

Indenture Trustee or the VFN Series 2003-3 Noteholders be liable for the share

of the Servicing Fee to be paid by the Holders of the Transferor Interest or the

Noteholders of any other Series.

 

                                       20

<PAGE>

 

                                   ARTICLE IV

 

                      RIGHTS OF NOTEHOLDERS AND ALLOCATION

                         AND APPLICATION OF COLLECTIONS

 

         SECTION 4.01. COLLECTIONS AND ALLOCATIONS.

 

                  (a)       Finance Charge Collections, Principal Collections and

         Receivables in Defaulted Accounts shall be allocated and distributed to

         VFN Series 2003-3 as set forth in this Article.

 

                  (b)       On any date on which a Funding Account Deficiency

         exists, the Servicer will deposit amounts otherwise distributable to

         the Holders of the Transferor Interest to the Funding Account to the

         extent of such deficiency prior to distributing such funds to the

         Holders of the Transferor Interest.

 

                  (c)       On each Date of Processing, Servicer shall allocate

         to the VFN Series 2003-3 Noteholders the following amounts as set forth

         below:

 

                           (i)       Allocations of Finance Charge Collections.

                  An amount equal to the Investor Finance Charge Collections

                  processed on each Date of Processing shall be allocated to the

                  VFN Series 2003-3 Noteholders and, first, deposited to the

                  Finance Charge Account to the extent required by Section 4.03

                  of the Pooling and Servicing Agreement or Section 8.04 of the

                  Indenture and subsection 4.01(d), and, second, paid to the

                  Holders of the Transferor Interest.

 

                           (ii)      Allocations of Principal Collections.

                  Servicer shall allocate to the VFN Series 2003-3 Noteholders

                  the following amounts as set forth below:

 

                                    (A)       Allocations During the Revolving

                           Period.

 

                                              (1)      During the Revolving Period

                                    an amount equal to the Investor Principal

                                    Collections processed on each Date of

                                    Processing, shall be allocated to the VFN

                                    Series 2003-3 Noteholders and, first,

                                    deposited to the Funding Account to the

                                    extent of any Funding Account Deficiency,

                                    second, if any other Principal Sharing

                                    Series is outstanding and in its

                                    accumulation period or amortization period,

                                     deposited to the Principal Account for

                                    application, to the extent necessary, as

                                    Excess Principal Collections to other

                                    Principal Sharing Series on the related

                                    Distribution Date, third, deposited to the

                                    Excess Funding Account to the extent

                                    necessary so that the Transferor Interest is

                                     not less than the Minimum Transferor

                                    Interest and, fourth, paid to the Holders of

                                    the Transferor Interest.

 

                                             (2)      With respect to each

                                    Monthly Period falling in the Revolving

                                    Period, to the extent that Collections of

                                    Principal Receivables allocated to the VFN

                                    Series 2003-3 Noteholders

 

                                       21

<PAGE>

 

                                    pursuant to this subsection 4.01(c)(ii) are

                                    paid to Transferor, Transferor shall make an

                                    amount equal to the Reallocated Principal

                                    Collections for the related Transfer Date

                                    available on that Transfer Date for

                                     application in accordance with Section 4.06;

                                    provided, however, that if the Transferor

                                    fails to make such funds available, then an

                                     amount of Investor Principal Collections

                                    equal to that deficiency shall be withdrawn

                                    from the Principal Account and treated as

                                    Reallocated Principal Collections for

                                    application in accordance with Section 4.06,

                                    prior to any other application of the

                                    amounts in the Principal Account.

 

                                    (B)       Allocations During the Controlled

                           Amortization Period.

 

                                             (1)      During the Controlled

                                    Amortization Period, an amount equal to the

                                    Investor Principal Collections processed on

                                    each Date of Processing shall be allocated

                                    to the VFN Series 2003-3 Noteholders and,

                                    first, deposited into the Principal Account

                                    to the extent of the Controlled Distribution

                                    Amount for the next Transfer Date, and,

                                     second, if any other Principal Sharing

                                    Series is outstanding and in its

                                    accumulation period or amortization period,

                                    deposited to the Principal Account for

                                    application, to the extent necessary, as

                                    Excess Principal Collections to other

                                    Principal Sharing Series on the related

                                    Distribution Date, third, deposited to the

                                    Excess Funding Account to the extent

                                    necessary so that the Transferor Interest is

                                     not less than the Minimum Transferor

                                    Interest and, fourth, paid to the Holders of

                                    the Transferor Interest.

 

                                             (2)      With respect to each

                                    Monthly Period falling in the Controlled

                                    Amortization Period, to the extent that

                                    Collections of Principal Receivables

                                     allocated to the VFN Series 2003-3

                                    Noteholders pursuant to this subsection

                                    4.01(c)(ii) are paid to Transferor,

                                    Transferor shall make an amount equal to the

                                    Reallocated Principal Collections for the

                                    related Transfer Date available on that

                                    Transfer Date for application in accordance

                                    with Section 4.06; provided, however, that

                                    if the Transferor fails to make such funds

                                    available, then an amount of Investor

                                     Principal Collections equal to that

                                    deficiency shall be withdrawn from the

                                    Principal Account and treated as Reallocated

                                    Principal Collections for application in

                                    accordance with Section 4.06, prior to any

                                    other application of the amounts in the

                                    Principal Account.

 

                                     (C)       Allocations During the Rapid

                           Amortization Period. During the Rapid Amortization

                           Period, an amount equal to the Investor Principal

                           Collections processed on each Date of Processing

                           shall be allocated to the VFN Series 2003-3

                           Noteholders and deposited to the Principal Account

                           until applied as provided in Sections 4.04(c) and

                           4.06; provided, however, that after the date on which

                           an amount of such Principal Collections equal

 

                                       22

<PAGE>

 

                           to the Note Principal Balance has been deposited into

                           the Principal Account, any Investor Principal

                           Collections in excess of such amount shall be, first,

                           if any other Principal Sharing Series is outstanding

                           and in its accumulation period or amortization

                           period, deposited to the Principal Account for

                           application, to the extent necessary, as Excess

                            Principal Collections to other Principal Sharing

                           Series on the related Distribution Date, second,

                           deposited in the Excess Funding Account to the extent

                           necessary so that the Transferor Interest is not less

                           than the Minimum Transferor Interest and, third, paid

                           to the Holders of the Transferor Interest.

 

                  (d)       During any period when Servicer is permitted by

         Section 4.03 of the Pooling and Servicing Agreement or Section 8.04 of

         the Indenture to make a single monthly deposit to the Collection

         Account, amounts allocated to the Noteholders pursuant to Sections

         4.01(a) and (b) with respect to any Monthly Period need not be

         deposited into the Collection Account or any Series Account prior to

         the related Transfer Date, and, when so deposited, (x) may be deposited

         net of any amounts required to be distributed to Transferor and, if

         FNBO is Servicer, Servicer, and (y) shall be deposited into the Finance

         Charge Account (in the case of Collections of Finance Charge

         Receivables) and the Principal Account (in the case of Collections of

         Principal Receivables (not including any Excess Principal Collections

         allocated to VFN Series 2003-3 pursuant to Section 4.03(e) of the

         Pooling and Servicing Agreement or Section 8.05 of the Indenture)). The

         exceptions to the daily deposit requirements shall not be available

         during any Monthly Period during the Rapid Amortization Period, or at

         any time that the Transferor Interest is less than the Minimum

         Transferor Interest, or at any time that the Available Spread Account

         Amount is less than the Required Spread Account Amount. In addition, at

         any time during the Revolving Period or the Controlled Amortization

         Period, but subject to the final sentence of this subsection (d), when

         daily deposits are required:

 

                           (i)       the amount of Collections of Principal

                  Receivables required to be deposited during each Monthly

                  Period (beginning on the first Business Day of such Monthly

                  Period) shall be an amount equal to the Controlled

                  Distribution Amount during the Controlled Amortization Period;

 

                           (ii)      the amount of Collections of Finance Charge

                  Receivables required to be deposited during each Monthly

                  Period (beginning on the first Business Day of such Monthly

                  Period) shall be an amount equal to the sum of:

 

                                     (A)       an amount equal to 125% of the

                           Monthly Interest that was payable on the previous

                           Distribution Date; plus

 

                                    (B)       an amount equal to the sum of the

                           Senior Cost Amount plus the Commitment Fees for the

                           related Transfer Date; plus

 

                                    (C)       the Noteholder Servicing Fee due on

                           the related Transfer Date; plus

 

                                       23

<PAGE>

 

                                    (D)       an amount equal to 150% of the

                           Investor Default Amount for the previous Distribution

                           Date; plus

 

                                    (E)       an amount equal to any Spread

                           Account Deficiency; plus

 

                                    (F)       an amount equal to all other

                           amounts then due and payable by Issuer or Transferor

                           to the Funding Agents, the VFN Series 2003 3

                           Noteholders, the Support Providers or any other

                           Person under or in connection with this Indenture

                           Supplement, the Note Purchase Agreements or the Fee

                           Letters; and

 

                           (iii)     in addition to the deposits required

                  pursuant to subsection 4.01(d)(i), if any, the Class B Share

                  of Collections of Principal Receivables shall be deposited

                  daily until the aggregate amount required to be deposited

                  pursuant to subsections 4.01(d)(ii)(A), (B) and (C) has been

                   deposited, at which point all deposits of Collections of

                  Principal Receivables made pursuant to this subsection

                  4.04(a)(iii) for such Monthly Period shall be released to the

                  Transferor.

 

                   Nothing in this subsection shall limit (y) the obligation of

         the Servicer to deposit all Collections allocable to VFN Series 2003-3

         during the Rapid Amortization Period or at a time when the Transferor

         Interest is less than the Minimum Transferor Interest or the Available

         Spread Account Amount is less than the Required Spread Account Amount,

         or (z) the obligation of the Servicer to deposit all Available

         Principal Collections and Available Finance Charge Collections to the

         Series Accounts on the Transfer Date, to the extent such funds have not

         been previously deposited and are required to be distributed to the

         Noteholders or the Funding Agents on the following Distribution Date.

 

                  (e)       On any date, Servicer may withdraw from the

         Collection Account or any Series Account any amounts inadvertently

         deposited in such account that should have not been so deposited.

 

         SECTION 4.02. DETERMINATION OF MONTHLY INTEREST.

 

                  (a)       The amount of monthly interest ("Class A Monthly

         Interest Payment") distributable from the Distribution Account with

         respect to the Class A Notes on any Distribution Date shall be equal to

         the sum of the following:

 

                           (i)       the product of (A) the Applicable

                  Pass-Through Rate for the Class A-1 Notes, (B) a fraction the

                  numerator of which is the actual number of days in the Related

                  Monthly Period and the denominator of which is (1) 360, if and

                  to the extent the Applicable Pass-Through Rate is based on the

                  CP Rate or LIBOR, and (2) 365 or 366, as the case may be, if

                  and to the extent the Applicable Pass-Through Rate is based on

                  the Alternate Base Rate, and (C) the Average Class A-1 Note

                  Principal Balance during the Related Monthly Period; and

 

                            (ii)      the product of (A) the Applicable

                  Pass-Through Rate for the Class A-2 Notes, (B) a fraction the

                  numerator of which is the actual number of

 

                                       24

<PAGE>

                  days in the Related Monthly Period and the denominator of

                  which is (1) 360, if and to the extent the Applicable

                  Pass-Through Rate is based on the CP Rate or LIBOR, and (2)

                  365 or 366, as the case may be, if and to the extent the

                  Applicable Pass-Through Rate is based on the Alternate Base

                  Rate, and (C) the Average Class A-2 Note Principal Balance

                  during the Related Monthly Period.

 

                  (b)       On each Determination Date, the Servicer shall

         determine whether (i) the Class A Monthly Interest Payment for the

         Related Monthly Period exceeds (ii) the amount allocated and available

         to pay such Class A Monthly Interest Payment on the related

         Distribution Date (any such excess, a "Class A Interest Shortfall"). If

         a Class A Interest Shortfall exists with respect to any Distribution

         Date, such shortfall shall be allocated based on the respective Pro

         Rata Shares between the Class A-1 Notes and the Class A-2 Notes, and an

         additional amount ("Class A Default Interest") shall be payable as

         provided herein with respect to the Class A Notes on each Distribution

         Date thereafter to and including the Distribution Date on which such

         Class A Interest Shortfall is paid to Class A Noteholders for each

         Class equal to the product of (A) the Applicable Pass-Through Rate, (B)

         a fraction the numerator of which is the actual number of days from the

         preceding Distribution Date to but excluding such Distribution Date and

         the denominator of which is 360, and (C) the Class A Interest Shortfall

         for such Class. Notwithstanding anything to the contrary herein, Class

         A Default Interest shall be payable or distributed to Class A

         Noteholders only to the extent permitted by applicable law.

 

                  (c)       The amount of monthly interest ("Class B Monthly

         Interest Payment") distributable from the Distribution Account with

         respect to the Class B Notes on any Distribution Date shall be equal to

         the sum of the following:

 

                           (i)       the product of (A) the Class B-1 Note

                  Interest Rate, (B) a fraction the numerator of which is the

                  actual number of days in the Related Monthly Period and the

                  denominator of which is (1) 360, if and to the extent the

                   Applicable Pass-Through Rate is based on the CP Rate or LIBOR,

                  and (2) 365 or 366, as the case may be, if and to the extent

                  the Applicable Pass-Through Rate is based on the Alternate

                  Base Rate, and (C) the Average B-1 Note Principal Balance

                  during the Related Monthly Period; and

 

                           (ii)      the product of (A) the Class B-2 Note

                  Interest Rate, (B) a fraction the numerator of which is the

                  actual number of days in the Related Monthly Period and the

                  denominator of which is (1) 360, if and to the extent the

                  Applicable Pass-Through Rate is based on the CP Rate or LIBOR,

                   and (2) 365 or 366, as the case may be, if and to the extent

                  the Applicable Pass-Through Rate is based on the Alternate

                  Base Rate, and (C) the Average Class B-2 Note Principal

                  Balance during the Related Monthly Period.

 

                  (d)       On each Determination Date, the Servicer shall

         determine whether (x) the Class B Monthly Interest Payment for the

         Related Monthly Period exceeds (y) the amount allocated and available

          to pay such Class B Monthly Interest Payment on the related

         Distribution Date (any such excess, a "Class B Interest Shortfall"). If

         a Class B

 

                                       25

<PAGE>

 

         Interest Shortfall exists with respect to any Distribution Date, such

         shortfall shall be allocated based on the respective Pro Rata Shares

         between the Class B-1 Notes and the Class B-2 Notes and an additional

         amount ("Class B Default Interest") shall be payable as provided herein

         with respect to the Class B Notes on each Distribution Date thereafter

         to and including the Distribution Date on which such Class B Interest

         Shortfall is paid to Class B Noteholders for each Class equal to the

         product of (aa) the Applicable Pass-Through Rate, (bb) a fraction the

         numerator of which is the actual number of days from the preceding

         Distribution Date to but excluding such Distribution Date and the

         denominator of which is 360, and (cc) the Class B Interest Shortfall

         for such Class. Notwithstanding anything to the contrary herein, Class

         B Default Interest shall be payable or distributed to Class B

         Noteholders only to the extent permitted by applicable law.

 

         SECTION 4.03. DETERMINATION OF MONTHLY PRINCIPAL. The amount of monthly

principal to be transferred from the Principal Account to the Distribution

Account with respect to the Notes on each Transfer Date (the "Monthly

Principal"), beginning with the Transfer Date in the month following the month

in which the Controlled Amortization Period or, if earlier, the Rapid

Amortization Period, begins, shall be equal to the least of (i) the Available

Principal Collections on deposit in the Principal Account with respect to the

prior Monthly Period, (ii) for each Transfer Date with respect to the Controlled

Amortization Period, the Controlled Distribution Amount for such Transfer Date,

(iii) the Collateral Amount (after taking into account any adjustments to be

made on such Distribution Date pursuant to Sections 4.05 and 4.06), and (iv) the

Note Principal Balance.

 

         SECTION 4.04. APPLICATION OF AVAILABLE FINANCE CHARGE COLLECTIONS AND

AVAILABLE PRINCIPAL COLLECTIONS. On or before each Transfer Date, Servicer shall

instruct Indenture Trustee in writing (which writing shall be substantially in

the form of Exhibit B) to withdraw or deposit, and Indenture Trustee, acting in

accordance with such instructions, shall withdraw or deposit on such Transfer

Date or related Distribution Date, as applicable, to the extent of available

funds, the amount required to be withdrawn from the Finance Charge Account, the

Principal Account, the Funding Account and the Distribution Account as follows:

 

                   (a)       On each Transfer Date, an amount equal to the

         Available Finance Charge Collections with respect to the related

         Distribution Date will be distributed or deposited in the following

         priority:

 

                            (i)       an amount equal to Class A Monthly Interest

                  Payment for such Distribution Date, plus the Commitment Fee

                  for Class A for such Distribution Date, plus any Class A

                  Interest Shortfall, plus the amount of any Class A Default

                  Interest for such Distribution Date, plus the amount of any

                  Class A Default Interest previously due but not distributed on

                  a prior Distribution Date, shall be withdrawn from the Finance

                  Charge Account and deposited into the Distribution Account for

                  distribution to the Class A Noteholders (to each Class as

                  calculated pursuant to Section 4.02(a)); provided, that if the

                  amount available for distribution pursuant to this subsection

                  (a)(i) is insufficient to make such distributions in full, the

                  amount available shall be distributed ratably to the Holders

                   of Class A-1 Notes and Class A-2 Notes based on their

                  respective Pro Rata Shares; provided,

 

                                       26

<PAGE>

 

                  further, that the amount distributed pursuant to this

                  subsection 4.04(a)(i) shall not exceed the Benchmark Amount

                  for the Class A Notes;

 

                           (ii)      an amount equal to the Noteholder Servicing

                  Fee for such Transfer Date, plus the amount of any Noteholder

                  Servicing Fee previously due but not distributed to Servicer

                  on a prior Transfer Date, shall be distributed to the

                  Servicer;

 

                           (iii)     an amount equal to the Senior Cost Amount

                  for the Class A Notes for such Transfer Date shall be

                  withdrawn from the Finance Charge Account and deposited to the

                  Distribution Account for distribution to the Funding Agents

                   pursuant to Section 5.02; provided, that if the amount

                  available for distribution pursuant to this subsection

                  (a)(iii) is insufficient to make such distributions in full,

                  the amount available shall be distributed ratably to the

                  Funding Agents based on the respective Pro Rata Shares of the

                  Class A Notes held by each Funding Group;

 

                           (iv)      an amount equal to the Class B Monthly

                   Interest Payment for such Distribution Date, plus the

                  Commitment Fee for Class B for such Distribution Date, plus

                  any Class B Interest Shortfalls, plus the amount of any Class

                  B Default Interest for such Distribution Date, plus the amount

                  of any Class B Default Interest previously due but not

                  distributed on a prior Distribution Date shall be withdrawn

                  from the Finance Charge Account and deposited into the

                  Distribution Account for distribution to the Class B

                  Noteholders (to each Class as calculated pursuant to Section

                  4.02(a)); provided, that if the amount available for

                  distribution pursuant to this subsection (a)(iv) is

                  insufficient to make such distributions in full, the amount

                  available shall be distributed ratably to the Holders of Class

                  B-1 Notes and Class B-2 Notes based on their respective Pro

                  Rata Shares; provided, further, that the amount distributed

                  pursuant to this subsection 4.04(a)(iv) shall not exceed the

                  Benchmark Amount for the Class B Notes;

 

                            (v)       an amount equal to the Senior Cost Amount

                  for the Class B Notes for such Transfer Date shall be

                  withdrawn from the Finance Charge Account and deposited to the

                  Distribution Account for distribution to the Funding Agents

                  pursuant to Section 5.02; provided, that if the amount

                  available for distribution pursuant to this subsection (a)(v)

                  is insufficient to make such distributions in full, the amount

                  available shall be distributed ratably to the Funding Agents

                  based on the respective Pro Rata Shares of the Class B Notes

                  held by each Funding Group;

 

                           (vi)       an amount equal to the Investor Default

                  Amount for the related Monthly Period, if any, and the

                  Uncovered Dilution Amount, if any, for such Distribution Date

                  shall be treated as a portion of Available Principal

                  Collections for such Distribution Date and withdrawn from the

                  Finance Charge Account and deposited into the Principal

                  Account on the related Transfer Date;

 

                           (vii)      an amount equal to the sum of the aggregate

                  amount of Investor Charge-Offs and Reallocated Principal

                  Collections which have not been previously reimbursed pursuant

                  to this subsection shall be treated as a portion of

 

                                       27

<PAGE>

 

                  Available Principal Collections for such Distribution Date and

                  withdrawn from the Finance Charge Account and deposited into

                  the Principal Account on the related Transfer Date;

 

                           (viii)    an amount equal to the excess, if any, of

                  the Required Spread Account Amount over the Available Spread

                  Account Amount shall be deposited into the Spread Account;

 

                           (ix)      any amounts not distributed pursuant to

                  subsection 4.04(a)(i) because of the second proviso in such

                  subsection, which have not been distributed pursuant to

                   subsection 4.04(a)(iii) as part of the Senior Cost Amount for

                  the Class A Notes, shall be withdrawn from the Finance Charge

                  Account and deposited into the Distribution Account for

                  distribution to the Class A Noteholders (to each Class as

                  calculated pursuant to Section 4.02(a)); provided, that if the

                  amount available for distribution pursuant to this subsection

                  (a)(ix) is insufficient to make such distributions in full,

                  the amount available shall be distributed ratably to the

                  Holders of Class A-1 Notes and Class A-2 Notes based on their

                  respective Pro Rata Shares;

 

                            (x)       any amounts not distributed pursuant to

                  subsection 4.04(a)(iv) because of the second proviso in such

                  subsection, which have not been distributed pursuant to

                  subsection 4.04(a)(v) as part of the Senior Cost Amount for

                  the Class B Notes, shall be withdrawn from the Finance Charge

                  Account and deposited into the Distribution Account for

                  distribution to the Class B Noteholders (to each Class as

                  calculated pursuant to Section 4.02(a)); provided, that if the

                  amount available for distribution pursuant to this subsection

                  (a)(x) is insufficient to make such distributions in full, the

                   amount available shall be distributed ratably to the Holders

                  of Class B-1 Notes and Class B-2 Notes based on their

                  respective Pro Rata Shares;

 

                           (xi)      an amount equal to any other amounts payable

                  to the Funding Agents, the VFN Series 2003-3 Noteholders, the

                  Support Providers or any other Person under Section 4.15, or

                  under the Note Purchase Agreements or the Fee Letters, shall

                   be withdrawn from the Finance Charge Account and deposited to

                  the Distribution Account for distribution to the Funding

                  Agents pursuant to Section 4.15; provided, that if the amount

                  available for distribution pursuant to this subsection (a)(xi)

                  is insufficient to make such distributions in full, the amount

                  available shall be distributed ratably to the Funding Agents

                  based on the respective Pro Rata Shares of the Classes of

                  Notes held by each Funding Group; and

 

                           (xii)     the balance, if any, will constitute a

                  portion of Excess Finance Charge Collections for such

                  Distribution Date.

 

                  (b)       On each Transfer Date with respect to the Revolving

         Period, an amount equal to the Available Principal Collections for the

         related Distribution Date shall be distributed or deposited in the

          following priority:

 

                                       28

<PAGE>

 

                           (i)       an amount equal to the Funding Account

                  Deficiency, if any, shall be deposited to the Funding Account;

                  and

 

                            (ii)      an amount equal to the balance, if any, of

                  such Available Principal Collections shall be treated as

                  Excess Principal Collections for such Distribution Date.

 

                  (c)       On the Transfer Date relating to the Monthly Period

         during which the Amortization Period begins and each Transfer Date

         thereafter, an amount equal to the Available Principal Collections for

         the related Distribution Date shall be distributed or deposited in the

         following priority:

 

                           (i)       an amount equal to Class A Monthly Principal

                  for such Distribution Date shall be withdrawn from the

                  Principal Account and deposited to the Distribution Account

                  for distribution ratably to the Holders of the Class A-1 Notes

                  and the Class A-2 Notes, based on their respective Pro Rata

                  Shares;

 

                           (ii)      an amount equal to the Class B Monthly

                  Principal for such Distribution Date shall be withdrawn from

                  the Principal Account and deposited to the Distribution

                  Account for distribution ratably to the Holders of the Class

                  B-1 Notes and Class B-2 Notes, based on their respective Pro

                  Rata Shares;

 

                           (iii)     an amount equal to all other amounts then

                  due and payable by Issuer to the Funding Agents, the VFN

                  Series 2003-3 Noteholders, the Support Providers or any other

                  Person under or in connection with this Indenture Supplement,

                  the Note Purchase Agreements and the Fee Letters shall be

                  withdrawn from the Principal Account and deposited to the

                  Distribution Account for distribution to the Funding Agents

                  pursuant to Section 4.15; and

 

                           (iv)      an amount equal to the balance, if any, of

                  such Available Principal Collections for such Distribution

                  Date after giving effect to paragraphs (i), (ii) and (iii)

                  above, shall be treated as Excess Principal Collections.

 

         SECTION 4.05. INVESTOR CHARGE-OFFS. On each Determination Date,

Servicer shall calculate the Investor Default Amount and any Uncovered Dilution

Amount for the related Distribution Date. If, on any Distribution Date, the sum

of the Investor Default Amount and any Uncovered Dilution Amount for such

Distribution Date exceeds the sum of the amount of Available Finance Charge

Collections allocated with respect thereto pursuant to subsection 4.04(a)(vi)

with respect to such Distribution Date, the Collateral Amount will be reduced

(but not below zero) by the amount of such excess (such reduction, an "Investor

Charge-Off").

 

         SECTION 4.06. REALLOCATED PRINCIPAL COLLECTIONS. On each Transfer Date,

if Available Finance Charge Collections (including any amounts described in

clause (c) of the definition of Available Finance Charge Collections and

including amounts available pursuant to subsection 4.04(a)(iii)) are not

sufficient to make the distributions and deposits set forth in subsections

4.04(a)(i) and (ii), Servicer shall apply, or shall instruct Indenture Trustee

in writing to apply, Principal Collections with respect to such Transfer Date,

in an amount not to exceed the

 

                                       29

<PAGE>

 

Monthly Principal Reallocation Amount for the related Monthly Period, to fund

any such deficiency pursuant to and in the priority set forth in such

subsections. On each Transfer Date, the Collateral Amount shall be reduced by

the amount of Reallocated Principal Collections, if any, for such Transfer Date.

 

         SECTION 4.07. EXCESS FINANCE CHARGE COLLECTIONS. VFN Series 2003-3

shall be an Excess Allocation Series with respect to Group One only. For this

purpose, each outstanding series of certificates issued by First Bankcard Master

Credit Card Trust (other than series represented by the Collateral Certificate)

shall be deemed to be a Series in Group One. Excess Finance Charge Collections

with respect to the Excess Allocation Series in Group One for any Transfer Date

will be allocated to VFN Series 2003-3 in an amount equal to the product of (x)

the aggregate amount of Excess Finance Charge Collections with respect to all

the Excess Allocation Series in Group One for such Distribution Date and (y) a

fraction, the numerator of which is the Finance Charge Shortfall for VFN Series

2003-3 for such Distribution Date and the denominator of which is the aggregate

amount of Finance Charge Shortfalls for all the Excess Allocation Series in

Group One for such Distribution Date. The "Finance Charge Shortfall" for VFN

Series 2003-3 for any Distribution Date will be equal to the excess, if any, of

(a) the full amount required to be paid, without duplication, pursuant to

subsections 4.04(a)(i) through (xi) on such Distribution Date over (b) the

Available Finance Charge Collections with respect to such Distribution Date

(excluding any portion thereof attributable to Excess Finance Charge

Collections). Excess Finance Charge Collections remaining after their

application to cover Finance Charge Shortfalls for Group One, shall be (i)

first, following a Servicer Default and the appointment of a Successor Servicer,

paid to the Successor Servicer to pay any unpaid Excess Servicing Fees, (ii)

second, deposited to the Funding Account in an amount up to the Funding Account

Deficiency, if any, and (iii) third, distributed to Transferor. Excess Finance

Charge Collections with respect to Group One shall be allocated to Series 2003-3

in accordance with this Section 4.07, without regard to whether the Rating

Agency Condition has been met for purposes of the definition of "Portfolio

Yield".

 

         SECTION 4.08. EXCESS PRINCIPAL COLLECTIONS. Subject to Section 4.03(e)

of the Pooling and Servicing Agreement and Section 8.05 of the Indenture, Excess

Principal Collections allocable to VFN Series 2003-3 on any Transfer Date will

be equal to the product of (x) the aggregate amount of Excess Principal

Collections with respect to all Principal Sharing Series for such Transfer Date

and (y) a fraction, the numerator of which is the Principal Shortfalls for VFN

Series 2003-3 for such Transfer Date and the denominator of which is the

aggregate amount of Principal Shortfall for all the Series which are Principal

Sharing Series for such Transfer Date. For this purpose, each outstanding series

of certificates issued by First Bankcard Master Credit Card Trust (other than

any series represented by the Collateral Certificate) shall be deemed to be a

Principal Sharing Series. The "Principal Shortfall" for VFN Series 2003-3 will

be equal to (a) for any Transfer Date with respect to the Revolving Period, the

full amount required to be deposited pursuant to subsection 4.04(b)(i) on such

Transfer Date over the Available Principal Collections for such Transfer Date

(excluding any portion thereof attributable to Excess Principal Collections),

(b) for any Transfer Date with respect to the Controlled Amortization Period,

the excess, if any, of the full amount required to be deposited, without

duplication, pursuant to Section 4.04(c)(i) and (ii) on such Transfer Date over

the amount of Available Principal Collections for such Transfer Date (excluding

any portion thereof attributable to Excess Principal Collections) and (c) for

any Transfer Date with respect to the Rapid Amortization Period, the

 

                                       30

<PAGE>

 

excess, if any, of the Collateral Amount with respect to such Transfer Date over

the amount of Available Principal Collections for such Transfer Date (excluding

any portion thereof attributable to Excess Principal Collections). Excess

Principal Collections remaining on any Transfer Date after payment of Principal

Shortfalls for all Series in Group I, and after any application of Excess

Principal Collections as principal pursuant to Section 4.11 or with respect to

any other Variable Interest or variable funding certificates in such Group will

be, first, deposited to the Funding Account in an amount up to the Funding

Account Deficiency, if any, and, second, distributed to the Holder of the

Transferor Interest or deposited in the Excess Funding Account in accordance

with subsection 4.03(e) of the Pooling and Servicing Agreement or Section 8.05

of the Indenture, as applicable.

 

         SECTION 4.09. CERTAIN SERIES ACCOUNTS.

 

                  (a)       Indenture Trustee shall establish and maintain with a

         Qualified Institution, which may be Indenture Trustee, in the name of

         the Trust, on behalf of the Trust, for the benefit of the Noteholders,

         three segregated trust accounts with such Qualified Institution (the

         "Finance Charge Account", the "Principal Account" and