Transferor,

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▇▇▇▇▇▇▇ ASSET FUNDING COMPANY,

Transferor,

▇▇▇▇▇▇▇ NATIONAL BANK,

Servicer

and

THE CHASE MANHATTAN BANK,

Trustee

on behalf of the Investor Certificateholders

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Series 2000-1 SUPPLEMENT

Dated as of June 28, 2000

AMENDED AND RESTATED POOLING AND SERVICING AGREEMENT

Dated as of June 28, 2000

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▇▇▇▇▇▇▇ CREDIT CARD MASTER TRUST I

Series 2000-1

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TABLE OF CONTENTS

Page

SECTION 1. Designation. . . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 2

SECTION 3. Servicing Compensation . . . . . . . . . . . . . . . . . . . 17

SECTION 4. Reassignment and Transfer Terms . . . . . . . . . . . . . . . 18

SECTION 5. Delivery and Payment for the Investor Certificates . . . . . 18

SECTION 6. Depository; Form of Delivery of Investor Certificates . . . . 18

SECTION 7. Article IV of Agreement . . . . . . . . . . . . . . . . . . . 19
SECTION 4.4 Rights of Investor Certificateholders . . . . . . . . . 19
SECTION 4.5 Allocations . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.6 Determination of Monthly Interest . . . . . . . . . . . 24
SECTION 4.7 Determination of Monthly Principal . . . . . . . . . . . 25
SECTION 4.8 Coverage of Required Amount . . . . . . . . . . . . . . 26
SECTION 4.9 Monthly Payments . . . . . . . . . . . . . . . . . . . . 26
SECTION 4.10 Investor Charge-Offs . . . . . . . . . . . . . . . . . 30
SECTION 4.11 Excess Spread . . . . . . . . . . . . . . . . . . . . . 31
SECTION 4.12 Reallocated Principal Collections . . . . . . . . . . . 33
SECTION 4.13 Shared Principal Collections . . . . . . . . . . . . . 33
SECTION 4.14 Principal Funding Account . . . . . . . . . . . . . . . 34
SECTION 4.15 Reserve Account . . . . . . . . . . . . . . . . . . . . 35
SECTION 4.16 Determination of LIBOR . . . . . . . . . . . . . . . . 37
SECTION 4.17 Transferor's or Servicer's Failure to Make a Deposit or
Payment . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.18 Article V of the Agreement . . . . . . . . . . . . . . 38

SECTION 9. Series 2000-1 Pay Out Events . . . . . . . . . . . . . . . . 41

SECTION 10. [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 11. Series 2000-1 Termination . . . . . . . . . . . . . . . . . 43

SECTION 12. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 14. No Petition . . . . . . . . . . . . . . . . . . . . . . . . 43

SECTION 15. Tax Representation and Covenant . . . . . . . . . . . . . . 44

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EXHIBITS

EXHIBIT A-1 Form of Class A Certificate
EXHIBIT A-2 Form of Class B Certificate
EXHIBIT B Form of Monthly Payment Instructions and Notification to the
Trustee
EXHIBIT C Form of Monthly Series 2000-1 Certificateholders' Statement

SCHEDULE I Schedule to Exhibit C of the Pooling and Servicing Agreement
with respect to the Investor Certificates

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Series 2000-1 SUPPLEMENT, dated as of June 28, 2000 (this "Series
Supplement"), by and among ▇▇▇▇▇▇▇ ASSET FUNDING COMPANY, as Transferor, ▇▇▇▇▇▇▇
NATIONAL BANK, as Servicer, and THE CHASE MANHATTAN BANK, as Trustee under the
Amended and Restated Pooling and Servicing Agreement dated as of June 28, 2000
between the Transferor, the Servicer and the Trustee (as may be amended,
modified or supplemented from time to time, the "Agreement").

Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the delivery by the
Trustee to the Transferor for the execution and redelivery to the Trustee for
authentication of one or more Series of Certificates.

Pursuant to this Series Supplement, the Transferor and the Trustee
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof.

SECTION 1. Designation.

(a) There is hereby created a Series of Investor Certificates to be
issued in two classes pursuant to the Agreement and this Series Supplement. The
two classes shall be designated the Class A Floating Rate Asset Backed
Certificates, Series 2000-1 (the "Class A Certificates") and the Class B Asset
Backed Certificates, Series 2000-1 (the "Class B Certificates"). The Class A
Certificates and the Class B Certificates shall be substantially in the form of
Exhibits A-1 and A-2 hereto, respectively.

(b) Series 2000-1 shall be included in Group One (as defined below).
Series 2000-1 shall not be subordinated to any other Series.

(c) Notwithstanding the foregoing, except as expressly provided
herein, (i) the Opinion of Counsel specified in clause (d) of the sixth sentence
of Section 6.9(b) of the Agreement shall not be required with re- spect to the
Class B Certificates and (ii) the Tax Opinion specified in clause (e) of the
sixth sentence of Section 6.9(b) of the Agreement shall address the effect of
the issuance of the Class B Certificates but parts (a) and (c) of any such Tax
Opinion shall not address, or be required to address, any tax consequences that
shall result to any Class B Certificateholder.

SECTION 2. Definitions.

In the event that any term or provision contained herein shall
conflict with or be inconsistent with any provision contained in the Agreement,
the terms and provisions of this Series Supplement shall govern. All Article,
Section or subsection references herein shall mean Articles, Sections or
subsections of the Agreement, except as otherwise provided herein. All
capitalized terms not otherwise defined herein are defined in

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the Agreement. Each capitalized term defined herein shall relate only to the
Investor Certificates and not to any other Series of Certificates issued by the
Trust.

"Accumulation Period" shall mean, solely for the purposes of the
definition of Monthly Principal Payment as such term is defined in each
Supplement, the Controlled Accumulation Period.

"Accumulation Period Factor" shall mean, for each Monthly Period, a
fraction, the numerator of which is equal to the sum of the initial investor
interests (or other amounts specified in the applicable Supplement) of all
outstanding Series, and the denominator of which is equal to the sum of (a) the
Initial Investor Interest, (b) the initial investor interests (or other amounts
specified in the applicable Supplement) of all outstanding Series (other than
Series 2000-1) which are not expected to be in their revolving periods, and (c)
the initial investor interests (or other amounts specified in the applicable
Supplement) of all other outstanding Series which are not allocating Shared
Principal Collections to other Series and are in their revolving periods.

"Accumulation Period Length" shall have the meaning assigned such term
in subsection 4.9(i).

"Accumulation Shortfall" shall initially mean zero and shall
thereafter mean, with respect to any Monthly Period during the Controlled
Accumulation Period, the excess, if any, of the Deposit Amount for the previous
Monthly Period over the amount deposited into the Principal Funding Account
pursuant to subsection 4.9(e)(i) with respect to the Class A Certificates for
the previous Monthly Period.

"Additional Certificate Date" shall have the meaning assigned such
term in subsection 10(a).

"Additional Certificates" shall have the meaning assigned such term in
subsection 10(a).

"Adjusted Investor Interest" shall mean, with respect to any date of
determination, an amount equal to the sum of (a) the Class A Adjusted Investor
Interest and (b) the Class B Investor Interest.

"Aggregate Investor Default Amount" shall mean, with respect to any
Monthly Period, the sum of the Investor Default Amounts in respect of such
Monthly Period.

"Available Investor Principal Collections" shall mean, with respect to
any Monthly Period, an amount equal to (a) the Investor Principal Collections
for such Monthly Period, minus (b) the amount of Reallocated

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Class B Principal Collections with respect to such Monthly Period which pursuant
to Section 4.12 are required to fund the Class A Required Amount, plus (c) the
amount of Shared Principal Collections that are allocated to Series 2000-1 in
accordance with subsection 4.13(b).

"Available Reserve Account Amount" shall mean, with respect to any
Transfer Date, the lesser of (a) the amount on deposit in the Reserve Account on
such date (after taking into account any interest and earnings retained in the
Reserve Account pursuant to subsection 4.15(b) on such date, but before giving
effect to any deposit made or to be made pursuant to subsection 4.11(i) to the
Reserve Account on such date) and (b) the Required Reserve Account Amount.

"Base Rate" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is equal
to the sum of the Class A Monthly Interest for the related Interest Period, and
the Investor Servicing Fee with respect to such Monthly Period and the
denominator of which is the Class A Investor Interest as of the close of
business on the last day of such Monthly Period.

"Class A Additional Interest" shall have the meaning specified in
Section 4.6(a).

"Class A Adjusted Investor Interest" shall mean, with respect to any
date of determination, an amount equal to the Class A Investor Interest minus
the Principal Funding Account Balance on such date of determination.

"Class A Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the sum of (a) the Class A Floating Allocation of the
Collections of Finance Charge Receivables allocated to the Investor Certificates
and deposited in the Finance Charge Account for such Monthly Period (or to be
deposited in the Finance Charge Account on the related Transfer Date with
respect to the preceding Monthly Period pursuant to the third paragraph of
subsection 4.3(a) and Section 2.8 of the Agreement and subsection 4.5 of this
Series Supplement), (b) with respect to any Monthly Period during the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest, the Principal Funding Investment Proceeds arising pursuant to
subsection 4.14(b), if any, with respect to the related Transfer Date and (c)
the Reserve Draw Amount (up to the Available Reserve Draw Account Amount) plus
any amounts of interest and earnings described in subsections 4.15(b) and
4.15(d) which will be deposited into the Finance Charge Account on the related
Transfer Date.

"Class A Certificate Rate" shall mean from the Closing Date through
August 15, 2000 and with respect to each Interest Period thereafter, a per annum
rate equal to 0.27% per annum in excess of LIBOR, as determined on the related
LIBOR Determination Date.

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

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

"Class A Deficiency Amount" shall have the meaning specified in
subsection 4.6(a).

"Class A Fixed Allocation" shall mean, with respect to any Monthly
Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class A Investor Interest as of the close of business on the last day of the
Revolving Period and the denominator of which is equal to the Investor Interest
as of the close of business on the last day of the Revolving Period.

"Class A Floating Allocation" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Class A Adjusted Investor Interest as
of the close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day; provided, however, that, with respect to the first
Monthly Period, the Class A Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Class A Initial Investor
Interest and the denominator of which is the Initial Investor Interest.

"Class A Initial Investor Interest" shall mean the aggregate initial
principal amount of the Class A Certificates, which is $200,000,000.

"Class A Investor Allocation" shall mean, with respect to any Monthly
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time and Principal Receivables during the Revolving Period, the Class A
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Class A Fixed
Allocation.

"Class A Investor Charge-Offs" shall have the meaning specified in
subsection 4.10(a).

"Class A Investor Default Amount" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Class A Floating
Allocation applicable for the related Monthly Period.

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"Class A Investor Interest" shall mean, on any date of determination,
an amount equal to (a) the Class A Initial Investor Interest, minus (b) the
aggregate amount of principal payments made to Class A Certificateholders prior
to such date and minus (c) the excess, if any, of the aggregate amount of Class
A Investor Charge-Offs pursuant to subsection 4.10(a) over Class A Investor
Charge-Offs reimbursed pursuant to subsection 4.11(b) prior to such date of
determination; provided, however, that the Class A Investor Interest may not be
reduced below zero.

"Class A Monthly Interest" shall have the meaning specified in
subsection 4.6(a).

"Class A Monthly Principal" shall mean the monthly principal
distributable in respect of the Class A Certificates as calculated in accordance
with subsection 4.7(a).

"Class A Required Amount" shall have the meaning specified in
subsection 4.8(a).

"Class A Scheduled Payment Date" shall mean the June, 2005 Distri-
bution Date.

"Class A Servicing Fee" shall have the meaning specified in Section 3
hereof.

"Class B Available Funds" shall mean, with respect to any Monthly
Period, an amount equal to the Class B Floating Allocation of the Collections of
Finance Charge Receivables and allocated to the Investor Certificates and
deposited in the Finance Charge Account for such Monthly Period (or to be
deposited in the Finance Charge Account on the related Transfer Date with
respect to the preceding Monthly Period pursuant to the third paragraph of
subsection 4.3(a) of the Agreement and subsection 4.5 hereof).

"Class B Certificateholder" shall mean the Person named on a Class B
Certificate.

"Class B Certificates" shall mean any of the certificates executed by
the Transferor and substantially in the form of Exhibit A-2 hereto.

"Class B Fixed Allocation" shall mean, with respect to any Monthly
Period following the Revolving Period, the percentage equivalent (which
percentage shall never exceed 100%) of a fraction, the numerator of which is the
Class B Investor Interest as of the close of business on the last day of the
Revolving Period and the denominator of which is equal to the Investor Interest
as of the close of business on the last day of the Revolving Period.

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"Class B Floating Allocation" shall mean, with respect to any Monthly
Period, the percentage equivalent (which percentage shall never exceed 100%) of
a fraction, the numerator of which is the Class B Investor Interest as of the
close of business on the last day of the preceding Monthly Period and the
denominator of which is equal to the Adjusted Investor Interest as of the close
of business on such day; provided, however, that, with respect to the first
Monthly Period, the Class B Floating Allocation shall mean the percentage
equivalent of a fraction, the numerator of which is the Class B Initial Investor
Interest and the denominator of which is the Initial Investor Interest.

"Class B Initial Investor Interest" shall mean the aggregate initial
principal amount of the Class B Certificates, which is $59,740,260.

"Class B Investor Allocation" shall mean, with respect to any Monthly
Period, (a) with respect to Default Amounts and Finance Charge Receivables at
any time or Principal Receivables during the Revolving Period, the Class B
Floating Allocation, and (b) with respect to Principal Receivables during the
Controlled Accumulation Period or Rapid Amortization Period, the Class B Fixed
Allocation.

"Class B Investor Charge-Offs" shall have the meaning specified in
subsection 4.10(c).

"Class B Investor Default Amount" shall mean, with respect to each
Transfer Date, an amount equal to the product of (a) the Aggregate Investor
Default Amount for the related Monthly Period and (b) the Class B Floating
Allocation applicable for the related Monthly Period.

"Class B Investor Interest" shall mean, on any date of determination,
an amount equal to (a) the Class B Initial Investor Interest, minus (b) the
aggregate amount of principal payments made to Class B Certificateholders prior
to such date, minus (c) the aggregate amount of Class B Investor Charge-Offs for
all prior Transfer Dates pursuant to subsection 4.10(c), minus (d) the amount of
Reallocated Class B Principal Collections allocated pursuant to subsection
4.12(a) on all prior Transfer Dates, minus (e) an amount equal to the amount by
which the Class B Investor Interest has been reduced on all prior Transfer Dates
pursuant to subsections 4.10(a) and (c), and plus (f) the aggregate amount of
Excess Spread allocated and available on all prior Transfer Dates pursuant to
subsection 4.11(h), for the purpose of reimbursing amounts deducted pursuant to
the foregoing clauses (c), (d) and (e); provided, however, that the Class B
Investor Interest may not be reduced below zero.

"Class B Monthly Principal" shall mean the monthly principal
distributable in respect of the Class B Certificates as calculated in accordance
with subsection 4.7(c).

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"Class B Servicing Fee" shall have the meaning specified in Section 3
hereof.

"Closing Date" shall mean June 28, 2000.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Controlled Accumulation Amount" shall mean for any Transfer Date with
respect to the Controlled Accumulation Period prior to the payment in full of
the Class A Investor Interest, $16,667,000; provided, however, that if the
Accumulation Period Length is determined to be less than 12 months pursuant to
subsection 4.9(i), the Controlled Accumulation Amount for each Transfer Date
with respect to the Controlled Accumulation Period prior to the payment in full
of the Class A Investor Interest will be equal to (x) the Class A Initial
Investor Interest divided by (y) the number of Monthly Periods in the Controlled
Accumulation Period as determined pursuant to subsection 4.9(i).

"Controlled Accumulation Period" shall mean, unless a Pay Out Event
shall have occurred prior thereto, the period commencing at the close of
business on the last day of the May, 2004 Monthly Period or such later date as
is determined in accordance with subsection 4.9(i) and ending on the first to
occur of (a) the commencement of the Rapid Amortization Period and (b) the
Series 2000-1 Termination Date.

"Covered Amount" shall mean, as of the Transfer Date with respect to
any Interest Period, an amount equal to the product of (a) (i) a fraction, the
numerator of which is the actual number of days in such Interest Period and the
denominator of which is 360, times (ii) the Class A Certificate Rate in effect
with respect to such Interest Period, and (b) the Principal Funding Account
Balance as of the close of business on the Distribution Date preceding such
Transfer Date (after giving effect to all of the transactions occurring on such
date).

"Cumulative Series Principal Shortfall" shall mean the sum of the
Series Principal Shortfalls (as such term is defined in each of the related
Series Supplements) for each Series.

"Daily Principal Shortfall" shall mean, on any date of determination,
the excess of the Monthly Principal Payment for the Monthly Period relating to
such date over the month to date amount of Collections processed in respect of
Principal Receivables for such Monthly Period allocable to Investor Certificates
of all outstanding Series, not subject to reallocation, which are on deposit or
to be deposited in the Principal Account on such date.

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"Default Estimate" shall mean, for any Monthly Period, an amount equal
to 1.75 times the Investor Default Amount for the prior Monthly Period.

"Deposit Amount" shall mean, with respect to any Transfer Date, the
sum of (a) the Controlled Accumulation Amount for such Transfer Date and (b) any
existing Accumulation Shortfall.

"Distribution Date" shall mean August 15, 2000 and the fifteenth day
of each calendar month thereafter, or if such fifteenth day is not a Business
Day, the next succeeding Business Day.

"Excess Principal Funding Investment Proceeds" shall mean, with
respect to each Transfer Date relating to the Controlled Accumulation Period,
the amount, if any, by which the Principal Funding Investment Proceeds for such
Transfer Date exceed the Covered Amount determined on such Transfer Date.

"Excess Spread" shall mean, with respect to any Transfer Date, the sum
of the amounts with respect to such Transfer Date, if any, specified pursuant to
subsections 4.9(a)(iv) and 4.9(c)(ii).

"Finance Charge Shortfall" shall mean, with respect to any Transfer
Date, the excess, if any, of the amount distributable pursuant to the
subsections 4.11(a) through (i) over Excess Spread.

"Fixed Investor Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Investor Interest as of the close of business on the last day of the Revolving
Period and the denominator of which is the greater of (a) the sum of (i) the
aggregate amount of Principal Receivables in the Trust determined as of the
close of business on the last day of the prior Monthly Period and (ii) the
Excess Funding Amount as of the close of business on such last day of the prior
Monthly Period and (b) the sum of the numerators used to calculate the Investor
Percentages (as such term is defined in the Agreement) for allocations with
respect to Principal Receivables for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly Period in
which an Addition Date occurs or in which a Removal Date occurs, the amount
determined pursuant to clause (a)(i) hereof shall be the quotient of (A) the sum
of (I) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period multiplied by the
actual number of days in the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date and
(II) the aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or removed
from the Trust on the

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related Addition Date or Removal Date, multiplied by the actual number of days
in the period from and including the related Addition Date or Removal Date to
and including the last day of such Monthly Period over (B) the actual number of
days in such Monthly Period.

"Floating Investor Percentage" shall mean, with respect to any Monthly
Period, the percentage equivalent of a fraction, the numerator of which is the
Adjusted Investor Interest as of the close of business on the last day of the
prior Monthly Period (or with respect to the first Monthly Period, the Initial
Investor Interest) and the denominator of which is the greater of (a) the sum of
(i) the aggregate amount of Principal Receivables as of the close of business on
the last day of the prior Monthly Period (or with respect to the first calendar
month in the first Monthly Period, the aggregate amount of Principal Receivables
in the Trust as of the close of business on the day immediately preceding the
Closing Date, and with respect to the second calendar month in the first Monthly
Period, the aggregate amount of Principal Receivables as of the close of
business on the last day of the first calendar month in the first Monthly
Period) and (ii) the Excess Funding Amount as of the close of business on such
last day of the prior Monthly Period and (b) the sum of the numerators used to
calculate the Investor Percentages (as such term is defined in the Agreement)
for allocations with respect to Finance Charge Receivables, Default Amounts or
Principal Receivables, as applicable, for all outstanding Series on such date of
determination; provided, however, that with respect to any Monthly Period in
which an Addition Date occurs or in which a Removal Date occurs, the amount
determined pursuant to clause (a)(i) hereof shall be the quotient of (A) the sum
of (I) the aggregate amount of Principal Receivables in the Trust as of the
close of business on the last day of the prior Monthly Period multiplied by the
actual number of days in the period from and including the first day of such
Monthly Period to but excluding the related Addition Date or Removal Date and
(II) the aggregate amount of Principal Receivables in the Trust as of the
beginning of the day on the related Addition Date or Removal Date after
adjusting for the aggregate amount of Principal Receivables added to or removed
from the Trust on the related Addition Date or Removal Date, multiplied by the
actual number of days of the period from and including the related Addition Date
or Removal Date to and including the last day of such Monthly Period over (B)
the actual number of days in such Monthly Period.

"Group One" shall mean Series 2000-1 and each other Series specified
in the related Supplement to be included in Group One.

"Initial Investor Interest" shall mean $259,740,260.

"Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the previous Distribution Date through the day
preceding such Distribution Date, except that the initial Interest

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Period shall be the period from and including the Closing Date through the day
preceding the initial Distribution Date.

"Investor Certificateholder" shall mean (a) with respect to the Class
A Certificates, the Class A Certificateholder and (b) with respect to the Class
B Certificates, the Class B Certificateholder.

"Investor Certificates" shall mean the Class A Certificates and the
Class B Certificates.

"Investor Default Amount" shall mean, with respect to any Receivable
in a Defaulted Account, an amount equal to the product of (a) the Default Amount
and (b) the Floating Investor Percentage on the day such Account became a
Defaulted Account.

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

"Investor Percentage" shall mean for any Monthly Period, (a) with
respect to collections of Finance Charge Receivables and Default Amounts at any
time and collections of Principal Receivables during the Revolving Period, the
Floating Investor Percentage and (b) with respect to collections of Principal
Receivables during the Controlled Accumulation Period or the Rapid Amortization
Period, the Fixed Investor Percentage.

"Investor Principal Collections" shall mean, with respect to any
Monthly Period, the sum of (a) the aggregate amount deposited into the Principal
Account for such Monthly Period pursuant to subsections 4.5(a)(ii) and (iv),
4.5(b)(ii) and (iv) or 4.5(c)(ii), in each case, as applicable to such Monthly
Period and (b) the aggregate amount to be treated as Investor Principal
Collections pursuant to subsections 4.9(a)(iii) and 4.11(a), (b), (g) and (h)
for such Monthly Period (other than such amount paid from Reallocated Principal
Collections).

"Investor Servicing Fee shall have the meaning specified in Section 3
hereof.

"LIBOR" shall mean, for any Interest Period, the London interbank
offered rate for one-month United States dollar deposits determined by the
Trustee for each Interest Period in accordance with the provisions of Section
4.16.

"LIBOR Determination Date" shall mean June 26, 2000 for the period
from the Closing Date through August 15, 2000, and the second London Business
Day prior to the commencement of the second and each subsequent Interest Period.

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"London Business Day" shall mean any Business Day on which dealings in
deposits in United States dollars are transacted in the London interbank market.

"Minimum Transferor Interest Percentage" shall mean for the February
through November Monthly Periods, 10%; for all other Monthly Periods, 12%.

"Monthly Period" shall have the meaning specified in the Agreement,
except that the first Monthly Period with respect to the Investor Certificates
shall begin on and include the Closing Date and shall end on and include July
31, 2000.

"Monthly Principal Payment" shall mean with respect to any Monthly
Period, for all Series (including Series 2000-1) which are in an Amortization
Period or Accumulation Period (as such terms are defined in the related
Supplements for all Series), the sum of (a) the Controlled Distribution Amount
for the related Transfer Date for any Series in its Controlled Amortization
Period (as such terms are defined in the related Supplements for all Series),
(b) the Deposit Amount for the related Transfer Date for any Series in its
Accumulation Period, other than its Rapid Accumulation Period, if applicable (as
such terms are defined in the related Supplements for all Series), (c) the
Investor Interest as of the end of the prior Monthly Period taking into effect
any payments to be made on the following Distribution Date for any Series in its
Principal Amortization Period or Rapid Amortization Period (as such terms are
defined in the related Supplements for all Series), (d) the Adjusted Investor
Interest as of the end of the prior Monthly Period taking into effect any
payments or deposits to be made on the following Transfer Date and Distribution
Date for any Series in its Rapid Accumulation Period (as such terms are defined
in the related Supplements for all Series), (e) the excess of the Class B
Investor Interest as of the Transfer Date occurring in such Monthly Period over
the Required Class B Investor Interest for the related Transfer Date, assuming
no Accumulation Shortfall and (f) such other amounts as may be specified in the
related Supplements for all Series.

"Paying Agent" shall mean the Trustee.

"Pay Out Commencement Date" shall mean the date on which a Trust Pay
Out Event is deemed to occur pursuant to Section 9.1 of the Agreement or a
Series 2000-1 Pay Out Event is deemed to occur pursuant to Section 9 hereof.

"Portfolio Adjusted Yield" shall mean, with respect to any Transfer
Date, the average of the percentages obtained for each of the three preceding
Monthly Periods by subtracting the Base Rate from the Portfolio Yield for

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such Monthly Period and deducting 0.5% from the result for each Monthly Period.

"Portfolio Yield" shall mean, with respect to any Monthly Period, the
annualized percentage equivalent of a fraction, the numerator of which is an
amount equal to the sum of (a) the amount of Collections of Finance Charge
Receivables deposited into the Finance Charge Account and allocable to the
Investor Certificates for such Monthly Period (b) the Principal Funding
Investment Proceeds deposited into the Finance Charge Account on the Transfer
Date related to such Monthly Period and (c) the amount of the Reserve Draw
Amount (up to the Available Reserve Account Amount) plus any amounts of interest
and earnings described in subsections 4.15(b) and (d), each deposited into the
Finance Charge Account on the Transfer Date relating to such Monthly Period,
such sum to be calculated on a cash basis after subtracting the Aggregate
Investor Default Amount for such Monthly Period, and the denominator of which is
the Investor Interest as of the close of business on the last day of such
Monthly Period.

"Principal Funding Account" shall have the meaning set forth in
subsection 4.14(a).

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

"Principal Funding Investment Proceeds" shall mean, with respect to
each Transfer Date, the investment earnings on funds in the Principal Funding
Account (net of investment expenses and losses) for the period from and
including the immediately preceding Transfer Date to but excluding such Transfer
Date.

"Principal Funding Investment Shortfall" shall mean, with respect to
each Transfer Date relating to the Controlled Accumulation Period, the amount,
if any, by which the Principal Funding Investment Proceeds for such Transfer
Date are less than the Covered Amount determined as of such Transfer Date.

"Rapid Amortization Period" shall mean the Amortization Period
commencing on the Pay Out Commencement Date and ending on the earlier to occur
of (a) the Series 2000-1 Termination Date and (b) the termination of the Trust
pursuant to Section 12.1 of the Agreement.

"Rating Agency" shall mean ▇▇▇▇▇'▇ and Standard & Poor's.

"Reallocated Class B Principal Collections" shall mean, with respect
to any Transfer Date, Collections of Principal Receivables applied in accordance
with subsection 4.12(a) in an amount not to exceed the product of

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(a) the Class B Investor Allocation with respect to the Monthly Period relating
to such Transfer Date and (b) the Investor Percentage with respect to the
Monthly Period relating to such Transfer Date and (c) the amount of Collections
of Principal Receivables with respect to the Monthly Period relating to such
Transfer Date; provided however, that such amount shall not exceed the Class B
Investor Interest after giving effect to any Class B Investor Charge-Offs for
such Transfer Date.

"Reallocated Principal Collections" shall mean the Reallocated
Class B Principal Collections.

"Reference Banks" shall mean four major banks in the London interbank
market selected by the Servicer. The Servicer agrees that one of such banks
shall be The Chase Manhattan Bank.

"Required Accumulation Factor Number" shall be equal to a fraction,
rounded upwards to the nearest whole number, the numerator of which is one and
the denominator of which is equal to the lowest monthly principal payment rate
on the Accounts, expressed as a decimal, for the 12 months preceding the date of
such calculation.

"Required Class B Investor Interest" shall mean (a) as of the Closing
Date, the Class B Initial Investor Interest and (b) on any Transfer Date
thereafter, 23% of the sum of the Class A Adjusted Investor Interest and the
Class B Investor Interest on such Transfer Date, after taking into account
deposits into the Principal Funding Account on such Transfer Date and payments
to be made on the related Distribution Date, and the Class B Investor Interest
on the prior Transfer Date, after any adjustments to be made on such date, but
not less than $7,792,208; provided, however, that (x) if either (i) there is a
reduction in the Class B Investor Interest pursuant to clause (c), (d) or (e) of
the definition of such term or (ii) a Pay Out Event with respect to the Investor
Certificates has occurred, the Required Class B Investor Interest for any
Transfer Date shall equal the Required Class B Investor Interest for the
Transfer Date immediately preceding such reduction or Pay Out Event, (y) in no
event shall the Required Class B Investor Interest exceed the sum of the
outstanding principal amount of the Class A Certificates, as of the last day of
the Monthly Period preceding such Transfer Date after taking into account the
payments to be made on the related Distribution Date and (z) the Required Class
B Investor Interest may be reduced at the Transferor's option at any time if the
Transferor, the Servicer, the Class B Certificateholder and the Trustee have
been provided evidence that the Rating Agency Condition shall have been
satisfied with respect to such reduction.

"Required Reserve Account Amount" shall mean, with respect to any
Transfer Date on or after the Reserve Account Funding Date, an amount equal to
(a) 0.5% of the outstanding principal balance of the Class A Certificates

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or (b) any other amount designated by the Transferor; provided, however, that if
such designation is of a lesser amount, the Transferor shall (i) provide the
Servicer, the Class B Certificateholder and the Trustee with evidence that the
Rating Agency Condition shall have been satisfied and (ii) deliver to the
Trustee a certificate of an authorized officer to the effect that, based on the
facts known to such officer at such time, in the reasonable belief of the
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 Series 2000-1.

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

"Reserve Account Funding Date" shall mean the Transfer Date which
occurs not later than the earliest of (a) the Transfer Date with respect to the
Monthly Period which commences three months prior to the commencement of the
Controlled Accumulation Period; (b) the first Transfer Date for which the
Portfolio Adjusted Yield is less than 2.0%, but in such event the Reserve
Account Funding Date shall not be required to occur earlier than the Transfer
Date with respect to the Monthly Period which commences 12 months prior to the
commencement of the Controlled Accumulation Period; (c) the first Transfer Date
for which the Portfolio Adjusted Yield is less than 3.0%, but in such event the
Reserve Account Funding Date shall not be required to occur earlier than the
Transfer Date with respect to the Monthly Period which commences six months
prior to the commencement of the Controlled Accumulation Period; and (d) the
first Transfer Date for which the Portfolio Adjusted Yield is less than 4.0%,
but in such event the Reserve Account Funding Date shall not be required to
occur earlier than the Transfer Date with respect to the Monthly Period which
commences four months prior to the commencement of the Controlled Accumulation
Period.

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

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

"Revolving Period" shall mean the period from and including the
Closing Date to, but not including, the earlier of (a) the day the Controlled
Accumulation Period commences and (b) the Pay Out Commencement Date.

"Series 2000-1" shall mean the Series of the ▇▇▇▇▇▇▇ Credit Card
Master Trust I represented by the Investor Certificates.

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"Series 2000-1 Certificateholder" shall mean the holder of record of a
Series 2000-1 Certificate.

"Series 2000-1 Certificates" shall mean the Class A Certificates.

"Series 2000-1 Pay Out Event" shall have the meaning specified in
Section 9 hereof.

"Series 2000-1 Termination Date" shall mean the earliest to occur of
(a) the Distribution Date on which the Investor Interest is paid in full, (b)
the June 2009 Distribution Date and (c) the Trust Termination Date.

"Series Principal Shortfall" shall mean with respect to any Transfer
Date, the excess, if any, of (a) (i) with respect to any Transfer Date relating
to the Controlled Accumulation Period, the sum of (A) the Deposit Amount for
such Transfer Date, and (B) the excess, if any, of the Class B Investor Interest
for such Transfer Date over the Required Class B Investor Interest for such
Transfer Date and (ii) with respect to any Transfer Date during the Rapid
Amortization Period, the Adjusted Investor Interest over (b) the Investor
Principal Collections minus the Reallocated Principal Collections for such
Transfer Date.

"Series Servicing Fee Percentage" shall mean 2.0%.

"Shared Excess Finance Charge Collections" shall mean, with respect to
any Distribution Date, as the context requires, either (x) the amount described
in subsection 4.11(k) allocated to the Series 2000-1 Certificates but available
to cover shortfalls in amounts paid from Collections of Finance Charge
Receivables for other Series, if any, or (y) the aggregate amount of Collections
of Finance Charge Receivables allocable to other Series in excess of the amounts
necessary to make required payments with respect to such Series, if any, and
available to cover shortfalls with respect to the Series 2000-1 Certificates.

"Shared Principal Collections" shall mean either (a) the amount
allocated to the Investor Certificates which may be applied to the Series
Principal Shortfall with respect to other outstanding Series or (b) the amounts
allocated to the Investor Certificates of other Series which the applicable
Supplements for such Series specify are to be treated as "Shared Principal
Collections" and which may be applied to cover the Series Principal Shortfall
with respect to the Investor Certificates.

"Telerate Page 3750" shall mean the display page currently so
designated on the Dow ▇▇▇▇▇ Telerate Service (or such other page as may replace
that page on that service for the purpose of displaying comparable rates or
prices).

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"Unallocated Principal Collections" shall have the meaning specified
in subsection 4.5(d).

SECTION 3. Servicing Compensation. The share of the Servicing Fee
allocable to Series 2000-1 with respect to any Transfer Date (the "Investor
Servicing Fee") shall be equal to one-twelfth of the product of (i) the Series
Servicing Fee Percentage and (ii) the Adjusted Investor Interest as of the last
day of the Monthly Period preceding such Transfer Date; provided, however, that
with respect to the first Transfer Date, the Investor Servicing Fee shall be
equal to the product of (i) a fraction, the numerator of which is the number of
days from and including the Closing Date to and including the last day of the
July, 2000 Monthly Period and the denominator of which is 360, (ii) the Series
Servicing Fee Percentage and (iii) the Investor Interest on the Closing Date.
The share of the Investor Servicing Fee allocable to the Class A Investor
Interest with respect to any Transfer Date (the "Class A Servicing Fee") shall
be equal to one-twelfth of the product of (i) the Class A Floating Allocation,
(ii) the Series Servicing Fee Percentage and (iii) the Adjusted Investor
Interest as of the last day of the Monthly Period preceding such Transfer Date;
provided, however, that with respect to the first Transfer Date, the Class A
Servicing Fee shall be equal to the product of (i) the Class A Floating
Allocation, (ii) a fraction, the numerator of which is the number of days from
and including the Closing Date to and including the last day of the July, 2000
Monthly Period and the denominator of which is 360, (iii) the Series Servicing
Fee Percentage and (iv) the Investor Interest on the Closing Date. The remaining
portion of the Investor Servicing Fee will be allocable to the Class B Investor
Interest with respect to any Transfer Date (the "Class B Servicing Fee"). Except
as specifically provided above, the Servicing Fee shall be paid by the cash
flows from the Trust allocated to the Transferor or the certificateholders of
other Series (as provided in the related Supplements) and in no event shall the
Trust, the Trustee or the Investor Certificateholders be liable therefor. The
Class A Servicing Fee shall be payable to the Servicer solely to the extent
amounts are available for distribution in respect thereof pursuant to
subsections 4.9(a)(ii) and 4.11(a). The Class B Servicing Fee shall be payable
solely to the extent amounts are available for distribution in respect thereof
pursuant to subsection 4.11(f) or, if applicable, subsection 4.9(c)(i).

SECTION 4. Reassignment and Transfer Terms. The Investor Certificates
shall be subject to retransfer to the Transferor at its option, in accordance
with the terms specified in subsection 12.2(a) of the Agreement, on any
Distribution Date on or after the Distribution Date on which the Investor
Interest is reduced to an amount less than or equal to 5.0% of the Initial
Investor Interest. The deposit required in connection with any such repurchase
shall include the amount, if any, on deposit in the Principal Funding Account
and will be equal to the sum of (a) the Investor Interest and (b) accrued and
unpaid interest on the Investor Certificates

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through the day preceding the Distribution Date on which the repurchase
occurs.

SECTION 5. Delivery and Payment for the Investor Certificates. The
Transferor shall execute the Investor Certificates and deliver the Series 2000-1
Certificates to the Trustee for authentication in accordance with Section 6.1 of
the Agreement. The Trustee shall deliver the Series 2000-1 Certificates when
authenticated in accordance with Section 6.2 of the Agreement.

SECTION 6. Depository; Form of Delivery of Investor Certificates.

(a) The Class A Certificates shall be delivered as Book-Entry
Certificates as provided in Sections 6.1 and 6.10 of the Agreement. The Class B
Certificate shall be delivered as a definitive certificate registered in the
name of the Transferor or an Affiliate thereof.

(b) The Depository for the Series 2000-1 Certificates shall be The
Depository Trust Company, and the Class A Certificates shall be initially
registered in the name of Cede & Co., its nominee.

SECTION 7. Article IV of Agreement. Sections 4.1, 4.2 and 4.3 shall be
read in their entirety as provided in the Agreement. Article IV (except for
Sections 4.1, 4.2 and 4.3 thereof) shall be read in its entirety as follows and
shall be applicable only to the Investor Certificates:

ARTICLE IV

RIGHTS OF CERTIFICATEHOLDERS AND
ALLOCATION AND APPLICATION OF COLLECTIONS

SECTION 4.4 Rights of Investor Certificateholders. The Investor
Certificates shall represent undivided interests in the Trust, consisting of the
right to receive, to the extent necessary to make the required payments with
respect to such Investor Certificates at the times and in the amounts specified
in this Agreement, (a) the Floating Investor Percentage and Fixed Investor
Percentage (as applicable from time to time) of Collections received with
respect to the Receivables and (b) funds on deposit in the Collection Account,
the Finance Charge Account, the Excess Funding Account, the Principal Account,
the Principal Funding Account, the Reserve Account and the Distribution Account.
The Class B Certificates shall be subordinate to the Class A Certificates. The
Transferor Certificate shall not represent any interest in the Collection
Account, the Finance Charge Account, the Principal Account, the Excess Funding
Account, the Principal Funding Account, the Reserve Account or the Distribution
Account, except as specifically provided in this Article IV.

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SECTION 4.5 Allocations.

(a) Allocations During the Revolving Period. During the Revolving
Period, the Servicer shall, prior to the close of business on the day any
Collections are deposited in the Collection Account, allocate to the Investor
Certificateholders or the Holder of the Transferor Certificate and pay or
deposit from the Collection Account the following amounts as set forth below:

(i) Deposit into the Finance Charge Account an amount equal to the
product of (A) the Investor Percentage on the Date of Processing of such
Collections and (B) the aggregate amount of Collections processed in
respect of Finance Charge Receivables on such Date of Processing to be
applied in accordance with Section 4.9.

(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Class B Investor Allocation on the Date of Processing of
such Collections, (2) the Investor Percentage on the Date of Processing of
such Collections and (3) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account pursuant to
this subsection 4.5(a)(ii)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Class B Certificateholder an amount equal to
the excess, if any, identified in the proviso to clause (A) above;
provided, however, that the amount to be paid to the Class B
Certificateholder pursuant to this subsection 4.5(a)(ii)(B) with respect to
any Date of Processing shall be paid to the Class B Certificateholder only
if the Adjusted Investor Interest is greater than the Investor Percentage
of the aggregate amount of Principal Receivables in the Trust on such day
and if the Class B Investor Interest on such Date of Processing is greater
than the Required Class B Investor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to such Date
of Processing and the application of payments referred to in subsection
4.3(b)) and otherwise shall be deposited into the Principal Account.

(iii) [RESERVED]

(iv) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Class A Investor Allocation on the Date of Processing of
such Collections, (2) the Investor Percentage on the Date of Processing of
such Collections and (3) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account pursuant to
this subsection 4.5(a)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor Certificate an
amount equal to the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount

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to be paid to the Holder of the Transferor Certificate pursuant to this
subsection 4.5(a)(iv)(B) with respect to any Date of Processing shall be
paid to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum Trans-
feror Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing and the
application of payments referred to in subsection 4.3(b)) and otherwise
shall be deposited into the Excess Funding Account.

(b) Allocations During the Controlled Accumulation Period. During the
Controlled Accumulation Period, the Servicer shall, prior to the close of
business on the day any Collections are deposited in the Collection Account,
allocate to the Investor Certificateholders or the Holder of the Transferor
Certificate and pay or deposit from the Collection Account the following amounts
as set forth below:

(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Class B Investor Allocation on the Date of Processing of
such Collections, (2) the Investor Percentage on the Date of Processing of
such Collections and (3) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Funding Account
pursuant to this subsection 4.5(b)(ii)(A) shall not exceed the Daily
Principal Shortfall, and (B) pay to the Class B Certificateholder an amount
equal to the excess, if any, identified in the proviso to clause (A) above;
provided, however, that the amount to be paid to the Class B
Certificateholder pursuant to this subsection 4.5(b)(ii)(B) with respect to
any Date of Processing shall be paid to the Class B Certificateholder only
if the Adjusted Investor Interest is greater than the Investor Percentage
of the aggregate amount of Principal Receivables in the Trust on such day
and if the Class B Investor Interest on such Date of Processing is greater
than the Required Class B Investor Interest (after giving effect to the
inclusion in the Trust of all Receivables created on or prior to such Date
of Processing and the application of payments referred to in subsection
4.3(b)) and otherwise shall be deposited into the Principal Account.

(iii) [RESERVED]

(iv) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Class A Investor Allocation on the Date of Processing

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of such Collections, (2) the Investor Percentage on the Date of Processing
of such Collections and (3) the aggregate amount of Collections processed
in respect of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account pursuant to
this subsection 4.5(b)(iv)(A) shall not exceed the Daily Principal
Shortfall, and (B) pay to the Holder of the Transferor Certificate an
amount equal to the excess, if any, identified in the proviso to clause (A)
above; provided, however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this subsection 4.5(b)(iv)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Trans- feror Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Date of Processing and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess Funding
Account.

(c) Allocations During the Rapid Amortization Period. During the Rapid
Amortization Period, the Servicer shall, prior to the close of business on the
day any Collections are deposited in the Collection Account, allocate to the
Investor Certificateholders and pay or deposit from the Collection Account the
following amounts as set forth below:

(ii) (A) Deposit into the Principal Account an amount equal to the
product of (1) the Investor Percentage on the Date of Processing of such
Collections and (2) the aggregate amount of Collections processed in
respect of Principal Receivables on such Date of Processing; provided,
however, that the amount deposited into the Principal Account pursuant to
this subsection 4.5(c)(ii)(A) shall not exceed the sum of the Investor
Interest as of the close of business on the last day of the prior Monthly
Period (after taking into account any payments to be made on the
Distribution Date relating to such prior Monthly Period and deposits and
any adjustments to be made to the Investor Interest to be made on the
Transfer Date relating to such Monthly Period) and any Reallocated
Principal Collections relating to the Monthly Period in which such deposit
is made and (B) pay to the Holder of the Transferor Certificate an amount
equal to the excess, if any, identified in the proviso to clause (A) above;
provided, however, that the amount to be paid to the Holder of the
Transferor Certificate pursuant to this sub- section 4.5(c)(ii)(B) with
respect to any Date of Processing shall be paid to the Holder of the
Transferor Certificate only if the Transferor

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Interest on such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Date of Processing and the
application of payments referred to in subsection 4.3(b)) and otherwise
shall be deposited into the Excess Funding Account.

(d) Limitation on Required Deposits. With respect to the Investor
Certificates, and notwithstanding anything in the Agreement or this Series
Supplement to the contrary, whether or not the Servicer is required to make
monthly or daily deposits from the Collection Account into the Finance Charge
Account or the Principal Account pursuant to subsections 4.5(a), 4.5(b) and
4.5(c), with respect to any Monthly Period:

(i) during the Revolving Period or the Controlled Accumulation Period
(A) the Servicer will only be required to deposit Collections from the
Collection Account into the Finance Charge Account or the Principal Account
in respect of any Monthly Period and in the case of the Finance Charge
Account, in an amount equal to the lesser of (x) the amount required to be
deposited into any deposit account pursuant to subsection 4.5(a) or 4(.5(b)
and (y) the sum of (I) the amount of interest required to be distributed on
or prior to the related immediately succeeding Distribution Date to the
Investor Certificateholders, (II) the Default Estimate for the related
Monthly Period and (III) the Investor Servicing Fee payable on such
Distribution Date, and (B) if at any time prior to such Distribution Date
the amount of Collections deposited in the Collection Account exceeds the
amount required to be deposited pursuant to clause (i)(A) above, the
Servicer will be permitted to withdraw the excess from the Collection
Account; and

(ii) during the Rapid Amortization Period (A) the Servicer will only
be required to deposit Collections from the Collection Account into the
Principal Account in an amount equal to the lesser of (x) the amount
required to be deposited into any such deposit account pursuant to
subsection 4.5(c) and (y) an amount equal to the full amount of the
Investor Interest to be distributed on the following Distribution Date to
the Investor Certificateholders and (B) if at any time prior to such
Distribution Date the amount of Collections deposited in the Collection
Account exceeds the amount required to be deposited pursuant to clause (A)
above, the Servicer will be permitted to withdraw the excess from the
Collection Account.

To the extent that, in accordance with this subsection 4.5(d), the Servicer
has retained amounts which would otherwise be required to be deposited in the
Finance Charge Account or the Principal Account with respect to any Monthly
Period, the Servicer shall be required to deposit such amounts in the Finance
Charge Account or the Principal Account on the related

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Transfer Date to the extent necessary to make required distributions to the
Investor Certificateholders on the related Distribution Date, including any
amounts which are required to be applied as Reallocated Principal Collections.

For so long as the Servicer shall (i) satisfy the conditions specified
in the third paragraph of subsection 4.3(a) of the Agreement and (ii) be making
deposits to the Principal Account and Finance Charge Account on a monthly basis,
all requirements herein to deposit amounts on a daily basis shall be deemed to
be satisfied to the extent that the required monthly deposit is made and all
references to amounts on deposit in such accounts shall be deemed to include
amounts which would otherwise have been deposited therein on a daily basis.

SECTION 4.6 Determination of Monthly Interest.

(a) The amount of monthly interest distributable to the Class A
Certificates shall be an amount equal to the product of (A) a fraction, the
numerator of which is the actual number of days in the related Interest Period
and the denominator of which is 360, times (B) (i) the Class A Certificate Rate
in effect with respect to the related Interest Period, and (ii) the outstanding
principal balance of the Class A Certificates determined as of the close of
business on the Distribution Date preceding the related Transfer Date (after
giving effect to all of the transactions occurring on such date) (the "Class A
Monthly Interest"); provided, however, that with respect to the first
Distribution Date, Class A Monthly Interest will include accrued interest at the
Class A Certificate Rate from the Closing Date through August 15, 2000;
provided, further, that in addition to Class A Monthly Interest, an amount equal
to the amount of any unpaid Class A Deficiency Amounts, as defined below, plus
an amount equal to the product of (A) (1) a fraction, the numerator of which is
the actual number of days in the related Interest Period and the denominator of
which is 360, times (2) the sum of the Class A Certificate Rate in effect with
respect to the related Interest Period, plus 2% per annum, and (B) any Class A
Deficiency Amount from the prior Transfer Date, as defined below (or the portion
thereof which has not theretofore been paid to Class A Certificateholders) (the
"Class A Additional Interest") shall also be distributable to the Class A
Certificates, and on such Transfer Date the Trustee shall deposit such funds, to
the extent available, into the Distribution Account. The "Class A Deficiency
Amount" for any Transfer Date shall be equal to the excess, if any, of the
aggregate amount accrued pursuant to this subsection 4.6(a) as of the prior
Interest Period over the amount actually transferred to the Distribution Account
for payment of such amount.

(b) [RESERVED]

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SECTION 4.7 Determination of Monthly Principal.

(a) The amount of monthly principal distributable from the Principal
Account with respect to the Class A Certificates on each Transfer Date ("Class A
Monthly Principal"), beginning with the Transfer Date in the month following the
month in which the Controlled Accumulation Period or, if earlier, the Rapid
Amortization Period, begins, shall be equal to the least of (i) the Available
Investor Principal Collections on deposit in the Principal Account with respect
to such Transfer Date, (ii) for each Transfer Date with respect to the
Controlled Accumulation Period prior to the Class A Scheduled Payment Date, the
Deposit Amount for such Transfer Date and (iii) the Class A Adjusted Investor
Interest on such Transfer Date prior to any deposit into the Principal Funding
Account to be made on such day.

(b) [RESERVED]

(c) The amount of monthly principal (the "Class B Monthly Principal")
distributable from the Principal Account with respect to the Class B
Certificates on each Transfer Date shall be (A) during the Revolving Period in
respect of any Monthly Period following the Monthly Period in which there occurs
any reduction of the Required Class B Investor Interest pursuant to clause (z)
of the proviso in the definition thereof an amount equal to the lesser of (1)
the excess, if any, of the Class B Interest (after taking into account any
adjustments to be made on such Transfer Date pursuant to Sections 4.10 and 4.12)
over the Required Class B Investor Interest on such Transfer Date and (2) the
Available Investor Principal Collections on such Transfer Date or (B) during the
Controlled Accumulation Period or Rapid Amortization Period, an amount equal to
the lesser of (1) the excess, if any, of the Class B Investor Interest (after
taking into account any adjustments to be made on such Transfer Date pursuant to
Sections 4.10 and 4.12) as of the last day of the second preceding Monthly
Period over the Required Class B Investor Interest as of the last day of the
Monthly Period preceding such Transfer Date and (2) the excess, if any, of (i)
the Available Investor Principal Collections on such Transfer Date over (ii) the
sum of the Class A Monthly Principal for such Transfer Date.

SECTION 4.8 Coverage of Required Amount. (a) On or before each
Transfer Date, the Servicer shall determine the amount (the "Class A Required
Amount"), if any, by which the sum of (i) the Class A Monthly Interest for such
Transfer Date, plus (ii) the Class A Deficiency Amount, if any, for such
Transfer Date, plus (iii) the Class A Additional Interest, if any, for such
Transfer Date, plus (iv) the Class A Servicing Fee for the prior Monthly Period
plus (v) the Class A Servicing Fee, if any, due but not paid on any prior
Transfer Date, plus (vi) the Class A Investor Default Amount, if any, for the
prior Monthly Period, exceeds the Class A Available Funds for the related
Monthly Period.

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(b) [RESERVED]

(c) In the event that the Class A Required Amount for such Transfer
Date is greater than zero, the Servicer shall give written notice to the Trustee
of such positive Class A Required Amount on or before such Transfer Date. In the
event that the Class A Required Amount for such Transfer Date is greater than
zero, all or a portion of the Excess Spread and Shared Excess Finance Charge
Collections allocable to Series 2000-1 with respect to such Transfer Date in an
amount equal to the Class A Required Amount, to the extent available, for such
Transfer Date shall be distributed from the Finance Charge Account on such
Transfer Date pursuant to subsection 4.11(a). On any Transfer Date, in the event
that the Class A Required Amount for such Transfer Date exceeds the amount of
Excess Spread and Shared Excess Finance Charge Collections allocable to Series
2000-1 with respect to such Transfer Date, the Collections of Principal
Receivables allocable to the Class B Certificates with respect to such Transfer
Date shall be applied as specified in Section 4.12; provided, however, that the
sum of any payments pursuant to this paragraph shall not exceed the Class A
Required Amount.

SECTION 4.9 Monthly Payments. On or before each Transfer Date, the
Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to withdraw and the Trustee,
acting in accordance with such instructions, shall withdraw on such Transfer
Date or the related Distribution Date, as applicable, to the extent of available
funds, the amounts required to be withdrawn from the Finance Charge Account, the
Principal Account, the Principal Funding Account and the Distribution Account as
follows:

(a) an amount equal to the Class A Available Funds deposited into the
Finance Charge Account for the related Monthly Period shall be distributed on
each Transfer Date in the following priority:

(i) an amount equal to Class A Monthly Interest for such Transfer
Date, plus the amount of any Class A Deficiency Amount for such Transfer
Date, plus the amount of any Class A Additional Interest for such Transfer
Date, shall be deposited by the Servicer or the Trustee into the
Distribution Account;

(ii) if none of the Transferor or an Affiliate of the Transferor is
the Servicer, an amount equal to the Class A Servicing Fee for such
Transfer Date plus the amount of any Class A Servicing Fee due but not paid
to the Servicer on any prior Transfer Date shall be distributed to the
Servicer;

(iii) an amount equal to the Class A Investor Default Amount, if any,
for the preceding Monthly Period shall be treated as a portion of

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Investor Principal Collections and deposited into the Principal Account
on such Transfer Date;

(iv) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;

(v) if not paid pursuant to clause (ii) above, an amount equal to the
Class A Servicing Fee for such Transfer Date plus the amount of any Class A
Servicing Fee due but not paid to the Servicer on any prior Transfer Date
shall be distributed to the Servicer; and

(vi) the balance, if any, shall constitute Excess Spread and shall be
allocated and distributed as set forth in Section 4.11.

(b) [RESERVED]

(c) An amount equal to the Class B Available Funds deposited into the
Finance Charge Account for the related Monthly Period shall be distributed on
each Transfer Date in the following priority:

(i) if none of the Transferor or an Affiliate of the Transferor is the
Servicer, an amount equal to the Class B Servicing Fee for such Transfer
Date plus the amount of any Class B Servicing Fee due but not paid to the
Servicer on any prior Transfer Date shall be distributed to the Servicer;
and

(ii) the balance, if any, shall constitute Excess Spread and shall be
allocated and distributed as set forth in Section 4.11.

(d) During the Revolving Period, an amount equal to the Available
Investor Principal Collections deposited into the Principal Account for the
related Monthly Period shall be distributed on each Transfer Date in the
following priority:

(i) an amount equal to the Class B Monthly Principal for such Transfer
Date shall be distributed to the Class B Certificateholder;

(ii) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsection 4.9(d)(i) above and the denominator of which is equal to the sum
of the Available Investor Principal Collections available for sharing as
specified in the related Supplement for each Series and (2) the Cumulative
Series Principal Shortfall and (B) Available Investor Principal
Collections, shall remain in the Principal Account to be

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treated as Shared Principal Collections and applied to Series other than
this Series 2000-1; and

(iii) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections for such Transfer Date over (B) the
applications specified in subsections 4.9(d)(i) and (ii) above shall be
paid to the Holder of the Transferor Certificate; provided, however, that
the amount to be paid to the Holder of the Transferor Certificate pursuant
to this subsection 4.9(d)(iii) with respect to such Transfer Date shall be
paid to the Holder of the Transferor Certificate only if the Transferor
Interest on such Date of Processing is greater than the Minimum Transferor
Interest (after giving effect to the inclusion in the Trust of all
Receivables created on or prior to such Transfer Date and the application
of payments referred to in subsection 4.3(b)) and otherwise deposited into
the Excess Funding Account.

(e) During the Controlled Accumulation Period or the Rapid
Amortization Period, an amount equal to the Available Investor Principal
Collections deposited into the Principal Account for the related Monthly Period
shall be distributed on each Transfer Date in the following priority:

(i) an amount equal to the Class A Monthly Principal for such Transfer
Date, shall be (A) during the Controlled Accumulation Period, deposited
into the Principal Funding Account, and (B) during the Rapid Amortization
Period, deposited into the Distribution Account;

(ii) [RESERVED]

(iii) for each Transfer Date (other than the Transfer Date immediately
preceding the Series 2000-1 Termination Date, in which case on the Series
2000-1 Termination Date) after giving effect to the distribution referred
to in clause (i) above, an amount equal to Class B Monthly Principal shall
be distributed to the Class B Certificateholder;

(iv) an amount equal to the lesser of (A) the product of (1) a
fraction, the numerator of which is equal to the Available Investor
Principal Collections remaining after the application specified in
subsections 4.9(e)(i) and (ii) above and the denominator of which is equal
to the sum of the Available Investor Principal Collections available for
sharing as specified in the related Series Supplement for each Series and
(2) the Cumulative Series Principal Shortfall and (B) the Available
Investor Principal Collections, shall remain in the Principal Account to be
treated as Shared Principal Collections and applied to Series other than
this Series 2000-1; and

(v) an amount equal to the excess, if any, of (A) the Available
Investor Principal Collections over (B) the applications specified in

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subsections 4.9(e)(i) through (iv) above shall be paid to the Holder of the
Transferor Certificate; provided, however, that the amount to be paid to
the Holder of the Transferor Certificate pursuant to this sub- section
4.9(e)(v) with respect to such Transfer Date shall be paid to the Holder of
the Transferor Certificate only if the Transferor Interest on such Date of
Processing is greater than the Minimum Transferor Interest (after giving
effect to the inclusion in the Trust of all Receivables created on or prior
to such Transfer Date and the application of payments referred to in
subsection 4.3(b)) and otherwise shall be deposited into the Excess Funding
Account.

(f) on the earlier to occur of (i) the first Transfer Date with
respect to the Rapid Amortization Period and (ii) the Transfer Date immediately
preceding the Class A Scheduled Payment Date, the Trustee, acting in accordance
with instructions from the Servicer, shall withdraw from the Principal Funding
Account and deposit in the Distribution Account the amount on deposit in the
Principal Funding Account.

(g) On each Distribution Date, the Trustee shall pay in accordance
with subsection 5.1(a) to the Class A Certificateholders from the Distribution
Account, the amount deposited into the Distribution Account pursuant to
subsection 4.9(a)(i) on the preceding Transfer Date.

(h) On the earlier to occur of (i) the first Distribution Date with
respect to the Rapid Amortization Period and (ii) the Class A Scheduled Payment
Date and on each Distribution Date thereafter, the Trustee, acting in accordance
with instructions from the Servicer, shall pay in accordance with Section 5.1
from the Distribution Account the amount so deposited into the Distribution
Account pursuant to subsections 4.9(e) and (f) on the related Transfer Date in
an amount equal to the lesser of such amount on deposit in the Distribution
Account and the Class A Investor Interest shall be paid to the Class A
Certificateholders.

(i) The Controlled Accumulation Period is scheduled to commence at the
close of business on the last day of the May, 2004 Monthly Period; provided,
however, that, if the Accumulation Period Length (determined as described below)
is less than 12 months, the date on which the Controlled Accumulation Period
actually commences will be delayed to the first Business Day of the month that
is the number of whole months prior to the Class A Scheduled Payment Date at
least equal to the Accumulation Period Length and, as a result, the number of
Monthly Periods in the Controlled Accumulation Period will at least equal the
Accumulation Period Length. On the May, 2004 Determination Date, and each
Determination Date thereafter until the Controlled Accumulation Period begins,
the Servicer will determine the "Accumulation Period Length" which will equal
the number of whole months such that the sum of the Accumulation Period Factors
for each month during such period will be equal to or greater than the Required
Accumulation Factor

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

SECTION 4.10 Investor Charge-Offs.

(a) On or before each Transfer Date, the Servicer shall calculate the
Class A Investor Default Amount. If on any Transfer Date, the Class A Investor
Default Amount for the prior Monthly Period exceeds the sum of the amount
allocated with respect thereto pursuant to subsection 4.9(a)(iii), subsection
4.11(a) and Section 4.12 with respect to such Monthly Period, the Class B
Investor Interest (after giving effect to reductions for any Class B Investor
Charge-offs and any Reallocated Principal Collections on such Transfer Date)
will be reduced by the amount of such excess, but not by more than the lesser of
the Class A Investor Default Amount and the Class B Investor Interest (after
giving effect to reductions for any Class B Investor Charge-Offs and any
Reallocated Principal Collections on such Transfer Date) for such Transfer Date.
In the event that such reduction would cause the Class B Investor Interest to be
a negative number, the Class B Investor Interest will be reduced to zero and the
Class A Investor Interest will be reduced by the amount by which the Class B
Investor Interest would have been reduced below zero, but not by more than the
Class A Investor Default Amount for such Transfer Date (a "Class A Investor
Charge-Off"). If the Class A Investor Interest has been reduced by the amount of
any Class A Investor Charge-Offs, it will be reimbursed on any Transfer Date
(but not by an amount in excess of the aggregate Class A Investor Charge-Offs)
by the amount of Excess Spread and Shared Excess Finance Charge Collections
allocable to Series 2000-1 allocated and available for such purpose pursuant to
subsection 4.11(b).

(b) [RESERVED]

(c) On or before each Transfer Date, the Servicer shall calculate the
Class B Investor Default Amount. If on any Transfer Date, the Class B Investor
Default Amount for the prior Monthly Period exceeds the amount of Excess Spread
and Shared Excess Finance Charge Collections allocable to Series 2000-1
allocated and available to fund such amount pursuant to subsection 4.11(g), the
Class B Investor Interest will be reduced by the amount of such excess but not
by more than the lesser of the Class B Investor Default Amount and the Class B
Investor Interest for such Transfer Date (a "Class B Investor Charge-Off"). The
Class B Investor Interest will also be reduced by the amount of Reallocated
Principal Collections pursuant to Section 4.12 and the amount of any portion of
the Class B Investor Interest allocated to the Class A Certificates to avoid a
reduction in the Class A Investor Interest, pursuant to subsection 4.10(a). The
Class B Investor Interest will thereafter be reimbursed on any Transfer Date by
the amount of the Excess Spread and Shared Excess Finance Charge Collections
allocable to

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Series 2000-1 allocated and available for that purpose as described under
subsection 4.11(h).

SECTION 4.11 Excess Spread. On or before each Transfer Date, the
Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to apply Excess Spread with
respect to the related Monthly Period to make the following distributions on
each Transfer Date in the following priority:

(a) an amount equal to the Class A Required Amount, if any, with
respect to such Transfer Date shall be used to fund the Class A Required Amount
and be applied in accordance with, and in the priority set forth in, subsection
4.9(a);

(b) an amount equal to the aggregate amount of Class A Investor
Charge-Offs which have not been previously reimbursed shall be treated as a
portion of Investor Principal Collections and deposited into the Principal
Account on such Transfer Date;

(d) [RESERVED]

(e) [RESERVED]

(f) if none of the Transferor or an Affiliate of the Transferor is the
Servicer, an amount equal to the aggregate amount of accrued but unpaid Class B
Servicing Fees shall be paid to the Servicer;

(g) an amount equal to the Class B Investor Default Amount, if any,
for the prior Monthly Period shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;

(h) an amount equal to the aggregate amount by which the Class B
Investor Interest has been reduced below the Required Class B Investor Interest
for reasons other than the payment of principal to the Class B Investor (but not
in excess of the aggregate amount of such reductions which have not been
previously reimbursed) shall be treated as a portion of Investor Principal
Collections and deposited into the Principal Account on such Transfer Date;

(i) on each Transfer Date from and after the Reserve Account Funding
Date, but prior to the date on which the Reserve Account terminates as described
in Section 4.15(f), an amount up to the excess, if any, of the Required Reserve
Account Amount over the Available Reserve Account Amount shall be deposited into
the Reserve Account;

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(j) if there is not a Finance Charge Shortfall (as defined in the
relevant Supplement for another outstanding Series in Group One) for any other
Series in Group One, the balance shall be paid to the Class B Certificateholder;
and

(k) the balance, if any, after giving effect to the payments made
pursuant to subparagraphs (a) through (j) above shall constitute "Shared Excess
Finance Charge Collections" with respect to other Series in Group One.

To the extent of the Finance Charge Shortfall, if any, following the
application on each Transfer Date of Excess Spread as described above, the
Servicer shall instruct the Trustee in writing (which writing shall be
substantially in the form of Exhibit B hereto) to apply Shared Excess Finance
Charge Collections with respect to Group One allocable to Series 2000-1 in the
priority set forth above.

SECTION 4.12 Reallocated Principal Collections. On or before each
Transfer Date, the Servicer shall instruct the Trustee in writing (which writing
shall be substantially in the form of Exhibit B hereto) to withdraw from the
Principal Account and apply Reallocated Principal Collections with respect to
such Transfer Date, to make the following distributions on each Transfer Date in
the following priority:

(a) an amount equal to the excess, if any, of (i) the Class A Required
Amount, if any, with respect to such Transfer Date over (ii) the amount of
Excess Spread with respect to the related Monthly Period, shall be applied
pursuant to the priority set forth in subsection 4.9(a); and

(b) [RESERVED]

(c) On each Transfer Date, the Class B Investor Interest shall be
reduced by the amount of Reallocated Class B Principal Collections for such
Transfer Date. In the event that such reduction would cause the Class B Investor
Interest (after giving effect to any Class B Investor Charge-Offs for such
Transfer Date) to be a negative number, the Class B Investor Interest (after
giving effect to any Class B Investor Charge-Offs for such Transfer Date) shall
be reduced to zero.

SECTION 4.13 Shared Principal Collections.

(a) The portion of Shared Principal Collections on deposit in the
Principal Account equal to the amount of Shared Principal Collections allocable
to Series 2000-1 on any Transfer Date shall be applied as Available Investor
Principal Collections pursuant to Section 4.9 and pursuant to such Section 4.9
shall be deposited in the Distribution Account.

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(b) Shared Principal Collections allocable to Series 2000-1 with
respect to any Transfer Date shall mean an amount equal to the Series Principal
Shortfall, if any, with respect to Series 2000-1 for such Transfer Date;
provided, however, that if the aggregate amount of Shared Principal Collections
for all Series for such Transfer Date is less than the Cumulative Series
Principal Shortfall for such Transfer Date, then Shared Principal Collections
allocable to Series 2000-1 on such Transfer Date shall equal the product of (i)
Shared Principal Collections for all Series for such Transfer Date and (ii) a
fraction, the numerator of which is the Series Principal Shortfall with respect
to Series 2000-1 for such Transfer Date and the denominator of which is the
aggregate amount of Cumulative Series Principal Shortfall for all Series for
such Transfer Date.

SECTION 4.14 Principal Funding Account.

(a) The Trustee shall establish and maintain, in the name of the
Trust, on behalf of the Trust, for the benefit of the Investor
Certificateholders, an Eligible Deposit Account (the "Principal Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Investor Certificateholders. The Trustee
shall possess all right, title and interest in all funds on deposit from time to
time in the Principal Funding Account and in all proceeds thereof. The Principal
Funding Account shall be under the sole dominion and control of the Trustee for
the benefit of the Investor Certificateholders. If at any time the Principal
Funding Account ceases to be an Eligible Deposit Account, the Transferor shall
notify the Trustee, and the Trustee upon being notified (or the Servicer on its
behalf) shall, within 10 Business Days, establish a new Principal Funding
Account meeting the conditions specified in the definition of Eligible Deposit
Account, and shall transfer any cash or any investments to such new Principal
Funding Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Principal Funding Account from time to time, in the amounts
and for the purposes set forth in this Series Supplement, and (ii) on each
Transfer Date (from and after the commencement of the Controlled Accumulation
Period) prior to termination of the Principal Funding Account make a deposit
into the Principal Funding Account in the amount specified in, and otherwise in
accordance with, subsection 4.9(e).

(b) Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer by the Trustee in Permitted
Investments. Funds on deposit in the Principal Funding Account on any Transfer
Date, after giving effect to any withdrawals from the Principal Funding Account
on such Transfer Date, shall be invested in such investments that will mature so
that such funds will be available for withdrawal on or prior to the next
succeeding Transfer Date. The Trustee shall maintain for the benefit of the
Investor Certificateholders possession of the negotiable

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instruments or securities, if any, evidencing such Permitted Investments. No
Permitted Investment shall be disposed of prior to its maturity.

On the Transfer Date occurring in the month following the commencement
of the Controlled Accumulation Period and on each Transfer Date thereafter with
respect to the Controlled Accumulation Period, the Trustee, acting at the
Servicer's direction given on or before such Transfer Date, shall transfer from
the Principal Funding Account to the Finance Charge Account the Principal
Funding Investment Proceeds on deposit in the Principal Funding Account, but not
in excess of the Covered Amount, for application as Class A Available Funds
applied pursuant to subsection 4.9(a)(i).

Any Excess Principal Funding Investment Proceeds shall be paid to the
Transferor on each Transfer Date. An amount equal to any Principal Funding
Investment Shortfall shall be deposited in the Finance Charge Account on each
Transfer Date from the Reserve Account to the extent funds are available
pursuant to subsection 4.15(d). Principal Funding Investment Proceeds (including
reinvested interest) shall not be considered part of the amounts on deposit in
the Principal Funding Account for purposes of this Series Supplement.

SECTION 4.15 Reserve Account.

(a) The Trustee shall establish and maintain, on behalf of the Trust,
for the benefit of the Investor Certificateholders, an Eligible Deposit Account
(the "Reserve Account"), bearing a designation clearly indicating that the funds
deposited therein are held for the benefit of the Investor Certificateholders.
The Trustee shall possess all right, title and interest in all funds on deposit
from time to time in the Reserve Account and in all proceeds thereof. The
Reserve Account shall be under the sole dominion and control of the Trustee for
the benefit of the Investor Certificateholders. If at any time the institution
holding the Reserve Account ceases to be an Eligible Deposit Account, the
Transferor shall notify the Trustee, and the Trustee upon being notified (or the
Servicer on its behalf) shall, within 10 Business Days, establish a new Reserve
Account meeting the conditions specified in the definition of Eligible Deposit
Account, and shall transfer any cash or any investments to such new Reserve
Account. The Trustee, at the direction of the Servicer, shall (i) make
withdrawals from the Reserve Account from time to time in an amount up to the
Available Reserve Account Amount at such time, for the purposes set forth in
this Series Supplement, and (ii) on each Transfer Date (from and after the
Reserve Account Funding Date) prior to termination of the Reserve Account make a
deposit into the Reserve Account in the amount specified in, and otherwise in
accordance with, subsection 4.11(i).

(b) Funds on deposit in the Reserve Account shall be invested at
the direction of the Servicer by the Trustee in Permitted Investments. Funds

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on deposit in the Reserve Account on any Transfer Date, after giving effect to
any withdrawals from the Reserve Account on such Transfer Date, shall be
invested in such investments that will mature so that such funds will be
available for withdrawal on or prior to the next succeeding Transfer Date. The
Trustee shall maintain for the benefit of the Investor Certificateholders
possession of the negotiable instruments or securities, if any, evidencing such
Permitted Investments. No Permitted Investment shall be disposed of prior to its
maturity. On each Transfer Date, all interest and earnings (net of losses and
investment expenses) accrued since the preceding Transfer Date on funds on
deposit in the Reserve Account shall be retained in the Reserve Account (to the
extent that the Available Reserve Account Amount is less than the Required
Reserve Account Amount) and the balance, if any, shall be deposited into the
Finance Charge Account and included in Class A Available Funds for such Transfer
Date. For purposes of determining the availability of funds or the balance in
the Reserve Account for any reason under this Series Supplement, except as
otherwise provided in the preceding sentence, investment earnings on such funds
shall be deemed not to be available or on deposit.

(c) On or before each Transfer Date with respect to the Controlled
Accumulation Period prior to the payment in full of the Class A Investor
Interest and on or before the first Transfer Date with respect to the Rapid
Amortization Period, the Servicer shall calculate the "Reserve Draw Amount"
which shall be equal to the Principal Funding Investment Shortfall with respect
to each Transfer Date with respect to the Controlled Accumulation Period or the
first Transfer Date with respect to the Rapid Amortization Period; provided,
however, that such amount will be reduced to the extent that funds otherwise
would be available for deposit in the Reserve Account under Section 4.11(i) with
respect to such Transfer Date.

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

(e) In the event that the Reserve Account Surplus on any Transfer
Date, after giving effect to all deposits to and withdrawals from the Reserve
Account with respect to such Transfer Date, is greater than zero, the Trustee,
acting in accordance with the instructions of the Servicer, shall withdraw from
the Reserve Account, and pay to the Class B Certificateholder, an amount equal
to such Reserve Account Surplus.

(f) Upon the earliest to occur of (i) the termination of the Trust
pursuant to Article XII of the Agreement, (ii) if the Controlled Accumulation
Period has not commenced, the first Transfer Date relating to the Rapid

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Amortization Period and (iii) if the Controlled Accumulation Period has
commenced, the earlier of the first Transfer Date with respect to the Rapid
Amortization Period and the Transfer Date immediately preceding the Class A
Scheduled Payment Date, the Trustee, acting in accordance with the instructions
of the Servicer, after the prior payment of all amounts owing to the Series
2000-1 Certificateholders that are payable from the Reserve Account as provided
herein, shall withdraw from the Reserve Account and pay to the Class B
Certificateholder, all amounts, if any, on deposit in the Reserve Account and
the Reserve Account shall be deemed to have terminated for purposes of this
Series Supplement.

SECTION 4.16 Determination of LIBOR.

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

(b) The Trustee shall provide the Class A Certificate Rate applicable
to the then current and immediately preceding Interest Periods to any Investor
Certificateholder requesting such information by telephoning the Trustee at a
telephone number furnished from time to time for such purpose by the Trustee,
which is currently (▇▇▇) ▇▇▇-▇▇▇▇.

(c) On each LIBOR Determination Date prior to 12:00 noon New York
City time, the Trustee shall send to the Servicer by facsimile notification of
LIBOR for the following Interest Period.

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SECTION 4.17 Transferor's or Servicer's Failure to Make a Deposit or
Payment.

If the Servicer or the Transferor fails to make, or give instructions
to make, any payment or deposit (other than as required by subsections 2.4(d)
and (e) and 12.2(a) of the Agreement or Sections 10.2 and 12.1 of the Agreement)
required to be made or given by the Servicer or Transferor, respectively, at the
time specified in the Agreement (including applicable grace periods), the
Trustee shall make such payment or deposit from the applicable Investor Account
without instruction from the Servicer or Transferor. The Trustee shall be
required to make any such payment, deposit or withdrawal hereunder only to the
extent that the Trustee has sufficient information to allow it to determine the
amount thereof; provided, however, that the Trustee shall in all cases be deemed
to have sufficient information to determine the amount of interest payable to
the Series 2000-1 Certificateholders on each Distribution Date. The Servicer
shall, upon request of the Trustee, promptly provide the Trustee with all
information necessary to allow the Trustee to make such payment, deposit or
withdrawal. Such funds or the proceeds of such withdrawal shall be applied by
the Trustee in the manner in which such payment or deposit should have been made
by the Transferor or the Servicer, as the case may be.

SECTION 4.18 Article V of the Agreement. Article V of the Agreement
shall read in its entirety as follows and shall be applicable only to the
Investor Certificateholders:

ARTICLE V

DISTRIBUTIONS AND REPORTS TO INVESTOR
CERTIFICATEHOLDERS

SECTION 5.1 Distributions. (a) On each Distribution Date, the Trustee
shall distribute (in accordance with the certificate delivered on or before the
related Transfer Date by the Servicer to the Trustee pursuant to subsection
3.4(b) of the Agreement) to each Class A Certificateholder of record on the
immediately preceding Record Date (other than as provided in subsection 2.4(e)
or Section 12.3 of the Agreement respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class A Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Section 4.9 by check mailed to each Class A
Certificateholder (at such Certificateholder's address as it appears in the
Certificate Register), except that with respect to Class A Certificates
registered in the name of the nominee of a Clearing Agency, such distribution
shall be made in immediately available funds.

(b) [RESERVED]

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SECTION 5.2 Monthly Series 2000-1 Certificateholders' Statement.

(c) On or before each Distribution Date, the Trustee shall forward to
each Series 2000-1 Certificateholder, each Rating Agency and the Class B
Certificateholder a statement substantially in the form of Exhibit C to this
Series Supplement prepared by the Servicer, delivered to the Trustee and setting
forth, among other things, the following information (which, in the case of
subclauses (i) and (ii) below, shall be stated on the basis of an original
principal amount of $1,000 per Certificate and, in the case of subclauses (viii)
and (ix) shall be stated on an aggregate basis and on the basis of an original
principal amount of $1,000 per Certificate, as applicable):

(i) the amount of the current distribution allocable to Class A
Monthly Principal and Class B Monthly Principal, respectively;

(ii) the amount of the current distribution allocable to Class A
Monthly Interest, Class A Deficiency Amounts and Class A Additional
Interest, respectively;

(iii) the amount of Collections of Principal Receivables processed
during the related Monthly Period and allocated in respect of the Class A
Certificates and the Class B Certificates, respectively;

(iv) the amount of Collections of Finance Charge Receivables processed
during the related Monthly Period and allocated in respect of the Class A
Certificates and the Class B Certificates, respectively;

(v) the aggregate amount of Principal Receivables, the Investor
Interest, the Adjusted Investor Interest, the Class A Investor Interest,
the Class A Adjusted Investor Interest, the Class B Investor Interest, the
Floating Investor Percentage, the Class A Floating Allocation, the Class B
Floating Allocation, and the Fixed Investor Percentage, Class A Fixed
Allocation and the Class B Fixed Allocation with respect to the Principal
Receivables in the Trust as of the close of business on the Distribution
Date preceding such Transfer Date (after giving effect to all of the
transactions occurring on such date);

(vi) the aggregate outstanding balance of Accounts which were 30 to
59, 60 to 89, and 90 or more days delinquent as of the end of the day on
the Record Date;

(vii) the Aggregate Investor Default Amount, the Class A Investor
Default Amount and the Class B Investor Default Amount for the related
Monthly Period;

-36-

(viii) the aggregate amount of Class A Investor Charge-Offs and Class
B Investor Charge-Offs for the related Monthly Period;

(ix) the aggregate amount of Class A Investor Charge-Offs and Class B
Investor Charge-Offs reimbursed on the Transfer Date immediately preceding
such Distribution Date;

(x) the amount of the Class A Servicing Fee and the Class B
Servicing Fee for the related Monthly Period;

(xi) the Portfolio Yield for the preceding Monthly Period;

(xii) the amount of Reallocated Class B Principal Collections with
respect to such Distribution Date;

(xiii) the Class B Investor Interest of the close of business on
such Distribution Date;

(xiv) LIBOR for the Interest Period ending on such Distribution
Date;

(xv) the Principal Funding Account Balance on the Transfer Date;

(xvi) the Accumulation Shortfall;

(xvii) the Principal Funding Investment Proceeds transferred to
the Finance Charge Account on the related Transfer Date;

(xviii) the Principal Funding Investment Shortfall on the related
Transfer Date;

(xix) the amount of Class A Available Funds on deposit in the
Finance Charge Account on the related Transfer Date;

(xx) the current Class A Certificate Rate; and

(xxi) such other items as are set forth in Exhibit C hereof.

(d) Annual Certificateholders' Tax Statement. On or before January 31
of each calendar year, beginning with calendar year 2001, the Trustee shall
distribute to each Person who at any time during the preceding calendar year was
a Series 2000-1 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular monthly
report to Series 2000-1 Certificateholders, as set forth in subclauses (i) and
(ii) above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Series 2000-1 Certificateholder, together with
such other customary information (consistent

-37-

with the treatment of the Certificates as debt) as the Servicer deems necessary
or desirable to enable the Series 2000-1 Certificateholders to prepare their tax
returns. Such obligations of the Trustee shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Internal Revenue Code as from time
to time in effect.

SECTION 9. Series 2000-1 Pay Out Events. If any one of the
following events shall occur with respect to the Investor Certificates:

(a) failure on the part of the Transferor (i) to make any payment or
deposit required by the terms of (A) the Agreement or (B) this Series
Supplement, on or before the date occurring five days after the date such
payment or deposit is required to be made herein or (ii) duly to observe or
perform in any material respect any covenants or agreements of the Transferor
set forth in the Agreement or this Series Supplement, which failure has a
material adverse effect on the Series 2000-1 Certificateholders (which
determination shall be made by the Servicer without reference to the amount of
the Class B Investor Interest) and which continues unremedied for a period of 60
days after the date on which written notice of such failure, requiring the same
to be remedied, shall have been given to the Transferor by the Trustee, or to
the Transferor and the Trustee by the Holders of Investor Certificates
evidencing Undivided Interests aggregating not less than 50% of the Investor
Interest of this Series 2000-1, and continues to affect materially and adversely
the interests of the Series 2000-1 Certificate- holders (which determination
shall be made by the Servicer without reference to the amount of the Class B
Investor Interest) for such period;

(b) any representation or warranty made by the Transferor in the
Agreement or this Series Supplement, or any information contained in a computer
file or microfiche list required to be delivered by the Transferor pursuant to
Section 2.1 or 2.6 of the Agreement, (i) shall prove to have been incorrect in
any material respect when made or when delivered, which continues to be
incorrect in any material respect for a period of 60 days after the date on
which written notice of such failure, requiring the same to be remedied, shall
have been given to the Transferor by the Trustee, or to the Transferor and the
Trustee by the Holders of Investor Certificates evidencing Undivided Interests
aggregating not less than 50% of the Investor Interest of this Series 2000-1,
and (ii) as a result of which the interests of the Series 2000-1
Certificateholders are materially and adversely affected (which determination
shall be made by the Servicer without reference to the amount of the Class B
Investor Interest) and continue to be materially and adversely affected for such
period; provided, however, that a Series 2000-1 Pay Out Event pursuant to this
subsection 9(b) hereof shall not be deemed to have occurred hereunder if the
Transferor has accepted reassignment of the related Receivable, or all of such
Receivables, if applicable, during such period in accordance with the provisions
of the Agreement;

-38-

(c) the average Portfolio Yield for any three consecutive Monthly
Periods is reduced to a rate which is less than the average Base Rate for such
period;

(d) the Transferor shall fail to convey Receivables arising under
Additional Accounts, or Participations, to the Trust, as required by subsection
2.6(a) of the Agreement;

(e) any Servicer Default shall occur which would have a material
adverse effect on the Series 2000-1 Certificateholders; or

(f) the Class A Investor Interest shall not be paid in full on the
Class A Scheduled Payment Date;

then, in the case of any event described in subsection 9(a), (b) or (e) hereof,
after the applicable grace period set forth in such subparagraphs, either the
Trustee or Holders of Investor Certificates and the Class B Certificateholder
evidencing Undivided Interests aggregating not less than 50% of the Investor
Interest of this Series 2000-1 by notice then given in writing to the Transferor
and the Servicer (and to the Trustee if given by the Certificateholders) may
declare that a pay out event (a "Series 2000-1 Pay Out Event") has occurred as
of the date of such notice, and in the case of any event described in subsection
9(c), (d) or (f) hereof, a Series 2000-1 Pay Out Event shall occur without any
notice or other action on the part of the Trustee or the Investor
Certificateholders immediately upon the occurrence of such event.

SECTION 10. [RESERVED]

SECTION 11. Series 2000-1 Termination. The right of the Investor
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 2000-1 Termination Date.

SECTION 12. Counterparts. This Series Supplement may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.

SECTION 13. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF
NEW YORK.

SECTION 14. No Petition. The Transferor, the Servicer and the Trustee,
by entering into this Series Supplement and each Certificateholder, by accepting
a Series 2000-1 Certificate hereby covenant and agree that they will not at any
time institute against the Trust, or join in any institution against the Trust
of, any bankruptcy proceedings under any United States

-39-

Federal or state bankruptcy or similar law in connection with any obligations
relating to the Investor Certificateholders, the Agreement or this Series
Supplement.

SECTION 15. Tax Representation and Covenant. Any Class B
Certificateholder shall be required to represent and covenant in connection with
such acquisition that (x) it has neither acquired, nor will it sell, trade or
transfer any interest in the Trust or cause any interest in the Trust to be
marketed on or through an "established securities market" within the meaning of
Code section 7704(b)(1), including without limitation an interdealer quotation
system that regularly disseminates firm buy or sell quotations by identified
brokers or dealers by electronic means or otherwise, (y) unless the Transferor
consents otherwise, such holder (i) is properly classified as, and will remain
classified as, a "corporation" as described in Code section 7701(a)(3) and (ii)
is not, and will not become, an S corporation as described in Code section 1361,
and (z) it will (i) cause any participant with respect to such interest
otherwise permitted hereunder to make similar representations and covenants for
the benefit of the Transferor and the Trust and (ii) forward a copy of such
representations and covenants to the Trustee. Each such holder shall further
agree in connection with its acquisition of such interest that, in the event of
any breach of its (or its participant's) representation and covenant that it (or
its participant) is and shall remain classified as a corporation other than an S
corporation, the Transferor shall have the right to procure a replacement
investor to replace such holder (or its participant), and further that such
holder shall take all actions necessary to permit such replacement investor to
succeed to its rights and obligations as a holder (or to the rights of its
participant).

SECTION 16. No Recourse to Chase Manhattan Bank USA, N.A. It is
expressly understood and agreed by and between the parties hereto (i) that this
Agreement is executed and delivered by Chase Manhattan Bank USA, N.A. ("Chase
USA"), not in its individual capacity but solely as owner trustee under the
Trust Agreement of the Transferor, as amended and supplemented from time to
time, in the exercise of the power and authority conferred and vested in such
owner trustee, (ii) each of the representations, undertakings and agreements
made herein by the Transferor are not personal representations, undertakings and
agreements of Chase USA, but are binding only on the Transferor, (iii) nothing
contained herein shall be construed as creating any liability on Chase USA,
individually or personally, to preform any covenant of the Transferor either
expressed or implied herein, all such liability, if any, being expressly waived
by the parties hereto and by any person claiming by, through or under any such
party and (iv) under no circumstances shall Chase USA be personally liable for
the payment of any indebtedness or expense of the Transferor or be liable for
the breach or failure of any obligation, representation, warranty or covenant
made or undertaken by the Transferor under this Agreement.

-40-

IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 2000-1 Supplement to be duly executed by their respective
officers as of the day and year first above written.

▇▇▇▇▇▇▇ ASSET FUNDING COMPANY,
as Transferor

By: CHASE MANHATTAN BANK USA, N.A.,
not in its individual capacity but
solely as owner trustee

By:
-------------------------------------
Name:
Title:

▇▇▇▇▇▇▇ NATIONAL BANK,
as Servicer

By:
-------------------------------------
Name:
Title:

THE CHASE MANHATTAN BANK,
as Trustee

By:
-------------------------------------
Name:
Title:

-▇▇-

▇▇▇▇▇▇▇ ▇-▇

FORM OF CERTIFICATE
-------------------

CLASS A

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
("DTC"), TO ▇▇▇▇▇▇▇ ASSET FUNDING COMPANY OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME
AS REQUESTED BY AN AUTHORIZED REPRESEN- TATIVE OF DTC (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESEN- TATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF ▇▇▇▇▇▇▇
ASSET FUNDING COMPANY THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE
ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" OR
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")AND THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION
IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) ERISA) THAT IS SUBJECT TO THE PROVISIONS OF
TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE
CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.

-1-

No. ___ $200,000,000

CUSIP NO. ▇▇▇▇▇▇▇▇▇

▇▇▇▇▇▇▇ CREDIT CARD MASTER TRUST I
CLASS A FLOATING RATE
ASSET BACKED CERTIFICATE, SERIES 2000-1

Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of private label credit card receivables acquired by ▇▇▇▇▇▇▇ Asset
Funding Company ("DAFC") and other assets and interests constituting the Trust
under the Pooling and Servicing Agreement described below.

(Not an interest in or obligation of
DAFC
or any Affiliate thereof.)

This certifies that CEDE & CO. (the "Class A Certificateholder") is
the registered owner of an Undivided Interest in a trust (the "Trust"), the
corpus of which consists of a portfolio of receivables (the "Receivables") now
existing or hereafter created and arising in connection with selected credit
card accounts (the "Accounts") acquired by DAFC, all monies due or to become due
in payment of the Receivables (including all Finance Charge Receivables), the
right to certain amounts received as Recoveries (if any), the benefits of the
Class B Investor Interest, all proceeds of the foregoing and the other assets
and interests constituting the Trust pursuant to the Amended and Restated
Pooling and Servicing Agreement dated as of June 28, 2000 as supplemented by the
Series 2000-1 Supplement dated as of June 28, 2000 (collectively, the "Pooling
and Servicing Agreement"), by and among DAFC, as Transferor, ▇▇▇▇▇▇▇ National
Bank, as Servicer, and The Chase Manhattan Bank, as Trustee (the "Trustee"). To
the extent not defined herein, capitalized terms used herein have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

The Series 2000-1 Certificates are issued in one class, the Class A
Certificates (of which this certificate is one).

The Transferor has structured the Pooling and Servicing Agreement and
the Series 2000-1 Certificates with the intention that the Series 2000-1
Certificates will qualify under applicable tax law as indebtedness, and each of
the Transferor, the Holder of the Transferor Certificate, the Servicer and each
Series 2000-1 Certificateholder (or Series 2000-1 Certificate Owner) by
acceptance of its Series 2000-1 Certificate (or in the case of a Series 2000- 1
Certificate Owner, by virtue of such Series 2000-1 Certificate Owner's
acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 2000-1 Certificates (or

-2-

any beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or
measured by income. Each Series 2000-1 Certificateholder agrees that it will
cause any Series 2000-1 Certificate Owner acquiring an interest in a Series
2000-1 Certificate through it to comply with the Pooling and Servicing Agreement
as to treatment of the Series 2000-1 Certificates as indebtedness for certain
tax purposes.

This Class A Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement, to which
Pooling and Servicing Agreement, as amended from time to time, the Class A
Certificateholder by virtue of the acceptance hereof assents and by which the
Class A Certificateholder is bound. This Class A Certificate is one of a duly
authorized Series of Investor Certificates entitled "Class A Floating Rate Asset
Backed Certificates, Series 2000-1" (the "Class A Certificates"), each of which
represents an Undivided Interest in the Trust, including the right to receive
the Collections and other amounts allocated to the Class A Certificates at the
times and in the amounts specified in the Pooling and Servicing Agreement and to
be deposited in the Investor Accounts, the Principal Funding Account and the
Reserve Account or paid to the Class A Certificateholders.

Also issued under the Pooling and Servicing Agreement are the "Class B
Asset Backed Certificates, Series 2000-1" (the "Class B Certificates " and
collectively with the Class A Certificates, the "Investor Certificates"), which
represent an Undivided Interest in the Trust subordinate to the Class A
Certificates. The subordination of the Class B Certificates to the Class A
Certificates shall constitute the Credit En- hancement for the Class A
Certificates.

The aggregate interest represented by the Class A Certificates at any
time in the Principal Receivables in the Trust shall not exceed an amount equal
to the Class A Investor Interest, at such time. As of the Closing Date, the
Class A Initial Investor Interest is $200,000,000 and the Class B Initial
Investor Interest is $59,740,260.

The Class A Investor Interest on any date of determination will be an
amount equal to (a) the Class A Initial Investor Interest minus (b) the
aggregate amount of payments of principal made to the Class A Certificateholders
prior to such date of determination, and minus (c) the excess, if any, of the
aggregate amount of Class A Investor Charge-Offs pursuant to subsection 4.10(a)
of the Pooling and Servicing Agreement over Class A Investor Charge-Offs
reimbursed prior to such date of determination pursuant to subsection 4.11(b) of
the Pooling and Servicing Agreement; provided, however, that the Class A
Investor Interest may not be reduced below zero.

-3-

For the purpose of allocating Collections of Finance Charge
Receivables and Receivables in Defaulted Accounts for each Monthly Period during
the Controlled Accumulation Period, the Class A Investor Interest will be
further reduced (such reduced amount, the "Class A Adjusted Investor Interest")
by the aggregate principal amount of funds on deposit in the Principal Funding
Account. The Class A Investor Interest together with the aggregate interest
represented by the Class B Certificates in the Principal Receivables in the
Trust (the "Class B Investor Interest") are sometimes collectively referred to
herein as the "Investor Interest."

In addition to the Class A Certificates and the Class B Certificates,
a Transferor Certificate representing an undivided interest in the Trust will be
issued to the Transferor pursuant to the Pooling and Servicing Agreement. The
Transferor Certificate will represent the interest in the Principal Receivables
not represented by all of the Series of Investor Certificates issued by the
Trust. The Transferor Certificate may be exchanged by the Transferor pursuant to
the Pooling and Servicing Agreement for a newly issued Series of Investor
Certificates and a reissued Transferor Certificate upon the conditions set forth
in the Pooling and Servicing Agreement.

Interest will accrue on the Class A Certificates from the Closing Date
at the rate of one month LIBOR plus 0.27%, and will be distributed on August 15,
2000 and on the 15th day of each calendar month thereafter, or if such day is
not a Business Day, on the next succeeding Business Day (a "Distribution Date"),
to the Class A Certificateholders of record as of the last Business Day of the
calendar month preceding such Distribution Date (the "Record Date"). During the
Rapid Amortization Period, in addition to Class A Monthly Interest, Class A
Monthly Principal will be distributed to the Class A Certificateholder on each
Distribution Date until the Class A Certificates have been paid in full. During
the Controlled Accumulation Period, in addition to monthly payments of Class A
Monthly Interest, the amount on deposit in the Principal Funding Account will be
distributed as principal to the Class A Certificateholders on the June, 2005
Distribution Date (the "Class A Scheduled Payment Date"), unless distributed
earlier as a result of the occurrence of a Pay Out Event in accordance with the
Pooling and Servicing Agreement.

On or before each Transfer Date, the Servicer shall instruct the
Trustee in writing to withdraw and the Trustee, acting in accordance with such
instructions, shall withdraw on such Transfer Date, from the Finance Charge
Account to the extent of funds on deposit therein (i) Collections of Finance
Charge Receivables processed as of the end of the preceding Monthly Period which
have been allocated to the Series 2000-1 Certificates, (ii) with respect to the
Class A Certificates, from other amounts constituting Class A Available Funds,
and (iii) with respect to the Class B Certificates, from other amounts
constituting Class B Available Funds, the following amounts:

-4-

(i) (A) a fraction, the numerator of which is the actual number of days in the
related Interest Period and the denominator of which is 360, times (B) the Class
A Certificate Rate in effect with respect to the related Interest Period and
(ii) the outstanding principal balance of Class A Certificates determined as of
the close of business on the Distribution Date preceding the related Transfer
Date (after giving effect to all of the transactions occurring on such date)
("Class A Monthly Interest"), provided, however, that with respect to the first
Distribution Date, Class A Monthly Interest shall be equal to the interest
accrued on the Class A Initial Investor Interest at the applicable Class A
Certificate Rate for the period from the Closing Date through August 15, 2000.

On each Transfer Date, the Trustee shall apply the Class A Available
Funds withdrawn from the Finance Charge Account, as required by the Pooling and
Servicing Agreement, in the following order of priority: (i) an amount equal to
the Class A Monthly Interest for such Transfer Date, plus the amount of any
Class A Deficiency Amount for such Transfer Date, plus the amount of any Class A
Additional Interest for such Transfer Date, (ii) an amount equal to the Class A
Servicing Fee for such Transfer Date plus the amount of any Class A Servicing
Fee due but not paid on any prior Transfer Date and (iii) an amount equal to the
Class A Investor Default Amount, if any, for the preceding Monthly Period. The
balance of the amount withdrawn from the Finance Charge Account allocable to the
Series 2000-1 Certificates, if any, after giving effect to the applications
above shall constitute "Excess Spread."

On or before the Transfer Date immediately succeeding the Monthly
Period in which the Controlled Accumulation Period or the Rapid Amortization
Period commences and on or before each Transfer Date thereafter, the Servicer
shall instruct the Trustee in writing to withdraw, and the Trustee, acting in
accordance with such instructions, shall withdraw on such Transfer Date from the
Principal Account an amount equal to the Available Investor Principal
Collections on deposit in the Principal Account and from such amounts, (A)
deposit an amount equal to Class A Monthly Principal (i) during the Controlled
Accumulation Period, into the Principal Funding Account, and (ii) during the
Rapid Amortization Period, into the Distribution Account and (B) an amount equal
to Class B Monthly Principal shall be used for payment of Class B Monthly
Principal.

On the earlier to occur of the first Transfer Date with respect to the
Rapid Amortization Period or the Transfer Date immediately preceding the Class A
Scheduled Payment Date, the Servicer shall instruct the Trustee to withdraw, and
the Trustee shall withdraw from the Principal Funding Account and deposit in the
Distribution Account the amount on deposit in the Principal Funding Account.

-5-

On the Class A Scheduled Payment Date or on each Distribution Date
with respect to a Rapid Amortization Period, the Trustee shall pay from amounts
on deposit in the Distribution Account an amount equal to the lesser of the
Class A Investor Interest and the amount of Available Investor Principal
Collections on deposit in the Distribution Account with respect to the related
Monthly Period, and after the Class A Certificates have been paid in full (after
taking into account distributions to be made on the related Distribution Date),
Available Investor Principal Collections shall be applied to the Class B
Certificates as specified in the Pooling and Servicing Agreement.

On each Distribution Date, the Trustee shall pay to the Class A
Certificateholders the amount deposited on the related Transfer Date into the
Distribution Account in respect of Class A Monthly Interest. Distributions with
respect to this Series 2000-1 Certificate will be made by the Trustee by, except
as otherwise provided in the Pooling and Servicing Agreement, check mailed to
the address of each Series 2000-1 Certificateholder of record appearing in the
Certificate Register and except for the final distribution in respect of this
Series 2000-1 Certificate, without the presentation or surrender of this Series
2000-1 Certificate or the making of any notation thereon; provided, however,
that with respect to Series 2000-1 Certificates registered in the name of the
nominee of a Clearing Agency, distributions will be made in the form of
immediately available funds.

This Class A Certificate represents an interest in only the Dillard
Credit Card Master Trust I. This Class A Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 2000-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other govern-
mental agency. This Series 2000-1 Certificate is limited in right of payment to
certain collections respecting the Receivables, all as more specifically set
forth hereinabove and in the Pooling and Servicing Agreement.

The Transfer of this Class A Certificate shall be registered in the
Certificate Register upon surrender of this agency maintained by the Transfer
Agent and Registrar accompanied by a written instrument of transfer in a form
satisfactory to the Trustee and the Transfer Agent and Registrar duly executed
by the Class A Certificateholder or such Class A Certificateholder's
attorney-in-fact duly authorized in writing, and thereupon one or more new Class
A Certificates of authorized denominations and for the same aggregate Undivided
Interests will be issued to the designated transferee or transferees.

The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class A
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and

-6-

Registrar, nor any agent of any of them or of any such agent shall be affected
by notice to the contrary except in certain circumstances described in the
Pooling and Servicing Agreement.

The Pooling and Servicing Agreement provides that the right of the
Series 2000-1 Certificateholders to receive payment from the Trust will
terminate on the first Business Day following the Series 2000-1 Termination
Date. Upon the termination of the Trust pursuant to Section 12.1 of the Pooling
and Servicing Agreement, the Trustee shall assign and convey to the Holder of
the Transferor Certificate (without recourse, representation or warranty) all
right, title and interest of the Trust in the Receivables, whether then existing
or thereafter created, and all proceeds of such Receivables and Insurance
Proceeds relating to such Receivables. The Trustee shall execute and deliver
such instruments of transfer and assignment, in each case without recourse, as
shall be prepared by the Servicer reasonably requested by the Holder of the
Transferor Certificate to vest in such Holder all right, title and interest
which the Trustee had in the Receivables.

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

-7-

IN WITNESS WHEREOF, Dillard Asset Funding Company has caused this
Class A Certificate to be duly executed.

DILLARD ASSET FUNDING COMPANY

By: CHASE MANHATTAN BANK USA, N.A., not in
its individual capacity but solely as
owner trustee

By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------

Dated:
---------------

-8-

Form of Trustee's Certificate of Authentication
-----------------------------------------------

CERTIFICATE OF AUTHENTICATION
-----------------------------

This is one of the Class A Certificates of Dillard Credit Card Master
Trust I, Series 2000-1, referred to in the within-mentioned Pooling and
Servicing Agreement.

THE CHASE MANHATTAN BANK, as
Trustee

By:
------------------------------
Authorized Signatory

Dated:
-------------------

EXHIBIT A-2

FORM OF CERTIFICATE
-------------------

CLASS B

EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF DILLARD
ASSET FUNDING COMPANY THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE,
DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF
COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE OR
HOLDING OF THIS CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT IN THE
ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT PLAN" OR
SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")AND THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") AND WILL NOT
SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY OBLIGATION
IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) ERISA) THAT IS SUBJECT TO THE PROVISIONS OF
TITLE I OF ERISA, (II) A PLAN DESCRIBED IN SECTION 4975(E)(1) OF THE
CODE, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.

AS A CONDITION PRECEDENT TO THE TRANSFER OR SALE OF A PARTICIPATION
INTEREST IN THIS CLASS B CERTIFICATE THE TRUSTEE AND THE TRANSFEROR
SHALL HAVE RECEIVED AN OPINION OF OUTSIDE TAX COUNSEL TO THE EFFECT
THAT (I) THE CLASS B CERTIFICATE TRANSFERED TO THIRD PARTIES WILL BE
CHARACTERIZED AS INDEBTEDNESS OR AN INTEREST IN A PARTNERSHIP (NOT
TAXABLE AS A CORPORATION) FOR FEDERAL INCOME TAX PURPOSES, (II) THE
TRANSFER WILL NOT CAUSE OUTSTANDING CLASS A CERTIFICATES TO BE
CHARACTERIZED AS OTHER THAN INDEBTEDNESS FOR FEDERAL INCOME TAX
PURPOSES AND (III) THE TRANSFER WILL NOT BE TREATED AS A TAXABLE SALE,
EXCHANGE OR OTHER DISPOSITION FOR FEDERAL INCOME TAX PURPOSES, (A) IN
THE REASONABLE BELIEF OF THE TRANSFEROR, AS EVIDENCED BY AN OFFICER'S
CERTIFICATE, SUCH TRANSFER WOULD NOT CAUSE A PAY OUT EVENT TO OCCUR,
OR AN EVENT WHICH, WITH NOTICE OR LAPSE OF TIME OR BOTH, WOULD
CONSTITUTE A PAY OUT EVENT, AND (B) THE RATING AGENCY CONDITION SHALL
HAVE BEEN SATISFIED.

-1-

SERIES 2000-1 CLASS B CERTIFICATE

THIS CERTIFICATE WAS ISSUED PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND FROM APPLICABLE
STATE SECURITIES LAWS, AND IS NOT TRANSFERRABLE WITHOUT COMPLIANCE WITH THE
REGISTRATION REQUIREMENT OF ALL APPLICABLE SECURITIES LAWS OR THE AVAILABILITY
OF EXEMPTIONS THEREFROM.

NO. 1 $59,740,260

DILLARD CREDIT CARD MASTER TRUST I
SERIES 2000-1 CLASS B CERTIFICATE

Evidencing an Undivided Interest in a trust, the corpus of which consists of a
portfolio of private label credit card receivables acquired by Dillard Asset
Funding Company ("DAFC") and other assets and interests constituting the Trust
under the Pooling and Servicing Agreement described below.

(Not an interest in or obligation of
DAFC
or any Affiliate thereof.)

This certifies that Condev Nevada Inc. (the "Class B Certificateholder") is the
registered owner of an Undivided Interest in a trust (the "Trust"), the corpus
of which consists of a portfolio of receivables (the "Receivables") now existing
or hereafter created and arising in connection with selected credit card
accounts (the "Accounts") acquired by DAFC, all monies due or to become due in
payment of the Receivables (including all Finance Charge Receivables), the right
to certain amounts received as Recoveries (if any), and the other assets and
interests constituting the Trust pursuant to the Amended and Restated Pooling
and Servicing Agreement dated as of June 28, 2000 as supplemented by the Series
2000-1 Supplement dated as of June 28, 2000 (collectively, the "Pooling and
Servicing Agreement"), by and among DAFC, as Transferor, ▇▇▇▇▇▇▇ National Bank,
as Servicer, and The Chase Manhattan Bank, as Trustee (the "Trustee"). To the
extent not defined herein, capitalized terms used herein have the respective
meanings assigned to them in the Pooling and Servicing Agreement.

-2-

acquisition of a beneficial interest therein), agrees to treat and to take no
action inconsistent with the treatment of the Series 2000-1 Certificates (or any
beneficial interest therein) as indebtedness for purposes of federal, state,
local and foreign income or franchise taxes and any other tax imposed on or
measured by income. Each Series 2000-1 Certificateholder agrees that it will
cause any Series 2000-1 Certificate Owner acquiring an interest in a Series
2000-1 Certificate through it to comply with the Pooling and Servicing Agreement
as to treatment of the Series 2000-1 Certificates as indebtedness for certain
tax purposes.

To the extent not defined herein, capitalized terms used herein have
the meanings assigned in the Pooling and Servicing Agreement. This Class B
Certificate is issued under and is subject to the terms, provisions and
conditions of the Pooling and Servicing Agreement to which Pooling and Servicing
Agreement, as amended from time to time the Class B Certificateholder by virtue
of its acceptance hereof assents and by which the Class B Certificateholder is
bound.

This Class B Certificate is subordinated in right of payment to the
Class A Certificates.

This Class B Certificate represents an interest in only the Dillard
Credit Card Master Trust I. This Class B Certificate does not represent an
obligation of, or an interest in, the Transferor or the Servicer, and neither
the Series 2000-1 Certificates nor the Accounts or Receivables are insured or
guaranteed by the Federal Deposit Insurance Corporation or any other govern-
mental agency. This Class B Certificate is limited in right of payment to
certain collections respecting the Receivables, all as more specifically set
forth in the Pooling and Servicing Agreement.

As a condition precedent to the transfer of this Class B Certificate
the Trustee and the Transferor shall have received an opinion of outside tax
counsel to the effect that (i) the Class B Certificate transfered to third
parties will be characterized as indebtedness or an interest in a partnership
(not taxable as a corporation) for federal income tax purposes, (ii) the
transfer will not cause outstanding Class A Certificates to be characterized as
other than indebtedness for federal income tax purposes and (iii) the transfer
will not be treated as a taxable sale, exchange or other disposition for federal
income tax purposes, (B) in the reasonable belief of the Transferor, as
evidenced by an Officer's Certificate, such transfer would not cause a Pay Out
Event to occur, or an event which, with notice or lapse of time or both, would
constitute a Pay Out Event, and (C) the Rating Agency Condition shall have been
satisfied.

The Servicer, the Trustee and the Transfer Agent and Registrar, and
any agent of any of them, may treat the Person in whose name this Class B

-3-

Certificate is registered as the owner hereof for all purposes, and neither the
Servicer, the Trustee, the Paying Agent, the Transfer Agent and Registrar, nor
any agent of any of them or of any such agent shall be affected by notice to the
contrary except in certain circumstances described in the Pooling and Servicing
Agreement.

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

-4-

IN WITNESS WHEREOF, Dillard Asset Funding Company has caused this
Class B Certificate to be duly executed.

DILLARD ASSET FUNDING COMPANY

By: CHASE MANHATTAN BANK USA, N.A., not in
its individual capacity but solely as
owner trustee

By:
----------------------------------
Name:
--------------------------------
Title:
--------------------------------

Dated:
---------------

-5-

Form of Trustee's Certificate of Authentication
-----------------------------------------------

CERTIFICATE OF AUTHENTICATION
-----------------------------

This is the Class B Certificate of Dillard Credit Card Master Trust
I, Series 2000-1, referred to in the within-mentioned Pooling and Servicing
Agreement.

THE CHASE MANHATTAN BANK, as
Trustee

By:______________________________
Authorized Signatory

Dated:_____________

Transferor,

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