Exhibit 4.2


                 FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__]

                                    Issuer

                              [INDENTURE TRUSTEE]

                               Indenture Trustee

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

                                SERIES 2001-[_]

                             INDENTURE SUPPLEMENT

                         Dated as of [______ __, 200_]

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






               SERIES 2001-[_] FLOATING RATE ASSET BACKED NOTES,

                              CLASS A AND CLASS B


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<TABLE>
<CAPTION>
                      Table of Contents

                                                                                       Page
                                   ARTICLE I

                       CREATION OF SERIES 2001-[_] NOTES

<S>            <C>                                                                      <C>
Section 1.01.   Designation..............................................................2

                                  ARTICLE II

                                  DEFINITIONS

Section 2.01.   Definitions..............................................................3
Section 2.02.   Other Definitional Provisions...........................................14

                                  ARTICLE III

                                 SERVICING FEE

Section 3.01.   Servicing Compensation..................................................14

                                  ARTICLE IV

           RIGHTS OF SERIES 2001-[_] NOTEHOLDERS AND ALLOCATION AND
                          APPLICATION OF COLLECTIONS

Section 4.01.   Collections and Allocations.............................................15
Section 4.02.   Determination of Monthly Interest.......................................16
Section 4.03.   Determination of Monthly Principal......................................17
Section 4.04.   Application of Available Funds on Deposit in Collection Account and Other
                Sources.................................................................17
Section 4.05.   Investor Charge-Offs....................................................21
Section 4.06.   Reallocated Principal Collections.......................................22
Section 4.07.   Excess Interest Collections.............................................22
Section 4.08.   Shared Principal Collections............................................23
Section 4.09.   Available Subordinated Amount...........................................23
Section 4.10.   Principal Funding Account...............................................24
Section 4.11.   Reserve Fund............................................................25
Section 4.12.   [Reserved]..............................................................26
Section 4.13.   Determination of LIBOR..................................................26
Section 4.14.   Investment Instructions.................................................27

                                   ARTICLE V

         DELIVERY OF SERIES 2001-[_] NOTES; DISTRIBUTIONS; REPORTS TO
                          SERIES 2001-[_] NOTEHOLDERS

Section 5.01.   Delivery and Payment for Series 2001-[_] Notes..........................27
Section 5.02.   Distributions...........................................................27
Section 5.03.   Reports and Statements to Series 2001-[_] Noteholders...................28

                                  ARTICLE VI

                      SERIES 2001-[_] AMORTIZATION EVENTS

 Section 6.01.   Series 2001-[_] Amortization Events.....................................29

                                  ARTICLE VII

          REDEMPTION OF SERIES 2001-[_] NOTES; SERIES FINAL MATURITY;
                              FINAL DISTRIBUTIONS

 Section 7.01.   Optional Redemption of Series 2001-[_] Notes............................30
 Section 7.02.   Series Final Maturity...................................................31

                                 ARTICLE VIII

                           MISCELLANEOUS PROVISIONS

 Section 8.01.   Execution and Delivery of Interest Rate Swap............................32
 Section 8.02.   Ratification of Agreement...............................................32
 Section 8.03.   Form of Delivery of Series 2001-[_] Notes...............................32
 Section 8.04.   Counterparts............................................................32
 Section 8.05.   Governing Law...........................................................32
 Section 8.06.   Effect of Headings and Table of Contents................................32

</TABLE>


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         SERIES 2001-[_] INDENTURE SUPPLEMENT, dated as of [______ __, 200_],
by and between [FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__], a Delaware
business trust, as Issuer, and [INDENTURE TRUSTEE], a [__________] banking
[association] [corporation], as Indenture Trustee.

                                   RECITALS

         A. Section 2.12 of the Indenture provides, among other things, that
the Issuer and the Indenture Trustee may at any time and from time to time
enter into an Indenture Supplement to authorize the issuance by the Issuer of
Notes in one or more Series.

         B. The parties to this Indenture Supplement, by executing and
delivering this Indenture Supplement, are providing for the creation of the
Series 2001-[_] Notes and specifying the Principal Terms thereof.

         In consideration of the mutual covenants and agreements contained in
this Indenture Supplement, and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:

                               GRANTING CLAUSES

         In addition to the Grant of the Indenture, the Issuer hereby Grants
to the Indenture Trustee, for the exclusive benefit of the Holders of the
Series 2001-[_] Notes and of the Swap Counterparty (but only to the extent of
its right to receive amounts owed thereto under the Interest Rate Swap), all
of the Issuer's right, title and interest (whether now owned or hereafter
acquired) in, to and under:

               (i) all Collections on the Receivables allocated to the Holders
          of the Series 2001-[_] Notes;

               (ii) all Collections on, if applicable, interests in Other
          Floorplan Assets allocated to the Holders of the Series 2001-[_]
          Notes;

               (iii) all Eligible Investments and all monies, instruments,
          securities, security entitlements, documents, certificates of
          deposit and other property from time to time on deposit in or
          credited to the Series 2001-[_] Accounts (including any subaccount
          thereof) and in all interest, proceeds, earnings, income, revenue,
          dividends and other distributions thereof (including any accrued
          discount realized on liquidation of any investment purchased at a
          discount);

               (iv) all rights, remedies, powers, privileges and claims of the
          Issuer under or with respect to the Interest Rate Swap (whether
          arising pursuant to the terms of such agreement or otherwise
          available to the Issuer at law or in equity), including the rights
          of the Issuer to enforce the Interest Rate Swap and to give or
          withhold any and all consents, requests, notices, directions,
          approvals, extensions or waivers under or with respect to the
          Interest Rate Swap; and

               (v) all present and future claims, demands, causes of action
          and choses in action regarding any of the foregoing and all payments
          on any of the foregoing and all proceeds of any nature whatsoever
          regarding any of the foregoing, including all proceeds of the
          voluntary or involuntary conversion thereof into cash or other
          liquid property and all cash proceeds, accounts, accounts
          receivable, notes, drafts, acceptances, chattel paper, checks,
          deposit accounts, insurance proceeds, condemnation awards, rights to
          payment of any kind and other forms of obligations and receivables,
          instruments and other property that at any time constitute any part
          of or are included in the proceeds of any of the foregoing.

         The foregoing Grants are made in trust to secure (a) the Issuer's
obligations under the Series 2001-[_] Notes equally and ratably without
prejudice, priority, or distinction between any 2001-[_] Note and any other
2001-[_] Notes, (b) the Issuer's obligations under the Interest Rate Swap (but
only to the extent of its right to receive amounts owed thereto under the
Interest Rate Swap), (c) the payment of all other sums payable under the
2001-[_] Notes, the Indenture and this Indenture Supplement and (d) the
compliance with the terms and conditions of the 2001-[_] Notes, the Indenture
and this Indenture Supplement and the Interest Rate Swap, all as provided
herein or therein.

         The Indenture Trustee acknowledges such Grant, accepts the trusts
hereunder in accordance with the provisions hereof and agrees to perform the
duties herein.

                                  ARTICLE I

                       CREATION OF SERIES 2001-[_] NOTES

         Section 1.01. Designation.

         (a) There is hereby created a Series of Notes to be issued by the
Issuer on the Closing Date pursuant to the Indenture and this Indenture
Supplement to be known as the "Series 2001-[_] [Floating Rate] Asset Backed
Notes" or the "Series 2001-[_] Notes." The Series 2001-[_] Notes will be
issued in [two] Classes, the first of which will be known as the "Series
2001-[_] [Floating Rate] Asset Backed Notes, Class A" the second of which will
be known as the "Series 2001-[_] [Floating Rate] Asset Backed Notes, Class B."
The Series 2001-[_] Notes will be due and payable on the Series 2001-[_] Final
Maturity Date.

         (b) Series 2001-[_] will be in Excess Interest Sharing Group [One]
and in Principal Sharing Group [One]. Series 2001-[_] will not be a Shared
Enhancement Series or in an Interest Reallocation Group. Series 2001-[_] will
not be subordinated to any other Series.

         (c) The Series 2001-[_] Notes are "Notes" and this Indenture
Supplement is an "Indenture Supplement" for all purposes under the Indenture.
If any provision of the Series 2001-[_] Notes or this Indenture Supplement
conflicts with or is inconsistent with any provision of the Indenture, the
provisions of the Series 2001-[_] Notes or this Indenture Supplement, as the
case may be, control.

         (d) Each term defined in Section 2.01 of this Indenture Supplement
relates only to Series 2001-[_] and this Indenture Supplement and to no other
Series or Indenture Supplements.

                                  ARTICLE II

                                  DEFINITIONS

         Section 2.01. Definitions.

         Whenever used in this Indenture, the following words and phrases have
the following meanings, and the definitions of such terms are applicable to
the singular as well as the plural forms of such terms and to the masculine as
well as to the feminine and neuter genders of such terms.

         "Accumulation Period Factor" means, with respect to any Collection
Period, a fraction, the numerator of which is equal to the sum of the initial
invested amounts of all outstanding Series in Principal Sharing Group [One]
and the denominator of which is equal to the sum of (a) the Initial Invested
Amount and (b) the initial invested amounts of all outstanding Series in
Principal Sharing Group [One] (other than Series 2001-[_]) that are not
expected to be in their revolving periods from such date to the Expected Final
Payment Date; provided, however, that this definition may be changed at any
time upon receipt by the Indenture Trustee of an Officer's Certificate from
the Transferor that such change will not have an Adverse Effect.

         "Accumulation Period Length" has the meaning specified in Section
4.04(g).

         "Additional Interest" means, with respect to any Distribution Date,
the Class A Additional Interest and the Class B Additional Interest for such
Distribution Date.

         "Adjusted Invested Amount" means, with respect to the Series 2001-[_]
Notes as of any date of determination, an amount equal to the Invested Amount
minus the Principal Funding Account Balance on such date.

         "Adjusted Pool Balance" means, for any date of determination, the sum
of the Pool Balance as of such date and the amounts on deposit in the Excess
Funding Account on such date.

         "Adjustment Payments" has the meaning specified in the Transfer and
Servicing Agreement[s].

         "Available Investor Interest Collections" means, with respect to any
Distribution Date, an amount equal to the sum of (a) Investor Interest
Collections with respect to such Distribution Date, (b) all interest and
earnings on Eligible Investments credited to the Principal Funding Account and
the Reserve Fund (net of losses and investment expenses) during the period
commencing on and including the Distribution Date immediately preceding such
Distribution Date and ending on but excluding such Distribution Date and (c)
all amounts received from the Swap Counterparty under the Interest Rate Swap
with respect to such Distribution Date.

         "Available Investor Principal Collections" means, with respect to any
Distribution Date, an amount equal to (a) the sum of (i) Investor Principal
Collections with respect to such Distribution Date, (ii) on the Termination
Date, all funds in the Reserve Fund, if any, after giving effect to Section
4.04(b)(iii) and (iii) any Shared Principal Collections with respect to other
Series in Principal Sharing Group [One] (including any amounts on deposit in
the Excess Funding Account that are allocated to Series 2001-[_] pursuant to
the Indenture for application as Shared Principal Collections), minus (b)
Reallocated Principal Collections with respect to such Distribution Date.

         "Available Subordinated Amount" means, with respect to the first
Determination Date, an amount equal to the Required Subordinated Amount. The
Available Subordinated Amount for any subsequent Determination Date means an
amount equal to the lesser of (1) the Required Subordinated Amount for such
Determination Date and (2) an amount equal to:

               (a) the Available Subordinated Amount for the prior
          Determination Date; minus

               (b) the amount of any Available Transferor Collections used to
          cover shortfalls of some of the required distributions and deposits
          to be made on the related Distribution Date as provided in clause
          (ii) of Section 4.04(b); minus

               (c) the amount of the Available Subordinated Amount reallocated
          to the Invested Amount as provided in Sections 4.05 and 4.06 in
          order to avoid a reduction of the Invested Amount; plus

               (d) the amount of any Available Investor Interest Collections
          available to be distributed to the Owner Trustee as provided in
          clause (xii) of Section 4.04(a) for distribution to the holders of
          the Transferor Interest in accordance with the Trust Agreement;
          minus

               (e) the Incremental Subordinated Amount for the prior
          Determination Date; plus

               (f) the Incremental Subordinated Amount for such Determination
          Date; minus

               (g) the Subordinated Percentage of the increase in the Series
          2001-[_] Excess Funding Amount since the prior Distribution Date to
          the succeeding Distribution Date; plus

               (h) the Subordinated Percentage of the decrease in the Series
          2001-[_] Excess Funding Amount since the prior Distribution Date to
          the succeeding Distribution Date; plus

               (i) any increases thereof pursuant to Section 4.09(c).

         "Available Transferor Collections" means, with respect to any
Distribution Date, the sum of (a) the Available Transferor Interest
Collections for such date and (b) the Available Transferor Principal
Collections for such date.

         "Available Transferor Interest Collections" means, with respect to
any Distribution Date, an amount equal to the result obtained by multiplying
(a) the excess of (i) the Transferor Percentage for the related Collection
Period over (ii) the Excess Transferor Percentage for such Collection Period
by (b) Interest Collections for the related Deposit Date.

         "Available Transferor Principal Collections" means, with respect to
any Distribution Date, an amount equal to the result obtained by multiplying
(a) the excess of (i) the Transferor Percentage for the related Collection
Period over (ii) the Excess Transferor Percentage for such Collection Period
by (b) Principal Collections for the related Deposit Date.

         "Business Day" means any day other than (a) a Saturday or a Sunday,
(b) any day on which banking institutions or trust companies in the City of
London are authorized or obligated by law, executive order or governmental
decree to be closed or (c) another day on which banking institutions or trust
companies in the State of Michigan or the State of New York are authorized or
obligated by law, executive order or governmental decree to be closed.

         "Class A Additional Interest" has the meaning specified in Section
4.02(a).

         "Class A Interest Shortfall" has the meaning specified in Section
4.02(a).

         "Class A Monthly Interest" has the meaning specified in subsection
4.02(a).

         "Class A Note Initial Principal Balance" means $[_________].

         "Class A Note Interest Rate" means a per annum rate of [___]% in
excess of LIBOR, as determined (i) on [_________], 2001, for the period from
and including the Closing Date through and excluding [_________], 2001 and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter.

         "Class A Note Principal Balance" means, with respect to any date, the
Class A Note Initial Principal Balance, minus the aggregate amount of any
principal payments made to the Class A Noteholders before such date.

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

         "Class A Notes" means any one of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-1.

         "Class B Additional Interest" has the meaning specified in Section
4.02(b).

         "Class B Interest Shortfall" has the meaning specified in Section
4.02(b).

         "Class B Invested Amount" means, as of any date, an amount equal to
(a) the initial principal amount of the Class B Notes minus (b) the amount of
principal previously paid to the Class B Noteholders with respect to the Class
B Notes minus (c) the cumulative amount of unreimbursed Uncovered Reallocated
Principal Collections immediately before such date minus (d) the cumulative
amount of unreimbursed Investor Charge-Offs immediately before such date, but
limited to an amount that would reduce the Class B Invested Amount to zero.

         "Class B Monthly Interest" has the meaning specified in Section
4.02(b).

         "Class B Note Initial Principal Balance" means $[_________].

         "Class B Note Interest Rate" means a per annum rate of [___]% in
excess of LIBOR, as determined (i) on [_________], 2001, for the period from
and including the Closing Date through and excluding [_________], 2001 and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter.

         "Class B Note Principal Balance" means, with respect to any date, the
Class B Note Initial Principal Balance, minus the aggregate amount of any
principal payments made to the Class B Noteholders before such date.

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

         "Class B Notes" means any one of the Notes executed by the Issuer and
authenticated by or on behalf of the Indenture Trustee, substantially in the
form of Exhibit A-2.

         "Closing Date" means [_________], 2001.

         "Controlled Accumulation Amount" means, for any Distribution Date
with respect to the Controlled Accumulation Period, $[___________]; provided,
however, that if the Accumulation Period Length is determined to be less than
[six] months pursuant to Section 4.04(g), the Controlled Accumulation Amount
for each Distribution Date with respect to the Controlled Accumulation Period
will be equal to (a) the product of (i) the sum of the Class A Note Initial
Principal Balance and the Class B Note Initial Principal Balance and (ii) the
Accumulation Period Factor for such Collection Period, divided by (b) the
Required Accumulation Factor Number.

         "Controlled Accumulation Period" means, unless an Amortization Event
has occurred prior thereto, the period beginning at the close of business on
[________], 20[__] or such later date as is determined in accordance with
Section 4.04(g) and ending on the earlier to occur of (a) the close of
business of the day immediately preceding the commencement of the Early
Amortization Period and (b) the end of the Collection Period immediately
preceding the Distribution Date on which the Note Principal Balance will be
paid in full.

         "Controlled Deposit Amount" means, for any Distribution Date with
respect to the Controlled Accumulation Period, an amount equal to the sum of
(a) the Controlled Accumulation Amount for such Distribution Date and (b) any
existing Deficit Controlled Accumulation Amount.

         "Dealer Overconcentration" means, on any Determination Date, any
excess of (a) the average amount of the aggregate Principal Receivables
arising under all the Accounts of a Dealer or a group of affiliated Dealers
for the related Collection Period over (b) [2]% (or [4]% in the case of
Dealers affiliated with AutoNation) of the Pool Balance on the first day of
such Collection Period (or, in either case, a higher percentage so long as the
Rating Agency Condition has been satisfied).

         "Defaulted Amount" means, on any Determination Date, an amount (which
shall not be less than zero) equal to (a) the amount of all Principal
Receivables that became Defaulted Receivables during the immediately preceding
Collection Period, plus (b) if applicable, the principal portion of any
interests in Other Floorplan Assets that defaulted during the immediately
preceding Collection Period, minus (c) the amount of any such Defaulted
Receivables which are subject to reassignment to the Transferor[s] in
accordance with the terms of the Transfer and Servicing Agreement[s] (except
that if an Insolvency Event occurs with respect to [the] [a] Transferor, the
amount of such Defaulted Receivables that are subject to reassignment to such
Transferor shall be zero); minus (d) the amount of any such Defaulted
Receivables which are subject to assignment to the Servicer in accordance with
the terms of the Transfer and Servicing Agreement[s] (except that if an
Insolvency Event occurs with respect to the Servicer, the amount of such
Defaulted Receivables that are subject to reassignment to the Servicer shall
be zero).

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

         "Distribution Date" means [__________], 2001 and the [__]th day of
each calendar month thereafter, or if such [__]th day is not a Business Day,
the next succeeding Business Day.

         "Early Amortization Period" means the period beginning on the first
day of the Collection Period in which an Amortization Event with respect to
Series 2001-[_] occurs (or, if the Servicer is required to make daily deposits
of Collections into the Collection Account pursuant to Section 8.04(b) of the
Indenture, on the day on which such an Amortization Event occurs) and ending
on the earlier to occur of (a) the end of the Collection Period immediately
preceding the Distribution Date on which the Note Principal Balance will be
paid in full and (b) the Series 2001-[_] Final Maturity Date.

         "Excess Interest Collections" has, with respect to Series 2001-[_],
the meaning specified in Section 4.07.

         "Excess Transferor Percentage" means:

               (a) for allocating Interest Collections with respect to any
          Collection Period, the percentage (not less than 0%) equal to 100%
          minus the sum of (i) the Floating Investor Percentage with respect
          to such Collection Period and the sum of the floating investor
          percentages for all other outstanding Series with respect to such
          Collection Period and (ii) the percentage equivalent (not to exceed
          100%) of a fraction, the numerator of which is the Trust Available
          Subordinated Amount as of the Determination Date occurring in the
          immediately preceding Collection Period (after giving effect to the
          allocations, distributions, withdrawals and deposits to be made on
          the Distribution Date immediately following such Determination
          Date), and the denominator of which is the Adjusted Pool Balance as
          of the close of business on the last day of the immediately
          preceding Collection Period; and

               (b) for allocating Principal Collections with respect to any
          Collection Period, the percentage (not less than 0%) equal to 100%
          minus the sum of (i) the floating investor percentages for all
          outstanding Series (including Series 2001-[_]) that are in their
          revolving periods with respect to such Collection Period and the
          fixed investor percentages for all outstanding Series (including
          Series 2001-[_]) that are not in their revolving periods with
          respect to such Collection Period and (ii) the percentage equivalent
          (not to exceed 100%) of a fraction, the numerator of which is the
          Trust Available Subordinated Amount as of the Determination Date
          occurring in the immediately preceding Collection Period (after
          giving effect to the allocations, distributions, withdrawals and
          deposits to be made on the Distribution Date immediately following
          such Determination Date), and the denominator of which is the
          Adjusted Pool Balance as of the close of business on the last day of
          the immediately preceding Collection Period.

         "Expected Final Payment Date" means the [__________] 20[_]
Distribution Date.

         "Fixed Investor Percentage" means, with respect to any Collection
Period or portion thereof occurring after the end of the Revolving Period, the
percentage equivalent (not to exceed 100%) of a fraction, the numerator of
which is the Invested Amount as of the close of business on the last day of
the Revolving Period and the denominator of which is the Adjusted Pool Balance
as of the close of business on the last day of the immediately preceding
Collection Period.

         "Floating Investor Percentage" means, with respect to any Collection
Period, the percentage equivalent (not to exceed 100%) of a fraction, the
numerator of which is the Adjusted Invested Amount as of the close of business
on the last day of the immediately preceding Collection Period (or with
respect to the first Collection Period, the Initial Invested Amount) and the
denominator of which is the Adjusted Pool Balance as of the close of business
on the last day of the immediately preceding Collection Period (or with
respect to the first Collection Period, the Adjusted Pool Balance as of
[_____]).

         "Incremental Subordinated Amount" means as of any Determination Date,
the product of:

               (a) a fraction, (i) the numerator of which is the greater of
          (A) zero and (B) an amount equal to (1) the Adjusted Invested Amount
          as of such Determination Date, plus (2) the product of the Initial
          Invested Amount multiplied by the excess of the Required Pool
          Percentage over 100%, plus (3) the Required Subordinated Amount on
          such Determination Date (without giving effect to the Incremental
          Subordinated Amount), minus (4) the Series 2001-[_] Excess Funding
          Amount as of such Determination Date and (ii) the denominator of
          which is the Pool Balance as of such Determination Date (or with
          respect to the first Collection Period, the Pool Balance as of
          [_____]); times

               (b) the Non-Conforming Receivable Amount as of [the
          Determination Date].

         "Indenture" means the Indenture, dated as of [______ __, 200_],
between the Issuer and the Indenture Trustee, as the same may be amended,
supplemented or otherwise modified from time to time.

         "Indenture Supplement" means this Series 2001-[_] Indenture
Supplement, as the same may be amended, supplemented or otherwise modified
from time to time.

         "Initial Invested Amount" means $[________].

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

         "Interest Rate Swap" means the interest rate swap agreement, dated as
of [________ __, 200_], between the Swap Counterparty and the Issuer in
connection with Series 2001-[_].

         "Interest Collections Shortfall" has the meaning specified in Section
4.07.

         "Invested Amount" means, as of any date of determination, an amount
equal to (a) the initial principal amount of the Series 2001-[_] Notes minus
(b) the amount of principal previously paid to the Series 2001-[_] Noteholders
with respect to the Class A Notes and the Class B Notes minus (c) the
cumulative amount of unreimbursed Uncovered Reallocated Principal Collections
immediately before such date minus (d) the cumulative amount of unreimbursed
Investor Charge-Offs immediately before such date.

         "Investor Charge-Offs" has the meaning specified in Section 4.05.

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

         "Investor Interest Collections" means, with respect to any
Distribution Date, an amount equal to the product of (a) the Floating Investor
Percentage for the related Collection Period and (b) Interest Collections for
such Collection Period.

         "Investor Percentage" means, for any Collection Period, (a) with
respect to Interest Collections and Defaulted Amounts at any time and
Principal Collections during the Revolving Period, the Floating Investor
Percentage, (b) with respect to Principal Collections during the Controlled
Accumulation Period or the Early Amortization Period, the Fixed Investor
Percentage and (c) with respect to Miscellaneous Payments at any time, the
Miscellaneous Investor Percentage.

         "Investor Principal Collections" means, with respect to any
Distribution Date, an amount equal to the sum of (a) the product of (i) the
Investor Percentage applicable for the related Collection Period and (ii)
Principal Collections for such Collection Period, (b) any Available Investor
Interest Collections, Reserve Fund Available Amounts, Excess Interest
Collections from other Series in Excess Interest Sharing Group [One] and
Available Transferor Collections that, as provided in Sections 4.04(a) and
(b), are to be treated as Investor Principal Collections with respect to such
Distribution Date.

         "LIBOR" means, for any Interest Period, the London interbank offered
rate for one-month United States dollar deposits determined by the Indenture
Trustee for each Interest Period in accordance with Section 4.13.

         "LIBOR Determination Date" means (i) [_________], 2001 for the period
from and including the Closing Date through and including [_________], 2001
and (ii) the second London Business Day before the commencement of the second
and each subsequent Interest Period.

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

         "Manufacturer Overconcentration" means, on any Determination Date,
any excess of (a) the average amount of the aggregate Principal Receivables
that relate to a particular Manufacturer other than Ford for the related
Collection Period over (b) [30]% of the Pool Balance on the first day of such
Collection Period (or a higher percentage as may be approved in writing by
each Rating Agency and subject to the conditions and limitations that it may
require).

         "Miscellaneous Payments" means, for any Collection Period, the sum of
the Adjustment Payments and the Transferor Deposit Amounts on deposit in the
Excess Funding Account on the related Distribution Date.

         "Monthly Interest" means, with respect to any Distribution Date, the
sum of the Class A Monthly Interest and the Class B Monthly Interest for such
Distribution Date.

         "Monthly Principal" means the monthly principal distributable in
respect of the Notes as calculated in accordance with Section 4.03.

         "Monthly Principal Payment Rate" means, with respect to any
Collection Period, the percentage equivalent of a fraction, the numerator of
which is the Principal Collections with respect to such Collection Period and
the denominator of which is the Pool Balance on the first day of such
Collection Period.

         "Monthly Servicing Fee" means, for any Distribution Date, an amount
equal to one-twelfth of the product of (a) the Servicing Fee Rate, (b) the
Floating Investor Percentage for the related Collection Period and (c) the
total amount of Principal Receivables and, if applicable, principal portions
of any interests in Other Floorplan Assets as of the close of business on the
last day of the immediately preceding Collection Period, or with respect to
the first Collection Period, the total amount of Principal Receivables as of
the Closing Date, in either case, excluding the principal portion of any
interests in Other Floorplan Assets owned by the Issuer that are not serviced
by the Servicer; provided that with respect to the first Distribution Date,
the Monthly Servicing Fee will equal $[_].

         "Non-Conforming Receivable Amount" means as of any Determination
Date, the excess of:

               (a) the aggregate amount of Ineligible Receivables, Principal
          Receivables in Accounts containing Dealer Overconcentrations and
          Principal Receivables in Accounts containing Manufacturer
          Overconcentrations on such Determination Date, over

               (b) the aggregate amount of Ineligible Receivables, Principal
          Receivables in Accounts containing Dealer Overconcentrations and
          Principal Receivables in Accounts containing Manufacturer
          Overconcentrations that, in each case, became Defaulted Receivables
          during the period beginning on the prior Determination Date and
          ending on the day immediately before the current Determination Date.

         "Note Principal Balance" means, with respect to any date, the sum of
the Class A Note Principal Balance and the Class B Note Principal Balance.

         "Pool Balance" means, for any date of determination, the total amount
of the Principal receivables and, if applicable, the principal portions of any
interests in Other Floorplan Assets owned by the Issuer on such date.

         "Principal Funding Account" has the meaning set forth in Section
4.10(a).

         "Principal Funding Account Balance" means, 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 Sharing Group [One]" means Series 2001-[_] and each other
Series hereafter specified in the related Indenture Supplements to be included
in Principal Sharing Group [One].

         "Principal Shortfall" has the meaning specified in Section 4.08(a).

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

         "Reallocated Principal Collections" means with respect to any
Distribution Date, the amount of Investor Principal Collections applied in
accordance with Section 4.06 in an amount not to exceed the Class B Invested
Amount for the related Distribution Date (after giving effect to any changes
therein on the related Distribution Date).

         "Reassignment Amount" means, with respect to any Distribution Date,
after giving effect to any deposits and distributions otherwise to be made on
such Distribution Date, the sum of (a) the Note Principal Balance on such
Distribution Date, plus (b) Monthly Interest for such Distribution Date and
any Monthly Interest previously due but not distributed to the Series 2001-[_]
Noteholders, plus (c) the amount of Additional Interest, if any, for such
Distribution Date and any Additional Interest previously due but not
distributed to the Series 2001-[_] Noteholders on a prior Distribution Date.

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

         "Required Accumulation Factor Number" means 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 twelve months preceding the date
of such calculation; provided, however, that this definition may be changed at
any time upon receipt by the Indenture Trustee of an Officer's Certificate
from the Seller that such change will not have an Adverse Effect.

         "Required Pool Percentage" means, [__]%, except that the
Transferor[s] may reduce this percentage so long as the Rating Agency
Condition is satisfied with respect to the Series 2001-[_] Notes.

         "Required Subordinated Amount" means, as of any date of
determination, the sum of:

               (a) the greater of (i) zero and (ii) the product of (A) the
          Subordinated Percentage times (B) the excess of the Adjusted
          Invested Amount over the Series 2001-[_] Excess Funding Amount; and

               (b) the Incremental Subordinated Amount for such date.

         "Reserve Fund" has the meaning specified in Section 4.11(a).

         "Reserve Fund Available Amount" means, with respect to any
Distribution Date, the lesser of (a) the amount on deposit in the Reserve Fund
on such date (excluding any net investment earnings on amounts on deposit
therein and before giving effect to any (i) deposit made or to be made therein
pursuant to Sections 4.04(a) and (b) on such date or (ii) any withdrawal made
or to be made therefrom pursuant to Section 4.04(b)(iii) on such date) and (b)
the Reserve Fund Required Amount for such Distribution Date.

         "Reserve Fund Deposit Amount" means, with respect to any Distribution
Date, the amount, if any, by which (a) the Reserve Fund Required Amount for
such Distribution Date exceeds (b) the Reserve Fund Available Amount for such
Distribution Date.

         "Reserve Fund Initial Amount" means $[___________].

         "Reserve Fund Required Amount" means, with respect to any
Distribution Date, an amount equal to the product of (a) [_]% and (b) the
Adjusted Invested Amount on such Distribution Date (after giving effect to any
changes therein on such Distribution Date); provided, however, that the
Reserve Fund Required Amount for the Closing Date is the Reserve Fund Initial
Amount.

         "Revolving Period" means the period beginning on the Closing Date and
ending on the earlier of the close of business on the day immediately
preceding the date on which the Controlled Accumulation Period or the Early
Amortization Period commences.

         "Series 2001-[_]" means the Series of Notes, the terms of which are
specified in this Indenture Supplement.

         "Series 2001-[_] Amortization Event" has the meaning specified in
Section 6.01.

         "Series 2001-[_] Excess Funding Amount" means, as of any date, the
product of (a) the amount on deposit in the Excess Funding Account on such
date, times (b) a fraction, the numerator of which is the Adjusted Invested
Amount, and the denominator of which is the sum of the adjusted invested
amounts of each outstanding Series being allocated a portion of the funds on
deposit in the Excess Funding Account.

         "Series 2001-[_] Final Maturity Date" means the earliest to occur of
(a) the Distribution Date on which the Notes are paid in full, (b) the
[________ _____] Distribution Date and (c) the termination of the Issuer
pursuant to Section 11.01 of the Indenture.

         "Series 2001-[_] Note" means a Class A Note or a Class B Note.

         "Series 2001-[_] Noteholder" means a Class A Noteholder or a Class B
Noteholder.

         "Series 2001-[_] Noteholders' Collateral" means the Noteholders'
Collateral for Series 2001-[_].

         "Series Cut-Off Date" means [_________], 200[_].

         "Servicing Fee Rate" means [1]% per annum or such lesser percentage
as may be specified by the Servicer in an Officer's Certificate delivered to
the Indenture Trustee stating that, in the reasonable belief of the Servicer,
such change in percentage will not result in an Adverse Effect.

         "Shared Principal Collections" has, with respect to Series 2001-[_],
the meaning specified in Section 4.08.

         "Subordinated Percentage" means the percentage equivalent of a
fraction, the numerator of which is [__]% and the denominator of which is the
excess of 100% over [__]%.

         "Swap Counterparty" means [______________].

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

         "Transferor Amount" means, as of any date, the excess of the Adjusted
Pool Balance on that date over the sum of the adjusted invested amounts as of
that date of all outstanding Series (including Series 2001-[_]).

         "Transferor Collections" means, with respect to any Collection Period
or any date, the sum of (a) the applicable Transferor Percentage of Interest
Collections for such Collection Period or such date and (b) the applicable
Transferor Percentage of Principal Collections for such Collection Period or
such date.

         "Transferor Percentage" has the meaning specified in the Indenture.

         "Trust Available Subordinated Amount" means, as of any date, the sum
of the available subordinated amounts as of that date for all Series.

         "Uncovered Reallocated Principal Collections" has the meaning
specified in Section 4.06.

         Section 2.02. Other Definitional Provisions.

         (a) All terms used herein and not otherwise defined herein have
meanings ascribed to them in the Indenture, the Transfer and Servicing
Agreement or the Trust Agreement, as applicable.

         (b) All terms defined in this Indenture Supplement have the defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.

         (c) As used in this Indenture Supplement and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Indenture Supplement or in any such certificate or other
document, and accounting terms partly defined in this Indenture Supplement or
in any such certificate or other document to the extent not defined, have the
respective meanings given to them under generally accepted accounting
principles or regulatory accounting principles, as applicable and as in effect
on the date of this Indenture Supplement. To the extent that the definitions
of accounting terms in this Indenture Supplement or in any such certificate or
other document are inconsistent with the meanings of such terms under
generally accepted accounting principles or regulatory accounting principles
in the United States, the definitions contained in this Indenture Supplement
or in any such certificate or other document control.

         (d) Unless otherwise specified, references to any dollar amount as on
deposit or outstanding on any particular date means such amount at the close
of business on such day.

         (e) The words "hereof," "herein" and "hereunder" and words of similar
import when used in this Indenture Supplement refer to this Indenture
Supplement as a whole and not to any particular provision of this Indenture
Supplement. References to any subsection, Section, Schedule or Exhibit are
references to subsections, Sections, Schedules and Exhibits in or to this
Indenture Supplement, unless otherwise specified. The term "including" means
"including without limitation."

                                 ARTICLE III

                                 SERVICING FEE

         Section 3.01. Servicing Compensation.

         The share of the Servicing Fee allocable to the Series 2001-[_]
Noteholders with respect to any Distribution Date is equal to the Monthly
Servicing Fee. The portion of the Servicing Fee that is not allocable to the
Series 2001-[_] Noteholders will be paid by the holders of the Transferor
Interest or the Noteholders of other Series (as provided in the related
Indenture Supplements) and in no event will the Issuer, the Indenture Trustee
or the Series 2001-[_] Noteholders be liable for the share of the Servicing
Fee to be paid by the holders of the Transferor Interest or the Noteholders of
any other Series.

                                  ARTICLE IV

                     RIGHTS OF SERIES 2001-[_] NOTEHOLDERS
                 AND ALLOCATION AND APPLICATION OF COLLECTIONS

         Section 4.01. Collections and Allocations.

         (a) Allocations. Collections of Interest Receivables, Principal
Receivables and Defaulted Receivables allocated to Series 2001-[_] pursuant to
Article VIII of the Indenture are to be allocated and distributed as set forth
in this Article IV.

         (b) Allocations to Transferor Interest. Out of the Transferor
Collections for any Collection Period, the Servicer will on the related
Deposit Date deduct or withdraw therefrom (or instruct the Indenture Trustee
to deduct or withdraw therefrom) and distribute to the Owner Trustee for
distribution to the holders of the Transferor Interest in accordance with the
Trust Agreement the following amounts:

               (i) an amount equal to the product of the Excess Transferor
          Percentage for such Collection Period and the Interest Collections
          for such Collection Period; and

               (ii) an amount equal to the product of the Excess Transferor
          Percentage for such Collection Period and the Principal Collections
          for such Collection Period, but only to the extent that the
          Transferor Amount (determined after giving effect to any Principal
          Receivables transferred to the Issuer on such Deposit Date) exceeds
          the Required Transferor Amount for the immediately preceding
          Determination Date (after giving effect to the allocations,
          distributions, withdrawals and deposits to be made on the
          Distribution Date immediately following such Determination Date).

         The Available Transferor Collections for any Collection Period will
be deposited into the Collection Account and retained therein, but only to the
extent that (A) such funds are needed to cover (pursuant to Section clause
(ii) of Section 4.04(b)) shortfalls in distributions and deposits required to
be made from Available Investor Interest Collections for the related
Distribution Date and Excess Interest Collections for such Distribution Date
available for the Series 2001-[_] Notes and (B) such funds are needed to cover
similar shortfalls for other Series. The remaining Available Transferor
Collections not required to be retained in the Collection Account will be
distributed to the Owner Trustee for distribution to the holders of the
Transferor Interest in accordance with the Trust Agreement, but only to the
extent that the Transferor Amount (determined after giving effect to any
Principal Receivables transferred to the Issuer on such Deposit Date) exceeds
the Required Transferor Amount for the immediately preceding Determination
Date (after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the Distribution Date immediately following such
Determination Date).

         The withdrawals to be made from the Collection Account pursuant to
this Section 4.01(b) do not apply to deposits into the Collection Account that
do not represent Collections, including payment of the purchase price for the
Noteholders' Collateral pursuant to Section 2.03 or 7.01 of the Transfer and
Servicing Agreement[s] or Section 11.04 of the Indenture and payment of the
purchase price for the Series 2001-[_] Noteholders' Collateral pursuant to
Section 7.01 of this Indenture Supplement.

         (c) Allocations to Series 2001-[_] Noteholders. The Servicer will on
each Deposit Date allocate to the Series 2001-[_] Noteholders and retain in
the Collection Account for application as provided herein the following
amounts:

               (i) an amount equal to the product of the Floating Investor
          Percentage for the related Collection Period and the Interest
          Collections for the related Collection Period, but only to the
          extent necessary to cause the amounts then on deposit in the
          Collection Account due to deposits therein pursuant to this clause
          (i) to equal the amounts to be distributed on the related
          Distribution Date pursuant to clauses (i) through (viii) of Section
          4.04(a); and

               (ii) an amount equal to the product of the Investor Percentage
          applicable for the related Collection Period and the Principal
          Collections for the related Collection Period, but only to the
          extent necessary to cause the amounts then on deposit in the
          Collection Account due to deposits therein pursuant to this clause
          (ii) to equal the amounts to be distributed on the related
          Distribution Date pursuant to Section 4.04(c) or 4.04(d), as
          applicable.

         Section 4.02. Determination of Monthly Interest.

         (a) The amount of monthly interest (the "Class A Monthly Interest")
distributable from the Collection Account with respect to the Class A Notes on
any Distribution Date will be an amount equal to the product of (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
Note Interest Rate in effect with respect to the related Interest Period and
(ii) the Class A Note Principal Balance as of the close of business on the
last day of the immediately preceding Collection Period.

         On the Determination Date immediately preceding each Distribution
Date, the Servicer will determine the excess, if any (such excess, the "Class
A Interest Shortfall"), of (x) the Class A Monthly Interest for such
Distribution Date over (y) the aggregate amount of funds allocated and
available to pay such Class A Monthly Interest on such Distribution Date. If
the Class A Interest Shortfall with respect to any Distribution Date is
greater than zero, on each subsequent Distribution Date until such Class A
Interest Shortfall is fully paid, an additional amount (the "Class A
Additional Interest") equal to the product of (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 Note Interest Rate
and (ii) such Class A Interest Shortfall (or the portion thereof which has not
been paid to the Class A Noteholders) will be payable as provided herein with
respect to the Class A Notes. Notwithstanding anything to the contrary herein,
the Class A Additional Interest will be payable or distributed to the Class A
Noteholders only to the extent permitted by applicable law.

         (b) The amount of monthly interest (the "Class B Monthly Interest")
distributable from the Collection Account with respect to the Class B Notes on
any Distribution Date will be an amount equal to the product of (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 B
Note Interest Rate in effect with respect to the related Interest Period and
(ii) the Class B Note Principal Balance as of the close of business on the
last day of the immediately preceding Collection Period.

         On the Determination Date immediately preceding each Distribution
Date, the Servicer shall determine the excess, if any (such excess, the "Class
B Interest Shortfall"), of (x) the Class B Monthly Interest for such
Distribution Date over (y) the aggregate amount of funds allocated and
available to pay such Class B Monthly Interest on such Distribution Date. If
the Class B Interest Shortfall with respect to any Distribution Date is
greater than zero, on each subsequent Distribution Date until such Class B
Interest Shortfall is fully paid, an additional amount (the "Class B
Additional Interest") equal to the product of (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 B Note Interest Rate
and (ii) such Class B Interest Shortfall (or the portion thereof which has not
been paid to the Class B Noteholders) will be payable as provided herein with
respect to the Class B Notes. Notwithstanding anything to the contrary herein,
the Class B Additional Interest will be payable or distributed to the Class B
Noteholders only to the extent permitted by applicable law.

         Section 4.03. Determination of Monthly Principal.

         The amount of monthly principal distributable from the Collection
Account with respect to the Notes on each Distribution Date (the "Monthly
Principal"), beginning with the Distribution Date in the month following the
month in which the Controlled Accumulation Period or, if earlier, the Early
Amortization Period, begins, will be equal to the least of (i) the Available
Investor Principal Collections on deposit in the Collection Account with
respect to such Distribution Date, (ii) for each Distribution Date with
respect to the Controlled Accumulation Period, the Controlled Deposit Amount
for such Distribution Date and (iii) the Adjusted Invested Amount (after
taking into account any adjustments to be made on such Distribution Date
pursuant to Sections 4.05 and 4.06).

         Section 4.04. Application of Available Funds on Deposit in Collection
Account and Other Sources.

         (a) On each Distribution Date, the Servicer will apply, or cause the
Indenture Trustee to apply by written instruction to the Indenture Trustee,
Available Investor Interest Collections on deposit in the Collection Account
with respect to such Distribution Date to make the following distributions or
deposits in the following priority:

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

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

               (iii) an amount equal to the payment owed by the Issuer to the
          Swap Counterparty under the Swap for such Distribution Date, plus
          the amount of any payments previously owed by the Issuer but not
          distributed to the Swap Counterparty on a prior Distribution Date,
          will be distributed to the Swap Counterparty;

               (iv) if Ford Credit or one of its Affiliates is no longer the
          Servicer, an amount equal to the Monthly Servicing Fee for such
          Distribution Date, plus the amount of any Monthly Servicing Fee
          previously due but not distributed to the Servicer on a prior
          Distribution Date, will be distributed to the Servicer (unless such
          amount has been netted against deposits into the Collection Account
          in accordance with Section 8.04 of the Indenture);

               (v) an amount equal to the Investor Default Amount for such
          Distribution Date will be treated as Investor Principal Collections
          for such Distribution Date;

               (vi) an amount equal to the Reserve Fund Deposit Amount for
          such Distribution Date will be deposited into the Reserve Fund;

               (vii) an amount equal to the sum of Investor Charge-Offs that
          have not been previously reimbursed will be treated as Investor
          Principal Collections for such Distribution Date;

               (viii) an amount equal to the sum of Reallocated Principal
          Collections that have not been reimbursed previously will be treated
          as Investor Principal Collections for such Distribution Date;

               (ix) if Ford Credit or one of its Affiliates is the Servicer,
          an amount equal to the Monthly Servicing Fee for such Distribution
          Date, plus the amount of any Monthly Servicing Fee previously due
          but not distributed to the Servicer on a prior Distribution Date,
          will be distributed to the Servicer (unless such amount has been
          netted against deposits into the Collection Account in accordance
          with Section 8.04 of the Indenture);

               (x) an amount equal to the excess of the Required Subordinated
          Amount over the Available Subordinated Amount will be distributed to
          the Owner Trustee for distribution to the holders of the Transferor
          Interest in accordance with the Trust Agreement to increase the
          Available Subordinated Amount by the amount so distributed;

               (xi) an amount equal to the Interest Collections Shortfalls for
          other outstanding Series in Excess Interest Sharing Group [One] will
          be treated as Excess Interest Collections available from Series
          2001-[_] and applied to cover the Interest Collections Shortfalls
          for other outstanding Series in Excess Interest Sharing Group [One];
          and

               (xii) all remaining Available Investor Interest Collections for
          such Distribution Date will be distributed to the Owner Trustee for
          distribution to the holders of the Transferor Interest in accordance
          with the Trust Agreement.

         (b) If Available Investor Interest Collections for any Distribution
Date are insufficient to make the entire distribution or deposit amounts
required under certain of the clauses of Section 4.04(a), the available funds
from the following sources on such Distribution Date will be applied in the
following order to make up any shortfalls:

               (i) from Excess Interest Collections available from other
          outstanding Series in Excess Interest Sharing Group [One], but only
          to cover shortfalls in the distributions and deposits required under
          clauses (i) through (x) of Section 4.04(a) in that order;

               (ii) from Available Transferor Collections retained in the
          Collection Account, but only in an amount not exceeding the
          Available Subordinated Amount (before giving effect to Section 4.05)
          for such Distribution Date and only to cover shortfalls in the
          distributions and deposits required under clauses (i) through (viii)
          of Section 4.04(a) in that order; provided that, in addition to
          covering shortfalls under clauses (i) through (viii) of Section
          4.04(a), any remaining Available Transferor Collections will be
          applied to cover unpaid Adjustment Payments; and, provided, further,
          that if the amount of Available Transferor Collections is
          insufficient to cover such shortfalls and unpaid Adjustment Payments
          allocable to Series 2001-[_] as well as any similar shortfalls or
          unpaid amounts for other Series, then Available Transferor
          Collections will be allocated to Series 2001-[_] based on the ratio
          that the Available Subordinated Amount bears to the Trust Available
          Subordinated Amount;

               (iii) from the Reserve Fund Available Amount, but only to cover
          shortfalls in the distributions and deposits required under clauses
          (i) through (v) of Section 4.04(a) in that order; and

               (iv) from the Reallocated Principal Collections for such
          Distribution Date, but only to cover shortfalls in the distribution
          required under clause (i) of Section 4.04(a).

         (c) On each Distribution Date with respect to the Revolving Period,
the Servicer will apply, or cause the Indenture Trustee to apply by written
instruction to the Indenture Trustee, Available Investor Principal Collections
on deposit in the Collection Account with respect to such Distribution Date to
make the following distributions or deposits in the following priority:

               (i) such Available Investor Principal Collections deposited
          into the Collection Account for the related Collection Period will
          be treated as Shared Principal Collections with respect to Principal
          Sharing Group [One] and applied in accordance with Section 8.05(c)
          of the Indenture; and

               (ii) the balance of such Available Investor Principal
          Collections not applied pursuant to clause (i) above will be
          distributed to the Owner Trustee for distribution to the holders of
          the Transferor Interest in accordance with the Trust Agreement, to
          the extent that such balance is not otherwise required to be
          deposited into the Excess Funding Account pursuant to Section
          8.03(b) of the Indenture.

         (d) On each Distribution Date with respect to the Controlled
Accumulation Period or the Early Amortization Period, the Servicer will apply,
or cause the Indenture Trustee to apply by written instruction to the
Indenture Trustee, Available Investor Principal Collections on deposit in the
Collection Account with respect to such Distribution Date to make the
following distributions or deposits in the following priority:

               (i) during the Controlled Accumulation Period and before the
          payment in full of the Class A Notes and the Class B Notes, an
          amount equal to the Monthly Principal for such Distribution Date
          will be deposited into the Principal Funding Account in an amount
          not to exceed the Controlled Deposit Amount for such Distribution
          Date; provided that the source of funds deposited into the Principal
          Funding Account will be first from available funds in the Excess
          Funding Account, if any, but only up to the Controlled Deposit
          Amount; and, provided, however, that, if Available Investor
          Principal Collections for such Distribution Date is insufficient to
          deposit the full amount required to be deposited into the Principal
          Funding Account pursuant to this clause (i), then Shared Principal
          Collections available from other Series in Principal Sharing Group
          [One] will be deposited into the Principal Funding Account in the
          amount of the shortfall;

               (ii) during the Early Amortization Period, an amount equal to
          the Monthly Principal for such Distribution Date will be distributed
          to the Paying Agent for payment to the Class A Noteholders on such
          Distribution Date and on each subsequent Distribution Date until the
          Class A Note Principal Balance has been paid in full; provided,
          however, that, if Available Investor Principal Collections for such
          Distribution Date are insufficient to distribute the full amount
          required to be distributed to the Paying Agent pursuant to this
          clause (ii), then Shared Principal Collections available from other
          Series in Principal Sharing Group [One] will be distributed to the
          Paying Agent in the amount of the shortfall;

               (iii) during the Early Amortization Period, an amount equal to
          the Monthly Principal remaining, if any, will be distributed to the
          Paying Agent for payment to the Class B Noteholders on such
          Distribution Date and on each subsequent Distribution Date until the
          Class B Note Principal Balance has been paid in full; provided,
          however, that, if Available Investor Principal Collections for such
          Distribution Date are insufficient to distribute the full amount
          required to be distributed to the Paying Agent pursuant to this
          clause (iii), then Shared Principal Collections available from other
          Series in Principal Sharing Group [One] (after giving effect to any
          amount thereof applied pursuant to the proviso of clause (ii) above)
          will be distributed to the Paying Agent in the amount of the
          shortfall; and

               (iv) the balance of such Available Investor Principal
          Collections will be treated as Shared Principal Collections with
          respect to Principal Sharing Group [One] and applied in accordance
          with Section 8.05(c) of the Indenture.

         (e) [Reserved]

         (f) On the earlier to occur of (i) the first Distribution Date with
respect to the Early Amortization Period and (ii) the Expected Final Payment
Date, the Indenture Trustee, acting in accordance with instructions from the
Servicer, will withdraw from the Principal Funding Account and distribute to
the Paying Agent for payment first, to the Class A Noteholders up to the Class
A Note Principal Balance and second, to the Class B Noteholders up to the
Class B Note Principal Balance, the amounts deposited into the Principal
Funding Account pursuant to Section 4.04(e) and clause (i) of Section 4.04(d).

         (g) The Controlled Accumulation Period is scheduled to commence at
the close of business on [________], 20[__]; provided, however, that, if the
Accumulation Period Length (determined as described below) is less than [six]
Collection Periods, the date on which the Controlled Accumulation Period
actually commences will be delayed to the first Business Day of the Collection
Period that is the number of whole Collection Periods before the Expected
Final Payment Date at least equal to the Accumulation Period Length and, as a
result, the number of Collection Periods in the Controlled Accumulation Period
will at least equal the Accumulation Period Length. On the Determination Date
immediately preceding the [_______ ____] Distribution 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 Collection Periods such that the sum of the Accumulation
Period Factors for each Collection Period during such period will be equal to
or greater than the Required Accumulation Factor Number; provided, however,
that the Accumulation Period Length will not be determined to be less than one
Collection Period; and provided, further, that the determination of the
Accumulation Period Length may be changed at any time upon receipt by the
Indenture Trustee of an Officer's Certificate from the Seller that such change
will not have an Adverse Effect.

         Section 4.05. Investor Charge-Offs.

         On each Determination Date, the Servicer will calculate the Investor
Default Amount, if any, for the related Distribution Date. If, on any
Distribution Date, the Investor Default Amount for such Distribution Date
exceeds the sum of:

               (i) the Available Investor Interest Collections for such
          Distribution Date as applied to fund such Investor Default Amount
          pursuant to clause (v) of Section 4.04(a);

               (ii) the Excess Interest Collections available from other
          outstanding Series in Excess Interest Sharing Group [One] for such
          Distribution Date as applied to fund such Investor Default Amount
          pursuant to clause (v) of Section 4.04(a) in accordance with clause
          (i) of Section 4.04(b);

               (iii) the Available Transferor Collections retained in the
          Collection Account for such Distribution Date as applied to fund
          such Investor Default Amount pursuant to clause (v) of Section
          4.04(a) in accordance with clause (ii) of Section 4.04(b); and

               (iv) the Reserve Fund Available Amount for such Distribution
          Date as applied to fund such Investor Default Amount pursuant to
          clause (v) of Section 4.04(a) in accordance with clause (iii) of
          Section 4.04(b);

then, if the Available Subordinated Amount is greater than zero (after giving
effect to any reductions thereof pursuant to clause (ii) of Section 4.04(b)) ,
a portion of the Available Subordinated Amount, in an amount not to exceed the
lesser of (1) the Available Subordinated Amount and (2) the amount of such
unfunded Investor Default Amount, will be reallocated to the Series 2001-[_]
Notes in order to avoid a reduction of the Invested Amount. Any excess of the
amount of such unfunded Investor Default Amount over the amount of the
Available Subordinated Amount reallocated pursuant to this Section will
constitute an "Investor Charge-Off" for such Distribution Date and will reduce
the Invested Amount. The amount of any Available Subordinated Amount
reallocated pursuant to this Section will reduce the Available Subordinated
Amount by the amount so reallocated.

         Section 4.06. Reallocated Principal Collections.

         On each Distribution Date, the Servicer will apply, or cause the
Indenture Trustee to withdraw from the Principal Funding Account and apply,
Reallocated Principal Collections with respect to such Distribution Date and
apply such amounts on such Distribution Date in accordance with clause (iv) of
Section 4.04(b). If, on any Distribution Date, Reallocated Principal
Collections for such Distribution Date are so applied, then, if the Available
Subordinated Amount is greater than zero (after giving effect to any
reductions thereof pursuant to clause (ii) of Section 4.04(b) and Section
4.05), a portion of the Available Subordinated Amount, in an amount not to
exceed the lesser of (1) the Available Subordinated Amount and (2) the amount
of such Reallocated Principal Collections, will be reallocated to the Series
2001-[_] Notes in order to avoid a reduction of the Invested Amount. Any
excess of the amount of such Reallocated Principal Collections over the amount
of the Available Subordinated Amount reallocated pursuant to this Section will
constitute "Uncovered Reallocated Principal Collections" for such Distribution
Date and will reduce the Invested Amount. The amount of any Available
Subordinated Amount reallocated pursuant to this Section will reduce the
Available Subordinated Amount by the amount so reallocated.

         Section 4.07. Excess Interest Collections.

         Subject to Section 8.05(b) of the Indenture, Excess Interest
Collections with respect to the Excess Interest Sharing Series in Excess
Interest Sharing Group [One] for any Distribution Date will be allocated to
Series 2001-[_] in an amount equal to the product of (i) the aggregate amount
of Excess Interest Collections with respect to all the Excess Interest Sharing
Series in Excess Interest Sharing Group [One] for such Distribution Date and
(ii) a fraction, the numerator of which is the Interest Collections Shortfall
for Series 2001-[_] for such Distribution Date and the denominator of which is
the aggregate amount of Interest Collections Shortfalls for all the Excess
Interest Sharing Series in Excess Interest Sharing Group [One] for such
Distribution Date. The "Interest Collections Shortfall" for Series 2001-[_]
for any Distribution Date will equal the excess, if any, of (a) the full
amount required to be paid, without duplication, pursuant to clauses (i)
through (x) of Section 4.04(a) on such Distribution Date over (b) the
Available Investor Interest Collections for such Distribution Date. The
"Excess Interest Collections" for Series 2001-[_] for any Distribution Date
will equal the excess, if any, of (a) the Available Investor Interest
Collections for such Distribution Date over (b) the full amount required to be
paid, without duplication, pursuant to clauses (i) through (x) of Section
4.04(a) on such Distribution Date.

         Section 4.08. Shared Principal Collections.

         Subject to Section 8.05(c) of the Indenture, Shared Principal
Collections with respect to the Principal Sharing Series in Principal Sharing
Group [One] for any Distribution Date will be allocated to Series 2001-[_] in
an amount equal to the product of (i) the aggregate amount of Shared Principal
Collections with respect to all the Principal Sharing Series in Principal
Sharing Group [One] for such Distribution Date and (ii) a fraction, the
numerator of which is the Principal Shortfall for Series 2001-[_] for such
Distribution Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all the Principal Sharing Series in Principal Sharing
Group [One] for such Distribution Date. The "Principal Shortfall" for Series
2001-[_] for any Distribution Date will equal (a) for any Distribution Date
with respect to the Revolving Period, zero, (b) for any Distribution Date with
respect to the Controlled Accumulation Period, the excess, if any, of the
Controlled Deposit Amount with respect to such Distribution Date over the
amount of Available Investor Principal Collections for such Distribution Date
(excluding any portion thereof attributable to Shared Principal Collections)
and (c) for any Distribution Date with respect to the Early Amortization
Period, the excess, if any, of the Adjusted Invested Amount over the amount of
Available Investor Principal Collections for such Distribution Date (excluding
any portion thereof attributable to Shared Principal Collections).

         Section 4.09. Available Subordinated Amount.

         (a) On each Distribution Date, the Servicer will apply, or cause the
Indenture Trustee to withdraw the Available Transferor Collections retained in
the Collection Account for such Distribution Date and apply, such amounts to
the extent necessary on such Distribution Date in accordance with clause (ii)
of Section 4.04(b). The amount of any such Available Transferor Collections so
applied on any Distribution Date will reduce the Available Subordinated Amount
by the amount so applied. [The balance of Available Transferor Collections on
deposit in the Collection Account on any Distribution Date, after giving
effect to any distributions or deposits thereof in accordance with clause (ii)
of Section 4.04(b), will be distributed by the Indenture Trustee, at the
written direction of the Servicer, to the Owner Trustee for distribution to
the holders of the Transferor Interest in accordance with the Trust Agreement,
but only to the extent that the Transferor Amount (determined after giving
effect to any Principal Receivables transferred to the Issuer on such Deposit
Date) exceeds the Required Transferor Amount for the immediately preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on the Distribution Date immediately
following such Determination Date).

         (b) The Available Subordinated Amount may also be reallocated to the
Invested Amount in order to avoid a reduction of the Invested Amount pursuant
to (i) unfunded Investor Default Amounts pursuant to Section 4.05 or (ii)
Reallocated Principal Collections pursuant to Section 4.06. The amount of the
Available Subordinated Amount so reallocated on any Distribution Date will
reduce the Available Subordinated Amount by the amount so reallocated.

         (c) [Notwithstanding any other provision herein, the Transferor[s]
may elect to increase the Available Subordinated Amount up to the lesser of
(i) $[_] and (ii) [_]% of the Adjusted Invested Amount at the time of such
increase.]

         Section 4.10. Principal Funding Account.

         (a) The Indenture Trustee will establish and maintain with an
Eligible Institution, which may be the Indenture Trustee, in the name of the
Issuer, on behalf of the Issuer, for the benefit of the Noteholders, a
segregated trust account with the corporate trust department of such Eligible
Institution (the "Principal Funding Account"), bearing a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Noteholders. The Indenture Trustee will 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 will be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Noteholders. If at any time the institution holding the Principal Funding
Account ceases to be an Eligible Institution, the Transferor will notify the
Indenture Trustee, and the Indenture Trustee upon being notified (or the
Servicer on its behalf) will, within ten Business Days (or such longer period
as to which the Rating Agencies may consent), establish a new Principal
Funding Account meeting the conditions specified above with an Eligible
Institution, and will transfer any cash or any investments to such new
Principal Funding Account. The Indenture Trustee, at the direction of the
Servicer, will (i) make withdrawals from the Principal Funding Account from
time to time, in the amounts and for the purposes set forth in this Indenture
Supplement, and (ii) on each Distribution Date (from and after the
commencement of the Controlled Accumulation Period) before the termination of
the Principal Funding Account, make deposits into the Principal Funding
Account in the amounts specified in, and in accordance with, clause (i) of
Section 4.04(d).

         (b) Funds on deposit in the Principal Funding Account will be
invested at the direction of the Servicer by the Indenture Trustee in Eligible
Investments. Funds on deposit in the Principal Funding Account on any
Distribution Date, after giving effect to any withdrawals from the Principal
Funding Account on such Distribution Date, will be invested in such
investments that will mature so that such funds will be available for
withdrawal on or before the following Distribution Date. The Indenture Trustee
is required to:

               (i) hold each Eligible Investment that constitutes investment
          property through a securities intermediary that agrees with the
          Indenture Trustee that (A) such investment property will at all
          times be credited to a securities account of the Indenture Trustee,
          (B) such securities intermediary will comply with entitlement orders
          originated by the Indenture Trustee without the further consent of
          any other person or entity, (C) all property credited to such
          securities account will be treated as a financial asset, (D) such
          securities intermediary will waive any lien on, security interest
          in, or right of set-off with respect to any property credited to
          such securities account, and (E) such agreement will be governed by
          the laws of the State of New York; and

               (ii) maintain possession of each other Eligible Investment not
          described in clause (i) above;

provided, that no Eligible Investment may be disposed of before its maturity
date. Terms used in clause (i) above that are defined in the New York UCC and
not otherwise defined herein have the meanings set forth in the New York UCC.
Investment proceeds of amounts on deposit in the Principal Funding Account
will not be considered part of the amounts on deposit in the Principal Funding
Account for purposes of this Indenture Supplement.

         Section 4.11. Reserve Fund.

         (a) The Indenture Trustee will establish and maintain in the name of
the Issuer, on behalf of the Issuer, for the benefit of the Noteholders, a
segregated trust account with the corporate trust department of an Eligible
Institution, which may be the Indenture Trustee (the "Reserve Fund"), bearing
a designation clearly indicating that the funds deposited therein are held for
the benefit of the Noteholders. The Indenture Trustee will possess all right,
title and interest in all funds on deposit from time to time in the Reserve
Fund and in all proceeds thereof. The Reserve Fund will be under the sole
dominion and control of the Indenture Trustee for the benefit of the
Noteholders. If at any time the institution holding the Reserve Fund ceases to
be an Eligible Institution, the Transferor[s] will notify the Indenture
Trustee, and the Indenture Trustee upon being notified (or the Servicer on its
behalf) will, within ten Business Days (or such longer period as to which the
Rating Agencies may consent), establish a new Reserve Fund meeting the
conditions specified above with an Eligible Institution, and will transfer any
cash or any investments to such new Reserve Fund. The Indenture Trustee, at
the direction of the Servicer, will (i) make withdrawals from the Reserve Fund
from time to time, in the amounts and for the purposes set forth in this
Indenture Supplement, and (ii) on each Distribution Date before the
termination of the Reserve Fund, make deposits into the Reserve Fund in the
amount of the Reserve Fund Deposit Amount for such Distribution Date from: (1)
Available Investor Interest Collections for such Distribution Date as applied
in accordance with clause (vi) of Section 4.04(a); (2) Excess Interest
Collections available from other outstanding Series in Excess Interest Sharing
Group [One] for such Distribution Date as applied in accordance with clause
(i) of Section 4.04(b); and (3) Available Transferor Collections retained in
the Collection Account for such Distribution Date as applied in accordance
with clause (ii) of Section 4.04(b)

         (b) Funds on deposit in the Reserve Fund will be invested at the
direction of the Servicer by the Indenture Trustee in Eligible Investments.
Funds on deposit in the Reserve Fund on any Distribution Date, after giving
effect to any withdrawals from the Reserve Fund on such Distribution Date,
will be invested in such investments that will mature so that such funds will
be available for withdrawal on or before the following Distribution Date. The
Indenture Trustee will:

               (i) hold each Eligible Investment that constitutes investment
          property through a securities intermediary that agrees with the
          Indenture Trustee that (A) such investment property will at all
          times be credited to a securities account of the Indenture Trustee,
          (B) such securities intermediary will comply with entitlement orders
          originated by the Indenture Trustee without the further consent of
          any other person or entity, (C) all property credited to such
          securities account will be treated as a financial asset, (D) such
          securities intermediary will waive any lien on, security interest
          in, or right of set-off with respect to any property credited to
          such securities account, and (E) such agreement will be governed by
          the laws of the State of New York; and

               (ii) maintain possession of each other Eligible Investment not
          described in clause (i) above;

provided, that no Eligible Investment may be disposed of before its maturity
date. Terms used in clause (i) above that are defined in the New York UCC and
not otherwise defined herein have the meanings set forth in the New York UCC.
Investment proceeds of amounts on deposit in the Reserve Fund will not be
considered part of the amounts on deposit in the Principal Funding Account for
purposes of this Indenture Supplement.

         (c) The Reserve Account will be funded by the Transferor[s] on the
Closing Date in the amount of the Reserve Fund Initial Amount.

         (d) If the Series 2001-[_] Notes are not paid in full on the Series
2001-[_] Final Maturity Date, any funds remaining in the Reserve Fund, after
application of funds therein on such date in accordance with clause (iii) of
Section 4.04(b), will be treated as Available Investor Principal Collections
for such Distribution Date occurring on the Series 2001-[_] Final Maturity
Date.

         (e) If on any Distribution Date, after giving effect to all
withdrawals from and deposits to the Reserve Fund, the amount on deposit in
the Reserve Fund exceeds the Reserve Fund Required Amount then in effect, the
Indenture Trustee will, at the written direction of the Servicer, distribute
such excess to the Owner Trustee for distribution to the holders of the
Transferor Interest in accordance with the Trust Agreement.

         Section 4.12. [Reserved].

         Section 4.13. Determination of LIBOR.

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

         (b) The Class A Note Interest Rate and the Class B Note Interest Rate
applicable to the then-current and the immediately preceding Interest Periods
may be obtained by telephoning the Indenture Trustee at its Corporate Trust
Office at [__________________] or such other telephone number as may be
designated by the Indenture Trustee for such purpose by prior written notice
by the Indenture Trustee to each Noteholder from time to time.

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

         Section 4.14. Investment Instructions.

         Any investment instructions required to be given to the Indenture
Trustee pursuant to the terms hereof must be given to the Indenture Trustee no
later than 12:00 noon (New York City time) on the date such investment is to
be made. In the event the Indenture Trustee receives such investment
instruction later than such time, the Indenture Trustee may, but has no
obligation to, make such investment. In the event the Indenture Trustee is
unable to make an investment required in an investment instruction received by
the Indenture Trustee after 12:00 noon (New York City time) on such day, such
investment will be made by the Indenture Trustee on the next succeeding
Business Day. In no event will the Indenture Trustee be liable for any
investment not made pursuant to investment instructions received after 12:00
noon (New York City time) on the day such investment is requested to be made.

                                  ARTICLE V

                      DELIVERY OF SERIES 2001-[_] NOTES;
             DISTRIBUTIONS; REPORTS TO SERIES 2001-[_] NOTEHOLDERS

         Section 5.01. Delivery and Payment for Series 2001-[_] Notes.

         The Indenture Trustee will execute and authenticate the Series
2001-[_] Notes in accordance with Section 2.03 of the Indenture. The Indenture
Trustee will deliver the Series 2001-[_] Notes to or upon the order of the
Issuer when so authenticated.

         Section 5.02. Distributions.

         (a) On each Distribution Date, the Paying Agent will distribute to
each Class A Noteholder of record on the related Record Date (other than as
provided in Section 11.02 of the Indenture) such Class A Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Distribution Date to pay interest on the Class A Notes pursuant to
this Indenture Supplement.

         (b) On each Distribution Date, the Paying Agent will distribute to
each Class A Noteholder of record on the related Record Date (other than as
provided in Section 11.02 of the Indenture) such Class A Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Distribution Date to pay principal of the Class A Notes pursuant to
this Indenture Supplement.

         (c) On each Distribution Date, the Paying Agent will distribute to
each Class B Noteholder of record on the related Record Date (other than as
provided in Section 11.02 of the Indenture) such Class B Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Distribution Date to pay interest on the Class B Notes pursuant to
this Indenture Supplement.

         (d) On each Distribution Date, the Paying Agent will distribute to
each Class B Noteholder of record on the related Record Date (other than as
provided in Section 11.02 of the Indenture) such Class B Noteholder's pro rata
share of the amounts held by the Paying Agent that are allocated and available
on such Distribution Date to pay principal of the Class B Notes pursuant to
this Indenture Supplement.

         (e) The distributions to be made pursuant to this Section are subject
to the provisions of Sections 2.03, 6.01 and 7.01 of the Transfer and
Servicing Agreement[s], Section 11.02 of the Indenture and Section 7.01 of
this Indenture Supplement.

         (f) Except as provided in Section 11.02 of the Indenture with respect
to a final distribution, distributions to Series 2001-[_] Noteholders
hereunder will be made by (i) check mailed to each Series 2001-[_] Noteholder
(at such Noteholder's address as it appears in the Note Register), except that
with respect to any Series 2001-[_] Notes registered in the name of the
nominee of a Clearing Agency, such distribution will be made in immediately
available funds and (ii) without presentation or surrender of any Series
2001-[_] Note or the making of any notation thereon.

         Section 5.03. Reports and Statements to Series 2001-[_] Noteholders.

         (a) On each Distribution Date, the Paying Agent, on behalf of the
Indenture Trustee, will mail or deliver to each Series 2001-[_] Noteholder a
statement substantially in the form of Exhibit B prepared by the Servicer.

         (b) Not later than the second Business Day preceding each
Distribution Date, the Servicer will mail or deliver to the Owner Trustee, the
Indenture Trustee, the Paying Agent and each Rating Agency (i) a statement
substantially in the form of Exhibit B prepared by the Servicer and (ii) a
certificate of an Authorized Officer substantially in the form of Exhibit C;
provided that the Servicer may amend the form of Exhibit B and Exhibit C from
time to time.

         (c) A copy of each statement or certificate provided pursuant to
paragraph (a) or (b) may be obtained by any Series 2001-[_] Noteholder by a
request in writing to the Servicer.

         (d) On or before January 31 of each calendar year, beginning with
calendar year 200[_], the Paying Agent, on behalf of the Indenture Trustee,
will furnish or cause to be furnished to each Person who at any time during
the preceding calendar year was a Series 2001-[_] Noteholder, a statement
prepared by the Servicer containing the information that is required to be
contained in the statement to Series 2001-[_] Noteholders, as set forth in
paragraph (a) above, aggregated for such calendar year together with other
information as is required to be provided by an issuer of indebtedness under
the Code. Such obligation of the Servicer will be deemed to have been
satisfied to the extent that substantially comparable information is provided
by the Paying Agent pursuant to any requirements of the Code as from time to
time in effect.

                                  ARTICLE VI

                      SERIES 2001-[_] AMORTIZATION EVENTS

         Section 6.01. Series 2001-[_] Amortization Events.

         If any one of the following events occurs with respect to the Series
2001-[_] Notes:

               (i) failure by the Transferor (a) to make any payment or
          deposit required by the terms of the Transfer and Servicing
          Agreement, the Indenture or this Indenture Supplement on or before
          the date occurring five Business Days after the date such payment or
          deposit is required to be made therein or herein or (b) to observe
          or perform in any material respect any other covenants or agreements
          of the Transferor set forth in the Transfer and Servicing
          Agreement[s], the Indenture or this Indenture Supplement that has an
          Adverse Effect on the Series 2001-[_] Noteholders and continues
          unremedied for a period of 60 days after the date on which written
          notice of such failure, requiring the same to be remedied, has been
          given to the Transferor by the Indenture Trustee, or to the
          Transferor and the Indenture Trustee by any Holder of the Series
          2001-[_] Notes, and, in either case, continues to affect materially
          and adversely the interests of the Series 2001-[_] Noteholders for
          the designated period;

               (ii) any representation or warranty made by [the] [a]
          Transferor in the [applicable] Transfer and Servicing Agreement, the
          Indenture or this Indenture Supplement, or any information contained
          in a computer file or other list required to be delivered by [the]
          [such] Transferor pursuant to Section 2.01 of the [applicable]
          Transfer and Servicing Agreement proves 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, has been given to [the] [such] Transferor by the
          Indenture Trustee, or to [the] [such] Transferor and the Indenture
          Trustee by any Holder of the Series 2001-[_] Notes and as a result
          of which the interests of the Series 2001-[_] Noteholders are
          materially and adversely affected and continue to be affected
          materially and adversely for the designated period; provided,
          however, that a Series 2001-[_] Amortization Event pursuant to this
          clause (ii) will not be deemed to have occurred hereunder if [the]
          [such] 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 [applicable]
          Transfer and Servicing Agreement;

               (iii) any Servicer Default occurs which has an Adverse Effect
          on the Series 2001-[_] Noteholders;

               (iv) the Class A Note Principal Balance or the Class B Note
          Principal Balance is not paid in full on the Expected Final Payment
          Date;

               (v) the Interest Rate Swap terminates early in accordance with
          its terms and no replacement interest rate swap or other arrangement
          acceptable to the Rating Agencies is entered into or established
          within [30] days of the termination of the Interest Rate Swap;

               (vi) the average of the Monthly Principal Payment Rates for the
          [three] preceding Collection Periods is less than [__]%;

               (vii) on any Determination Date, the Available Subordinated
          Amount for the next succeeding Distribution Date is less than the
          Required Subordinated Amount after giving effect to any
          distributions to be made on such Distribution Date; or

               (viii) the occurrence of an Event of Default with respect to
          Series 2001-[_] and an acceleration of the maturity of the Series
          2001-[_] Notes pursuant to Section 5.03 of the Indenture;

then, in the case of any event described in clauses (i) through (vii) of this
Section, either the Indenture Trustee or the Holders of at least a majority of
the Outstanding Amount of Series 2001-[_] Notes by notice then given in
writing to the Transferor[s] and the Servicer (and to the Indenture Trustee if
given by the Series 2001-[_] Noteholders) may declare that an amortization
event with respect to the Series 2001-[_] Notes (a "Series 2001-[_]
Amortization Event") has occurred as of the date of such notice, and, in the
case of any event described in clause (viii) of this Section, a Series
2001-[_] Amortization Event will occur without any notice or other action on
the part of the Indenture Trustee or the Series 2001-[_] Noteholders
immediately upon the occurrence of such event.

                                 ARTICLE VII

REDEMPTION OF SERIES 2001-[_] NOTES; SERIES FINAL MATURITY; FINAL DISTRIBUTIONS

         Section 7.01. Optional Redemption of Series 2001-[_] Notes.

         (a) On any day occurring on or after the date on which the sum of the
Class A Note Principal Balance and the Class B Note Principal Balance is
reduced to [10]% or less of the sum of the Class A Note Initial Principal
Balance and the Class B Note Initial Principal Balance, the Transferor[s] [,
acting jointly,] will have the option to purchase the Series 2001-[_]
Noteholders' Collateral and thereby cause a redemption of the Series 2001-[_]
Notes, at a purchase price equal to (i) if such day is a Distribution Date,
the Reassignment Amount for such Distribution Date or (ii) if such day is not
a Distribution Date, the Reassignment Amount for the Distribution Date
following such day.

         (b) The Transferor[s] will give the Servicer and the Indenture
Trustee at least 30 days prior written notice of the date on which the
Transferor[s] intend[s] to exercise such optional redemption. Not later than
12:00 noon, New York City time, on such day the Transferor[s] will deposit
into the Collection Account in immediately available funds the excess of the
Reassignment Amount over the amount, if any, on deposit in the Principal
Funding Account. Such redemption option is subject to payment in full of the
Reassignment Amount. Following such deposit into the Collection Amount in
accordance with the foregoing, the Invested Amount of the Series 2001-[_]
Notes will be reduced to zero and the Series 2001-[_] Noteholders will have no
further interest in the Receivables or, if applicable, interests in Other
Floorplan Assets. The Reassignment Amount will be distributed as set forth in
Section [7.02].

         Section 7.02. Series Final Maturity.

         (a) The amount to be paid by the Transferor[s] with respect to Series
2001-[_] in connection with a reassignment of the Noteholders' Collateral
pursuant to Section 2.03 or 7.01 of the Transfer and Servicing Agreement[s]
will be the Reassignment Amount for the first Distribution Date following the
Collection Period in which the reassignment obligation arises under the
Transfer and Servicing Agreement[s]. With respect to the Reassignment Amount
deposited into the Collection Account pursuant to Section 2.03 or 7.01 of the
Transfer and Servicing Agreement[s] or the proceeds from any Foreclosure
Remedy pursuant to Section 5.05 of the Indenture, the Indenture Trustee will,
in accordance with the written direction of the Servicer, not later than 12:00
noon, New York City time, on the related Distribution Date, make deposits or
distributions of the following amounts (in the priority set forth below and,
in each case after giving effect to any deposits and distributions otherwise
to be made on such date) in immediately available funds:

               (i) (A) the Class A Note Principal Balance on such Distribution
          Date will be distributed to the Paying Agent for payment to the
          Class A Noteholders and (B) an amount equal to the sum of (1) Class
          A Monthly Interest for such Distribution Date, (2) any Class A
          Monthly Interest previously due but not distributed to the Class A
          Noteholders on any prior Distribution Date and (3) the amount of
          Class A Additional Interest, if any, for such Distribution Date and
          any Class A Additional Interest previously due but not distributed
          to the Class A Noteholders on any prior Distribution Date, will be
          distributed to the Paying Agent for payment to the Class A
          Noteholders; and

               (ii) (A) the Class B Note Principal Balance on such
          Distribution Date will be distributed to the Paying Agent for
          payment to the Class B Noteholders and (B) an amount equal to the
          sum of (1) Class B Monthly Interest for such Distribution Date, (2)
          any Class B Monthly Interest previously due but not distributed to
          the Class B Noteholders on any prior Distribution Date and (3) the
          amount of Class B Additional Interest, if any, for such Distribution
          Date and any Class B Additional Interest previously due but not
          distributed to the Class B Noteholders on any prior Distribution
          Date, will be distributed to the Paying Agent for payment to the
          Class B Noteholders.

         (b) Notwithstanding anything to the contrary in this Indenture
Supplement, the Indenture or the Transfer and Servicing Agreement[s], all
amounts distributed to the Paying Agent pursuant to Section 7.02(a) for
payment to the Series 2001-[_] Noteholders will be deemed distributed in full
to the Series 2001-[_] Noteholders on the date on which such funds are
distributed to the Paying Agent pursuant to this Section and will be deemed to
be a final distribution pursuant to Section 11.02 of the Indenture.

                                 ARTICLE VIII

                           MISCELLANEOUS PROVISIONS

         Section 8.01. Execution and Delivery of Interest Rate Swap.

         On the Closing Date, the Issuer will execute and deliver the Interest
Rate Swap. On the Closing Date the Transferor[s] will contribute the amount of
the Initial Exchange Amount (as defined in the Interest Rate Swap) to the
Issuer by paying such amount to the Swap Counterparty on behalf of the Issuer.

         Section 8.02. Ratification of Agreement.

         As supplemented by this Indenture Supplement, the Indenture is in all
respects ratified and confirmed and the Indenture as so supplemented by this
Indenture Supplement is to be read, taken and construed as one and the same
instrument.

         Section 8.03. Form of Delivery of Series 2001-[_] Notes.

         The Series 2001-[_] Notes will be delivered as Registered Notes as
provided in Section 2.01 of the Indenture.

         Section 8.04. Counterparts.

         This Indenture Supplement may be executed in two or more
counterparts, and by different parties on separate counterparts, each of which
will be an original, but all of which will constitute one and the same
instrument.

         Section 8.05. Governing Law.

         THIS INDENTURE SUPPLEMENT AND EACH SERIES 2001-[_] NOTE ARE TO BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.

         Section 8.06. Effect of Headings and Table of Contents.

         The Article and Section headings herein and the Table of Contents are
for convenience only and are not intended to affect the construction hereof.


<PAGE>



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

                             FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__],
                             as Issuer

                             By [Owner Trustee], not in its individual capacity,
                             but solely as Owner Trustee


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



                             [INDENTURE TRUSTEE],

                             not in its individual capacity, but solely as
                             Indenture Trustee

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





<PAGE>
                                                                   EXHIBIT A-1

                             FORM OF CLASS A NOTE

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

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE
TRANSFEROR[S], OR JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR[S],
ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE
BANKRUPTCY OR SIMILAR LAW.

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


<PAGE>



Registered                                                        $___________1
No. R-__                                                   CUSIP No. __________

                 FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__]

          SERIES 2001-[_] [FLOATING RATE] ASSET BACKED NOTES, CLASS A

         Ford Credit Floorplan Master Owner Trust [__] (herein referred to as
the "Issuer"), a Delaware statutory business trust formed by a Trust Agreement
dated as of [_______], 2001, for value received, hereby promises to pay to
___________________________, or registered assigns, subject to the following
provisions, the principal sum of __________________________________ DOLLARS,
or such greater or lesser amount as determined in accordance with the
Indenture and Indenture Supplement (each referred to herein), on the Series
2001-[_] Final Maturity Date (which is the earlier to occur of (a) the
Distribution Date on which the Notes are paid in full and (b) the [___________
____] Distribution Date), except as otherwise provided below or in the
Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class A Note Interest Rate on each Distribution Date until the
principal amount of this Note is paid in full. Interest on this Note will
accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including
the Closing Date to but excluding such Distribution Date. [Interest will be
computed on the basis of a 360-day year and the actual number of days
elapsed.] Principal of this Note will be paid in the manner specified on the
reverse hereof.

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

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

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




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


<PAGE>



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

                                            FORD CREDIT FLOORPLAN MASTER OWNER
                                            TRUST [__], as Issuer

                                            By [Owner Trustee], not in its
                                            individual capacity, but solely
                                            as Owner Trustee


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

Dated: ________, _____



               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                            [INDENTURE TRUSTEE],
                                            not in its individual capacity, but
                                            solely as Indenture Trustee

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




<PAGE>



                 FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__]
          SERIES 2001-[_] [FLOATING RATE] ASSET BACKED NOTES, CLASS A

                        Summary of Terms and Conditions

         This Class A Note is one of a duly authorized issue of Notes of the
Issuer, designated as the Series 2001-[_] [Floating Rate] Asset Backed Notes
(the "Notes"), issued under the Indenture, dated as of __________ __, 2001
(the "Indenture"), between the Issuer and [Indenture Trustee], as indenture
trustee (the "Indenture Trustee"), as supplemented by the Series 2001-[_]
Indenture Supplement, dated as of __________ __, 2001 (the "Indenture
Supplement" and, together with the Indenture, the "Series Agreement"), and
representing the right to receive certain payments from the Issuer. The Notes
are subject to all of the terms of the Series Agreement. All terms used in
this Note that are defined in the Series Agreement have the meanings assigned
to them in or pursuant to the Series Agreement. In the event of any conflict
or inconsistency between the Series Agreement and this Note, the Series
Agreement controls.

         The Class B Notes will also be issued under the Series Agreement.

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Issuer allocated to the payment of this
Note for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Series Agreement or,
except as expressly provided in the Series Agreement, subject to any liability
under the Series Agreement.

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

         The Class A Note Initial Principal Balance is $[_____________]. The
Class A Note Principal Balance on any date of determination will be an amount
equal to (a) the Class A Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class A Noteholders on or
before such date.

         The Expected Final Payment Date is the [___________ ____]
Distribution Date, but principal with respect to the Class A Notes may be paid
earlier or later under certain circumstances described in the Series
Agreement. If for one or more months during the Controlled Accumulation Period
there are not sufficient funds to deposit the Controlled Deposit Amount into
the Principal Funding Account, then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Notes will occur later than the Expected Final Payment Date.
Payments of principal of the Notes will be payable in accordance with the
provisions of the Series Agreement.

         Subject to the terms and conditions of the Series Agreement, the
Transferor[s] may, from time to time, direct the Owner Trustee, on behalf of
the Issuer, to issue one or more new Series of notes.

         On each Distribution Date, the Paying Agent will distribute to each
Class A Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class A Note) such Class A Noteholder's pro
rata share of the amounts held by the Paying Agent that are allocated and
available on such Distribution Date to pay interest and principal on the Class
A Notes pursuant to the Indenture Supplement. Except as provided in the Series
Agreement with respect to a final distribution, distributions to the
Noteholders will be made by (i) check mailed to each Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Notes registered in the name of the nominee of a Clearing
Agency, such distribution will be made in immediately available funds and (ii)
without presentation or surrender of any Note or the making of any notation
thereon. Final payment of this Class A Note will be made only upon
presentation and surrender of this Class A Note at the office or agency
specified in the notice of final distribution delivered by the Indenture
Trustee to the Noteholders in accordance with the Series Agreement.

         On any day occurring on or after the date on which the outstanding
principal balance of the Notes is reduced to [10]% or less of the initial
outstanding principal balance of the Notes, the Issuer will have the option to
redeem the Notes, at a purchase price equal to (i) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (ii)
if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.

         This Class A Note does not represent an obligation of, or an interest
in, the Transferor[s], Ford Motor Credit Company, Ford Motor Company or any
Affiliate of any of them and is not insured or guaranteed by any governmental
agency or instrumentality.

         Each Noteholder, by accepting a Note, hereby covenants and agrees
that it will not at any time institute against the Issuer or the
Transferor[s], or join in instituting against the Issuer or the Transferor[s],
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law.

         Except as otherwise provided in the Indenture Supplement, the Class A
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class A Note will be registered in
the Note Register upon surrender of this Class A Note for registration of
transfer at any office or agency maintained by the Transfer Agent and
Registrar accompanied by a written instrument of transfer, in a form
satisfactory to the Indenture Trustee or the Transfer Agent and Registrar,
duly executed by the Class A Noteholder or such Class A Noteholder's attorney,
and duly authorized in writing with such signature guaranteed, and thereupon
one or more new Class A Notes in any authorized denominations of like
aggregate principal amount will be issued to the designated transferee or
transferees.

         As provided in the Series Agreement and subject to certain
limitations therein set forth, Class A Notes are exchangeable for new Class A
Notes in any authorized denominations and of like aggregate principal amount,
upon surrender of such Notes to be exchanged at the office or agency of the
Transfer Agent and Registrar. No service charge may be imposed for any such
exchange but the Issuer or Transfer Agent and Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.

         The Issuer, the Transferor[s], the Indenture Trustee and any agent of
the Issuer, Transferor[s] or the Indenture Trustee will treat the person in
whose name this Class A Note is registered as the owner hereof for all
purposes, and none of the Issuer, the Transferor[s], the Indenture Trustee or
any agent of the Issuer, Transferor[s] or the Indenture Trustee will be
affected by notice to the contrary.

         THIS CLASS A NOTE IS TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER ARE TO BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


<PAGE>



                                  ASSIGNMENT

Social Security or other identifying number of assignee________________________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

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

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

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

                                   -------------------------------------
                                       (name and address of assignee)

the within note and all rights thereunder, and hereby irrevocably constitutes
and appoints _________________________________________________________,
attorney, to transfer said note on the books kept for registration thereof,
with full power of substitution in the premises.

Dated: ___________________                     ______________________________2

                                               Signature Guaranteed:

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




---------------------
2    NOTE: The signature to this assignment must correspond with the name of
     the registered owner as it appears on the face of the within Note in
     every particular, without alteration, enlargement or any change
     whatsoever.
<PAGE>
                                                                   EXHIBIT A-2

                             FORM OF CLASS B NOTE

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

         THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES
THAT IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE ISSUER OR THE
TRANSFEROR[S], OR JOIN IN INSTITUTING AGAINST THE ISSUER OR THE TRANSFEROR[S],
ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION
PROCEEDINGS, OR OTHER PROCEEDINGS UNDER ANY UNITED STATES FEDERAL OR STATE
BANKRUPTCY OR SIMILAR LAW.

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


<PAGE>



Registered                                                       $___________3
No. R-__                                                  CUSIP No. __________

                 FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__]

          SERIES 2001-[_] [FLOATING RATE] ASSET BACKED NOTES, CLASS B

         Ford Credit Floorplan Master Owner Trust [__] (herein referred to as
the "Issuer"), a Delaware statutory business trust formed by a Trust Agreement
dated as of [_______], 2001, for value received, hereby promises to pay to
___________________________, or registered assigns, subject to the following
provisions, the principal sum of __________________________________ DOLLARS,
or such greater or lesser amount as determined in accordance with the
Indenture and Indenture Supplement (each referred to herein), on the Series
2001-[_] Final Maturity Date (which is the earlier to occur of (a) the
Distribution Date on which the Notes are paid in full and (b) the [___________
____] Distribution Date), except as otherwise provided below or in the
Indenture. The Issuer will pay interest on the unpaid principal amount of this
Note at the Class B Note Interest Rate on each Distribution Date until the
principal amount of this Note is paid in full. Interest on this Note will
accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding such
Distribution Date or, for the initial Distribution Date, from and including
the Closing Date to but excluding such Distribution Date. [Interest will be
computed on the basis of a 360-day year and the actual number of days
elapsed.] Principal of this Note will be paid in the manner specified on the
reverse hereof.

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

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

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



------------------
3    Denominations of $1,000 and integral multiples of $1,000 in excess
     thereof.


<PAGE>



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

                                  FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__],
                                  as Issuer

                                  By [Owner Trustee], not in its individual
                                  capacity, but solely as Owner Trustee


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

Dated: ________, _____



               INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                  [INDENTURE TRUSTEE],

                                  not in its individual capacity, but solely as
                                  Indenture Trustee

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




<PAGE>



                 FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__]
          SERIES 2001-[_] [FLOATING RATE] ASSET BACKED NOTES, CLASS B

                        Summary of Terms and Conditions

         This Class B Note is one of a duly authorized issue of Notes of the
Issuer, designated as the Series 2001-[_] [Floating Rate] Asset Backed Notes
(the "Notes"), issued under the Indenture, dated as of __________ __, 2001
(the "Indenture"), between the Issuer and [Indenture Trustee], as indenture
trustee (the "Indenture Trustee"), as supplemented by the Series 2001-[_]
Indenture Supplement, dated as of __________ __, 2001 (the "Indenture
Supplement" and, together with the Indenture, the "Series Agreement"), and
representing the right to receive certain payments from the Issuer. The Notes
are subject to all of the terms of the Series Agreement. All terms used in
this Note that are defined in the Series Agreement have the meanings assigned
to them in or pursuant to the Series Agreement. In the event of any conflict
or inconsistency between the Series Agreement and this Note, the Series
Agreement controls.

         The Class A Notes will also be issued under the Series Agreement.

         The Noteholder, by its acceptance of this Note, agrees that it will
look solely to the property of the Issuer allocated to the payment of this
Note for payment hereunder and that the Indenture Trustee is not liable to the
Noteholders for any amount payable under the Note or the Series Agreement or,
except as expressly provided in the Series Agreement, subject to any liability
under the Series Agreement.

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

         The Class B Note Initial Principal Balance is $[_____________]. The
Class B Note Principal Balance on any date of determination will be an amount
equal to (a) the Class B Note Initial Principal Balance, minus (b) the
aggregate amount of principal payments made to the Class B Noteholders on or
before such date.

         The Expected Final Payment Date is the [___________ ____]
Distribution Date, but principal with respect to the Class B Notes may be paid
earlier or later under certain circumstances described in the Series
Agreement. If for one or more months during the Controlled Accumulation Period
there are not sufficient funds to deposit the Controlled Deposit Amount into
the Principal Funding Account, then to the extent that excess funds are not
available on subsequent Distribution Dates with respect to the Controlled
Accumulation Period to make up for such shortfalls, the final payment of
principal of the Notes will occur later than the Expected Final Payment Date.
Payments of principal of the Notes will be payable in accordance with the
provisions of the Series Agreement.

         Subject to the terms and conditions of the Series Agreement, the
Transferor[s] may, from time to time, direct the Owner Trustee, on behalf of
the Issuer, to issue one or more new Series of notes.

         On each Distribution Date, the Paying Agent will distribute to each
Class B Noteholder of record on the related Record Date (except for the final
distribution in respect of this Class B Note) such Class B Noteholder's pro
rata share of the amounts held by the Paying Agent that are allocated and
available on such Distribution Date to pay interest and principal on the Class
B Notes pursuant to the Indenture Supplement. Except as provided in the Series
Agreement with respect to a final distribution, distributions to the
Noteholders will be made by (i) check mailed to each Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Notes registered in the name of the nominee of a Clearing
Agency, such distribution will be made in immediately available funds and (ii)
without presentation or surrender of any Note or the making of any notation
thereon. Final payment of this Class B Note will be made only upon
presentation and surrender of this Class B Note at the office or agency
specified in the notice of final distribution delivered by the Indenture
Trustee to the Noteholders in accordance with the Series Agreement.

         On any day occurring on or after the date on which the outstanding
principal balance of the Notes is reduced to [10]% or less of the initial
outstanding principal balance of the Notes, the Issuer will have the option to
redeem the Notes, at a purchase price equal to (i) if such day is a
Distribution Date, the Reassignment Amount for such Distribution Date or (ii)
if such day is not a Distribution Date, the Reassignment Amount for the
Distribution Date following such day.

         This Class B Note does not represent an obligation of, or an interest
in, the Transferor[s], Ford Motor Credit Company, Ford Motor Company or any
Affiliate of any of them and is not insured or guaranteed by any governmental
agency or instrumentality.

         Each Noteholder, by accepting a Note, hereby covenants and agrees
that it will not at any time institute against the Issuer or the
Transferor[s], or join in instituting against the Issuer or the Transferor[s],
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States federal or state
bankruptcy or similar law.

         Except as otherwise provided in the Indenture Supplement, the Class B
Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class B Note will be registered in
the Note Register upon surrender of this Class B Note for registration of
transfer at any office or agency maintained by the Transfer Agent and
Registrar accompanied by a written instrument of transfer, in a form
satisfactory to the Indenture Trustee or the Transfer Agent and Registrar,
duly executed by the Class B Noteholder or such Class B Noteholder's attorney,
and duly authorized in writing with such signature guaranteed, and thereupon
one or more new Class B Notes in any authorized denominations of like
aggregate principal amount will be issued to the designated transferee or
transferees.

         As provided in the Series Agreement and subject to certain
limitations therein set forth, Class B Notes are exchangeable for new Class B
Notes in any authorized denominations and of like aggregate principal amount,
upon surrender of such Notes to be exchanged at the office or agency of the
Transfer Agent and Registrar. No service charge may be imposed for any such
exchange but the Issuer or Transfer Agent and Registrar may require payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.

         The Issuer, the Transferor[s], the Indenture Trustee and any agent of
the Issuer, Transferor[s] or the Indenture Trustee will treat the person in
whose name this Class B Note is registered as the owner hereof for all
purposes, and none of the Issuer, the Transferor[s], the Indenture Trustee or
any agent of the Issuer, Transferor[s] or the Indenture Trustee with be
affected by notice to the contrary.

         THIS CLASS B NOTE IS TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS,
AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER ARE TO BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.


<PAGE>



                                  ASSIGNMENT

Social Security or other identifying number of assignee________________________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto

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

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

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

                                   -------------------------------------
                                       (name and address of assignee)

the within note and all rights thereunder, and hereby irrevocably constitutes
and appoints _________________________________________________________,
attorney, to transfer said note on the books kept for registration thereof,
with full power of substitution in the premises.

Dated: ___________________                    ________________________________4

                                              Signature Guaranteed:

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





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


<PAGE>

                                                                     EXHIBIT B

                           FORM OF MONTHLY STATEMENT

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

                 FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__]

              SERIES 2001-[_] [FLOATING RATE] ASSET BACKED NOTES

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

         Pursuant to the Indenture, dated as of __________ __, 2001 (as
amended and supplemented, the "Indenture"), between Ford Credit Floorplan
Master Owner Trust [__] (the "Issuer") and [Indenture Trustee], as indenture
trustee (the "Indenture Trustee"), as supplemented by the Series 2001-[_]
Indenture Supplement, dated as of __________ __, 2001 (as amended and
supplemented, the "Indenture Supplement" and, together with the Indenture, the
"Series Agreement"), Ford Motor Credit Company ("Ford Credit") as Servicer
under the Transfer and Servicing Agreement[s], dated as of __________ __, 2001
(as amended and supplemented, the "Transfer and Servicing Agreement[s]"),
among Ford Credit, the Issuer and [Ford Credit Auto Receivables Corporation,]
[and] [Ford Credit Auto Receivables LLC] (the "Transferor[s]"), is required to
prepare certain information each month regarding current distributions to the
Series 2001-[_] Noteholders and the performance of the Issuer during the
previous month.

         The information which is required to be prepared with respect to the
Distribution Date of __________, and with respect to the performance of the
Issuer during the month of __________ is set forth below.

         Capitalized terms used in this Monthly Statement have their
respective meanings set forth in the Master Indenture and the Indenture
Supplement.

[TO BE PROVIDED]

         IN WITNESS WHEREOF, the undersigned has caused this Monthly Statement
to be duly executed by the its duly authorized officer as of [______________],
200[_].

                                            FORD MOTOR CREDIT COMPANY,
                                            as Servicer


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





<PAGE>




                                                                     EXHIBIT C

                    FORM OF MONTHLY ALLOCATION AND PAYMENT

                       INSTRUCTIONS TO INDENTURE TRUSTEE

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                 FORD CREDIT FLOORPLAN MASTER OWNER TRUST [__]

              SERIES 2001-[_] [FLOATING RATE] ASSET BACKED NOTES

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         The undersigned, a duly authorized representative of Ford Motor
Credit Company ("Ford Credit"), as Servicer pursuant to the Transfer and
Servicing Agreement[s], dated as of ______, 2001 (as amended and supplemented,
the "Transfer and Servicing Agreement[s]"), among Ford Credit, Ford Credit
Floorplan Master Owner Trust [__] (the "Issuer") and [Ford Credit Auto
Receivables Corporation,] [and] [Ford Credit Auto Receivables LLC] (the
"Transferor[s]"), does hereby certify as follows:

         1. Capitalized terms used in this Certificate have their respective
meanings set forth in the Transfer and Servicing Agreement or the Indenture,
dated as of __________ __, 2001 (as amended and supplemented, the
"Indenture"), between the Issuer and [Indenture Trustee], as indenture trustee
(the "Indenture Trustee"), as supplemented by the Series 2001-[_] Indenture
Supplement, dated as of __________ __, 2001 (as amended and supplemented, the
"Indenture Supplement" and, together with the Indenture, the "Series
Agreement"), as applicable.

         2.       Ford Credit is the Servicer.

         3. The undersigned is an Authorized Officer of the Servicer.

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

         5. As of the date hereof, to the best knowledge of the undersigned,
no Amortization Event occurred on or before such date.

         6. The Monthly Allocation and Payment Instructions are as follows:
[TO BE PROVIDED]

         IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
duly executed by the its duly authorized officer as of [______________],
200[_].

                                            FORD MOTOR CREDIT COMPANY,
                                            as Servicer


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