<PAGE>

                                                                     EXHIBIT 4.2

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




               CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST
                                      Trust



                                       and



                      U.S. BANK TRUST NATIONAL ASSOCIATION
                  Indenture Trustee and Securities Intermediary



                                       and



                               CONSECO BANK, INC.
                                    Servicer


                                    FORM OF

                       SERIES 2001-A INDENTURE SUPPLEMENT

                             Dated as of May 1, 2001




--------------------------------------------------------------------------------
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                    ARTICLE I

                       CREATION OF THE SERIES 2001-A NOTES

<S>                   <C>                                                                  <C>
Section 1.01.         Designation............................................................1

                                   ARTICLE II

                                   DEFINITIONS

Section 2.01.         Definitions............................................................3

                                   ARTICLE III

                                  SERVICING FEE

Section 3.01.         Servicing Compensation................................................19

                                   ARTICLE IV

                       RIGHTS OF SERIES 2001-A NOTEHOLDERS
                  AND ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.01.         Collections and Allocations...........................................20

Section 4.02.         Determination of Monthly Interest.....................................22

Section 4.03.         Determination of Monthly Principal....................................24

Section 4.04.         Application of Available Funds on Deposit in the Collection Account...25

Section 4.05.         Investor Charge-offs..................................................29

Section 4.06.         Subordinated Principal Collections....................................29

Section 4.07.         Excess Finance Charge Collections.....................................29

Section 4.08.         Shared Principal Collections..........................................29

Section 4.09.         Principal Funding Account.............................................30

Section 4.10.         Reserve Account.......................................................32

Section 4.11.         Spread Account........................................................34

Section 4.12.         Cash Collateral Account...............................................37

Section 4.13.         Determination of LIBOR................................................39

Section 4.14.         Investment Instructions...............................................39

Section 4.15.         Exchange of Notes for Transferor Amount...............................40

                                    ARTICLE V

           DELIVERY OF SERIES 2001-A NOTES; DISTRIBUTIONS; REPORTS TO
                            SERIES 2001-A NOTEHOLDERS

Section 5.01.         Delivery and Payment for the Series 2001-A Notes......................41

Section 5.02.         Distributions.........................................................41

Section 5.03.         Reports and Statements to Series 2001-A Noteholders...................42
</TABLE>

                                       i
<PAGE>

                               TABLE OF CONTENTS
                                  (continued)

<TABLE>
<CAPTION>

<S>                   <C>                                                                  <C>
                                   ARTICLE VI

                         SERIES 2001-A AMORTIZATION EVENTS

Section 6.01.         Series 2001-A Amortization Events.....................................44

                                   ARTICLE VII

            REDEMPTION OF SERIES 2001-A NOTES; SERIES FINAL MATURITY;
                               FINAL DISTRIBUTIONS

Section 7.01.         Optional Redemption of Series 2001-A Notes............................46

Section 7.02.         Series Final Maturity.................................................46

                                  ARTICLE VIII

                    RESTRICTIONS ON TRANSFER OF CLASS D NOTES

Section 8.01.         Private Placement of the Class D Notes................................48

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

Section 9.01.         Ratification of Master Indenture......................................50

Section 9.02.         Counterparts..........................................................50

Section 9.03.         Governing Law.........................................................50

Section 9.04.         Transfer of the Class D Notes.........................................50

Section 9.05.         Matters Relating to the Transferors...................................50

Section 9.06.         No Petition...........................................................50

Section 9.07.         Limitation of Liability...............................................51
</TABLE>

                                       ii
<PAGE>

                               TABLE OF CONTENTS


                                    EXHIBITS

EXHIBIT A-1           FORM OF CLASS A NOTE

EXHIBIT A-2           FORM OF CLASS B NOTE

EXHIBIT A-3           FORM OF CLASS C NOTE

EXHIBIT A-4           FORM OF CLASS D NOTE

EXHIBIT B             FORM OF MONTHLY PAYMENT INSTRUCTIONS AND NOTIFICATION TO
                      THE INDENTURE TRUSTEE

EXHIBIT C             FORM OF MONTHLY STATEMENT

EXHIBIT D             FORM OF MONTHLY SERVICER'S CERTIFICATE

                                      iii
<PAGE>

                  SERIES 2001-A INDENTURE SUPPLEMENT, dated as of May 1, 2001
(the "Indenture Supplement"), among CONSECO PRIVATE LABEL CREDIT CARD MASTER
NOTE TRUST, a business trust existing under the laws of the State of Delaware
(herein, the "Trust"), U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking
association, not in its individual capacity, but solely as the Indenture Trustee
(herein, together with its successors in the trusts created under the Master
Indenture referred to below, the "Indenture Trustee") and as the Securities
Intermediary under the Master Indenture, dated as of May 1, 2001 (the "Master
Indenture") between the Trust and the Indenture Trustee (as used in this
Indenture Supplement, the Master Indenture, together with this Indenture
Supplement is the "Indenture") and CONSECO BANK, INC., a Utah industrial loan
corporation, as Servicer (the "Servicer").

                  The Transferors may direct the Trust to issue one or more
Series of Notes in accordance with Section 2.12 of the Master Indenture. The
Transferors have directed the Trust to enter into this Indenture Supplement with
the Indenture Trustee as required by Section 2.12 to provide for the issuance,
authentication and delivery of the Class A Notes, Series 2001-A, the issuance,
authentication and delivery of the Class B Notes, Series 2001-A, the issuance,
authentication and delivery of the Class C Notes, Series 2001-A and the
issuance, authentication and delivery of the Class D Notes, Series 2001-A and to
specify the Principal Terms thereof. The Principal Terms of this Series are set
forth in this Indenture Supplement to the Master Indenture.

                                    ARTICLE I

                       CREATION OF THE SERIES 2001-A NOTES

                  Section 1.01. Designation

                  (a) There is hereby created a Series of Notes to be issued
         pursuant to the Master Indenture and this Indenture Supplement to be
         known as "Conseco Private Label Credit Card Master Note Trust, Series
         2001-A" or the "Series 2001-A Notes." The Series 2001-A Notes shall be
         issued in four Classes, the first of which shall be known as the "Class
         A Series 2001-A Floating Rate Asset Backed Notes," the second of which
         shall be known as the "Class B Series 2001-A Floating Rate Asset Backed
         Notes," the third of which shall be known as the "Class C Series 2001-A
         Floating Rate Asset Backed Notes" and the fourth of which shall be
         known as the "Class D Series 2001-A Floating Rate Asset Backed Notes."
         The Series 2001-A Notes shall be due and payable on the Series 2001-A
         Final Maturity Date.

                  (b) Series 2001-A shall be a Pool One Series and shall be in
         Principal Sharing Group One, Excess Finance Charge Sharing Group One
         and shall not be in a Reallocation Group, a Shared Enhancement Group or
         be allocated Shared Transferor Principal Collections. Series 2001-A
         shall not be subordinated to any other Series. Notwithstanding any
         provision in the Master Indenture or in this Indenture Supplement to
         the contrary, the first Payment Date with respect to Series 2001-A
         shall be the [June 2001] Payment Date, and the first Monthly Period
         shall begin on and include [May 1, 2001] and end on and include [May
         31, 2001].
<PAGE>

                  (c) In the event that any term or provision contained herein
         shall conflict with or be inconsistent with any term or provision
         contained in the Master Indenture, the terms and provisions of this
         Indenture Supplement shall be controlling. All capitalized terms not
         otherwise defined herein are defined in the Master Indenture, the
         Transfer and Servicing Agreement or the Trust Agreement. Each
         capitalized term defined herein shall relate only to the Series 2001-A
         Notes but not any other Series of Notes issued by the Trust.

                               [END OF ARTICLE I]

                                       2
<PAGE>

                                   ARTICLE II

                                   DEFINITIONS

                  Section 2.01. Definitions.

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

                  "Accumulation Period Factor" shall mean, with respect to any
Monthly Period, a fraction, (a) the numerator of which is equal to the sum of
(i) the initial invested amounts of all outstanding Series in Principal Sharing
Group One which are not Variable Funding Series, (ii) the invested amount of all
outstanding Variable Funding Series in Principal Sharing Group One which are in
the Revolving Period and (iii) the invested amount as of the end of the
Revolving Period for all Outstanding Variable Funding Series in Principal
Sharing Group One which are not in the Revolving Period and (b) the denominator
of which is equal to the sum of (i) the Initial Invested Amount, (ii) the
initial invested amounts of all outstanding Principal Sharing Group One Series
(other than Series 2001-A) that are not Variable Funding Series and are not
expected to be in their respective revolving periods as of such Monthly Period
and (iii) the Invested Amount as of the end of the Revolving Period for all
Outstanding Variable Funding Series in Principal Sharing Group One which are not
expected to be in their revolving periods as of such Monthly Period; provided,
however, that this definition may be changed at anytime if an Officer's
Certificate is delivered indicating that such action will not result in an
Adverse Effect.

                  "Accumulation Period Length" shall have the meaning assigned
such term in subsection 4.04(e).

                  "Additional Interest" shall mean, with respect to any Payment
Date, the Class A Additional Interest, the Class B Additional Interest, the
Class C Additional Interest and the Class D Additional Interest for such Payment
Date.

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

                  "Adjusted Pool One Principal Balance" shall mean an amount
equal to the greater of (a) the sum of (i) the total amount of Principal
Receivables in Pool One as of the close of business on the last day of the
immediately preceding Monthly Period (or with respect to the first Monthly
Period, the total amount as of the Closing Date) and (ii) the principal amount
on deposit in the Special Funding Account with respect to Pool One as of the
close of business on such last day (or with respect to the first Monthly Period,
the Closing Date) and (b) the sum of the numerators used to calculate the
investor percentages for allocations with respect to Principal Receivables,
Finance Charge Receivables or Defaulted Amounts, as applicable, for all Pool One
Series outstanding as of the date as to which such determination is being made;
provided,

                                       3
<PAGE>

however, that, in connection with the calculation of the Fixed Investor
Percentage, if after the commencement of the Controlled Accumulation Period or
the Early Amortization Period an Amortization Event occurs with respect to
another Series that was designated in the indenture supplement therefor as a
Series that is a "Paired Series" with respect to Series 2001-A, the Transferors
may, by written notice delivered to the Indenture Trustee and the Servicer,
designate a different numerator for the foregoing fraction, provided that (x)
such numerator is not less than the Adjusted Invested Amount as of the last day
of the revolving period for such Paired Series and (y) such action shall be
taken only upon satisfaction of the Rating Agency Condition and (z) the
Transferors shall have delivered to the Indenture Trustee an Officer's
Certificate to the effect that, based on the facts known to such officer at that
time, in the reasonable belief of the Transferors, such designation will not
cause an Amortization Event or an event that, after the giving of notice or the
lapse of time, would constitute an Amortization Event, to occur with respect to
Series 2001-A; provided further, however, that with respect to any Monthly
Period in which an Addition Date or a Removal Date occurs, the amount in clause
(a)(i) above shall be the sum of the amounts for each day in such Monthly Period
computed as follows and divided by the number of days in such Monthly Period:
(1) the aggregate amount of Principal Receivables in Pool One as of the close of
business on the last day of the prior Monthly Period, for each day in the period
from and including the first day of such Monthly Period to but excluding the
related Addition Date or Removal Date and (2) the aggregate amount of Principal
Receivables in Pool One as of the close of business on the related Addition Date
or Removal Date after adjusting for the aggregate amount of Principal
Receivables added to or removed from Pool One on the related Addition Date or
Removal Date, as the case may be, for each day in the period from and including
the related Addition Date or Removal Date to and including the last day of such
Monthly Period.

                  "Administration Fee" shall mean the fee payable to the
Administrator pursuant to the Administration Agreement, to the extent not paid
by the Transferors.

                  "Available Cash Collateral Amount" shall mean, with respect to
any Payment Date, the lesser of (a) the amount on deposit in the Cash Collateral
Account on such date (before giving effect to any deposit to, or withdrawal
from, the Cash Collateral Account to be made with respect to such date) and (b)
the lesser of the Required Cash Collateral Amount and the Adjusted Invested
Amount as of such date.

                  "Available Investor Finance Charge Collections" shall mean,
with respect to any Monthly Period, an amount equal to the sum of (a) the
Investor Finance Charge Collections, (b) the Excess Finance Charge Collections
allocated to series 2001-A (c) Principal Funding Investment Proceeds, if any,
with respect to the related Payment Date, and (d) amounts, if any, to be
withdrawn from the Reserve Account which will be deposited into the Collection
Account on the related Payment Date to be treated as Available Investor Finance
Charge Collections pursuant to subsections 4.10(b) and (d).

                  "Available Investor Principal Collections" shall mean with
respect to any Monthly Period, an amount equal to the sum of (a) (i) an amount
equal to the Investor Percentage of all Collections of Principal Receivables
received during such Monthly Period minus (ii) the amount of Subordinated
Principal Collections with respect to such Monthly Period, (b) any Shared
Principal Collections with respect to other Principal Sharing Group One Series
(including

                                       4
<PAGE>

any amounts on deposit in the Special Funding Account with respect to Pool One
that are allocated to Series 2001-A pursuant to the Master Indenture for
application as Shared Principal Collections), (c) any Refunding Proceeds and (d)
any other amounts which pursuant to Section 4.04 hereof are to be treated as
Available Investor Principal Collections with respect to the related Payment
Date.

                  "Available Reserve Account Amount" shall mean, with respect to
any Payment Date, the lesser of (a) the amount on deposit in the Reserve Account
on such date (after taking into account any interest and earnings retained in
the Reserve Account pursuant to subsection 4.10(b) on such date, but before
giving effect to any (i) deposit made or to be made pursuant to subsection
4.04(a)(x) to the Reserve Account on such date, or (ii) any withdrawal made or
to be made pursuant to subsection 4.10(d), (e) and (f) from the Reserve Account
with respect to such date) and (b) the Required Reserve Account Amount.

                  "Available Spread Account Amount" shall mean, with respect to
any Payment Date, an amount equal to the lesser of (a) the amount on deposit in
the Spread Account (exclusive of interest and earnings retained therein, unless
and until the occurrence of an Event of Default with respect to Series 2001-A
and acceleration of the maturity of the Series 2001-A Notes pursuant to Section
5.03 of the Master Indenture) on such date (before giving effect to any deposit
to, or withdrawal from, the Spread Account made or to be made with respect to
such date) and (b) the Required Spread Account Amount for such Payment Date.

                  "Base Rate" shall mean, with respect to any Monthly Period,
the annualized percentage equivalent of a fraction, the numerator of which is
equal to the sum of the Monthly Interest and the Monthly Servicing Fee, each
with respect to the related Payment Date, and the denominator of which is the
Note Principal Balance as of the first day of such Monthly Period.

                  "Cash Collateral Account" shall have the meaning specified in
subsection 4.12(a).

                  "Cash Collateral Surplus" shall mean, as of any date of
determination, the excess, if any, of (a) the amount on deposit in the Cash
Collateral Account over (b) the Required Cash Collateral Amount.

                  "Class A Additional Interest" shall have the meaning specified
in subsection 4.02(a).

                  "Class A Interest Shortfall" shall have the meaning specified
in subsection 4.02(a).

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

                  "Class A Note Initial Principal Balance" shall mean $[o].

                  "Class A Note Interest Rate" shall mean a per annum rate of
[o]% in excess of LIBOR as determined (i) on May __, 2001, for the period from
and including the Closing Date through and excluding [June 15], 2001 and (ii) on
the related LIBOR Determination Date with respect to each Interest Period
thereafter.

                                       5
<PAGE>

                  "Class A Note Principal Balance" shall mean, with respect to
any date, an amount equal to (a) the Class A Note Initial Principal Balance
minus (b) the aggregate amount of any principal payments made to the Class A
Noteholders prior to such date.

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

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

                  "Class B Additional Interest" shall have the meaning specified
in subsection 4.02(b).

                  "Class B Interest Shortfall" shall have the meaning specified
in subsection 4.02(b).

                  "Class B Monthly Interest" shall have the meaning specified in
subsection 4.02(b).

                  "Class B Note Initial Principal Balance" shall mean $[o].

                  "Class B Note Interest Rate" shall mean a per annum rate of
[o]% in excess of LIBOR as determined (i) on May __, 2001, for the period from
and including the Closing Date through and excluding [June 15], 2001 and (ii) on
the related LIBOR Determination Date with respect to each Interest Period
thereafter.

                  "Class B Note Principal Balance" shall mean, with respect to
any date, an amount equal to (a) the Class B Note Initial Principal Balance
minus (b) the aggregate amount of any principal payments made to the Class B
Noteholders prior to such date.

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

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

                  "Class C Additional Interest" shall have the meaning specified
in subsection 4.02(c).

                  "Class C Interest Shortfall" shall have the meaning specified
in subsection 4.02(c).

                  "Class C Monthly Interest" shall have the meaning specified in
subsection 4.02(c).

                  "Class C Note Initial Principal Balance" shall mean $[o].

                                       6
<PAGE>

                  "Class C Note Interest Rate" shall mean a per annum rate of
[o]% in excess of LIBOR as determined (i) on May __, 2001, for the period from
and including the Closing Date through and excluding [June 15], 2001 and (ii) on
the related LIBOR Determination Date with respect to each Interest Period
thereafter.

                  "Class C Note Principal Balance" shall mean, with respect to
any date, an amount equal to (a) the Class C Note Initial Principal Balance
minus (b) the aggregate amount of any principal payments made to the Class C
Noteholders prior to such date.

                  "Class C Noteholder" shall mean the Person in whose name a
Class C Note is registered in the Note Register.

                  "Class C Notes" shall mean any one of the Notes executed by
the Trust and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of Exhibit A-3.

                  "Class D Additional Interest" shall have the meaning specified
in subsection 4.02(d).

                  "Class D Interest Shortfall" shall have the meaning specified
in subsection 4.02(d).

                  "Class D Monthly Interest" shall have the meaning specified in
subsection 4.02(d).

                  "Class D Note Initial Principal Balance" shall mean $[.].

                  "Class D Note Interest Rate" shall mean a per annum rate of
[6.50]% in excess of LIBOR as determined (i) on May __, 2001, for the period
from and including the Closing Date through and excluding [June 15], 2001 and
(ii) on the related LIBOR Determination Date with respect to each Interest
Period thereafter.

                  "Class D Note Principal Balance" shall mean, with respect to
any date, the Class D Note Initial Principal Balance, minus the aggregate amount
of any principal payments made to the Class D Noteholders prior to such date.

                  "Class D Noteholder" shall mean the Person in whose name a
Class D Note is registered in the Note Register.

                  "Class D Notes" shall mean any one of the Notes executed by
the Trust and authenticated by or on behalf of the Indenture Trustee,
substantially in the form of Exhibit A-4.

                  "Closing Date" shall mean May __, 2001.

                  "Controlled Accumulation Amount" shall mean for any Payment
Date with respect to the Controlled Accumulation Period, $[o]; provided,
however, that if the Accumulation Period Length is determined to be less than
[o] Monthly Periods pursuant to subsection 4.04(e), the Controlled Accumulation
Amount for each Payment Date with respect to the Controlled Accumulation Period
will be equal to (a) the product of (i) the Initial Invested Amount and (ii)

                                       7
<PAGE>

the Accumulation Period Factor for such Monthly Period divided by (b) the
Required Accumulation Factor Number.

                  "Controlled Accumulation Period" shall mean, unless an
Amortization Event shall have occurred prior thereto, the period commencing at
the close of business on [o] or such later date as is determined in accordance
with subsection 4.04(e) and ending on the first to occur of (a) the commencement
of the Early Amortization Period, (b) the payment in full of the Note Principal
Balance and (c) the Series 2001-A Final Maturity Date.

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

                  "Covered Amount" shall mean an amount, determined as of each
Payment Date with respect to any Interest Period during the Controlled
Accumulation Period, equal to the sum of (a) the product of (i) a fraction, the
numerator of which is the actual number of days in such Interest Period and the
denominator of which is 360, times (ii) the Class A Note Interest Rate in effect
with respect to such Interest Period, times (iii) the aggregate amount on
deposit in the Principal Funding Account up to the Class A Note Principal
Balance as of the Record Date preceding such Payment Date, plus (b) the product
of (i) a fraction, the numerator of which is the actual number of days in such
Interest Period and the denominator of which is 360, times (ii) the Class B Note
Interest Rate in effect with respect to such Interest Period, times (iii) the
aggregate amount on deposit in the Principal Funding Account in excess of the
Class A Note Principal Balance as of the Record Date preceding such Payment
Date, up to the Class B Note Principal Balance, plus (c) the product of (i) a
fraction, the numerator of which is the actual number of days in such Interest
Period and the denominator of which is 360, times (ii) the Class C Note Interest
Rate in effect with respect to such Interest Period, times (iii) the aggregate
amount on deposit in the Principal Funding Account in excess of the sum of the
Class A Note Principal Balance and the Class B Note Principal Balance as of the
Record Date preceding such Payment Date, up to the Class C Note Principal
Balance, plus (d) the product of (i) a fraction, the numerator of which is the
actual number of days in such Interest Period and the denominator of which is
360, times (ii) the Class D Note Interest Rate in effect with respect to such
Interest Period, times (iii) the aggregate amount on deposit in the Principal
Funding Account in excess of the sum of the Class A Note Principal Balance, the
B Note Principal Balance and the Class C Note Principal Balance as of the Record
Date preceding such Payment Date, up to the Class D Note Principal Balance.

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

                                       8
<PAGE>

                  "Early Amortization Period" shall mean the period commencing
on the first day of the Monthly Period on which an Amortization Event with
respect to Series 2001-A is deemed to have occurred or, if the Servicer is
required to make daily deposits into the Collection Account, on the day such
Amortization Event is deemed to have occurred, and ending upon the earlier to
occur of (a) the payment in full of the Note Principal Balance to the Series
2001-A Noteholders and (b) the Series 2001-A Final Maturity Date.

                  "Eligible Investments" shall mean, with respect to funds
allocable to Series 2001-A in the Collection Account, the Principal Funding
Account, the Reserve Account and the Cash Collateral Account, "Eligible
Investments" as defined in the Master Indenture, except that (a) all references
in such definition to "rating satisfactory to the Rating Agency" shall mean
ratings of not less than "A-1+", "P-1" and "F-1+" (whichever is applicable),
unless otherwise specified by the Rating Agency, and (b) all such investments
shall have maturities at the time of the acquisition thereof occurring no later
than the Payment Date following such date of acquisition.

                  "Excess Spread Percentage" shall mean, with respect to any
Monthly Period, the amount, if any by which the Series Portfolio Yield exceeds
the Base Rate.

                  "Expected Principal Payment Date" shall mean the [o] Payment
Date.

                  "Finance Charge Shortfall" shall have the meaning specified in
Section 4.07.

                  "Fixed Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, (a) the numerator of which is the Invested Amount as of the
close of business on the last day of the Revolving Period and (b) the
denominator of which is the Adjusted Pool One Principal Balance.

                  "Floating Investor Percentage" shall mean, with respect to any
Monthly Period, the percentage equivalent (which percentage shall never exceed
100%) of a fraction, (a) the numerator of which is the Adjusted Invested Amount
as of the close of business on the last day of the preceding Monthly Period (or
with respect to the first Monthly Period, the Initial Invested Amount) and (b)
the denominator of which is the Adjusted Pool One Principal Balance.

                  "Initial Invested Amount" shall mean $[o].

                  "Initial Transferor Amount" shall mean $[o].

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

                  "Invested Amount" shall mean, as of any date of determination,
an amount equal to the Initial Invested Amount minus (a) the amount of principal
previously paid to the Series 2001-A Noteholders (including the principal amount
of any Notes purchased by the Transferors) and (b) the amount of unreimbursed
Investor Charge-offs and Subordinated Principal Collections.

                  "Investor Charge-off" shall have the meaning specified in
Section 4.05.

                                       9
<PAGE>

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

                  "Investor Finance Charge Collections" shall mean, with respect
to any Payment Date, an amount equal to the product of (a) Investor Percentage
for the related Monthly Period and (b) Collections of Finance Charge Receivables
(including Recoveries treated as Collections of Finance Charge Receivables)
deposited in the Collection Account for the related Monthly Period.

                  "Investor Percentage" shall mean, for any Monthly Period, (a)
with respect to (i) Finance Charge Receivables at any time, (ii) Principal
Receivables during the Revolving Period and (iii) Defaulted Amounts at any time,
the Floating Investor Percentage and (b) with respect to Principal Receivables
during any period other than the Revolving Period, the Fixed Investor
Percentage.

                  "LIBOR" shall mean, 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 the provisions
of Section 4.13.

                  "LIBOR Determination Date" shall mean (a) [May __,] 2001 for
the period from and including the Closing Date through and including [June __,]
2001 and (b) the second London Business Day prior to the commencement of the
second and each subsequent Interest Period.

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

                  "Modified Excess Spread Percentage" shall mean, with respect
to the first Monthly Period an amount equal to the percentage equivalent of a
fraction, the numerator of which is (y) the product of (a) an amount equal to
the excess, if any, of (i) the amount of Collections of Finance Charge
Receivables deposited in the Collection Account and allocable to the Series
2001-A Noteholders for such first Monthly Period less the Investor Default
Amount for such first Monthly Period over (ii) the sum of (A) the product of (I)
the Class A Monthly Interest for the related Interest Period times (II) a
fraction (a) the numerator of which is the actual number of days in such first
Monthly Period and (b) the denominator of which is the actual number of days in
the related Interest Period plus (B) the product of (I) the Class B Monthly
Interest for such Interest Period times (II) a fraction (a) the numerator of
which is the actual number of days in such first Monthly Period and (b) the
denominator of which is the actual number of days in such Interest Period plus
(C) the product of (I) the Class C Monthly Interest for such Interest Period
times (II) a fraction (a) the numerator of which is the actual number of days in
such first Monthly Period plus (D) the product of (I) the Class D Monthly
Interest for such Interest Period times (II) a fraction (a) the numerator of
which is the actual number of days in such first Monthly Period and (b) the
denominator of which is the actual number of days in such Interest Period plus
(E) the Monthly Servicing Fee with respect to the Payment Date relating to such
first Monthly Period, times (b) a fraction, the numerator of which is 360 and
the denominator of which is [o]; and the denominator of which is (z) the Initial
Invested Amount.

                                       10
<PAGE>

                  "Monthly Administration Fee" shall mean the product of (i)
one-twelfth of the Administration Fee and (ii) the Floating Investor Percentage.

                  "Monthly Interest" shall mean, with respect to any Payment
Date, the sum of the Class A Monthly Interest, the Class B Monthly Interest, the
Class C Monthly Interest and the Class D Monthly Interest for such Payment Date.

                  "Monthly Principal" shall mean the monthly principal
distributable in respect of the Notes or as deposits to the Principal Funding
Account as calculated in accordance with Section 4.03.

                  "Monthly Servicing Fee" shall mean, for any Payment Date, an
amount equal to one-twelfth of the product of:

                  (a) the Servicing Fee Rate;

                  (b) the Floating Investor Percentage for the related Monthly
         Period; and

                  (c) the total amount of Principal Receivables in Pool One as
         of the close of business on the last day of the immediately preceding
         Monthly Period, or with respect to the first Monthly Period, the total
         amount of Principal Receivables in Pool One as of the Closing Date, in
         either case, excluding the principal portion of Participation
         Interests;

         provided, however, that with respect to any Monthly Period in which an
         Addition Date or a Removal Date occurs, the amount in clause (c) above
         shall be the sum of the amounts for each day in that Monthly Period
         computed as follows and divided by the number of days in that Monthly
         Period:

                  (i)      the aggregate amount of Principal Receivables in Pool
                           One, excluding the principal portion of participation
                           interests, as of the close of business on the last
                           day of the prior Monthly Period, for each day in the
                           period from and including the first day of that
                           Monthly Period to but excluding the related Addition
                           Date or Removal Date; and

                  (ii)     the aggregate amount of Principal Receivables in Pool
                           One, excluding the principal portion of participation
                           interests, as of the close of business on the related
                           Addition Date or Removal Date after adjusting for the
                           aggregate amount of Principal Receivables in Pool
                           One, excluding the principal portion of Participation
                           Interests, added to or removed on the related
                           Addition Date or Removal Date, as the case may be,
                           for each day in the period from and including the
                           related Addition Date or Removal Date to and
                           including the last day of that Monthly Period;

         provided further, that with respect to the first Payment Date, the
         Monthly Servicing Fee will equal $[o].

                  "Monthly Subordination Amount" shall mean with respect to any
Monthly Period an amount equal to the sum of:

                                       11
<PAGE>

                  (a) the lower of (i) the excess of the amounts distributable
         pursuant to subsection 4.04(a)(i) over the Available Investor Finance
         Charge Collections allocated with respect thereto pursuant to
         subsection 4.04(a)(i) and the amount withdrawn from the Cash Collateral
         Account to be used to pay amounts due under subsection 4.04(a)(i) and
         (ii) (1) the product of (I) [o]% and (II) the Initial Invested Amount
         minus (2) the amount of unreimbursed Investor Charge-offs (after giving
         effect to Investor Charge-offs for the related Monthly Period) and
         unreimbursed Subordinated Principal Collections (as of the previous
         Payment Date);

                  (b) the lower of (i) the excess of the amounts distributable
         pursuant to subsections 4.04(a)(ii), over the Available Investor
         Finance Charge Collections allocated with respect thereto pursuant to
         subsections 4.04(a)(ii) and the amount withdrawn from the Cash
         Collateral Account to be used to pay amounts due under subsection
         4.04(a)(ii) and (ii)(1) the product of (I) [o]% and (II) the Initial
         Invested Amount minus (2) the amount of unreimbursed Investor
         Charge-offs (after giving effect to Investor Charge-offs for the
         related Monthly Period) and unreimbursed Subordinated Principal
         Collections, (including amounts allocated pursuant to clause (a) above
         with respect to the related Payment Date); and

                  (c) the lower of (i) the excess of the amounts distributable
         pursuant to subsections 4.04(a)(iii) and 4.04(a)(iv), over the
         Available Investor Finance Charge Collections allocated with respect
         thereto pursuant to subsections 4.04(a)(iii) and (iv) and the amount
         withdrawn from the Cash Collateral Account to be used to pay amounts
         due under subsections 4.04(a)(iii) and 4.04(a)(iv), and (ii)(1) the
         product of (I) [o]% and (II) the Initial Invested Amount minus (2) the
         amount of unreimbursed Investor Charge-offs (after giving effect to
         Investor Charge-offs for the related Monthly Period) and unreimbursed
         Subordinated Principal Collections, (including amounts allocated
         pursuant to clauses (a) and (b) above with respect to the related
         Payment Date).

                  "Note Principal Balance" shall mean, at any time of
determination, the sum of the Class A Note Principal Balance, the Class B Note
Principal Balance, the Class C Note Principal Balance and the Class D Principal
Balance.

                  "Payment Date" shall mean ___________, 2001 and the fifteenth
day of each calendar month thereafter, or if such fifteenth day is not a
Business Day, the next succeeding Business Day.

                  "Pool One" shall mean the pool of Receivables listed on
Schedule P1 of the Master Indenture.

                  "Pool One Series" shall mean Series 2001-A and each other
Series which is designated as a Pool One Series in the related Indenture
Supplement.

                  "Principal Funding Account" shall have the meaning set forth
in subsection 4.09(a).

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

                                       12
<PAGE>

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

                  "Principal Sharing Group One" shall mean Series 2001-A and
each other Series specified in the related Indenture Supplement to be included
in Principal Sharing Group One.

                  "Quarterly Excess Spread Percentage" shall mean (a) with
respect to the [June] 2001 Payment Date, the Modified Excess Spread Percentage,
(b) with respect to the [July] 2001 Payment Date, the percentage equivalent of a
fraction the numerator of which is the sum of (i) the Modified Excess Spread
Percentage for the first Monthly Period and (ii) the Excess Spread Percentage
with respect to the [July] 2001 Monthly Period and the denominator of which is
two (2), (c) with respect to the [August] 2001 Payment Date, the percentage
equivalent of a fraction the numerator of which is the sum of (i) the Modified
Excess Spread Percentage for the first Monthly Period, (ii) the Excess Spread
Percentage with respect to the [July] 2001 Monthly Period and (iii) the Excess
Spread Percentage with respect to the [July] 2001 Monthly Period and the
denominator of which is three (3) and (d) with respect to the [September]
Payment Date and each Payment Date thereafter, the percentage equivalent of a
fraction the numerator of which is the sum of the Excess Spread Percentages with
respect to the immediately preceding three Monthly Periods and the denominator
of which is three (3).

                  "Rating Agency" shall mean each of Standard & Poor's, Moody's
and Fitch.

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

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

                  "Refunding Proceeds" shall mean with respect to any Payment
Date, any proceeds of the issuance of a new Series of Notes remitted by the
Transferors, with the prior written consent of the Indenture Trustee at least
one Business Day prior to such Payment Date, for deposit into the Collection
Account and application as Available Investor Principal Collections.

                  "Required Accumulation Factor Number" shall be equal to a
fraction, rounded upwards to the nearest whole number, the numerator of which is
one and the denominator of which is equal to the lowest monthly principal
payment rate (calculated based upon Collections of Principal Receivables for any
Monthly Period, over the amount of Principal Receivables on the first day of
such Monthly Period) on the Accounts for the 12 months preceding the date of
such calculation; provided, however, that this definition may be changed at any
time if the Rating Agency Condition is satisfied.

                                       13
<PAGE>

                  "Required Cash Collateral Amount" shall mean, with respect to
any Payment Date, the greater of (i) the product of (a) the Adjusted Invested
Amount as of such Payment Date after taking into account distributions made on
such date, and (b) ___% and (ii) $_______; provided, however, that (i) if there
are any withdrawals from the Cash Collateral Account pursuant to subsection
4.12(c), or a Amortization Event occurs with respect to Series 2001-A, then the
Required Cash Collateral Amount for any Payment Date shall equal the Required
Cash Collateral Amount on the Payment Date immediately preceding such withdrawal
or Amortization Event, (ii) in no event shall the Required Cash Collateral
Amount exceed the Adjusted Invested Amount on any such date and (iii) the
Required Cash Collateral Amount may be reduced without the consent of the Series
2001-A Noteholders, if (q) the Rating Agency Condition is satisfied and (r) the
Servicer shall have delivered to the Indenture Trustee an Officer's Certificate
to the effect that, based on the facts known to such officer at such time, in
the reasonable belief of the Servicer, such reduction will not cause an Adverse
Effect.

                  "Required Cash Collateral Draw Amount" shall have the meaning
specified in subsection 4.12(c).

                  "Required Reserve Account Amount" shall mean, with respect to
any Payment Date on or after the Reserve Account Funding Date, an amount equal
to (a) 0.50% of the Note Principal Balance or (b) any other amount designated by
the Transferors; provided, however, that if such designation is of a lesser
amount, the Transferors shall (i) provide the Servicer and the Indenture Trustee
with evidence that the Rating Agency Condition shall have been satisfied and
(ii) deliver to the Indenture Trustee an Officer's Certificate indicating that
such designation will not result in an Adverse Effect.

                  "Required Spread Account Amount" shall mean, with respect to
any date of determination, the product of (i) the Spread Account Percentage in
effect on such date and (ii) the Initial Invested Amount; provided that the
Required Spread Account Amount shall not exceed the sum of the Class C Note
Principal Balance and the Class D Note Principal Balance minus the excess, if
any, of the Principal Funding Account Balance over the sum of the Class A Note
Principal Balance and the Class B Note Principal Balance on such date of
determination; provided, however, that on or after the occurrence of an Event of
Default with respect to Series 2001-A and acceleration of the maturity of the
maturity of the Series 2001-A Notes pursuant to Section 5.03 of the Master
Indenture the Required Spread Account Amount shall equal the Note Principal
Balance.

                  "Required Transferor Amount" shall have the meaning specified
in the Master Indenture.

                  "Required Transferor Percentage" shall mean with respect to
Pool One, (a) initially [o]% or (b) any other percentage designated by the
Transferors; provided, however, that if such designation is of a lesser amount,
the Transferors shall (i) provide the Servicer and the Indenture Trustee with
evidence that the Rating Agency Condition shall have been satisfied and (ii)
deliver to the Indenture Trustee a certificate of an authorized officer to the
effect that, based on the facts known to such officer at such time, in the
reasonable belief of the Transferors, such designation will not have an Adverse
Effect.

                                       14
<PAGE>

                  "Reserve Account" shall have the meaning specified in
subsection 4.10(a).

                  "Reserve Account Funding Date" shall mean (a) the third
Payment Date prior to the scheduled commencement of the Controlled Accumulation
Period if the average Excess Spread Percentage for any three consecutive months
is [o]% or greater, (b) the fourth Payment Date prior to the scheduled
commencement of the Controlled Accumulation Period if the average Excess Spread
Percentage for any three consecutive months is [o]% or greater, but less than
[o]%, (c) the sixth Payment Date prior to the scheduled commencement of the
Controlled Accumulation Period if the average Excess Spread Percentage for any
three consecutive months is [o]% or greater, but less than [o]% and (d) the
twelfth Payment Date prior to the scheduled commencement of the Controlled
Accumulation Period if the average Excess Spread Percentage for any three
consecutive months is less than [o]%. For purposes of this definition, Excess
Spread Percentage shall be determined for each month beginning [o] months prior
to the scheduled commencement of the Controlled Accumulation Period.

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

                  "Reserve Draw Amount" shall mean, with respect to each Payment
Date relating to the Controlled Accumulation Period or the first Payment Date
relating to the Early Amortization Period, the amount, if any, by which the
Principal Funding Investment Proceeds for such Payment Date are less than the
Covered Amount determined as of such Payment Date.

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

                  "Series 2001-A" shall mean the Series of Notes for which the
terms are specified in this Indenture Supplement.

                  "Series 2001-A Accounts" shall mean the Cash Collateral
Account, the Reserve Account, the Spread Account and the Principal Funding
Account.

                  "Series 2001-A Amortization Event" shall have the meaning
specified in Section 6.01.

                  "Series 2001-A Cut-off Date" shall mean the close of business
on [o], 2001.

                  "Series 2001-A Final Maturity Date" shall mean the earliest to
occur of (a) the [o] Payment Date, (b) the Payment Date on which the Notes are
paid in full and (c) the termination of the Trust pursuant to Section 11.01 of
the Master Indenture.

                  "Series 2001-A Note" shall mean a Class A Note, a Class B
Note, a Class C Note or a Class D Note.

                                       15
<PAGE>

                  "Series 2001-A Noteholder" shall mean a Class A Noteholder, a
Class B Noteholder, a Class C Noteholder or a Class D Noteholder.

                  "Series 2001-A Principal Shortfall" shall have the meaning
specified in Section 4.08.

                  "Series Adjusted Invested Amount" shall mean, with respect to
any Monthly Period:

                  (a) during the Revolving Period, the Invested Amount as of the
         last day of the immediately preceding Monthly Period;

                  (b) during the Controlled Accumulation Period, the amount
         specified in clause (a) above as of the close of business on the last
         day of the Revolving Period less unreimbursed Investor Charge-offs
         thereafter; provided, however, that on any date, at the option of the
         Transferors (the exercise of such option to be evidenced by written
         instructions from the Transferors to the Servicer and the Indenture
         Trustee) and upon ten days written notice to the Rating Agency, such
         amount may be reduced below the amount specified for the previous
         Monthly Period to an amount not less than the greater of (i) the
         Adjusted Invested Amount as of the last day of the immediately
         preceding Monthly Period (less any amounts deposited into the Principal
         Funding Account since the last day of the immediately preceding Monthly
         Period) and (ii) an amount that, if used as the numerator of the Fixed
         Investor Percentage for the remainder of the Controlled Accumulation
         Period, would assure that Available Investor Principal Collections for
         this Series plus the product of the aggregate amount of the Shared
         Principal Collections during each Monthly Period multiplied by a
         fraction the numerator of which is the Invested Amount of this Series
         and the denominator of which is the aggregate invested amount of all
         Series not scheduled to be in their revolving period during such
         Monthly Period would equal at least 125% of the applicable Controlled
         Accumulation Amount for such Monthly Period for so long as the Invested
         Amount is greater than zero, assuming for this purpose that (A) the
         payment rate with respect to Collections of Principal Receivables
         remains constant at the level of the immediately preceding Monthly
         Period, (B) the total amount of Principal Receivables theretofore
         conveyed to and in the Trust (and the Special Funding Amount) remains
         constant at the level existing on the date of such reduction, (C) no
         amortization event with respect to any Series will subsequently occur
         and (D) no additional Series (other than any Series being issued on the
         date of such reduction) will be subsequently issued; and

                  (c) during any Early Amortization Period, the Invested Amount
         as of the last day of the Revolving Period less unreimbursed Investor
         Charge-offs thereafter or, if less, the amount last determined pursuant
         to clause (b) above during the Controlled Accumulation Period.

                  "Series Portfolio Yield" shall mean, with respect to any
Monthly Period, the annualized percentage equivalent of a fraction, (a) the
numerator of which is the Available Investor Finance Charge Collections with
respect to such Monthly Period less the Excess Finance Charge Collections
allocated to Series 2001-A for such Monthly Period and minus the Investor
Default Amount for such Monthly Period, and (b) the denominator of which is the
Note Principal Balance as of the last day of the immediately preceding Monthly
Period; provided, however, that Excess Finance Charge Collections allocated to
Series 2001-A with respect to a

                                       16
<PAGE>

Monthly Period may be included in Available Investor Finance Charge Collections,
provided that the Servicer has provided ten Business Days notice to each Rating
Agency and no withdrawal or downgrade of any rating on any outstanding Series or
Class of Notes will occur as a result of this inclusion.

                  "Servicing Fee Rate" shall mean 2% per annum or such lesser
percentage as may be specified by the Servicer in an Officer's Certificate filed
with the Indenture Trustee; provided, however, that (a) such Officer's
Certificate shall state that, in the reasonable belief of the Servicer, such
change in percentage will not result in an Adverse Effect, (b) the Servicer
shall have provided written notice of such change to each Rating Agency at least
ten days prior to the date such change is to take effect and the Rating Agency
Condition shall have been satisfied.

                  "Spread Account" shall have the meaning specified in
subsection 4.11(a).

                  "Spread Account Deficiency" shall mean the excess, if any, of
the Required Spread Account Amount over the Available Spread Account Amount.

                  "Spread Account Percentage" shall mean, (i) [o]%, if the
Quarterly Excess Spread Percentage on such Payment Date is greater than or equal
to [o]%, (ii) [o]%, if the Quarterly Excess Spread Percentage on such Payment
Date is less than [o]% and greater than or equal to [o]%, (iii) [o]%, if the
Quarterly Excess Spread Percentage on such Payment Date is less than [o]% and
greater than or equal to [o]%, (iv) [o]%, if the Quarterly Excess Spread
Percentage on such Payment Date is less than [o]% and greater than or equal to
[o]%, (v) [o]%, if the Quarterly Excess Spread Percentage on such Payment Date
is less than [o]% and greater than or equal to [o]%, and (vi) [o]%, if the
Quarterly Excess Spread Percentage on such Payment Date is less than [o]%,
provided, that if a an Amortization Event with respect to Series 2001-A has
occurred, the Spread Account Percentage shall be [o]%.

                  "Subordinated Principal Collections" shall mean with respect
to any Monthly Period, Available Investor Principal Collections applied in
accordance with Section 4.06 in an amount not to exceed the lesser of the
Monthly Subordination Amount for the related Monthly Period and the Invested
Amount after giving effect to any Investor Charge-offs for the related Payment
Date.

                  "Telerate Page 3750" shall mean 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).

                   "Variable Funding Series" shall mean any Series, the invested
amount of which may be increased or decreased subject to the satisfaction of
certain conditions specified in the Indenture Supplement related to such Series.

                  Each capitalized term defined herein shall relate to the
Series 2001-A Notes and no other Series of Notes issued by the Trust, unless the
context otherwise requires. All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the Master Indenture or the
Transfer and Servicing Agreement. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any term or

                                       17
<PAGE>

provision contained in the Master Indenture or Transfer and Servicing Agreement,
the terms and provisions of this Indenture Supplement shall govern.

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


                               [END OF ARTICLE II]

                                       18
<PAGE>

                                   ARTICLE III

                                  SERVICING FEE

                  Section 3.01. Servicing Compensation .

                  (a) Servicing Fee. The share of the Servicing Fee allocable to
         the Series 2001-A Noteholders with respect to any Payment Date shall
         equal the Monthly Servicing Fee. The portion of the Servicing Fee that
         is not allocable to the Series 2001-A Noteholders shall be paid by the
         holders of the Transferors' Interest or the noteholders of other Series
         (as provided in the related Indenture Supplements), and in no event
         shall the Trust, the Indenture Trustee or the Series 2001-A Noteholders
         be liable for the share of the Servicing Fee to be paid by the holders
         of the Transferors' Interest or the noteholders of any other Series.


                              [END OF ARTICLE III]

                                       19
<PAGE>

                                   ARTICLE IV

                       RIGHTS OF SERIES 2001-A NOTEHOLDERS
                  AND ALLOCATION AND APPLICATION OF COLLECTIONS

                  Section 4.01. Collections and Allocations.

                  (a) Allocations. Collections of Finance Charge Receivables and
         Principal Receivables and Defaulted Receivables allocated to Series
         2001-A pursuant to Article VIII of the Master Indenture shall be
         allocated and distributed as set forth in this Article.

                  (b) Payments to the Transferors. The Servicer shall on Deposit
         Dates direct the Indenture Trustee to withdraw from the Collection
         Account and pay to the Transferors the following amounts:

                  (i)      an amount equal to the Transferor Percentage for the
                           related Monthly Period of Collections of Finance
                           Charge Receivables to the extent that such amount is
                           then on deposit in the Collection Account; and

                  (ii)     (A) if the Transferor Amount exceeds the Required
                           Transferor Amount (determined after giving effect to
                           any Principal Receivables transferred to the Trust
                           and included in Pool One on such Deposit Date), an
                           amount equal to the Transferor Percentage for the
                           related Monthly Period of Collections of Principal
                           Receivables for Pool One that are then on deposit in
                           the Collection Account,] and

                           (B) if the Transferor Amount does not exceed the
                           Required Transferor Amount (determined after giving
                           effect to any Principal Receivables transferred to
                           the Trust and included in Pool One on such Deposit
                           Date), the amount set forth in clause (A) shall be
                           deposited into the Special Funding Account.

                  The withdrawals to be made from the Collection Account
         pursuant to this subsection 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 Receivables or the Notes pursuant to
         Section 2.06 or 7.01 of the Transfer and Servicing Agreement or Section
         11.04 of the Indenture and payment of the redemption price for the
         2001-A Notes pursuant to Section 7.01 of this Indenture Supplement.

                  (c) Allocations to the Series 2001-A Noteholders. The Servicer
         shall, prior to the close of business on any Deposit Date, allocate, or
         cause the Indenture Trustee to allocate, to the Series 2001-A
         Noteholders the following amounts as set forth below:

                           (i) Allocations of Investor Finance Charge
                  Collections. The Servicer shall allocate to the Series 2001-A
                  Noteholders and retain in the Collection Account for

                                       20
<PAGE>

                  application as provided herein an amount equal to the product
                  of (A) the Investor Percentage and (B) the aggregate amount of
                  Collections of Finance Charge Receivables deposited in the
                  Collection Account on such Deposit Date.

                           (ii) Allocations of Principal Collections. The
                  Servicer shall allocate, or cause the Indenture Trustee to
                  allocate, to the Series 2001-A Noteholders the following
                  amounts as set forth below:

                  (a) Allocations During the Revolving Period. During the
         Revolving Period an amount equal to the product of (I) the Investor
         Percentage and (II) the aggregate amount of Collections of Principal
         Receivables deposited in the Collection Account on such Deposit Date,
         shall be allocated to the Series 2001-A Noteholders and shall be first,
         if any other Principal Sharing Series in Group One is outstanding and
         in its amortization period or accumulation period, retained in the
         Collection Account for application, to the extent necessary, as Shared
         Principal Collections to other Series in Group One on the related
         Payment Date, and second paid to the Holders of the Transferors'
         Interest only if the Transferor Amount on such Deposit Date is greater
         than the Required Transferor Amount (after giving effect to all
         Principal Receivables transferred to the Trust and included in Pool One
         on such day) and otherwise shall be deposited in the Special Funding
         Account for Pool One. Notwithstanding the immediately preceding
         sentence, for any Deposit Date the Servicer shall cause the Indenture
         Trustee to allocate to the Series 200A-1 Noteholders an amount equal to
         the product of (I) ____%, (II) the Investor Percentage and (III) the
         aggregate amount of Collections of Principal Receivables deposited in
         the Collection Account on such Deposit Date and such amount shall be
         retained in the Collection Account (such amounts are hereinafter
         referred to as "Subordinated Principal Reserves") and shall be retained
         in the Collection Account for application as Subordinated Principal
         Collections on the related Payment Date as provided herein, and the
         Servicer shall cause the Indenture Trustee to allocate to the Series
         2001-A Noteholders an amount equal to the product of (I) ____%, (II)
         the Investor Percentage and (III) the aggregate amount of Collections
         of Principal Receivables deposited in the Collection Account on such
         Deposit Date and such amount shall be first, if any other Principal
         Sharing Series in Group One is outstanding and in its amortization
         period or accumulation period, retained in the Collection Account for
         application, to the extent necessary, as Shared Principal Collections
         to other Series in Group One on the related Distribution Date, and
         second paid to the Holders of the Transferors' Interest only if the
         Transferor Amount as calculated on such Deposit Date is greater than
         the Required Transferor Amount (after giving effect to all Principal
         Receivables transferred to the Trust and included in Pool One on such
         day) and otherwise shall be deposited in the Special Funding Account
         for Pool One.

                  (b) Allocations During the Controlled Accumulation Period.
         During the Controlled Accumulation Period an amount equal to the
         product of (I) the Investor Percentage and (II) the aggregate amount of
         Collections of Principal Receivables deposited in the Collection
         Account on such Deposit Date shall be allocated to the Series 2001-A
         Noteholders and deposited in the Principal Funding Account until
         applied as provided herein; provided, however, that if such Collections
         with respect to such Monthly Period exceed the Controlled Deposit
         Amount for the related Payment Date then such

                                       21
<PAGE>

         excess shall be first, if any other Principal Sharing Series in
         Principal Sharing Group One is outstanding and in its amortization
         period or accumulation period, retained in the Collection Account for
         application, to the extent necessary, as Shared Principal Collections
         to other Series in Principal Sharing Group One on the related Payment
         Date, and second, paid to the holders of the Transferors' Interest only
         if the Transferor Amount on such Deposit Date is greater than the
         Required Transferor Amount (after giving effect to all Principal
         Receivables transferred to the Trust and included in Pool One on such
         day) and otherwise shall be deposited in the Special Funding Account
         for Pool One.

                  (c) Allocations During the Early Amortization Period. During
         the Early Amortization Period, an amount equal to the product of (I)
         the Investor Percentage and (II) the aggregate amount of Collections of
         Principal Receivables deposited in the Collection Account on such
         Deposit Date, shall be allocated to the Series 2001-A Noteholders and
         retained in the Collection Account until applied as provided herein;
         provided, however, that after the date on which an amount of such
         Collections equal to the Note Principal Balance has been deposited into
         the Collection Account and allocated to the Series 2001-A Noteholders,
         the excess over such amount shall be first, if any other Principal
         Sharing Series in Principal Sharing Group One is outstanding and in its
         amortization period or accumulation period, retained in the Collection
         Account for application, to the extent necessary, as Shared Principal
         Collections on the related Payment Date, and second, paid to the
         holders of the Transferors' Interest only if the Transferor Amount on
         such date is greater than the Required Transferor Amount (after giving
         effect to all Principal Receivables transferred to the Trust on such
         day) and otherwise shall be deposited in the Special Funding Account
         for Pool One.

                  Section 4.02. Determination of Monthly Interest.

                  (a) The amount of monthly interest ("Class A Monthly
         Interest") distributable from the Collection Account with respect to
         the Class A Notes on any Payment Date shall 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
         preceding Monthly Period (or, with respect to the initial Payment Date,
         the Class A Note Initial Principal Balance).

                  On the Determination Date preceding each Payment Date, the
         Servicer shall determine the excess, if any (the "Class A Interest
         Shortfall"), of (x) the Class A Monthly Interest for such Payment Date
         and any unpaid Class A Monthly Interest for a prior Payment Date over
         (y) the aggregate amount of funds allocated and available to pay such
         Class A Monthly Interest on such Payment Date. If the Class A Interest
         Shortfall with respect to any Payment Date is greater than zero, on
         each subsequent Payment Date until such Class A Interest Shortfall is
         fully paid, an additional amount ("Class A Additional Interest") equal
         to the product of (i) 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 (ii) the Class A Note Interest Rate in effect with
         respect to the related Interest Period times (iii) such Class A
         Interest Shortfall (or the portion thereof which has not been paid to
         the Class A Noteholders (after giving effect to the
                                       22
<PAGE>

         application of the proceeds of any draw made on the Cash Collateral
         Account as provided in subsections 4.04(a)(i) and 4.12(c) for the
         purpose of paying such amount with respect to such Payment Date) shall
         be payable as provided herein with respect to the Class A Notes.
         Notwithstanding anything to the contrary herein, Class A Additional
         Interest shall be payable or distributed to the Class A Noteholders
         only to the extent permitted by applicable law.

                  (b) The amount of monthly interest ("Class B Monthly
         Interest") distributable from the Collection Account with respect to
         the Class B Notes on any Payment Date shall 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
         preceding Monthly Period (or with respect to the Initial Payment Date,
         the Class B Note Initial Principal Balance).

                  On the Determination Date preceding each Payment Date, the
         Servicer shall determine the excess, if any (the "Class B Interest
         Shortfall"), of (x) the Class B Monthly Interest for such Payment Date
         and any unpaid Class B Monthly Interest for a prior Payment Date over
         (y) the aggregate amount of funds allocated and available to pay such
         Class B Monthly Interest on such Payment Date (after giving effect to
         any withdrawal from the Cash Collateral Account with respect to such
         Payment Date). If the Class B Interest Shortfall with respect to any
         Payment Date is greater than zero, on each subsequent Payment Date
         until such Class B Interest Shortfall is fully paid, an additional
         amount ("Class B Additional Interest") equal to the product of (i) 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 (ii)
         the Class B Note Interest Rate in effect with respect to the related
         Interest Period times (iii) such Class B Interest Shortfall (or the
         portion thereof which has not been paid to the Class B Noteholders
         (after giving effect to the application of the proceeds of any draw
         made on the Cash Collateral Account as provided in subsections
         4.04(a)(ii) and 4.12(c) for the purpose of paying such amount with
         respect to such Payment Date) shall be payable as provided herein with
         respect to the Class B Notes. Notwithstanding anything to the contrary
         herein, Class B Additional Interest shall be payable or distributed to
         the Class B Noteholders only to the extent permitted by applicable law.

                  (c) The amount of monthly interest ("Class C Monthly
         Interest") distributable from the Collection Account with respect to
         the Class C Notes on any Payment Date shall 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 C Note Interest Rate in effect with
         respect to the related Interest Period and (ii) the Class C Note
         Principal Balance as of the close of business on the last day of the
         preceding Monthly Period (or with respect to the Initial Payment Date,
         the Class C Note Initial Principal Balance).

                  On the Determination Date preceding each Payment Date, the
         Servicer shall determine the excess, if any (the "Class C Interest
         Shortfall"), of (x) the Class C Monthly Interest for such Payment Date
         and any unpaid Class C Monthly Interest for a prior Payment Date over
         (y) the aggregate amount of funds allocated and available to pay such
         Class C Monthly Interest on such Payment Date. If the Class C Interest
         Shortfall with respect to any Payment
                                       23
<PAGE>

         Date is greater than zero, on each subsequent Payment Date until such
         Class C Interest Shortfall is fully paid, an additional amount ("Class
         C Additional Interest") equal to the product of (i) 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 (ii) the Class C Note
         Interest Rate in effect with respect to the related Interest Period
         times (iii) such Class C Interest Shortfall (or the portion thereof
         which has not been paid to the Class C Noteholders (after giving effect
         to the application of the proceeds of any draw made on the Cash
         Collateral Account as provided in subsections 4.04(a)(iii) and 4.12(c)
         for the purpose of paying such amount with respect to such Payment Date
         and to the application of the proceeds of any draw made on the Spread
         Account as provided in subsections 4.04(a)(iii) and 4.11(c) for the
         purpose of paying such amount with respect to such Payment Date)) shall
         be payable as provided herein with respect to the Class C Notes.
         Notwithstanding anything to the contrary herein, Class C Additional
         Interest shall be payable or distributed to the Class C Noteholders
         only to the extent permitted by applicable law.

                  (d) The amount of monthly interest ("Class D Monthly
         Interest") distributable from the Collection Account with respect to
         the Class D Notes on any Payment Date shall 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 D Note Interest Rate in effect with
         respect to the related Interest Period and (ii) the Class D Note
         Principal Balance as of the close of business on the last day of the
         preceding Monthly Period (or with respect to the Initial Payment Date,
         the Class D Note Initial Principal Balance).

                  On the Determination Date preceding each Payment Date, the
         Servicer shall determine the excess, if any (the "Class D Interest
         Shortfall"), of (x) the Class D Monthly Interest for such Payment Date
         and any unpaid Class D Monthly Interest for a prior Payment Date over
         (y) the aggregate amount of funds allocated and available to pay such
         Class D Monthly Interest on such Payment Date. If the Class D Interest
         Shortfall with respect to any Payment Date is greater than zero, on
         each subsequent Payment Date until such Class D Interest Shortfall is
         fully paid, an additional amount ("Class D Additional Interest") equal
         to the product of (i) 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 (ii) the Class D Note Interest Rate in effect with
         respect to the related Interest Period times (iii) such Class D
         Interest Shortfall (or the portion thereof which has not been paid to
         the Class D Noteholders (after giving effect to the application of the
         proceeds of any draw made on the Cash Collateral Account as provided in
         subsections 4.04(a)(vii) and 4.12(c) and to the application of the
         proceeds of any draw made on the Spread Account for the purpose of
         paying such amount with respect to such Payment Date) shall be payable
         as provided herein with respect to the Class D Notes. Notwithstanding
         anything to the contrary herein, Class D Additional Interest shall be
         payable or distributed to the Class D 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 Payment Date (the "Monthly
Principal"), beginning with the Payment Date in the month following the month in
which the Controlled Accumulation Period or, if earlier, the Early Amortization
Period, begins, shall be equal to the least of (a) the

                                       24
<PAGE>

Available Investor Principal Collections on deposit in the Collection Account
with respect to such Payment Date, (b) for each Payment Date with respect to the
Controlled Accumulation Period, the Controlled Deposit Amount for such Payment
Date and (c) the Adjusted Invested Amount (after taking into account any
adjustments to be made on such Payment Date pursuant to Sections 4.05 and 4.06).

                  Section 4.04. Application of Available Funds on Deposit in the
Collection Account. The Servicer shall apply, or shall cause the Indenture
Trustee to apply by written instruction to the Indenture Trustee, on each
Payment Date, Available Investor Finance Charge Collections and Available
Investor Principal Collections on deposit in the Collection Account with respect
to such Payment Date to make the following distributions:

                  (a) On each Payment Date, an amount equal to the Available
         Investor Finance Charge Collections with respect to such Payment Date
         will be distributed or deposited in the following priority:

                           (i) an amount equal to the Monthly Servicing Fee for
                  such Payment Date, plus the amount of any Monthly Servicing
                  Fee previously due but not distributed to the Servicer on a
                  prior Payment Date, shall be distributed to the Servicer and
                  (B) an amount equal to the Monthly Administration Fee for such
                  Payment Date, plus the amount of any Monthly Administration
                  Fee previously due but not distributed to the Administrator on
                  a prior Payment Date, shall be distributed to the
                  Administrator;

                           (ii) an amount equal to Class A Monthly Interest for
                  such Payment Date, plus the amount of any Class A Monthly
                  Interest previously due but not distributed to Class A
                  Noteholders on a prior Payment Date, plus the amount of any
                  Class A Additional Interest for such Payment Date, plus the
                  amount of any Class A Additional Interest previously due but
                  not distributed to Class A Noteholders on a prior Payment
                  Date, shall be distributed to the Paying Agent for payment to
                  Class A Noteholders on such Payment Date; provided, however,
                  that, in the event that the Class A Monthly Interest exceeds
                  the amount of Available Finance Charge Collections available
                  to fund such Class A Monthly Interest, a draw will be made
                  from amounts available for distribution in the Cash Collateral
                  Account (at the times and in the amounts specified in Section
                  4.12) and shall be distributed to the Paying Agent for payment
                  to the Class A Noteholders on such Payment Date in accordance
                  with this subsection 4.04(a)(ii);

                           (iii) an amount equal to Class B Monthly Interest for
                  such Payment Date, plus the amount of any Class B Monthly
                  Interest previously due but not distributed to Class B
                  Noteholders on a prior Payment Date, plus the amount of any
                  Class B Additional Interest for such Payment Date, plus the
                  amount of any Class B Additional Interest previously due but
                  not distributed to Class B Noteholders on a prior Payment
                  Date, shall be distributed to the Paying Agent for payment to
                  Class B Noteholders on the applicable Payment Date; provided,
                  however, that, in the event that the Class B Monthly Interest
                  exceeds the amount of Available Finance Charge Collections
                  available (after giving effect to subsections 4.04(a)(i) and
                  (ii) above) to fund such Class B Monthly Interest, a draw will
                  be made from amounts available for distribution in the Cash
                  Collateral Account (at the times and in the amounts specified
                  in Section 4.12) and shall

                                       25
<PAGE>

                  be distributed to the Paying Agent for payment to the Class B
                  Noteholders on such Payment Date in accordance with this
                  subsection 4.04(a)(iii);

                           (iv) an amount equal to Class C Monthly Interest for
                  such Payment Date, plus the amount of any Class C Monthly
                  Interest previously due but not distributed to Class C
                  Noteholders on a prior Payment Date, plus the amount of any
                  Class C Additional Interest for such Payment Date, plus the
                  amount of any Class C Additional Interest previously due but
                  not distributed to Class C Noteholders on a prior Payment
                  Date, shall be distributed to the Paying Agent for payment to
                  Class C Noteholders on the applicable Payment Date; provided,
                  however, that, in the event that the Class C Monthly Interest
                  exceeds the amount of Available Investor Finance Charge
                  Collections available (after giving effect to subsections
                  4.04(a)(i), (ii) and (iii) above) to fund such Class C Monthly
                  Interest, a draw will be made from amounts available for
                  distribution in the Cash Collateral Account (at the times and
                  in the amounts specified in Section 4.12) and shall be
                  distributed to the Paying Agent for payment to the Class C
                  Noteholders on such Payment Date in accordance with this
                  subsection 4.04(a)(iv) and to the extent that draw on the Cash
                  Collateral Account is not sufficient, a draw will be made from
                  amounts available for distribution in the Spread Account (at
                  the times and in the amounts specified in Section 4.11) and
                  shall be distributed to the Paying Agent for payment to the
                  Class C Noteholders on such Payment Date in accordance with
                  this subsection 4.04(a)(iv);

                           (v) an amount equal to the Investor Default Amount
                  for such Payment Date shall be treated as a portion of
                  Available Investor Principal Collections for such Payment
                  Date;

                           (vi) an amount equal to the sum of the aggregate
                  amount of Investor Charge-offs and the amount of Subordinated
                  Principal Collections which have not been previously
                  reimbursed shall be treated as a portion of Available Investor
                  Principal Collections for such Payment Date;

                           (vii) an amount equal to Class D Monthly Interest for
                  such Payment Date, plus the amount of any Class D Monthly
                  Interest previously due but not distributed to Class D
                  Noteholders on a prior Payment Date, plus the amount of any
                  Class D Additional Interest for such Payment Date, plus the
                  amount of any Class D Additional Interest previously due but
                  not distributed to Class D Noteholders on a prior Payment
                  Date, shall be distributed to the Paying Agent for payment to
                  Class D Noteholders on the applicable Payment Date; provided,
                  however, that, in the event that the Class D Monthly Interest
                  exceeds the amount of Available Investor Finance Charge
                  Collections available (after giving effect to subsections
                  4.04(a)(i)-(vi) above) to fund such Class D Monthly Interest,
                  a draw will be made from amounts available for distribution in
                  the Cash Collateral Account (at the times and in the amounts
                  specified in Section 4.12) and shall be distributed to the
                  Paying Agent for payment to the Class D Noteholders on such
                  Payment Date in accordance with this subsection 4.04(a)(vii)
                  and to the extent that draw on the Cash Collateral Account is
                  not sufficient, a draw will be made from amounts available for
                  distribution in the Spread Account after any amount which is
                  to be withdrawn from the Spread Account on such date and used
                  as provided in subsection 4.04(a)(iii) above (at the times and
                  in the amounts specified in Section 4.11) and shall be

                                       26
<PAGE>

                  distributed to the Paying Agent for payment to the Class D
                  Noteholders on such Payment Date in accordance with this
                  subsection 4.04(a)(vii);

                           (viii) upon the occurrence of an Event of Default
                  with respect to Series 2001-A and acceleration of the maturity
                  of the Series 2001-A Notes pursuant to Section 5.03 of the
                  Master Indenture, the balance, if any, up to the outstanding
                  Note Principal Balance shall be treated as a portion of
                  Available Investor Principal Collections for such Payment Date
                  for distribution to the Series 2001-A Noteholders;

                           (ix) an amount up to the excess, if any, of the
                  Required Cash Collateral Amount over the remaining Available
                  Cash Collateral Amount (without giving effect to any deposit
                  made on such date hereunder) shall be deposited into the Cash
                  Collateral Account;

                           (x) on each Payment Date from and after the Reserve
                  Account Funding Date, but prior to the date on which the
                  Reserve Account terminates as described in Section 4.10(f), an
                  amount equal to the excess, if any, of the Required Reserve
                  Account Amount over the Available Reserve Account Amount shall
                  be deposited into the Reserve Account;

                           (xi) an amount equal to the amounts required to be
                  deposited in the Spread Account pursuant to Section 4.11 shall
                  be deposited in the Spread Account;

                           (xii) any other amounts which the Trust is required
                  to deposit into any account or any other amounts the Trust may
                  be liable for from time to time that are not referred to in
                  clauses (i) through (xi) above will be applied by the
                  Indenture Trustee as directed by the Servicer; and

                           (xiii) the balance, if any, will constitute a portion
                  of Excess Finance Charge Collections for such Payment Date and
                  will be available for allocation to other Series in Excess
                  Finance Charge Sharing Group One or to the Transferors, as set
                  forth in Section 8.08c of the Master Indenture.

                  (b) On each Payment Date with respect to the Revolving Period,
         an amount equal to the Available Investor Principal Collections for the
         related Monthly Period shall be treated as Shared Principal Collections
         with respect to Principal Sharing Group One and applied in accordance
         with Section 8.05 of the Master Indenture.

                  (c) On each Payment Date with respect to the Controlled
         Accumulation Period or the Early Amortization Period, an amount equal
         to the Available Investor Principal Collections deposited in the
         Collection Account for the related Monthly Period shall be distributed
         or deposited in the following order of priority:

                           (i) during the Controlled Accumulation Period and
                  prior to the payment in full of the Class A Notes, the Class B
                  Notes, the Class C Notes and the Class D Notes an amount equal
                  to the Monthly Principal for such Payment Date shall be
                  deposited into the Principal Funding Account in an amount not
                  to exceed the Controlled Deposit Amount;

                                       27
<PAGE>

                           (ii) during the Early Amortization Period, an amount
                  equal to the Monthly Principal for such Payment Date shall be
                  distributed to the Paying Agent for payment to the Class A
                  Noteholders on such Payment Date and on each subsequent
                  Payment Date until the Class A Note Principal Balance has been
                  paid in full;

                           (iii) after giving effect to the distribution
                  referred to in clause (ii) above, during the Early
                  Amortization Period, an amount equal to the Monthly Principal
                  remaining, if any, shall be distributed to the Paying Agent
                  for payment to the Class B Noteholders on such Payment Date
                  and on each subsequent Payment Date until the Class B Note
                  Principal Balance has been paid in full;

                           (iv) after giving effect to the distributions
                  referred to in clauses (ii) and (iii) above, during the Early
                  Amortization Period, an amount equal to the Monthly Principal
                  remaining, if any, shall be distributed to the Paying Agent
                  for payment to the Class C Noteholders on such Payment Date
                  and on each subsequent Payment Date until the Class C Note
                  Principal Balance has been paid in full;

                           (v) after giving effect to the distributions referred
                  to in clauses (ii), (iii) and (iv) above, during the Early
                  Amortization Period, an amount equal to the Monthly Principal
                  remaining, if any, shall be distributed to the Paying Agent
                  for payment to the Class D Noteholders on such Payment Date
                  and on each subsequent Payment Date until the Class D Note
                  Principal Balance has been paid in full;

                           (vi) in the case of each of the Controlled
                  Accumulation Period and the Early Amortization Period, the
                  balance of such Available Investor Principal Collections
                  remaining after application in accordance with clause (i)
                  through (v) above shall be treated as Shared Principal
                  Collections and applied in accordance with Section 8.05 of the
                  Master Indenture.

                  (d) On the earlier to occur of (i) the first Payment Date with
         respect to the Early Amortization Period and (ii) the Expected
         Principal Payment Date, the Indenture Trustee, acting in accordance
         with instructions from the Servicer, shall withdraw from the Principal
         Funding Account and distribute to the Paying Agent for payment to the
         Class A Noteholders, the Class B Noteholders, the Class C Noteholders
         and the Class D Noteholders, the amounts deposited into the Principal
         Funding Account pursuant to subsection 4.04(c)(i).

                  (e) The Controlled Accumulation Period is scheduled to
         commence on _________, 200_; provided, however, that, if the
         Accumulation Period Length (determined as described below) is less than
         [ ] Monthly Periods, the date on which the Controlled Accumulation
         Period actually commences will be delayed to the first Business Day of
         the Monthly Period that is the number of whole Monthly Periods prior to
         the Expected Principal Payment Date at least equal to the Accumulation
         Period Length and, as a result, the number of Monthly Periods in the
         Controlled Accumulation Period will at least equal the Accumulation
         Period Length. On the Determination Date immediately preceding the
         _________, 200_ Payment 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 Monthly Periods such that the sum of the Accumulation Period
         Factors for

                                       28
<PAGE>

         each Monthly 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
         Monthly Period; provided further, however, that the determination of
         the Accumulation Period Length may be changed at any time if the Rating
         Agency Condition is satisfied.

                  Section 4.05. Investor Charge-offs. On each Determination
Date, the Servicer shall calculate the Investor Default Amount, if any, for the
related Payment Date. If, on any Payment Date, the Investor Default Amount for
such Payment Date exceeds the amount of Available Investor Finance Charge
Collections allocated with respect thereto pursuant to Section 4.04(a)(v) and
exceeds any amounts available in the Cash Collateral Account and applied as
Available Investor Principal Collections pursuant to Section 4.04(a)(v) with
respect to such Monthly Period, the Invested Amount (after giving effect to any
reductions for any Subordinated Principal Collections on such Payment Date) will
be reduced by the amount of such excess, but not by more than the Investor
Default Amount for such Payment Date (such reduction, an "Investor Charge-off").

                  Section 4.06. Subordinated Principal Collections. On each
Payment Date, the Servicer shall apply, or shall cause the Indenture Trustee to
withdraw from the Collection Account and apply, Subordinated Principal
Collections with respect to such Payment Date, in an amount equal to the lesser
of (a) the Investor Percentage of all Collections of Principal Receivables
received during the preceding Monthly Period and (b) the Monthly Subordination
Amount for the preceding Monthly Period in accordance with the priority set
forth in clauses (i) through (iv) of Section 4.04(a). On each Payment Date, the
Invested Amount shall be reduced by the amount of Subordinated Principal
Collections for such Payment Date.

                  Section 4.07. Excess Finance Charge Collections. Subject to
Section 8.08c of the Master Indenture, Excess Finance Charge Collections with
respect to the Excess Finance Charge Sharing Series in Excess Finance Charge
Sharing Group One for any Payment Date will be allocated to Series 2001-A in an
amount equal to the product of (a) the aggregate amount of Excess Finance Charge
Collections with respect to all the Excess Finance Charge Sharing Series in
Excess Finance Charge Sharing Group One for such Payment Date and (b) a
fraction, the numerator of which is the Finance Charge Shortfall for Series
2001-A for such Payment Date and the denominator of which is the aggregate
amount of Finance Charge Shortfalls for all the Excess Finance Charge Sharing
Series in Excess Finance Charge Sharing Group One for such Payment Date. The
"Finance Charge Shortfall" for Series 2001-A for any Payment Date will be equal
to the excess, if any, of (a) the full amount required to be paid, without
duplication, pursuant to subsections 4.04(a)(i) through (xii) on such Payment
Date over (b) the Available Investor Finance Charge Collections with respect to
such Payment Date.

                  Section 4.08. Shared Principal Collections.

                  Subject to Section 8.05 of the Master Indenture, Shared
Principal Collections with respect to the Series in Principal Sharing Group One
for any Payment Date will be allocated to Series 2001-A in an amount equal to
the product of (a) the aggregate amount of Shared Principal Collections with
respect to all Principal Sharing Series in Principal Sharing Group One for such
Payment Date and (b) a fraction, the numerator of which is the Series 2001-A
Principal Shortfall

                                       29
<PAGE>

for such Payment Date and the denominator of which is the aggregate amount of
Principal Shortfalls for all the Series which are Principal Sharing Series in
Principal Sharing Group One for such Payment Date. The "Series 2001-A Principal
Shortfall" will be equal to (a) for any Payment Date with respect to the
Revolving Period, zero, (b) for any Payment Date with respect to the Controlled
Accumulation Period, the excess, if any, of the Controlled Deposit Amount with
respect to such Payment Date over the amount of Available Investor Principal
Collections for such Payment Date (excluding any portion thereof attributable to
Shared Principal Collections), and (c) for any Payment 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 Payment
Date (excluding any portion thereof attributable to Shared Principal
Collections).

                  Section 4.09. Principal Funding Account.

                  (a) The Indenture Trustee shall establish and maintain with an
         Eligible Institution, which may be the Indenture Trustee, in the name
         of the Trust, on behalf of the Trust, for the benefit of the Series
         2001-A 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 Series 2001-A
         Noteholders. The Indenture Trustee shall possess all right, title and
         interest in all funds on deposit from time to time in the Principal
         Funding Account and in all proceeds thereof. The Principal Funding
         Account shall be under the sole dominion and control of the Indenture
         Trustee for the benefit of the Series 2001-A Noteholders. If at any
         time the institution holding the Principal Funding Account ceases to be
         an Eligible Institution, the Transferors shall notify the Indenture
         Trustee, and the Indenture Trustee upon being notified (or the Servicer
         on its behalf) shall, within 10 Business Days, (or such longer period
         as to which the Rating Agency has consented) establish a new Principal
         Funding Account meeting the conditions specified above with an Eligible
         Institution, and shall transfer any cash or any investments to such new
         Principal Funding Account. The Indenture Trustee, at the direction of
         the Servicer, shall (i) make withdrawals from the Principal Funding
         Account from time to time, in the amounts and for the purposes set
         forth in this Indenture Supplement, and (ii) on each Payment Date (from
         and after the commencement of the Controlled Accumulation Period) prior
         to the termination of the Principal Funding Account, make deposits into
         the Principal Funding Account in the amounts specified in, and
         otherwise in accordance with, subsection 4.04(c)(i).

                  (b) Funds on deposit in the Principal Funding Account shall 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 Payment Date, after giving effect to any withdrawals from the
         Principal Funding Account on such Payment Date, shall be invested in
         such investments that will mature so that such funds will be available
         for withdrawal on or prior to the following Payment Date. The Indenture
         Trustee shall:

                           (i) hold each Eligible Investment that constitutes
                  investment property through a Securities Intermediary, which
                  Securities Intermediary shall agree with the Indenture Trustee
                  that (A) such investment property at all times shall be
                  credited to a securities account of the Indenture Trustee, (B)
                  all property credited to such securities account shall be
                  treated as a financial asset, (C) such Securities Intermediary
                  shall treat

                                       30
<PAGE>

                  the Indenture Trustee as entitled to exercise the rights that
                  comprise each financial asset credited to such securities
                  account, (D) such Securities Intermediary shall comply with
                  entitlement orders originated by the Indenture Trustee without
                  the further consent of any other person or entity, (E) such
                  Securities Intermediary shall not agree with any person or
                  entity other than the Indenture Trustee to comply with
                  entitlement orders originated by any person or entity other
                  than the Indenture Trustee, (F) such securities account and
                  all property credited thereto shall not be subject to any
                  lien, security interest, right of set-off, or encumbrance in
                  favor of such Securities Intermediary or anyone claiming
                  through such Securities Intermediary (other than the Indenture
                  Trustee), and (G) such agreement between such Securities
                  Intermediary and the Indenture Trustee shall 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 shall be disposed of prior to its
         maturity date. Terms used in clause (i) above that are defined in the
         New York UCC and not otherwise defined herein shall have the meaning
         set forth in the New York UCC.

                  On each Payment Date with respect to the Controlled
         Accumulation Period and on the first Payment Date with respect to the
         Early Amortization Period, the Indenture Trustee, acting at the
         Servicer's direction given on or before such Payment Date, shall
         transfer from the Principal Funding Account to the Collection Account
         the Principal Funding Investment Proceeds on deposit in the Principal
         Funding Account for application as Available Investor Finance Charge
         Collections for such Payment Date.

                  Principal Funding Investment Proceeds (including reinvested
         interest) shall not be considered part of the amounts on deposit in the
         Principal Funding Account for purposes of this Indenture Supplement.

                                       31
<PAGE>

                  Section 4.10. Reserve Account.

                  (a) The Indenture Trustee shall establish and maintain with an
         Eligible Institution, which may be the Indenture Trustee in the name of
         the Trust, on behalf of the Trust, for the benefit of the Series 2001-A
         Noteholders, a segregated trust account with the corporate trust
         department of such Eligible Institution (the "Reserve Account"),
         bearing a designation clearly indicating that the funds deposited
         therein are held for the benefit of the Series 2001-A Noteholders. The
         Indenture Trustee shall possess all right, title and interest in all
         funds on deposit from time to time in the Reserve Account and in all
         proceeds thereof. The Reserve Account shall be under the sole dominion
         and control of the Indenture Trustee for the benefit of the Series
         2001-A Noteholders. If at any time the institution holding the Reserve
         Account ceases to be an Eligible Institution, the Transferors shall
         notify the Indenture Trustee, and the Indenture Trustee upon being
         notified (or the Servicer on its behalf) shall, within 10 Business Days
         (or such longer period as to which the Rating Agency has consented),
         establish a new Reserve Account meeting the conditions specified above
         with an Eligible Institution, and shall transfer any cash or any
         investments to such new Reserve Account. The Indenture Trustee, at the
         direction of the Servicer, shall (i) make withdrawals from the Reserve
         Account from time to time in an amount up to the Available Reserve
         Account Amount at such time, for the purposes set forth in this
         Indenture Supplement, and (ii) on each Payment Date (from and after the
         Reserve Account Funding Date) prior to termination of the Reserve
         Account, make a deposit into the Reserve Account in the amount
         specified in, and otherwise in accordance with, subsection 4.04(a)(x).

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

                           (i) hold each Eligible Investment that constitutes
                  investment property through a Securities Intermediary, which
                  Securities Intermediary shall agree with the Indenture Trustee
                  that (A) such investment property at all times shall be
                  credited to a securities account of the Indenture Trustee, (B)
                  all property credited to such securities account shall be
                  treated as a financial asset, (C) such Securities Intermediary
                  shall treat the Indenture Trustee as entitled to exercise the
                  rights that comprise each financial asset credited to such
                  securities account, (D) such Securities Intermediary shall
                  comply with entitlement orders originated by the Indenture
                  Trustee without the further consent of any other person or
                  entity, (E) such Securities Intermediary shall not agree with
                  any person or entity other than the Indenture Trustee to
                  comply with entitlement orders originated by any person or
                  entity other than the Indenture Trustee, (F) such securities
                  account and all property credited thereto shall not be subject
                  to any lien, security interest, right of set-off, or
                  encumbrance in favor of such Securities Intermediary or anyone
                  claiming through such Securities Intermediary (other than the
                  Indenture Trustee), and (G) such agreement between such
                  Securities Intermediary and the Indenture Trustee shall be
                  governed by the laws of the State of New York; and

                                       32
<PAGE>

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

         provided, that no Eligible Investment shall be disposed of prior to its
         maturity date. Terms used in clause (i) above that are defined in the
         New York UCC and not otherwise defined herein shall have the meaning
         set forth in the New York UCC.

                  On each Payment Date, all interest and earnings (net of losses
         and investment expenses) accrued since the preceding Payment Date on
         funds on deposit in the Reserve Account shall be retained in the
         Reserve Account to the extent that the Available Reserve Account Amount
         is less than the Required Reserve Account Amount, and the balance, if
         any, shall be deposited into the Collection Account and included in
         Available Investor Finance Charge Collections for such Payment Date.
         For purposes of determining the availability of funds or the balance in
         the Reserve Account for any reason under this Indenture Supplement,
         except as otherwise provided in the preceding sentence, investment
         earnings on such funds shall be deemed not to be available or on
         deposit.

                  (c) On or before each Payment Date with respect to the
         Controlled Accumulation Period and on or before the first Payment Date
         with respect to the Early Amortization Period, the Servicer shall
         calculate the Reserve Draw Amount; provided, however, that such amount
         will be reduced to the extent that funds otherwise would be available
         for deposit in the Reserve Account under Section 4.04(a)(x) with
         respect to such Payment Date.

                  (d) In the event that for any Payment Date the Reserve Draw
         Amount is greater than zero, the Reserve Draw Amount, up to the
         Available Reserve Account Amount, shall be withdrawn from the Reserve
         Account on such Payment Date by the Indenture Trustee (acting in
         accordance with the instructions of the Servicer) and deposited into
         the Collection Account for application as Available Investor Finance
         Charge Collections for such Payment Date.

                  (e) In the event that the Reserve Account Surplus on any
         Payment Date, after giving effect to all deposits to and withdrawals
         from the Reserve Account with respect to such Payment Date, is greater
         than zero, the Indenture Trustee, acting in accordance with the
         instructions of the Servicer, shall withdraw from the Reserve Account
         an amount equal to such Reserve Account Surplus and apply such amount
         in the following priority: (i) deposit an amount into the Cash
         Collateral Account, to the extent that funds on deposit in the Cash
         Collateral Account are less than the Required Cash Collateral Amount,
         (ii) deposit an amount into the Spread Account, to the extent that
         funds on deposit in the Spread Account are less than the Required
         Spread Account Amount, and (ii) distribute any amount remaining after
         application pursuant to subsection 4.10(e)(i) or (ii) to the holders of
         the Transferors' Interest.

                  (f) Upon the earliest to occur of (i) the termination of the
         Trust pursuant to Article VIII of the Trust Agreement, (ii) if the
         Controlled Accumulation Period has not commenced, the first Payment
         Date relating to the Early Amortization Period and (iii) if the
         Controlled Accumulation Period has commenced, the earlier of the first
         Payment Date with respect to the Early Amortization Period and the
         Expected Principal Payment Date, the Indenture Trustee, acting in
         accordance with the instructions of the Servicer, after the prior
         payment of all

                                       33
<PAGE>

         amounts owing to the Series 2001-A Noteholders that are payable from
         the Reserve Account as provided herein, shall withdraw from the Reserve
         Account and pay first, to the Cash Collateral Account, to the extent
         that funds on deposit in the Cash Collateral Account are less than the
         Required Cash Collateral Amount, second, to the Spread Account, to the
         extent that funds on deposit in the Spread Account are less than the
         Required Spread Account Amount and third, to the Transferors, all
         amounts, if any, on deposit in the Reserve Account and the Reserve
         Account shall be deemed to have terminated for purposes of this
         Indenture Supplement; [provided, however, that following the occurrence
         of an Event of Default with respect to Series 2001-A and acceleration
         of the maturity of the Series 2001-A Notes pursuant to Section 5.03 of
         the Master Indenture, the Servicer shall withdraw from the Reserve
         Account all amounts on deposit therein and the Indenture Trustee or the
         Servicer shall deposit such amounts in the Collection Account for
         distribution to the Series 2001-A Noteholders in accordance with
         Section 5.02 to fund any shortfalls in amounts owed to such Series
         2001-A Noteholders.]

                  Section 4.11. Spread Account.

                  (a) On or prior to the Closing Date, the Indenture Trustee
         shall establish and maintain with an Eligible Institution, which may be
         the Indenture Trustee in the name of the Trust, on behalf of the Trust,
         for the benefit of the Class C Noteholders, the Class D Noteholders and
         the Transferors, a segregated account with the corporate trust
         department of such Eligible Institution (the "Spread Account"), bearing
         a designation clearly indicating that the funds deposited therein are
         held for the benefit of the Class C Noteholders, the Class D
         Noteholders and the Transferors. Except as otherwise provided in this
         Section 4.11, the Indenture Trustee shall possess all right, title and
         interest in all funds on deposit from time to time in the Spread
         Account and in all proceeds thereof. The Spread Account shall be under
         the sole dominion and control of the Indenture Trustee for the benefit
         of the Class C Noteholders, the Class D Noteholders and the
         Transferors. If at any time the institution holding the Spread Account
         ceases to be an Eligible Institution, the Servicer shall notify the
         Indenture Trustee, and the Indenture Trustee upon being notified (or
         the Servicer on its behalf) shall, within ten (10) Business Days (or
         such longer period as to which the Rating Agencies may consent)
         establish a new Spread Account meeting the conditions specified above
         with an Eligible Institution and shall transfer any cash or any
         investments to such new Spread Account. The Indenture Trustee, at the
         direction of the Servicer, shall (i) make withdrawals from the Spread
         Account from time to time in an amount up to the Available Spread
         Account Amount at such time, for the purposes set forth in this
         Indenture Supplement, and (ii) on each Payment Date prior to
         termination of the Spread Account, make a deposit into the Spread
         Account in the amount specified in, and otherwise in accordance with,
         subsection 4.11(e).

                  (b) Funds on deposit in the Spread Account shall be invested
         at the direction of the Servicer by the Indenture Trustee in Eligible
         Investments; provided, however, that, for purposes of the investment of
         funds on deposit in the Spread Account, references in the definition of
         "Eligible Investments" to a rating in the "highest rating category"
         shall be modified to require a rating, from any one of the following
         Rating Agencies, of at least A-1 by Standard & Poor's and P-1 by
         Moody's. Funds on deposit in the Spread Account on any Payment Date,
         after giving effect to any withdrawals from and deposits to the Spread
         Account on such Payment Date, shall be invested in such investments
         that will mature so that such funds will be available for withdrawal on
         or prior to the following Payment Date. The Indenture Trustee shall:

                                       34
<PAGE>

                           (i) hold each Eligible Investment that constitutes
                  investment property through a Securities Intermediary, which
                  Securities Intermediary shall agree with the Indenture Trustee
                  that (A) such investment property at all times shall be
                  credited to a securities account of the Indenture Trustee, (B)
                  all property credited to such securities account shall be
                  treated as a financial asset, (C) such Securities Intermediary
                  shall treat the Indenture Trustee as entitled to exercise the
                  rights that comprise each financial asset credited to such
                  securities account, (D) such Securities Intermediary shall
                  comply with entitlement orders originated by the Indenture
                  Trustee without the further consent of any other person or
                  entity, (E) such Securities Intermediary shall not agree with
                  any person or entity other than the Indenture Trustee to
                  comply with entitlement orders originated by any person or
                  entity other than the Indenture Trustee, (F) such securities
                  account and all property credited thereto shall not be subject
                  to any lien, security interest, right of set-off, or
                  encumbrance in favor of such Securities Intermediary or anyone
                  claiming through such Securities Intermediary (other than the
                  Indenture Trustee), and (G) such agreement between such
                  Securities Intermediary and the Indenture Trustee shall 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 shall be disposed of prior to its
         maturity date. Terms used in clause (i) above that are defined in the
         New York UCC and not otherwise defined herein shall have the meaning
         set forth in the New York UCC.

                  On each Payment Date (but subject to subsections 4.11(c) and
         4.11(d)) all interest and earnings (net of losses and investment
         expenses) accrued since the preceding Payment Date on funds on deposit
         in the Spread Account shall be retained in the Spread Account to the
         extent that the Available Spread Account Amount is less than the
         Required Spread Account Amount, and the balance of such interest and
         earnings, if any, shall be paid by the Indenture Trustee to the Trust
         to be distributed to the holders of the Transferors' Interest as
         provided in the Trust Agreement. For purposes of determining the
         availability of funds or the balance in the Cash Collateral Account for
         any reason under this Indenture Supplement, except as otherwise
         provided in the preceding sentence, investment earnings on such funds
         shall be deemed not to be available or on deposit.

                  (c) If, on any Payment Date, the aggregate amount available
         for distribution pursuant to subsection 4.04(a)(iii) is less than the
         aggregate amount required to be distributed pursuant to subsection
         4.04(a)(iii) (without giving effect to any limitation based on
         Available Investor Finance Charge Collections), the Indenture Trustee,
         at the direction of the Servicer, shall withdraw from the Spread
         Account the amount of such deficiency up to the Available Spread
         Account Amount and, if the Available Spread Account Amount is less than
         such deficiency, interest and earnings credited to the Spread Account,
         and deposit such amount in the Collection Account for payment to the
         Class C Noteholders in respect of interest on the Class C Notes.

                  (d) If, on any Payment Date, the aggregate amount available
         for distribution pursuant to subsection 4.04(a)(iv) is less than the
         aggregate amount required to be distributed pursuant to subsection
         4.04(a)(iv) (without giving effect to any limitation based on Available

                                       35
<PAGE>

         Investor Finance Charge Collections), the Indenture Trustee, at the
         direction of the Servicer, shall, after making any withdrawal required
         by subsection 4.11(c) above withdraw from the Spread Account the amount
         of such deficiency up to the Available Spread Account Amount and, if
         the Available Spread Account Amount is less than such deficiency,
         interest and earnings credited to the Spread Account, and deposit such
         amount in the Collection Account for payment to the Class D Noteholders
         in respect of interest on the Class D Notes.

                  (e) On the Series 2001-A Final Maturity Date, the Indenture
         Trustee at the direction of the Servicer shall withdraw from the Spread
         Account an amount equal to the lesser of (i) the sum of the Class C
         Note Principal Balance and the Class D Note Principal Balance (after
         any payments to be made pursuant to subsection 4.04(d) on such date)
         and (ii) the Available Spread Account Amount and, if the Available
         Spread Account Amount is not sufficient to reduce the Class C Note
         Principal Balance and the Class D Note Principal Balance to zero,
         investment and earnings credited to the Spread Account up to the amount
         required to reduce the Class C Note Principal Balance and the Class D
         Note Principal Balance to zero, and the Indenture Trustee or the
         Servicer shall deposit such amounts into the Collection Account for
         distribution first to the Class C Noteholders to the extent needed to
         reduce the Class C Note Balance to zero and then, to the Class D
         Noteholders in accordance with subsections 5.02(e) and 5.02(g).

                  (f) [On any day following the occurrence of an Event of
         Default with respect to Series 2001-A and acceleration of the maturity
         of the Series 2001-A Notes pursuant to Section 5.03 of the Master
         Indenture, the Servicer shall withdraw from the Spread Account an
         amount equal to the balance on deposit therein and the Indenture
         Trustee or the Servicer shall deposit such amounts into the Collection
         Account for distribution to the Class C Noteholders, the Class D
         Noteholders, the Class A Noteholders and the Class B Noteholders, in
         that order of priority, in accordance with Section 5.02, to fund any
         shortfalls in amounts owed to such Noteholders.]

                  (g) If on any Payment Date, after giving effect to all
         withdrawals from the Spread Account, the Available Spread Account
         Amount is less than the Required Spread Account Amount then in effect,
         Available Investor Finance Charge Collections shall be deposited into
         the Spread Account under the circumstances set forth in subsection
         4.04(a)(xi) up to the amount of the Spread Account Deficiency.

                  (h) After the Spread Account Percentage has been increased
         above _____% pursuant to any of clauses (ii) through (vi) of the
         definition thereof, the Spread Account Percentage shall remain at that
         percentage until (a) further increased to a higher required percentage
         specified in clauses (ii) through (vi) of the definition thereof or (b)
         if the Quarterly Excess Spread Percentage has increased to a level
         above that for the then current Spread Account Percentage and has
         remained at that level for each of three consecutive Payment Dates then
         the Spread Account Percentage shall be decreased to the appropriate
         percentage in clauses (ii) through (iv) of the definition thereof (or,
         if the Quarterly Excess Spread Percentage is greater than or equal to
         [o]%, the Spread Account Percentage shall be 1%. Notwithstanding the
         foregoing, if an Amortization Event with respect to Series 2001-A has
         occurred, the Spread Account Percentage shall equal [o]% (as provided
         in the definition of Spread Account Percentage) and shall no longer be
         subject to reduction.

                                       36
<PAGE>

                  (i) If on any Payment Date, after giving effect to all
         withdrawals from and deposits to the Spread Account, the amount on
         deposit in the Spread Account would exceed the Required Spread Account
         Amount then in effect, the Indenture Trustee shall, at the written
         direction of the Servicer, pay such amount to the Trust for
         distribution to the holders of the Transferors' Interest. On the date
         on which the Class C Note Principal Balance and the Class D Note
         Principal Balance has been paid in full (including amounts to be paid
         to the Class C Noteholders and the Class D Noteholders pursuant to
         subsection 4.11(e) above), the Indenture Trustee, at the direction of
         the Servicer, shall withdraw from the Spread Account all amounts then
         remaining in the Spread Account and pay such amount to the Trust for
         distribution to the holders of the Transferors' Interest.

                  Section 4.12. Cash Collateral Account. (a) The Indenture
Trustee shall establish and maintain with an Eligible Institution, which may be
the Indenture Trustee in the name of the Trust, on behalf of the Trust, for the
benefit of the Series 2001-A Noteholders, a segregated trust account with the
corporate trust department of such Eligible Institution (the "Cash Collateral
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2001-A Noteholders. The Indenture
Trustee shall possess all right, title and interest in all funds on deposit from
time to time in the Cash Collateral Account and in all proceeds thereof. The
Cash Collateral Account shall be under the sole dominion and control of the
Indenture Trustee for the benefit of the Series 2001-A Noteholders. If at any
time the institution holding the Cash Collateral Account ceases to be an
Eligible Institution, the Transferors shall notify the Indenture Trustee, and
the Indenture Trustee upon being notified (or the Servicer on its behalf) shall,
within 10 Business Days (or such longer period as to which the Rating Agency has
consented), establish a new Cash Collateral Account meeting the conditions
specified above with an Eligible Institution, and shall transfer any cash or any
investments to such new Cash Collateral Account. The Indenture Trustee, at the
direction of the Servicer, shall (i) make withdrawals from the Cash Collateral
Account from time to time in an amount up to the Available Cash Collateral
Account Amount at such time, for the purposes set forth in this Indenture
Supplement, and (ii) on each Payment Date make a deposit into the Cash
Collateral Account in the amount specified in, and otherwise in accordance with,
subsection 4.04(a)(ix).

                  (b) On the Closing Date, the Indenture Trustee shall deposit
         into the Cash Collateral Account $_________ received by it in
         immediately available funds from ______________. Funds on deposit in
         the Cash Collateral Account shall be invested at the direction of the
         Servicer by the Indenture Trustee in Eligible Investments. Funds on
         deposit in the Cash Collateral Account on any Payment Date, after
         giving effect to any withdrawals from the Cash Collateral Account on
         such Payment Date, shall be invested in such investments that will
         mature so that such funds will be available for withdrawal on or prior
         to the following Payment Date. The Indenture Trustee shall:

                           (i) hold each Eligible Investment that constitutes
                  investment property through a Securities Intermediary, which
                  Securities Intermediary shall agree with the Indenture Trustee
                  that (A) such investment property at all times shall be
                  credited to a securities account of the Indenture Trustee, (B)
                  all property credited to such securities account shall be
                  treated as a financial asset, (C) such Securities Intermediary
                  shall treat the Indenture Trustee as entitled to exercise the
                  rights that comprise each financial asset credited to such
                  securities account, (D) such Securities Intermediary shall
                  comply with

                                       37
<PAGE>

                  entitlement orders originated by the Indenture Trustee without
                  the further consent of any other person or entity, (E) such
                  Securities Intermediary shall not agree with any person or
                  entity other than the Indenture Trustee to comply with
                  entitlement orders originated by any person or entity other
                  than the Indenture Trustee, (F) such securities account and
                  all property credited thereto shall not be subject to any
                  lien, security interest, right of set-off, or encumbrance in
                  favor of such Securities Intermediary or anyone claiming
                  through such Securities Intermediary (other than the Indenture
                  Trustee), and (G) such agreement between such Securities
                  Intermediary and the Indenture Trustee shall 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 shall be disposed of prior to its
         maturity date. Terms used in clause (i) above that are defined in the
         New York UCC and not otherwise defined herein shall have the meaning
         set forth in the New York UCC.

                  On each Payment Date, all interest and earnings (net of losses
         and investment expenses) accrued since the preceding Payment Date on
         funds on deposit in the Cash Collateral Account shall be retained in
         the Cash Collateral Account to the extent that the Available Cash
         Collateral Account Amount is less than the Required Cash Collateral
         Account Amount, and the balance, if any, shall be [paid by the
         Indenture Trustee to the Trust to be distributed to the holders of the
         Transferors' Interest as provided in the Trust Agreement.] For purposes
         of determining the availability of funds or the balance in the Cash
         Collateral Account for any reason under this Indenture Supplement,
         except as otherwise provided in the preceding sentence, investment
         earnings on such funds shall be deemed not to be available or on
         deposit.

                  (c) On or before each Payment Date, the Servicer shall
         calculate the amount (the "Required Cash Collateral Draw Amount") by
         which the amounts specified in subsections 4.04(a)(i), (ii), (iii),
         (iv), (v), (vi) and (vii) of this Indenture Supplement exceed the
         Available Investor Finance Charge Collections available to pay such
         amounts. In the event that for any Payment Date the Required Cash
         Collateral Draw Amount is greater than zero, the Servicer shall give
         written notice to the Indenture Trustee of such positive Required Cash
         Collateral Draw Amount and on the Payment Date, the Required Cash
         Collateral Draw Amount up to the Available Cash Collateral Amount,
         shall be withdrawn from the Cash Collateral Account and distributed to
         the Paying Agent to fund any deficiency pursuant to subsection
         4.04(a)(i), (ii), (iii), (iv), (v), (vi) or (vii) of this Indenture
         Supplement (in the order of priority set forth in subsection 4.04(a)).

                  (d) In the event that the Cash Collateral Surplus on any
         Payment Date, after giving effect to all deposits to and withdrawals
         from the Cash Collateral Account with respect to such Payment Date, is
         greater than zero, the Trustee, acting in accordance with the written
         instructions of the Servicer, shall withdraw the Cash Collateral
         Surplus from the Cash Collateral Account, and pay such amounts to the
         Trust to be distributed to the Transferors in accordance with the Trust
         Agreement.

                                       38
<PAGE>

                  Section 4.13. Determination of LIBOR.

                  (a) On each LIBOR Determination Date, the Indenture Trustee
         shall 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 shall be determined on the basis of the rates at which deposits in
         United States dollars are offered by the Reference Banks at
         approximately 11:00 a.m., London time, on that day to prime banks in
         the London interbank market for a one-month period. The Indenture
         Trustee shall request the principal London office of each of the
         Reference Banks to provide a quotation of its rate. If at least two
         such quotations are provided, the rate for that LIBOR Determination
         Date shall be the arithmetic mean of the quotations. If fewer than two
         quotations are provided as requested, 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, the Class B Note Interest
         Rate, Class C Note Interest Rate and the Class D 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 or such other address and telephone number as
         shall be designated by the Indenture Trustee for such purpose by prior
         written notice by the Indenture Trustee to each Series 2001-A
         Noteholder from time to time.

                  (c) On each LIBOR Determination Date, the Indenture Trustee
         shall send to the Servicer 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 p.m. (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 shall have 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 p.m. (New York City
time) on such day, such investment shall be made by the Indenture Trustee on the
next succeeding Business Day. In no event shall the Indenture Trustee be liable
for any investment not made pursuant to investment instructions received after
12:00 p.m. (New York City time) on the day such investment is requested to be
made.

                                       39
<PAGE>

                  Section 4.15. Exchange of Notes for Transferor Amount. If the
Transferors purchase Series 2001-A Notes from Series 2001-A Noteholders, the
Transferors may, on any Payment Date (after giving effect to all required
allocations and payments on such Payment Date), cancel such purchased Series
2001-A Notes by delivering a written request to the Indenture Trustee to do so;
provided, however, that the Transferors may only cancel Class A, Class B, Class
C and Class D Notes they have purchased if the Rating Agency Condition has been
satisfied and a credit enhancement deficiency will not result.


                               [END OF ARTICLE IV]

                                       40
<PAGE>

                                    ARTICLE V

                        DELIVERY OF SERIES 2001-A NOTES;
               DISTRIBUTIONS; REPORTS TO SERIES 2001-A NOTEHOLDERS

                  Section 5.01. Delivery and Payment for the Series 2001-A
Notes.

                  With respect to the Series 2001-A Notes which are in
certificated form, the Trust shall execute and the Indenture Trustee shall
authenticate the Series 2001-A Notes in accordance with Section 2.03 of the
Master Indenture. The Indenture Trustee shall deliver those Series 2001-A Notes
to or upon the order of the Trust when so authenticated.

                  Section 5.02. Distributions.

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

                  (b) On each Payment Date, the Paying Agent shall distribute to
         each Class A Noteholder of record on the related Record Date such Class
         A Noteholder's pro rata share of the amounts held by the Paying Agent
         that are allocated and available on such Payment Date to pay principal
         of the Class A Notes pursuant to this Indenture Supplement.

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

                  (d) On each Payment Date, the Paying Agent shall distribute to
         each Class B Noteholder of record on the related Record Date such Class
         B Noteholder's pro rata share of the amounts held by the Paying Agent
         that are allocated and available on such Payment Date to pay principal
         of the Class B Notes pursuant to this Indenture Supplement.

                  (e) On each Payment Date, the Paying Agent shall distribute to
         each Class C Noteholder of record on the related Record Date (other
         than as provided in Section 11.02 of the Master Indenture) such Class C
         Noteholder's pro rata share of the amounts held by the Paying Agent
         (including amounts held by the Paying Agent with respect to amounts
         withdrawn from the Spread Account (at the times and in the amounts
         specified in Section 4.11)) that are allocated and available on such
         Payment Date to pay interest on the Class C Notes pursuant to this
         Indenture Supplement.

                  (f) each Payment Date, the Paying Agent shall distribute to
         each Class C Noteholder of record on the related Record Date such Class
         C Noteholder's pro rata share of the amounts held by the Paying Agent
         that are allocated and available on such Payment Date to pay principal
         of the Class C Notes pursuant to this Indenture Supplement.

                                       41
<PAGE>

                  (g) each Payment Date, the Paying Agent shall distribute to
         each Class D Noteholder of record on the related Record Date (other
         than as provided in Section 11.02 of the Master Indenture) such Class D
         Noteholder's pro rata share of the amounts held by the Paying Agent
         (including amounts held by the Paying Agent with respect to amounts
         withdrawn from the Spread Account (at the times and in the amounts
         specified in Section 4.11)) that are allocated and available on such
         Payment Date to pay interest on the Class D Notes pursuant to this
         Indenture Supplement.

                  (h) On each Payment Date, the Paying Agent shall distribute to
         each Class D Noteholder of record on the related Record Date such Class
         D Noteholder's pro rata share of the amounts held by the Paying Agent
         that are allocated and available on such Payment Date to pay principal
         of the Class D Notes pursuant to this Indenture Supplement.

                  (i) The distributions to be made pursuant to this Section 5.02
         are subject to the provisions of Sections 2.06, 6.01 and 7.01 of the
         Transfer and Servicing Agreement, Section 11.02 of the Master Indenture
         and Section 7.01 of this Indenture Supplement.

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

                  Section 5.03. Reports and Statements to Series 2001-A
Noteholders.

                  (a) On each Payment Date, the Paying Agent, on behalf of the
         Indenture Trustee, shall, provided the Servicer has delivered a
         statement substantially in the form of Exhibit C, forward to each
         Series 2001-A Noteholder such statement substantially in the form of
         Exhibit C prepared by the Servicer.

                  (b) Not later than the second Business Day preceding each
         Payment Date, the Servicer shall deliver to the Trust, the Indenture
         Trustee, the Paying Agent and each Rating Agency (i) a statement
         substantially in the form of Exhibit C prepared by the Servicer and
         (ii) a certificate of an Authorized Officer substantially in the form
         of Exhibit D; provided that the Servicer may amend the form of Exhibit
         C and Exhibit D, 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-A Noteholder
         by a request in writing to the Servicer.

                  (d) On or before January 31 of each calendar year, beginning
         with calendar year 2002, the Paying Agent, on behalf of the Indenture
         Trustee, shall furnish or cause to be furnished to each Person who at
         any time during the preceding calendar year was a Series 2001-A
         Noteholder, a statement prepared by the Servicer containing the
         information which is required to be contained in the statement to
         Series 2001-A 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 Trust of indebtedness under the Code.
         Such obligation of the Paying Agent shall

                                       42
<PAGE>

         be deemed to have been satisfied to the extent that substantially
         comparable information shall be provided by the Paying Agent pursuant
         to any requirements of the Code as from time to time in effect.

                  (e) On or before March 31 of each calendar year, beginning
         with March 31, 2002, the Paying Agent, on behalf of the Indenture
         Trustee, shall forward to each Series 2001-A Noteholder copies of each
         certificate and report furnished to the Indenture Trustee pursuant to
         Section 3.05 or 3.06 of the Transfer and Servicing Agreement.


                               [END OF ARTICLE V]

                                       43
<PAGE>

                                   ARTICLE VI

                        SERIES 2001-A AMORTIZATION EVENTS

                  Section 6.01. Series 2001-A Amortization Events. If any one of
the following events shall occur with respect to Series 2001-A:

                  (a) failure on the part of the Transferors (i) to make any
         payment or deposit required by the terms of the Transfer and Servicing
         Agreement, the Master 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 (ii)
         duly to observe or perform any other covenants or agreements of the
         Transferors set forth in the Transfer and Servicing Agreement, the
         Master Indenture or this Indenture Supplement, which failure has an
         Adverse Effect on the Series 2001-A Noteholders and which continues
         unremedied and continues to materially and adversely affect the
         interests of the Series 2001-A Noteholders for a period of 60 days
         after the date on which written notice of such failure, requiring the
         same to be remedied, shall have been given to the Transferors by the
         Indenture Trustee, or to the Transferors and the Indenture Trustee by
         any Holder of the Series 2001-A Notes;

                  (b) any representation or warranty made by the Transferors in
         the Transfer and Servicing Agreement, or any information contained in a
         computer file or microfiche list required to be delivered by the
         Transferors pursuant to Section 2.01 or subsection 2.09(h) of the
         Transfer and Servicing Agreement shall prove to have been incorrect in
         any material respect when made or when delivered, which continues to be
         incorrect in any material respect for a period of 60 days after the
         date on which written notice of such failure, requiring the same to be
         remedied, shall have been given to the Transferors by the Indenture
         Trustee, or to the Transferors and the Indenture Trustee by any Holder
         of the Series 2001-A Notes and as a result of which an Adverse Effect
         occurs with respect to the Series 2001-A Noteholders and such Adverse
         Effect continues for the designated period; provided, however, that a
         Series 2001-A Amortization Event pursuant to this subsection 6.01(b)
         shall not be deemed to have occurred hereunder if the Transferors has
         accepted reassignment of the related Receivable, or all of such
         Receivables, if applicable, during such period in accordance with the
         provisions of the Transfer and Servicing Agreement;

                  (c) a failure by a Transferor to convey Receivables in
         Additional Accounts or Participation Interests to the Trust within five
         Business Days after the day on which it is required to convey such
         Receivables or Participation Interests pursuant to subsection 2.09(a)
         of the Transfer and Servicing Agreement;

                  (d) any Servicer Default shall occur which has an Adverse
         Effect on the Series 2001-A Noteholders;

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

                                       44
<PAGE>

                  (f) the Class A Note Principal Balance, the Class B Note
         Principal Balance, the Class C Note Principal Balance or the Class D
         Note Principal Balance shall not be paid in full on the Expected
         Principal Payment Date; or

                  (g) without limiting the foregoing, the occurrence of an Event
         of Default with respect to Series 2001-A and an acceleration of the
         maturity of the Series 2001-A Notes pursuant to Section 5.03 of the
         Master Indenture;

then, in the case of any event described in subparagraph (a), (b) or (d) after
the applicable grace period, if any, set forth in such subparagraphs, either the
Indenture Trustee or the Holders of Series 2001-A Notes evidencing more than 50%
of the aggregate Outstanding Amount of Series 2001-A Notes by notice then given
in writing to the Transferors and the Servicer (and to the Indenture Trustee if
given by the Series 2001-A Noteholders) may declare that an amortization event
(a "Series 2001-A Amortization Event") has occurred as of the date of such
notice, and, in the case of any event described in subparagraph (c), (e), (f) or
(g), a Series 2001-A Amortization Event shall occur without any notice or other
action on the part of the Indenture Trustee or the Series 2001-A Noteholders
immediately upon the occurrence of such event.


                               [END OF ARTICLE VI]

                                       45
<PAGE>

                                   ARTICLE VII

  REDEMPTION OF SERIES 2001-A NOTES; SERIES FINAL MATURITY; FINAL DISTRIBUTIONS

                  Section 7.01. Optional Redemption of Series 2001-A Notes.

                  (a) On any day occurring on or after the date on which the
         outstanding principal balance of the Series 2001-A Notes is reduced to
         [o]% or less of the initial outstanding principal balance of Series
         2001-A Notes, the Trust shall have the option to redeem the Series
         2001-A Notes, at a purchase price equal to (i) if such day is a Payment
         Date, the Reassignment Amount for such Payment Date or (ii) if such day
         is not a Payment Date, the Reassignment Amount for the Payment Date
         following such day.

                  (b) The Trust shall give the Servicer and the Indenture
         Trustee at least thirty (30) days prior written notice of the date on
         which the Trust intends to exercise such optional redemption. Not later
         than 12:00 noon, New York City time, on such day the Trust shall
         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 Account and such distribution to the holder of the
         Transferors' Interest in accordance with the foregoing, the Invested
         Amount for Series 2001-A shall be reduced to zero and the Series 2001-A
         Noteholders shall have no further security interest in the Receivables.
         The Reassignment Amount shall be distributed as set forth in subsection
         7.02(a).

                  Section 7.02. Series Final Maturity.

                  (a) The amount to be paid by the Transferors with respect to
         Series 2001-A in connection with (i) a reassignment of Receivables to
         the Transferors pursuant to Section 2.06 of the Transfer and Servicing
         Agreement or (ii) an Optional Redemption of the Notes pursuant to
         Section 7.01, shall be the Reassignment Amount for the first Payment
         Date following the Monthly Period in which the reassignment obligation
         arises under the Transfer and Servicing Agreement. With respect to the
         Reassignment Amount deposited into the Collection Account pursuant to
         Section 7.01 herein or Section 2.06 of the Transfer and Servicing
         Agreement or the proceeds from any Foreclosure Remedy pursuant to
         Section 5.05 of the Master Indenture, the Indenture Trustee shall, in
         accordance with the written direction of the Servicer, not later than
         1:00 p.m. New York City time, on the related Payment 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) (x) the Class A Note Principal Balance on such
                  Payment Date will be distributed to the Paying Agent for
                  payment to the Class A Noteholders and (y) an amount equal to
                  the sum of (A) Class A Monthly Interest for such Payment Date,
                  (B) any Class A Monthly Interest previously due but not
                  distributed to the Class A Noteholders on a prior Payment Date
                  and (C) the amount of Class A Additional Interest, if any, for

                                       46
<PAGE>

                  such Payment Date and any Class A Additional Interest
                  previously due but not distributed to the Class A Noteholders
                  on any prior Payment Date, will be distributed to the Paying
                  Agent for payment to the Class A Noteholders;

                           (ii) (x) the Class B Note Principal Balance on such
                  Payment Date will be distributed to the Paying Agent for
                  payment to the Class B Noteholders and (y) an amount equal to
                  the sum of (A) Class B Monthly Interest for such Payment Date,
                  (B) any Class B Monthly Interest previously due but not
                  distributed to the Class B Noteholders on a prior Payment Date
                  and (C) the amount of Class B Additional Interest, if any, for
                  such Payment Date and any Class B Additional Interest
                  previously due but not distributed to the Class B Noteholders
                  on any prior Payment Date, will be distributed to the Paying
                  Agent for payment to the Class B Noteholders;

                           (iii) (x) the Class C Note Principal Balance on such
                  Payment Date will be distributed to the Paying Agent for
                  payment to the Class C Noteholders and (y) an amount equal to
                  the sum of (A) Class C Monthly Interest for such Payment Date,
                  (B) any Class C Monthly Interest previously due but not
                  distributed to the Class C Noteholders on a prior Payment Date
                  and (C) the amount of Class C Additional Interest, if any, for
                  such Payment Date and any Class C Additional Interest
                  previously due but not distributed to the Class C Noteholders
                  on any prior Payment Date, will be distributed to the Paying
                  Agent for payment to the Class C Noteholders; and

                           (iv) (x) the Class D Note Principal Balance on such
                  Payment Date will be distributed to the Paying Agent for
                  payment to the Class D Noteholders and (y) an amount equal to
                  the sum of (A) Class D Monthly Interest for such Payment Date,
                  (B) any Class D Monthly Interest previously due but not
                  distributed to the Class D Noteholders on a prior Payment Date
                  and (C) the amount of Class D Additional Interest, if any, for
                  such Payment Date and any Class D Additional Interest
                  previously due but not distributed to the Class D Noteholders
                  on any prior Payment Date, will be distributed to the Paying
                  Agent for payment to the Class D Noteholders.

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


                              [END OF ARTICLE VII]

                                       47
<PAGE>

                                  ARTICLE VIII

                    RESTRICTIONS ON TRANSFER OF CLASS D NOTES

                  Section 8.01. Private Placement of the Class D Notes.

                  (a) The Class D Notes have not been registered under the Act
         or any state securities law. The Class D Notes shall bear a legend to
         the effect set forth in Exhibit A-4 hereto. Neither the Transferors,
         the Trust nor the Indenture Trustee is obligated to register the Class
         D Notes under the Act or to take any other action not otherwise
         required under this Indenture Supplement or the Master Indenture to
         permit the transfer of the Class D Notes without registration.

                  (b) No transfer of any Class D Note or any interest therein
         (including, without limitation, by pledge or hypothecation) shall be
         made, unless registered under the Act or any state securities law,
         except in compliance with the restrictions on transfer set forth in
         this Section 8.1 (including the applicable legend to be set forth on
         the face of each Class D Note as provided in Exhibit A-2) in a
         transaction exempt from the registration requirements of the Act and
         applicable state securities or "Blue Sky" laws to a person.

                  (c) Each purchaser of a Class D Note, by its acceptance
         thereof, will be deemed to have acknowledged, represented to and agreed
         with the Trust as follows:

                  (d) It understands and acknowledges that the Class D Notes
         have not been and will not be registered under the Act or any other
         applicable securities law and, unless so registered, may not be
         offered, sold or otherwise transferred except in compliance with the
         registration requirements of the Act and any other applicable
         securities law or pursuant to an exemption therefrom.

                  (e) It is purchasing the Class D Notes for its own account, or
         for one or more investor accounts for which it is acting as a fiduciary
         or agent, in each case for investment, and not with a view to, or for
         offer or sale in connection with, any distribution thereof in violation
         of the Act, subject to any requirements of law that the disposition of
         its property or the property of such investor account or accounts be at
         all times within its or their control and subject to its or their
         ability to resell such Class D Notes subject to any other available
         exemption from the registration requirements of the Act. It agrees on
         its own behalf and on behalf of any investor account for which it is
         purchasing the Class D Notes and each subsequent holder of the Class D
         Notes by its acceptance thereof will agree to offer, sell or otherwise
         transfer such Class D Notes only (i) pursuant to a registration
         statement which has been declared effective under the Act or (ii)
         pursuant to an applicable exemption. Each purchaser acknowledges that
         each Class D Note will contain a legend substantially to the following
         effect:

"THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS
NOTE, OR ANY INTEREST OR PARTICIPATION HEREIN, MAY

                                       48
<PAGE>

BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) TO THE TRUST, (2)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE
SECURITIES ACT, OR (3) PURSUANT TO AN EXEMPTION FROM SUCH REGISTRATION
REQUIREMENTS.

PRIOR TO PURCHASING ANY CLASS D NOTES, PURCHASERS SHOULD CONSULT COUNSEL WITH
RESPECT TO THE AVAILABILITY AND CONDITIONS OF EXEMPTION FROM THE RESTRICTION ON
RESALE OR TRANSFER. THE TRUST HAS NOT AGREED TO REGISTER THE CLASS D NOTES UNDER
THE SECURITIES ACT, TO QUALIFY THE CLASS D NOTES UNDER THE SECURITIES LAWS OF
ANY STATE OR TO PROVIDE REGISTRATION RIGHTS TO ANY PURCHASER.

                  (f) [ERISA restrictions to be added.]


                              [END OF ARTICLE VIII]

                                       49
<PAGE>

                                   ARTICLE IX

                            MISCELLANEOUS PROVISIONS

                  Section 9.01. Ratification of Master Indenture. As
supplemented by this Indenture Supplement, the Master Indenture is in all
respects ratified and confirmed and the Master Indenture as so supplemented by
this Indenture Supplement shall be read, taken and construed as one and the same
instrument.

                  Section 9.02. Counterparts. This Indenture Supplement may be
executed in two or more counterparts, and by different parties on separate
counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.

                  Section 9.03. Governing Law. THIS INDENTURE SUPPLEMENT SHALL
BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

                  Section 9.04. Transfer of the Class D Notes. To the fullest
extent permitted by applicable law, the Class D Notes (or any interest therein)
may not be directly or indirectly sold, transferred, assigned, participated,
pledged or otherwise disposed of to any Person (each such transaction, a
"Transfer"); provided, however, that a Transfer of a Class D Note shall be
permitted if (A) the Transferors shall have delivered a Tax Opinion to the
Indenture Trustee with respect to such Transfer and (B) the transferee
establishes to the Servicer that it is the beneficial owner for United States
federal income tax purposes and that it is and will remain a "United States
person" for such purposes for so long as it holds any interest in a Class D
Note. Prior to any such Transfer by the Transferors, the Class D Notes shall not
be treated by any Person as having been issued for United States federal income
tax purposes. In addition to the restrictions set forth in this Section 9.04,
the Class D Notes shall be subject to the transfer restrictions set forth in
Article III

                  Section 9.05. Matters Relating to the Transferors. Whenever in
this Indenture Supplement there are references to documents or notices to be
delivered to the Transferors, such documents or notices shall be deemed to have
been duly delivered to all of the Transferors if such documents are delivered to
Conseco Bank, as a Transferor and as agent for all other Transferors. Whenever
in this Indenture Supplement there are references to consents to be delivered by
the Transferors, such consents shall be deemed to have been duly given if
delivered by Conseco Bank on behalf of all Transferors.

                  Section 9.06. No Petition. The Indenture Trustee, by entering
into this Indenture Supplement, and each Series 2001-A Noteholder, by accepting
a Note, hereby covenant and agree that they will not at any time institute
against the Trust or the Transferors, or join in any institution against the
Trust or the Transferors, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law.

                                       50
<PAGE>

                  Section 9.07. Limitation of Liability. Notwithstanding any
other provision herein or elsewhere, this Indenture Supplement has been executed
and delivered by Wilmington Trust Company, not in its individual capacity, but
solely in its capacity as Owner Trustee of the Trust, in no event shall
Wilmington Trust Company in its individual capacity have any liability in
respect of the representations, warranties, or obligations of the Trust
hereunder or under any other document, as to all of which recourse shall be had
solely to the assets of the Trust, and for all purposes of this Indenture
Supplement and each other document, the Owner Trustee (as such or in its
individual capacity) shall be subject to, and entitled to the benefits of, the
terms and provisions of the Trust Agreement.


                               [END OF ARTICLE IX]

                            [SIGNATURE PAGE FOLLOWS]

                                       51
<PAGE>

                  IN WITNESS WHEREOF, the undersigned have caused this Indenture
Supplement to be duly executed and delivered by their respective duly authorized
officers on the day and year first above written.

                                     CONSECO PRIVATE LABEL CREDIT CARD
                                     MASTER NOTE TRUST

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


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



                                     U.S. BANK TRUST, NATIONAL ASSOCIATION, not
                                     in its individual capacity, but solely as
                                     Indenture Trustee and Securities
                                     Intermediary


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



                                     CONSECO BANK, INC.


                                     By:
                                        ----------------------------------------
                                        Name:
                                        Title:
<PAGE>

                                                                     EXHIBIT A-1
                                                                     -----------

REGISTERED                                                           $__________

No. R-___                                                   CUSIP NO. __________

         Unless this Class A Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Conseco
Private Label Credit Card Master Note Trust 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.

       CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, SERIES 2001-A

          FORM OF CLASS A SERIES 2001-A FLOATING RATE ASSET BACKED NOTE

         Wilmington Trust Company, acting not in its individual capacity, but
solely as owner trustee of Conseco Private Label Credit Card Master Note Trust
(herein referred to as the "Issuer" or the "Trust"), a Delaware common law trust
governed by a Trust Agreement dated as of May __, 2001, for value received,
hereby promises to pay to CEDE & CO., or registered assigns, subject to the
following provisions, the principal sum of $__________, on the Series 2001-A
Final Maturity 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 shall be paid in
the manner specified on the reverse hereof.

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

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

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

                                     A-1-1
<PAGE>

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



                                     WILMINGTON TRUST COMPANY, not in its
                                     individual capacity, but solely as Owner
                                     Trustee on behalf of the CONSECO PRIVATE
                                     LABEL CREDIT CARD MASTER NOTE TRUST


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



Dated: May __, 2001

                                     A-1-2
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

                                     U.S. BANK TRUST NATIONAL ASSOCIATION,
                                     as Indenture Trustee


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

                                     A-1-3
<PAGE>

       CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, SERIES 2001-A

              CLASS A SERIES 2001-A FLOATING RATE ASSET BACKED NOTE

                         Summary of Terms and Conditions


                  This Class A Note is one of a duly authorized issue of Notes
of the Issuer, designated as Conseco Private Label Credit Card Master Note
Trust, Series 2001-A (the "Notes"), issued under a Master Indenture dated as of
May 1, 2001 (the "Master Indenture"), between the Issuer and U.S. Bank Trust
National Association, as indenture trustee (the "Indenture Trustee"), as
supplemented by the Indenture Supplement dated as of May __, 2001 (the
"Indenture Supplement"), and representing the right to receive certain payments
from the Issuer. The term "Indenture," unless the context otherwise requires,
refers to the Master Indenture as supplemented by the Indenture Supplement. The
Notes are subject to all of the terms of the Indenture. All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them
in or pursuant to the Indenture. In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.

                  The Noteholder, by its acceptance of this Note, agrees that it
will look solely to the property of the Trust 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 Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.

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

                  The Class A Note Initial Principal Balance is $__________. The
Class A Note Principal Balance will be determined from time to time by the
Indenture Trustee in accordance with the Indenture.

                  Payments of principal of the Notes shall be payable in
accordance with the provisions of the Indenture.

                  Subject to the terms and conditions of the Indenture, the
Transferors may, from time to time, direct the Owner Trustee, on behalf of the
Trust, to issue one or more new Series of Notes.

                  On each Distribution Date, the Paying Agent shall 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 Indenture
with respect to a final distribution, distributions to Series 2001-A Noteholders
shall be made by (i) check mailed to each Series 2001-A Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2001-A Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2001-A 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 Series 2001-A Noteholders in accordance with the Indenture.

                                     A-1-4
<PAGE>

                  On any day occurring on or after the date on which the
outstanding principal balance of the Series 2001-A Notes is reduced to __% or
less of the initial outstanding principal balance of the Series 2001-A Notes,
the Issuer shall have the option to redeem the Series 2001-A 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 Transferors or any Affiliate of any of them and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
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
Transferors, or join in instituting against the Issuer or the Transferors, 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 shall 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 Indenture 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 Transferors, the Indenture Trustee and any
agent of the Issuer, Transferors or the Indenture Trustee shall treat the person
in whose name this Class A Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Transferors, the Indenture Trustee nor any
agent of the Issuer, Transferors or the Indenture Trustee shall be affected by
notice to the contrary.

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

                                      A-1-5
<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: ____________                                  ______________________1/
                                                                           -

                                                     Signature Guaranteed:


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




------------------
1/   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.

                                     A-1-6
<PAGE>

                                                                     EXHIBIT A-2
                                                                     -----------

REGISTERED                                                            $_________

No. R-__                                                    CUSIP NO. __________

         Unless this Class B Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Conseco
Private Label Credit Card Master Note Trust or its agent for registration of
transfer, exchange or payment, and any note issued is registered in the name
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.

       CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, SERIES 2001-A

          FORM OF CLASS B SERIES 2001-A FLOATING RATE ASSET BACKED NOTE

         Wilmington Trust Company, acting not in its individual capacity, but
solely as owner trustee of Conseco Private Label Credit Card Master Note Trust
(herein referred to as the "Issuer" or the "Trust"), a Delaware common law trust
governed by a Trust Agreement dated as of May __, 2001, for value received,
hereby promises to pay to CEDE & CO., or registered assigns, subject to the
following provisions, the principal sum of $_________, on the Series 2001-A
Final Maturity 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 shall be paid in
the manner specified on the reverse hereof.

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

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

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

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

                                     A-2-1
<PAGE>

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



                                            WILMINGTON TRUST COMPANY, not in its
                                            individual capacity, but solely as
                                            Owner Trustee on behalf of the
                                            CONSECO PRIVATE LABEL CREDIT CARD
                                            MASTER NOTE TRUST



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



Dated: May __, 2001

                                      A-2-2
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

                                           U.S. BANK TRUST NATIONAL ASSOCIATION,
                                           as Indenture Trustee


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

                                      A-2-3
<PAGE>

       CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, SERIES 2001-A

              CLASS B SERIES 2001-A FLOATING RATE ASSET BACKED NOTE

                         Summary of Terms and Conditions


                  This Class B Note is one of a duly authorized issue of Notes
of the Issuer, designated as Conseco Private Label Credit Card Master Note
Trust, Series 2001-A (the "Notes"), issued under a Master Indenture dated as of
May 1, 2001 (the "Master Indenture"), between the Issuer and U.S. Bank Trust
National Association, as indenture trustee (the "Indenture Trustee"), as
supplemented by the Indenture Supplement dated as of May __, 2001 (the
"Indenture Supplement"), and representing the right to receive certain payments
from the Issuer. The term "Indenture," unless the context otherwise requires,
refers to the Master Indenture as supplemented by the Indenture Supplement. The
Notes are subject to all of the terms of the Indenture. All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them
in or pursuant to the Indenture. In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.

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

                  The Noteholder, by its acceptance of this Note, agrees that it
will look solely to the property of the Trust 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 Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.

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

                  The Class B Note Initial Principal Balance is $__________. The
Class B Note Principal Balance will be determined from time to time by the
Indenture Trustee in accordance with the Indenture.

                  Payments of principal of the Notes shall be payable in
accordance with the provisions of the Indenture.

                  Subject to the terms and conditions of the Indenture, the
Transferors may, from time to time, direct the Owner Trustee, on behalf of the
Trust, to issue one or more new Series of Notes.

                  On each Distribution Date, the Paying Agent shall 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 Indenture
with respect to a final distribution, distributions to Series 2001-A Noteholders
shall be made by (i) check mailed to each Series 2001-A Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2001-A Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2001-A 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 Series 2001-A Noteholders in accordance with the Indenture.

                                      A-2-4
<PAGE>

                  On any day occurring on or after the date on which the
outstanding principal balance of the Series 2001-A Notes is reduced to __% or
less of the initial outstanding principal balance of the Series 2001-A Notes,
the Issuer shall have the option to redeem the Series 2001-A 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 Transferors or any Affiliate of any of them and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
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
Transferors, or join in instituting against the Issuer or the Transferors, 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 shall 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 Indenture 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 Transferors, the Indenture Trustee and any
agent of the Issuer, Transferors or the Indenture Trustee shall treat the person
in whose name this Class B Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Transferors, the Indenture Trustee nor any
agent of the Issuer, Transferors or the Indenture Trustee shall be affected by
notice to the contrary.

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

                                      A-2-5
<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.

                                      A-2-6
<PAGE>

                                                                     EXHIBIT A-3
                                                                     -----------

REGISTERED                                                            $_________

No. R-__                                                    CUSIP NO. __________

         Unless this Class C Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Conseco
Private Label Credit Card Master Note Trust or its agent for registration of
transfer, exchange or payment, and any note issued is registered in the name
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.

       CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, SERIES 2001-A

          FORM OF CLASS C SERIES 2001-A FLOATING RATE ASSET BACKED NOTE

         Wilmington Trust Company, acting not in its individual capacity, but
solely as owner trustee of Conseco Private Label Credit Card Master Note Trust
(herein referred to as the "Issuer" or the "Trust"), a Delaware common law trust
governed by a Trust Agreement dated as of May __, 2001, for value received,
hereby promises to pay to CEDE & CO., or registered assigns, subject to the
following provisions, the principal sum of $_________, on the Series 2001-A
Final Maturity 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 C 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 shall be paid in
the manner specified on the reverse hereof.

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

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

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

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

                                      A-3-1
<PAGE>

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



                                            WILMINGTON TRUST COMPANY, not in its
                                            individual capacity, but solely as
                                            Owner Trustee on behalf of the
                                            CONSECO PRIVATE LABEL CREDIT CARD
                                            MASTER NOTE TRUST



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



Dated: May __, 2001

                                      A-3-2
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

                                           U.S. BANK TRUST NATIONAL ASSOCIATION,
                                           as Indenture Trustee


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

                                      A-3-3
<PAGE>

       CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, SERIES 2001-A

              CLASS C SERIES 2001-A FLOATING RATE ASSET BACKED NOTE

                         Summary of Terms and Conditions


                  This Class C Note is one of a duly authorized issue of Notes
of the Issuer, designated as Conseco Private Label Credit Card Master Note
Trust, Series 2001-A (the "Notes"), issued under a Master Indenture dated as of
May 1, 2001 (the "Master Indenture"), between the Issuer and U.S. Bank Trust
National Association, as indenture trustee (the "Indenture Trustee"), as
supplemented by the Indenture Supplement dated as of May __, 2001 (the
"Indenture Supplement"), and representing the right to receive certain payments
from the Issuer. The term "Indenture," unless the context otherwise requires,
refers to the Master Indenture as supplemented by the Indenture Supplement. The
Notes are subject to all of the terms of the Indenture. All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them
in or pursuant to the Indenture. In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.

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

                  The Noteholder, by its acceptance of this Note, agrees that it
will look solely to the property of the Trust 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 Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.

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

                  The Class C Note Initial Principal Balance is $__________. The
Class C Note Principal Balance will be determined from time to time by the
Indenture Trustee in accordance with the Indenture.

                  Payments of principal of the Notes shall be payable in
accordance with the provisions of the Indenture.

                  Subject to the terms and conditions of the Indenture, the
Transferors may, from time to time, direct the Owner Trustee, on behalf of the
Trust, to issue one or more new Series of Notes.

                  On each Distribution Date, the Paying Agent shall distribute
to each Class C Noteholder of record on the related Record Date (except for the
final distribution in respect of this Class C Note) such Class C 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 C
Notes pursuant to the Indenture Supplement. Except as provided in the Indenture
with respect to a final distribution, distributions to Series 2001-A Noteholders
shall be made by (i) check mailed to each Series 2001-A Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2001-A Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2001-A Note or the
making of any notation thereon. Final payment of this Class C Note will be made
only upon presentation and surrender of this Class C Note at the office or
agency specified in the notice of final distribution delivered by the Indenture
Trustee to the Series 2001-A Noteholders in accordance with the Indenture.

                                      A-3-4
<PAGE>

                  On any day occurring on or after the date on which the
outstanding principal balance of the Series 2001-A Notes is reduced to __% or
less of the initial outstanding principal balance of the Series 2001-A Notes,
the Issuer shall have the option to redeem the Series 2001-A 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 C Note does not represent an obligation of, or an
interest in, the Transferors or any Affiliate of any of them and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
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
Transferors, or join in instituting against the Issuer or the Transferors, 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 C Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class C Note shall be registered in
the Note Register upon surrender of this Class C 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 C Noteholder or such Class C Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class C
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.

                  As provided in the Indenture and subject to certain
limitations therein set forth, Class C Notes are exchangeable for new Class C
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 Transferors, the Indenture Trustee and any
agent of the Issuer, Transferors or the Indenture Trustee shall treat the person
in whose name this Class C Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Transferors, the Indenture Trustee nor any
agent of the Issuer, Transferors or the Indenture Trustee shall be affected by
notice to the contrary.

                  THIS CLASS C NOTE SHALL 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
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                      A-3-5
<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: ____________                                  ______________________3/
                                                                           -

                                                     Signature Guaranteed:


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



------------------
3/   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.

                                      A-3-6
<PAGE>

                                                                     EXHIBIT A-4
                                                                     -----------

REGISTERED                                                            $_________

No. R-__                                                    CUSIP NO. __________

         Unless this Class D Note is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to Conseco
Private Label Credit Card Master Note Trust or its agent for registration of
transfer, exchange or payment, and any note issued is registered in the name
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.

       CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, SERIES 2001-A

          FORM OF CLASS D SERIES 2001-A FLOATING RATE ASSET BACKED NOTE

         Wilmington Trust Company, acting not in its individual capacity, but
solely as owner trustee of Conseco Private Label Credit Card Master Note Trust
(herein referred to as the "Issuer" or the "Trust"), a Delaware common law trust
governed by a Trust Agreement dated as of May __, 2001, for value received,
hereby promises to pay to CEDE & CO., or registered assigns, subject to the
following provisions, the principal sum of $_________, on the Series 2001-A
Final Maturity 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 D 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 shall be paid in
the manner specified on the reverse hereof.

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

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

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

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

                                      A-4-1
<PAGE>

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



                                            WILMINGTON TRUST COMPANY, not in its
                                            individual capacity, but solely as
                                            Owner Trustee on behalf of the
                                            CONSECO PRIVATE LABEL CREDIT CARD
                                            MASTER NOTE TRUST



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



Dated: May __, 2001

                                      A-4-2
<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

                                           U.S. BANK TRUST NATIONAL ASSOCIATION,
                                           as Indenture Trustee


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

                                      A-4-3
<PAGE>

       CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST, SERIES 2001-A

              CLASS D SERIES 2001-A FLOATING RATE ASSET BACKED NOTE

                         Summary of Terms and Conditions


                  This Class D Note is one of a duly authorized issue of Notes
of the Issuer, designated as Conseco Private Label Credit Card Master Note
Trust, Series 2001-A (the "Notes"), issued under a Master Indenture dated as of
May 1, 2001 (the "Master Indenture"), between the Issuer and U.S. Bank Trust
National Association, as indenture trustee (the "Indenture Trustee"), as
supplemented by the Indenture Supplement dated as of May __, 2001 (the
"Indenture Supplement"), and representing the right to receive certain payments
from the Issuer. The term "Indenture," unless the context otherwise requires,
refers to the Master Indenture as supplemented by the Indenture Supplement. The
Notes are subject to all of the terms of the Indenture. All terms used in this
Note that are defined in the Indenture shall have the meanings assigned to them
in or pursuant to the Indenture. In the event of any conflict or inconsistency
between the Indenture and this Note, the Indenture shall control.

                  The Class A Notes, Class B Notes and Class C Notes will also
be issued under the Indenture.

                  The Noteholder, by its acceptance of this Note, agrees that it
will look solely to the property of the Trust 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 Indenture or, except as
expressly provided in the Indenture, subject to any liability under the
Indenture.

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

                  The Class D Note Initial Principal Balance is $__________. The
Class D Note Principal Balance will be determined from time to time by the
Indenture Trustee in accordance with the Indenture.

                  Payments of principal of the Notes shall be payable in
accordance with the provisions of the Indenture.

                  Subject to the terms and conditions of the Indenture, the
Transferors may, from time to time, direct the Owner Trustee, on behalf of the
Trust, to issue one or more new Series of Notes.

                  On each Distribution Date, the Paying Agent shall distribute
to each Class D Noteholder of record on the related Record Date (except for the
final distribution in respect of this Class D Note) such Class D 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 D
Notes pursuant to the Indenture Supplement. Except as provided in the Indenture
with respect to a final distribution, distributions to Series 2001-A Noteholders
shall be made by (i) check mailed to each Series 2001-A Noteholder (at such
Noteholder's address as it appears in the Note Register), except that with
respect to any Series 2001-A Notes registered in the name of the nominee of a
Clearing Agency, such distribution shall be made in immediately available funds
and (ii) without presentation or surrender of any Series 2001-A Note or the
making of any notation thereon. Final payment of this Class D Note will be made
only upon presentation and surrender of this Class D Note at the office or
agency specified in the notice of final

                                      A-4-4
<PAGE>

distribution delivered by the Indenture Trustee to the Series 2001-A Noteholders
in accordance with the Indenture.

                  On any day occurring on or after the date on which the
outstanding principal balance of the Series 2001-A Notes is reduced to __% or
less of the initial outstanding principal balance of the Series 2001-A Notes,
the Issuer shall have the option to redeem the Series 2001-A 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 D Note does not represent an obligation of, or an
interest in, the Transferors or any Affiliate of any of them and is not insured
or guaranteed by the Federal Deposit Insurance Corporation or any other
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
Transferors, or join in instituting against the Issuer or the Transferors, 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 D Notes are issuable only in minimum denominations of $1,000 and integral
multiples of $1,000. The transfer of this Class D Note shall be registered in
the Note Register upon surrender of this Class D 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 D Noteholder or such Class D Noteholder's attorney, and duly authorized in
writing with such signature guaranteed, and thereupon one or more new Class D
Notes in any authorized denominations of like aggregate principal amount will be
issued to the designated transferee or transferees.

                  As provided in the Indenture and subject to certain
limitations therein set forth, Class D Notes are exchangeable for new Class D
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 Transferors, the Indenture Trustee and any
agent of the Issuer, Transferors or the Indenture Trustee shall treat the person
in whose name this Class D Note is registered as the owner hereof for all
purposes, and neither the Issuer, the Transferors, the Indenture Trustee nor any
agent of the Issuer, Transferors or the Indenture Trustee shall be affected by
notice to the contrary.

                  THIS CLASS D NOTE SHALL 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
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                      A-4-5
<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.

                                      A-4-6