Exhibit 4.1

                                    INDENTURE


                                     between
                                     -------


                      FORD CREDIT AUTO OWNER TRUST 2002-A,

                                    as Issuer


                                       and
                                       ---


                              JPMORGAN CHASE BANK,

                              as Indenture Trustee


                           Dated as of January 1, 2002














                           CROSS REFERENCE TABLE1
                           ---------------------

  TIA                                                                Indenture
Section                                                                Section
-------                                                                -------

310 (a)(1).............................................................   6.11
    (a)(2).............................................................   6.11
    (a)(3).............................................................   6.10
    (a)(4)...........................................................    N.A.2
    (a)(5).............................................................   6.11
    (b)  ...........................................................  6.8;6.11
    (c)  ..............................................................   N.A.
311 (a)  ..............................................................   6.12
    (b)  ..............................................................   6.12
    (c)  ..............................................................   N.A.
312 (a)  ..............................................................   7.1
    (b)  ..............................................................   7.2
    (c)  ..............................................................   7.2
313 (a)  ..............................................................   7.4
    (b)(1).............................................................   7.4
    (b)(2).............................................................  11.5
    (c)  ..............................................................   7.4
    (d)  ..............................................................   7.3
314 (a)  ..............................................................  11.15
    (b)  ..............................................................  11.1
    (c)(1).............................................................  11.1
    (c)(2).............................................................  11.1
    (c)(3).............................................................  11.1
    (d)  ..............................................................  11.1
    (e)  ..............................................................  11.1
    (f)  ..............................................................  11.1
315 (a)  ..............................................................   6.1
    (b)  ............................................................6.5;11.5
    (c)  ..............................................................   6.1
    (d)  ..............................................................   6.1
    (e)  ..............................................................   5.13
316 (a) (last sentence)................................................   2.8
    (a)(1)(A)..........................................................   5.11
    (a)(1)(B)..........................................................   5.12
    (a)(2).............................................................   N.A.
    (b)  ..............................................................   5.7
    (c)  ..............................................................   N.A
317 (a)(1).............................................................   5.3
    (a)(2).............................................................   5.3
    (b)  ..............................................................   3.3
318 (a)  ..............................................................  11.7

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

1     Note:  This Cross Reference Table shall not, for any purpose, be deemed
      to be part of this Indenture.

2     N.A. means Not Applicable.


<PAGE>




                              TABLE OF CONTENTS
                              -----------------


                                    ARTICLE I

              DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

SECTION 1.1   Definitions and Usage...........................................3
SECTION 1.2   Incorporation by Reference of Trust Indenture Act...............3

                                   ARTICLE II

                                    THE NOTES

SECTION 2.1   Form............................................................4
SECTION 2.2   Execution, Authentication and Delivery..........................4
SECTION 2.3   Temporary Notes.................................................5
SECTION 2.4   Tax Treatment...................................................6
SECTION 2.5   Registration; Registration of Transfer and Exchange.............6
SECTION 2.6   Mutilated, Destroyed, Lost or Stolen Notes......................8
SECTION 2.7   Persons Deemed Owners...........................................9
SECTION 2.8   Payment of Principal and Interest; Defaulted Interest...........9
SECTION 2.9   Cancellation...................................................10
SECTION 2.10  Release of Collateral..........................................11
SECTION 2.11  Book-Entry Notes...............................................11
SECTION 2.12  Notices to Clearing Agency.....................................12
SECTION 2.13  Definitive Notes...............................................12
SECTION 2.14  Authenticating Agents..........................................13

                                   ARTICLE III

                                    COVENANTS

SECTION 3.1   Payment of Principal and Interest..............................14
SECTION 3.2   Maintenance of Office or Agency................................14
SECTION 3.3   Money for Payments To Be Held in Trust.........................14
SECTION 3.4   Existence......................................................16
SECTION 3.5   Protection of Indenture Trust Estate...........................16
SECTION 3.6   Opinions as to Indenture Trust Estate..........................17
SECTION 3.7   Performance of Obligations; Servicing of Receivables...........18
SECTION 3.8   Negative Covenants.............................................20
SECTION 3.9   Annual Statement as to Compliance..............................21
SECTION 3.10  Issuer May Consolidate, etc., Only on Certain Terms............21
SECTION 3.11  Successor or Transferee........................................23
SECTION 3.12  No Other Business..............................................24
SECTION 3.13  No Borrowing...................................................24
SECTION 3.14  Servicer's Obligations.........................................24
SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities..............24
SECTION 3.16  Capital Expenditures...........................................24
SECTION 3.17  Further Instruments and Acts...................................24
SECTION 3.18  Restricted Payments............................................25
SECTION 3.19  Notice of Events of Default....................................25
SECTION 3.20  Removal of Administrator.......................................25
SECTION 3.21  Calculation Agent..............................................25

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1  Satisfaction and Discharge of  Indenture........................27
SECTION 4.2  Satisfaction, Discharge and Defeasance of Notes.................28
SECTION 4.3  Application of Trust Money......................................30
SECTION 4.4  Repayment of Monies Held by Note Paying Agent...................30

                                    ARTICLE V

                                    REMEDIES

SECTION 5.1   Events of Default..............................................31
SECTION 5.2   Acceleration of Maturity; Rescission and Annulment.............32
SECTION 5.3   Collection of Indebtedness and Suits for Enforcement
                   by Indenture Trustee......................................33
SECTION 5.4   Remedies; Priorities...........................................36
SECTION 5.5   Optional Preservation of the Receivables.......................40
SECTION 5.6   Limitation of Suits............................................40
SECTION 5.7   Unconditional Rights of Noteholders To Receive
                   Principal and Interest....................................41
SECTION 5.8   Restoration of Rights and Remedies.............................41
SECTION 5.9   Rights and Remedies Cumulative.................................42
SECTION 5.10  Delay or Omission Not a Waiver.................................42
SECTION 5.11  Control by Controlling Note Class of Noteholders...............42
SECTION 5.12  Waiver of Past Defaults........................................43
SECTION 5.13  Undertaking for Costs..........................................43
SECTION 5.14  Waiver of Stay or Extension Laws...............................44
SECTION 5.15  Action on Notes................................................44
SECTION 5.16  Performance and Enforcement of Certain Obligations.............44

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

SECTION 6.1   Duties of Indenture Trustee....................................47
SECTION 6.2   Rights of Indenture Trustee....................................48
SECTION 6.3   Individual Rights of Indenture Trustee.........................49
SECTION 6.4   Indenture Trustee's Disclaimer.................................49
SECTION 6.5   Notice of Defaults. ...........................................49
SECTION 6.6   Reports by Indenture Trustee to Noteholders....................50
SECTION 6.7   Compensation and Indemnity.....................................50
SECTION 6.8   Replacement of Indenture Trustee...............................51
SECTION 6.9   Successor Indenture Trustee by Merger..........................52
SECTION 6.10  Appointment of Co-Indenture Trustee or Separate
                   Indenture Trustee.........................................52
SECTION 6.11  Eligibility; Disqualification..................................54
SECTION 6.12  Preferential Collection of Claims Against Issuer...............55
SECTION 6.13  Interest Rate Swap Provisions..................................55

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1  Issuer To Furnish Indenture Trustee Names and
                   Addresses of Noteholders..................................58
SECTION 7.2  Preservation of Information; Communications to Noteholders......58
SECTION 7.3  Reports by Issuer...............................................58
SECTION 7.4  Reports by Indenture Trustee....................................59

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1  Collection of Money.............................................60
SECTION 8.2  Trust Accounts and Payahead Account.............................60
SECTION 8.3  General Provisions Regarding Accounts...........................64
SECTION 8.4  Release of Indenture Trust Estate...............................65
SECTION 8.5  Opinion of Counsel..............................................66

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1  Supplemental Indentures Without Consent of Noteholders..........68
SECTION 9.2  Supplemental Indentures with Consent of Noteholders.............70
SECTION 9.3  Execution of Supplemental Indentures............................72
SECTION 9.4  Effect of Supplemental Indenture................................72
SECTION 9.5  Conformity with Trust Indenture Act.............................73
SECTION 9.6  Reference in Notes to Supplemental Indentures...................73

                                    ARTICLE X

                               REDEMPTION OF NOTES

SECTION 10.1  Redemption.....................................................74
SECTION 10.2  Form of Redemption Notice......................................74
SECTION 10.3  Notes Payable on Redemption Date...............................75

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1   Compliance Certificates and Opinions, etc.....................76
SECTION 11.2   Form of Documents Delivered to Indenture Trustee..............78
SECTION 11.3   Acts of Noteholders...........................................79
SECTION 11.4   Notices, etc., to Indenture Trustee, Issuer and
                     Rating Agencies.........................................79
SECTION 11.5   Notices to Noteholders; Waiver................................80
SECTION 11.6   Alternate Payment and Notice Provisions.......................81
SECTION 11.7   Conflict with Trust Indenture Act.............................81
SECTION 11.8   Effect of Headings and Table of Contents......................82
SECTION 11.9   Successors and Assigns........................................82
SECTION 11.10  Separability..................................................82
SECTION 11.11  Benefits of Indenture.........................................82
SECTION 11.12  Legal Holidays................................................82
SECTION 11.13  Governing Law.................................................82
SECTION 11.14  Counterparts..................................................82
SECTION 11.15  Recording of Indenture........................................83
SECTION 11.16  Trust Obligation..............................................83
SECTION 11.17  Subordination of  Claims against Seller.......................83
SECTION 11.18  No Petition...................................................84
SECTION 11.19  Inspection....................................................84

EXHIBIT A-1  - FORM OF CLASS A-1 NOTE.....................................A-1-1

EXHIBIT A-2a - FORM OF CLASS A-2a NOTE...................................A-2a-1

EXHIBIT A-2b - FORM OF CLASS A-2b NOTE...................................A-2b-1

EXHIBIT A-3a - FORM OF CLASS A-3a NOTE...................................A-3a-1

EXHIBIT A-3b - FORM OF CLASS A-3b NOTE ..................................A-3b-1

EXHIBIT A-4  - FORM OF CLASS A-4 NOTE.....................................A-4-1

EXHIBIT B    - FORM OF CLASS B NOTE.........................................B-1

EXHIBIT C    - FORM OF CLASS C NOTE.........................................C-1

EXHIBIT D    - FORM OF NOTE DEPOSITORY AGREEMENT............................D-1

SCHEDULE A   - Schedule of Receivables.....................................SA-1

APPENDIX A   - Definitions and Usage.......................................AA-1

<PAGE>




            INDENTURE, dated as of January 1, 2002 (as from time to time
amended, supplemented or otherwise modified and in effect, this "Indenture")
between FORD CREDIT AUTO OWNER TRUST 2002-A, a Delaware business trust, as
Issuer, and JPMORGAN CHASE BANK, a New York corporation, as trustee for the
benefit of the Noteholders and as agent for the Swap Counterparties (in such
capacity, the "Indenture Trustee") and not in its individual capacity.

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the holders of the Issuer's Class A-1 1.82%
Asset Backed Notes (the "Class A-1 Notes"), Class A-2a 2.39% Asset Backed Notes
(the "Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes (the
"Class A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2
Notes"), Class A-3a 3.62% Asset Backed Notes (the "Class A-3a Notes"), Class
A-3b Floating Rate Asset Backed Notes (the "Class A-3b Notes" and, together with
the Class A-3a Notes, the "Class A-3 Notes"), Class A-4 4.36% Asset Backed Notes
(the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2
Notes and the Class A-3 Notes, the "Class A Notes"), Class B 4.79% Asset Backed
Notes (the "Class B Notes") and Class C 5.43% Asset Backed Notes (the "Class C
Notes" and, together with the Class A Notes and the Class B Notes, the "Notes")
and the Swap Counterparties:

                                 GRANTING CLAUSE

            The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, as Indenture Trustee for the benefit of the Noteholders and the Swap
Counterparties, all of the Issuer's right, title and interest in, to and under,
whether now owned or existing or hereafter acquired or arising, (a) the
Receivables; (b) with respect to Actuarial Receivables, monies due thereunder on
or after the Cutoff Date (including Payaheads) and, with respect to Simple
Interest Receivables, monies due or received thereunder on or after the Cutoff
Date (including in each case any monies received prior to the Cutoff Date that
are due on or after the Cutoff Date and were not used to reduce the principal
balance of the Receivable); (c) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables and any other interest of the
Issuer in the Financed Vehicles; (d) rights to receive proceeds with respect to
the Receivables from claims on any physical damage, credit life, credit
disability, or other insurance policies covering Financed Vehicles or Obligors;
(e) Dealer Recourse; (f) all of the rights to the Receivable Files; (g) the
Trust Accounts and all amounts, securities, investments and other property
deposited in or credited to any of the foregoing and all proceeds thereof; (h)
the Sale and Servicing Agreement; (i) all of the rights under the Purchase
Agreement, including the right of the Seller to cause Ford Credit to repurchase
Receivables from the Seller; (j) payments and proceeds with respect to the
Receivables held by the Servicer; (k) all property (including the right to
receive Liquidation Proceeds) securing a Receivable (other than a Receivable
purchased by the Servicer or repurchased by the Seller); (l) rebates of premiums
and other amounts relating to insurance policies and other items financed under
the Receivables in effect as of the Cutoff Date; (m) all of the Issuer's rights
in the Interest Rate Swap Agreements and (n) all present and future claims,
demands, causes of action and choses in action in respect of any or all of the
foregoing and all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all proceeds of
the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").

            The foregoing Grant is made in trust to secure (a) the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture and (b) payment of amounts payable to the Swap Counterparties under
the Interest Rate Swap Agreements.

            The Indenture Trustee, as Indenture Trustee on behalf of the
Noteholders and the Swap Counterparties, acknowledges such Grant, accepts the
trusts under this Indenture in accordance with the provisions of this Indenture
and agrees to perform its duties required in this Indenture to the best of its
ability to the end that the interests of the Noteholders and the Swap
Counterparties may be adequately and effectively protected.


                                    ARTICLE I

             DEFINITIONS, USAGE AND INCORPORATION BY REFERENCE

            SECTION 1.1 Definitions and Usage. Except as otherwise specified
herein or as the context may otherwise require, capitalized terms used but not
otherwise defined herein are defined in Appendix A hereto, which also contains
rules as to usage that shall be applicable herein.

            SECTION 1.2 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

            "indenture securities" shall mean the Notes.

            "indenture security holder" shall mean a Noteholder.

            "indenture to be qualified" shall mean this Indenture.

            "indenture trustee" or "institutional trustee" shall mean the
Indenture Trustee.

            "obligor" on the indenture securities shall mean the Issuer and any
other obligor on the indenture securities.

            All other TIA terms used in this Indenture that are defined in the
TIA, defined by TIA reference to another statute or defined by Commission rule
have the meaning assigned to them by such definitions.


                                   ARTICLE II

                                    THE NOTES

            SECTION 2.1 Form. (a) The Class A-1 Notes, the Class A-2a Notes, the
Class A-2b Notes, the Class A-3a Notes, the Class A-3b Notes, the Class A-4
Notes, the Class B Notes and the Class C Notes, together with the Indenture
Trustee's certificates of authentication, shall be in substantially the form set
forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit A-3a, Exhibit A-3b,
Exhibit A-4, Exhibit B and Exhibit C, respectively, with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution thereof. Any portion of the text of any Note may be
set forth on the reverse thereof, with an appropriate reference thereto on the
face of the Note.

            (b) The definitive Notes shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such Notes,
as evidenced by their execution of such Notes.

            (c) Each Note shall be dated the date of its authentication. The
terms of the Notes set forth in Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit
A-3a, Exhibit A-3b, Exhibit A-4, Exhibit B and Exhibit C are part of the terms
of this Indenture and are incorporated herein by reference.

            SECTION 2.2 Execution, Authentication and Delivery. (a) The Notes
shall be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

            (b) Notes bearing the manual or facsimile signature of individuals
who were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

            (c) The Indenture Trustee shall, upon Issuer Order, authenticate and
deliver the Notes for original issue in the Classes and initial aggregate
principal amounts as set in the table below.

                                                       Initial Aggregate
                  Class                                Principal Amount
                  -----                                ----------------

              Class A-1 Notes                             $725,000,000

             Class A-2a Notes                             $550,000,000

             Class A-2b Notes                            $1,550,000,000

             Class A-3a Notes                             $325,000,000

             Class A-3b Notes                            $1,740,000,000

              Class A-4 Notes                             $606,480,000

               Class B Notes                              $173,570,000

               Class C Notes                              $115,716,000


The aggregate principal amount of Class A-1 Notes, Class A-2a Notes, Class A-2b
Notes, Class A-3a Notes, Class A-3b Notes, Class A-4 Notes, Class B Notes and
Class C Notes Outstanding at any time may not exceed those respective amounts
except as provided in Section 2.6.

            (d) The Class A-1 Notes shall be issuable as Book-Entry Notes in
minimum denominations of $100,000 and in integral multiples of $1,000 in excess
thereof. The Class A-2a, Class A-2b, Class A-3a, Class A-3b, Class A-4, Class B
Notes and Class C Notes shall be issuable as Book-Entry Notes in minimum
denominations of $1,000 and in integral multiples of $1,000 in excess thereof.

            (e) No Note shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated and
delivered hereunder.

            SECTION 2.3 Temporary Notes. (a) Pending the preparation of
definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order
the Indenture Trustee shall authenticate and deliver, temporary Notes that are
printed, lithographed, typewritten, mimeographed or otherwise produced,
substantially of the tenor of the definitive Notes in lieu of which they are
issued and with such variations not inconsistent with the terms of this
Indenture as the officers executing the temporary Notes may determine, as
evidenced by their execution of such temporary Notes.

            If temporary Notes are issued, the Issuer shall cause definitive
Notes to be prepared without unreasonable delay. After the preparation of
definitive Notes, the temporary Notes shall be exchangeable for definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuer to
be maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute, and the Indenture Trustee shall authenticate and deliver in exchange
therefor, a like principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as definitive Notes.

            SECTION 2.4 Tax Treatment. The Issuer has entered into this
Indenture, and the Notes shall be issued, with the intention that, for federal,
State and local income and franchise tax purposes, the Notes shall qualify as
indebtedness of the Issuer secured by the Indenture Trust Estate. The Issuer, by
entering into this Indenture, and each Noteholder, by its acceptance of a Note
(and each Note Owner by its acceptance of an interest in the applicable
Book-Entry Note), agree to treat the Notes for federal, State and local income,
single business and franchise tax purposes as indebtedness of the Issuer;
provided, that the Issuer and each Noteholder agree that in the event the Class
B Notes or the Class C Notes were recharacterized as an equity interest in the
Issuer, the allocation provisions of the Trust Agreement would apply.

            SECTION 2.5 Registration; Registration of Transfer and Exchange. (a)
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee initially shall be the "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar. If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar, (i) the Issuer shall give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, (ii) the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and (iii) the Indenture Trustee shall have the right to
rely upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Noteholders and the
principal amounts and number of such Notes.

            (b) Reserved

            (c) Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2, if
the requirements of Section 8-401(1) of the UCC are met the Issuer shall
execute, and the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same Class in any authorized
denomination, of a like aggregate principal amount.

            (d) At the option of the Noteholder, Notes may be exchanged for
other Notes of the same Class in any authorized denominations, of a like
aggregate principal amount, upon surrender of the Notes to be exchanged at such
office or agency. Whenever any Notes are so surrendered for exchange, if the
requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute,
the Indenture Trustee shall authenticate, and the Noteholder shall obtain from
the Indenture Trustee, the Notes which the Noteholder making such exchange is
entitled to receive.

            (e) All Notes issued upon any registration of transfer or exchange
of Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture as the Notes surrendered
upon such registration of transfer or exchange.

            (f) Every Note presented or surrendered for registration of transfer
or exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder thereof or such Noteholder's attorney duly
authorized in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, which requirements
include membership or participation in STAMP or such other "signature guarantee
program" as may be determined by the Note Registrar in addition to, or in
substitution for, STAMP, all in accordance with the Securities Exchange Act of
1934, as amended, and (ii) accompanied by such other documents or evidence as
the Indenture Trustee may require.

            (g) No service charge shall be made to a Noteholder for any
registration of transfer or exchange of Notes, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any registration of transfer or exchange of
Notes, other than exchanges pursuant to Section 2.3 or 9.6 not involving any
transfer.

            (h) The preceding provisions of this Section 2.5 notwithstanding,
the Issuer shall not be required to make and the Note Registrar need not
register transfers or exchanges of Notes selected for redemption or of any Note
for a period of fifteen (15) days preceding the Distribution Date for any
payment with respect to such Note.

            SECTION 2.6 Mutilated, Destroyed, Lost or Stolen Notes. (a) If (i)
any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Indenture Trustee such security
or indemnity as may be required by it to hold the Issuer and the Indenture
Trustee harmless, then, in the absence of notice to the Issuer, the Note
Registrar or the Indenture Trustee that such Note has been acquired by a
protected purchaser, as defined in Section 8-303 of the UCC, and provided that
the requirements of Section 8-405 of the UCC are met, the Issuer shall execute,
and upon Issuer Request the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of the same Class; provided, however, that if any such
destroyed, lost or stolen Note, but not a mutilated Note, shall have become or
within seven (7) days shall be due and payable, or shall have been called for
redemption, instead of issuing a replacement Note, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date without surrender thereof. If, after the delivery of such replacement Note
or payment of a destroyed, lost or stolen Note pursuant to the proviso to the
preceding sentence, a protected purchaser of the original Note in lieu of which
such replacement Note was issued presents for payment such original Note, the
Issuer and the Indenture Trustee shall be entitled to recover such replacement
Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a protected purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor to
the extent of any loss, damage, cost or expense incurred by the Issuer or the
Indenture Trustee in connection therewith.

            (b) Upon the issuance of any replacement Note under this Section
2.6, the Issuer may require the payment by the Noteholder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee) connected therewith.

            (c) Every replacement Note issued pursuant to this Section 2.6 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

            (d) The provisions of this Section 2.6 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

            SECTION 2.7 Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Issuer, the Indenture Trustee or any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

            SECTION 2.8 Payment of Principal and Interest; Defaulted Interest.
(a) The Class A-1 Notes, the Class A-2a Notes, the Class A-2b Notes, the Class
A-3a Notes, the Class A-3b Notes, the Class A-4 Notes, the Class B Notes and the
Class C Notes shall accrue interest at the Class A-1 Rate, the Class A-2a Rate,
the Class A-2b Rate, the Class A-3a Rate, the Class A-3b Rate, the Class A-4
Rate, the Class B Rate and the Class C Rate, respectively, as set forth in
Exhibit A-1, Exhibit A-2a, Exhibit A-2b, Exhibit A-3a, Exhibit A-3b, Exhibit
A-4, Exhibit B and Exhibit C, respectively, and such interest shall be due and
payable on each Distribution Date as specified therein, subject to Section 3.1.
Any installment of interest or principal, if any, payable on any Note that is
punctually paid or duly provided for by the Issuer on the applicable
Distribution Date shall be paid to the Person in whose name such Note (or one or
more Predecessor Notes) is registered on the Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000, or,
if not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners pursuant to Section 2.13, with
respect to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payment shall be
made by wire transfer in immediately available funds to the account designated
by such nominee, and except for the final installment of principal payable with
respect to such Note on a Distribution Date, Redemption Date or the applicable
Final Scheduled Distribution Date, which shall be payable as provided below. The
funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.3.

            (b) The principal of each Note shall be payable in installments on
each Distribution Date as provided in the forms of Notes set forth in Exhibit
A-1, Exhibit A-2a, Exhibit A-2b, Exhibit A-3a, Exhibit A-3b, Exhibit A-4,
Exhibit B and Exhibit C hereto. Notwithstanding the foregoing, the entire unpaid
principal amount of each Class of Notes shall be due and payable, if not
previously paid, on the date on which an Event of Default shall have occurred
and be continuing, if the Indenture Trustee or the Noteholders of Notes
evidencing not less than a majority of the Note Balance of the Controlling Note
Class have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2. All principal payments on each Class of Notes shall be
made pro rata to the Noteholders of such Class entitled thereto. The Indenture
Trustee shall notify the Person in whose name a Note is registered at the close
of business on the Record Date preceding the Distribution Date on which the
Issuer expects that the final installment of principal of and interest on such
Note shall be paid. Such notice shall be mailed or transmitted by facsimile
prior to such final Distribution Date and shall specify that such final
installment shall be payable only upon presentation and surrender of such Note
and shall specify the place where such Note may be presented and surrendered for
payment of such installment. Notices in connection with redemption of Notes
shall be mailed to Noteholders as provided in Section 10.2.

            (c) If the Issuer defaults in a payment of interest on the Notes,
the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Note Interest Rate on the
Distribution Date following such default. The Issuer shall pay such defaulted
interest to the Persons who are Noteholders on the Record Date for such
following Distribution Date.

            SECTION 2.9 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes cancelled as provided in this Section 2.9, except as expressly
permitted by this Indenture. All cancelled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Order that they be destroyed or returned to it and so long as such Issuer Order
is timely and the Notes have not been previously disposed of by the Indenture
Trustee.

            SECTION 2.10 Release of Collateral. Subject to Section 11.1 and the
terms of the Basic Documents, the Indenture Trustee shall release property from
the lien of this Indenture only upon receipt of an Issuer Request accompanied by
an Officer's Certificate, an Opinion of Counsel and Independent Certificates in
accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in
lieu of such Independent Certificates to the effect that the TIA does not
require any such Independent Certificates. If the Commission shall issue an
exemptive order under TIA Section 304(d) modifying the Owner Trustee's
obligations under TIA Sections 314(c) and 314(d)(1), subject to Section 11.1 and
the terms of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture in accordance with the conditions and procedures
set forth in such exemptive order.

            SECTION 2.11 Book-Entry Notes. The Notes, upon original issuance,
shall be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the nominee
of the initial Clearing Agency, and no Note Owner thereof shall receive a
Definitive Note (as defined below) representing such Note Owner's interest in
such Note, except as provided in Section 2.13. Unless and until definitive,
fully registered Notes (the "Definitive Notes") have been issued to such Note
Owners pursuant to Section 2.13:

                  (i) the provisions of this Section 2.11 shall be in full
      force and effect;

                  (ii) the Note Registrar and the Indenture Trustee shall be
      entitled to deal with the Clearing Agency for all purposes of this
      Indenture (including the payment of principal of and interest on the
      Book-Entry Notes and the giving of instructions or directions hereunder)
      as the sole Noteholder, and shall have no obligation to the Note Owners;

                  (iii) to the extent that the provisions of this Section 2.11
      conflict with any other provisions of this Indenture, the provisions of
      this Section 2.11 shall control;

                  (iv) the rights of Note Owners shall be exercised only through
      the Clearing Agency and shall be limited to those established by law and
      agreements between such Note Owners and the Clearing Agency and/or the
      Clearing Agency Participants pursuant to the Note Depository Agreement.
      Unless and until Definitive Notes are issued to Note Owners pursuant to
      Section 2.13, the initial Clearing Agency shall make book-entry transfers
      among the Clearing Agency Participants and receive and transmit payments
      of principal of and interest on the Book-Entry Notes to such Clearing
      Agency Participants; and

                  (v) whenever this Indenture requires or permits actions to be
      taken based upon instructions or directions of Noteholders of Notes
      evidencing a specified percentage of the Note Balance of the Notes
      Outstanding (or any Class thereof, including the Controlling Note Class)
      the Clearing Agency shall be deemed to represent such percentage only to
      the extent that it has received instructions to such effect from Note
      Owners and/or Clearing Agency Participants owning or representing,
      respectively, such required percentage of the beneficial interest of the
      Notes Outstanding (or Class thereof, including the Controlling Note Class)
      and has delivered such instructions to the Indenture Trustee.

            SECTION 2.12 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders of Book-Entry Notes is required under this
Indenture, unless and until Definitive Notes shall have been issued to the Note
Owners pursuant to Section 2.13, the Indenture Trustee shall give all such
notices and communications specified herein to be given to Noteholders of
Book-Entry Notes to the Clearing Agency, and shall have no obligation to such
Note Owners.

            SECTION 2.13 Definitive Notes. With respect to any Class or Classes
of Book-Entry Notes, if (i) the Administrator advises the Indenture Trustee in
writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to such Class of Book-Entry Notes
and the Administrator is unable to locate a qualified successor, (ii) the
Administrator, at its option, advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default or an Event of Servicing
Termination, Note Owners of such Class of Book-Entry Notes evidencing beneficial
interests aggregating not less than a majority of the Note Balance of such Class
advise the Indenture Trustee and the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of such Class of Note Owners, then the Clearing Agency shall
notify all Note Owners of such Class and the Indenture Trustee of the occurrence
of such event and of the availability of Definitive Notes to the Note Owners of
the applicable Class requesting the same. Upon surrender to the Indenture
Trustee of the typewritten Notes representing the Book-Entry Notes by the
Clearing Agency, accompanied by registration instructions, the Issuer shall
execute and the Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note Registrar or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes to Note Owners, the Indenture Trustee shall recognize the holders of such
Definitive Notes as Noteholders.

            SECTION 2.14 Authenticating Agents. (a) The Indenture Trustee may
appoint one or more Persons (each, an "Authenticating Agent") with power to act
on its behalf and subject to its direction in the authentication of Notes in
connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.5,
2.6 and 9.6, as fully to all intents and purposes as though each such
Authenticating Agent had been expressly authorized by those Sections to
authenticate such Notes. For all purposes of this Indenture, the authentication
of Notes by an Authenticating Agent pursuant to this Section 2.14 shall be
deemed to be the authentication of Notes "by the Indenture Trustee."

            (b) Any corporation into which any Authenticating Agent may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, consolidation or conversion to which any
Authenticating Agent shall be a party, or any corporation succeeding to all or
substantially all of the corporate trust business of any Authenticating Agent,
shall be the successor of such Authenticating Agent hereunder, without the
execution or filing of any further act on the part of the parties hereto or such
Authenticating Agent or such successor corporation.

            (c) Any Authenticating Agent may at any time resign by giving
written notice of resignation to the Indenture Trustee and the Owner Trustee.
The Indenture Trustee may at any time terminate the agency of any Authenticating
Agent by giving written notice of termination to such Authenticating Agent and
the Owner Trustee. Upon receiving such notice of resignation or upon such a
termination, the Indenture Trustee may appoint a successor Authenticating Agent
and shall give written notice of any such appointment to the Owner Trustee.

            (d) The Administrator agrees to pay to each Authenticating Agent
from time to time reasonable compensation for its services. The provisions of
Sections 2.9 and 6.4 shall be applicable to any Authenticating Agent.


                                   ARTICLE III

                                    COVENANTS

            SECTION 3.1 Payment of Principal and Interest. The Issuer shall duly
and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting the
foregoing and subject to Section 8.2, on each Distribution Date the Issuer shall
cause to be paid all amounts on deposit in the Collection Account and the
Principal Distribution Account with respect to the Collection Period preceding
such Distribution Date and deposited therein pursuant to the Sale and Servicing
Agreement. Amounts properly withheld under the Code by any Person from a payment
to any Noteholder of interest and/or principal shall be considered as having
been paid by the Issuer to such Noteholder for all purposes of this Indenture.

            SECTION 3.2 Maintenance of Office or Agency. The Issuer shall
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer shall give
prompt written notice to the Indenture Trustee of the location, and of any
change in the location, of any such office or agency. If, at any time, the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders, notices and
demands may be made or served at the Corporate Trust Office, and the Issuer
hereby appoints the Indenture Trustee as its agent to receive all such
surrenders, notices and demands.

            SECTION 3.3 Money for Payments To Be Held in Trust. (a) As provided
in Sections 8.2 and 5.4(b), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Trust Accounts
and the Payahead Account shall be made on behalf of the Issuer by the Indenture
Trustee or by another Note Paying Agent, and no amounts so withdrawn from the
Trust Accounts and the Payahead Account for payments of Notes shall be paid over
to the Issuer, except as provided in this Section 3.3.

            (b) On or before each Distribution Date and Redemption Date, the
Issuer shall deposit or cause to be deposited in the Collection Account an
aggregate sum sufficient to pay the amounts then becoming due under the Notes
and under the Interest Rate Swap Agreements, such sum to be held in trust for
the benefit of the Persons entitled thereto, and (unless the Note Paying Agent
is the Indenture Trustee) shall promptly notify the Indenture Trustee of its
action or failure so to act.

            (c) The Issuer shall cause each Note Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
in which such Note Paying Agent shall agree with the Indenture Trustee (and if
the Indenture Trustee acts as Note Paying Agent, it hereby so agrees), subject
to the provisions of this Section 3.3, that such Note Paying Agent shall:

                  (i) hold all sums held by it for the payment of amounts due
      with respect to the Notes in trust for the benefit of the Persons entitled
      thereto until such sums shall be paid to such Persons or otherwise
      disposed of as herein provided and pay such sums to such Persons as herein
      provided;

                  (ii) give the Indenture Trustee notice of any default by the
      Issuer (or any other obligor upon the Notes) of which it has actual
      knowledge in the making of any payment required to be made with respect to
      the Notes;

                  (iii) at any time during the continuance of any such default,
      upon the written request of the Indenture Trustee, forthwith pay to the
      Indenture Trustee all sums so held in trust by such Note Paying Agent;

                  (iv) immediately resign as a Note Paying Agent and forthwith
      pay to the Indenture Trustee all sums held by it in trust for the payment
      of Notes if at any time it ceases to meet the standards required to be met
      by a Note Paying Agent at the time of its appointment; and

                  (v) comply with all requirements of the Code and any State or
      local tax law with respect to the withholding from any payments made by it
      on any Notes of any applicable withholding taxes imposed thereon and with
      respect to any applicable reporting requirements in connection therewith.

            (d) The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Note Paying Agent to pay to the Indenture Trustee all sums held
in trust by such Note Paying Agent, such sums to be held by the Indenture
Trustee upon the same trusts as those upon which the sums were held by such Note
Paying Agent; and upon such payment by any Note Paying Agent to the Indenture
Trustee, such Note Paying Agent shall be released from all further liability
with respect to such money.

            (e) Subject to applicable laws with respect to escheat of funds, any
money held by the Indenture Trustee or any Note Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two (2) years after such amount has become due and payable shall be discharged
from such trust and be paid to the Issuer on Issuer Request; and the Noteholder
of such Note shall thereafter, as an unsecured general creditor, look only to
the Issuer for payment thereof (but only to the extent of the amounts so paid to
the Issuer), and all liability of the Indenture Trustee or such Note Paying
Agent with respect to such trust money shall thereupon cease; provided, however,
that the Indenture Trustee or such Note Paying Agent, before being required to
make any such repayment, shall at the expense and direction of the Issuer cause
to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than thirty (30) days from the
date of such publication, any unclaimed balance of such money then remaining
shall be repaid to the Issuer. The Indenture Trustee shall also adopt and
employ, at the expense and direction of the Issuer, any other reasonable means
of notification of such repayment (including, but not limited to, mailing notice
of such repayment to Noteholders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Note Paying Agent, at the last address of record for each such
Noteholder).

            SECTION 3.4 Existence. The Issuer shall keep in full effect its
existence, rights and franchises as a business trust under the laws of the State
of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other State or of the United States of America,
in which case the Issuer shall keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and shall obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Indenture Trust Estate.

            SECTION 3.5 Protection of Indenture Trust Estate. The Issuer shall
from time to time execute and deliver all such supplements and amendments hereto
and all such financing statements, continuation statements, instruments of
further assurance and other instruments, and shall take such other action
necessary or advisable to:

                  (i) maintain or preserve the lien and security interest (and
      the priority thereof) of this Indenture or carry out more effectively the
      purposes hereof;

                  (ii) perfect, publish notice of or protect the validity of
      any Grant made or to be made by this Indenture;

                  (iii) enforce any of the Collateral; or

                  (iv) preserve and defend title to the Indenture Trust Estate
      and the rights of the Indenture Trustee, the Swap Counterparties and the
      Noteholders in such Indenture Trust Estate against the claims of all
      Persons.

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section 3.5; provided,
however, that the Indenture Trustee shall be under no obligation to file any
such financing statement, continuation statement or other instrument required to
be executed pursuant to this Section 3.5.

            SECTION 3.6 Opinions as to Indenture Trust Estate. (a) On the
Closing Date, the Issuer shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording and filing of this Indenture, any
indentures supplemental hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and continuation
statements, as are necessary to perfect and make effective the lien and security
interest of this Indenture and reciting the details of such action, or stating
that, in the opinion of such counsel, no such action is necessary to make such
lien and security interest effective.

            (b) On or before April 30 in each calendar year, beginning in 2002,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and continuation
statements and any other action that may be required by law as is necessary to
maintain the lien and security interest created by this Indenture and reciting
the details of such action or stating that in the opinion of such counsel no
such action is necessary to maintain such lien and security interest. Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that shall, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until April 30 in
the following calendar year.

            SECTION 3.7 Performance of Obligations; Servicing of Receivables.
(a) The Issuer shall not take any action and shall use its best efforts not to
permit any action to be taken by others that would release any Person from any
of such Person's material covenants or obligations under any instrument or
agreement included in the Indenture Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture and the other Basic Documents.

            (b) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer. Initially, the
Issuer has contracted with the Servicer and the Administrator to assist the
Issuer in performing its duties under this Indenture.

            (c) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Basic
Documents and in the instruments and agreements included in the Indenture Trust
Estate, including, but not limited to, filing or causing to be filed all
financing statements and continuation statements required to be filed under the
UCC by the terms of this Indenture and the Sale and Servicing Agreement in
accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided therein, the Issuer shall not waive,
amend, modify, supplement or terminate any Basic Document or any provision
thereof without the consent of the Indenture Trustee and the Noteholders of
Notes evidencing not less than a majority of the Note Balance of each Class of
Notes then Outstanding, voting separately.

            (d) If the Issuer shall have knowledge of the occurrence of an Event
of Servicing Termination under the Sale and Servicing Agreement, the Issuer
shall promptly notify the Indenture Trustee and the Rating Agencies thereof and
shall specify in such notice the action, if any, the Issuer is taking in respect
of such default. If an Event of Servicing Termination shall arise from the
failure of the Servicer to perform any of its duties or obligations under the
Sale and Servicing Agreement with respect to the Receivables, the Issuer shall
take all reasonable steps available to it to remedy such failure.

            (e) As promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers pursuant to
Section 8.1 of the Sale and Servicing Agreement or the Servicer's resignation in
accordance with the terms of the Sale and Servicing Agreement, the Issuer shall
appoint a Successor Servicer meeting the requirements of the Sale and Servicing
Agreement, and such Successor Servicer shall accept its appointment by a written
assumption in a form acceptable to the Indenture Trustee. In the event that a
Successor Servicer has not been appointed at the time when the Servicer ceases
to act as Servicer, the Indenture Trustee without further action shall
automatically be appointed the Successor Servicer. If the Indenture Trustee
shall be legally unable to act as Successor Servicer, it may appoint, or
petition a court of competent jurisdiction to appoint, a Successor Servicer. The
Indenture Trustee may resign as the Servicer by giving written notice of such
resignation to the Issuer and in such event shall be released from such duties
and obligations, such release not to be effective until the date a new servicer
enters into a servicing agreement with the Issuer as provided below. Upon
delivery of any such notice to the Issuer, the Issuer shall obtain a new
servicer as the Successor Servicer under the Sale and Servicing Agreement. Any
Successor Servicer (other than the Indenture Trustee) shall (i) be an
established institution having a net worth of not less than $100,000,000 and
whose regular business shall include the servicing of automotive receivables and
(ii) enter into a servicing agreement with the Issuer having substantially the
same provisions as the provisions of the Sale and Servicing Agreement applicable
to the Servicer. If, within thirty (30) days after the delivery of the notice
referred to above, the Issuer shall not have obtained such a new servicer, the
Indenture Trustee may appoint, or may petition a court of competent jurisdiction
to appoint, a Successor Servicer. In connection with any such appointment, the
Indenture Trustee may make such arrangements for the compensation of such
successor as it and such successor shall agree, subject to the limitations set
forth below and in the Sale and Servicing Agreement, and, in accordance with
Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an
agreement with such successor for the servicing of the Receivables (such
agreement to be in form and substance satisfactory to the Indenture Trustee). If
the Indenture Trustee shall succeed to the Servicer's duties as servicer of the
Receivables as provided herein, it shall do so in its individual capacity and
not in its capacity as Indenture Trustee and, accordingly, the provisions of
Article VI hereof shall be inapplicable to the Indenture Trustee in its duties
as the successor to the Servicer and the servicing of the Receivables. In case
the Indenture Trustee shall become successor to the Servicer under the Sale and
Servicing Agreement, the Indenture Trustee shall be entitled to appoint as
Servicer any one of its Affiliates; provided that the Indenture Trustee, in its
capacity as the Servicer, shall be fully liable for the actions and omissions of
such Affiliate in such capacity as Successor Servicer.

            (f) Upon any termination of the Servicer's rights and powers
pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee. As soon as a Successor Servicer is appointed by the
Issuer, the Issuer shall notify the Indenture Trustee of such appointment,
specifying in such notice the name and address of such Successor Servicer.

            (g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer hereby agrees that it shall not, without
the prior written consent of the Indenture Trustee or the Noteholders of Notes
evidencing not less than a majority in Note Balance of the Notes Outstanding and
upon prior written notice to the Rating Agencies, amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of any Collateral
(except to the extent otherwise provided in the Sale and Servicing Agreement or
the other Basic Documents).

            SECTION 3.8 Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:

                  (i) except as expressly permitted by this Indenture, the Trust
      Agreement, the Purchase Agreement or the Sale and Servicing Agreement,
      sell, transfer, exchange or otherwise dispose of any of the properties or
      assets of the Issuer, including those included in the Indenture Trust
      Estate, unless directed to do so by the Indenture Trustee;

                  (ii) claim any credit on, or make any deduction from the
      principal or interest payable in respect of, the Notes (other than amounts
      properly withheld from such payments under the Code) or assert any claim
      against any present or former Noteholder by reason of the payment of the
      taxes levied or assessed upon the Trust or the Indenture Trust Estate;

                  (iii) dissolve or liquidate in whole or in part; or

                  (iv) (A) permit the validity or effectiveness of this
      Indenture to be impaired, or permit the lien of this Indenture to be
      amended, hypothecated, subordinated, terminated or discharged, or permit
      any Person to be released from any covenants or obligations with respect
      to the Notes under this Indenture except as may be expressly permitted
      hereby, (B) permit any lien, charge, excise, claim, security interest,
      mortgage or other encumbrance (other than the lien of this Indenture) to
      be created on or extend to or otherwise arise upon or burden the assets of
      the Issuer, including those included in the Indenture Trust Estate, or any
      part thereof or any interest therein or the proceeds thereof (other than
      tax liens, mechanics' liens and other liens that arise by operation of
      law, in each case on any of the Financed Vehicles and arising solely as a
      result of an action or omission of the related Obligor) or (C) permit the
      lien of this Indenture not to constitute a valid first priority (other
      than with respect to any such tax, mechanics' or other lien) security
      interest in the Indenture Trust Estate.

            SECTION 3.9 Annual Statement as to Compliance. The Issuer shall
deliver to the Indenture Trustee, within 120 days after the end of each calendar
year, an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

                  (i) a review of the activities of the Issuer during such year
      and of its performance under this Indenture has been made under such
      Authorized Officer's supervision; and

                  (ii) to the best of such Authorized Officer's knowledge, based
      on such review, the Issuer has complied with all conditions and covenants
      under this Indenture throughout such year, or, if there has been a default
      in its compliance with any such condition or covenant, specifying each
      such default known to such Authorized Officer and the nature and status
      thereof.

            SECTION 3.10 Issuer May Consolidate, etc., Only on Certain Terms.
(a) The Issuer shall not consolidate or merge with or into any other Person,
unless:

                  (i) the Person (if other than the Issuer) formed by or
      surviving such consolidation or merger shall be a Person organized and
      existing under the laws of the United States of America or any State and
      shall expressly assume, by an indenture supplemental hereto, executed and
      delivered to the Indenture Trustee, in form satisfactory to the Indenture
      Trustee, the due and punctual payment of the principal of and interest on
      all Notes and the performance or observance of every agreement and
      covenant of this Indenture on the part of the Issuer to be performed or
      observed, all as provided herein;

                   (ii) immediately after giving effect to such transaction, no
      Default or Event of Default shall have occurred and be continuing;

                   (iii) the Rating Agency Condition shall have been
      satisfied with respect to such transaction;

                   (iv) the Issuer shall have received an Opinion of Counsel
      (and shall have delivered copies thereof to the Indenture Trustee) to the
      effect that such transaction will not have any material adverse tax
      consequence to the Issuer, any Noteholder or any Certificateholder;

                   (v) any action that is necessary to maintain the lien and
      security interest created by this Indenture shall have been taken; and

                   (vi) the Issuer shall have delivered to the Seller, the
      Servicer, the Owner Trustee and the Indenture Trustee an Officer's
      Certificate and an Opinion of Counsel each stating that such consolidation
      or merger and such supplemental indenture comply with this Article III and
      that all conditions precedent herein provided for relating to such
      transaction have been complied with (including any filing required by the
      Exchange Act).

            (b) Other than as specifically contemplated by the Basic Documents,
the Issuer shall not convey or transfer any of its properties or assets,
including those included in the Indenture Trust Estate, to any Person, unless:

                   (i) the Person that acquires by conveyance or transfer the
      properties and assets of the Issuer the conveyance or transfer of which is
      hereby restricted shall (A) be a United States citizen or a Person
      organized and existing under the laws of the United States of America or
      any State, (B) expressly assumes, by an indenture supplemental hereto,
      executed and delivered to the Indenture Trustee, in form satisfactory to
      the Indenture Trustee, the due and punctual payment of the principal of
      and interest on all Notes and of all obligations under the Interest Rate
      Swap Agreements and the performance or observance of every agreement and
      covenant of this Indenture on the part of the Issuer to be performed or
      observed, all as provided herein, (C) expressly agrees by means of such
      supplemental indenture that all right, title and interest so conveyed or
      transferred shall be subject and subordinate to the rights of Noteholders
      and the Swap Counterparties, (D) unless otherwise provided in such
      supplemental indenture, expressly agrees to indemnify, defend and hold
      harmless the Issuer against and from any loss, liability or expense
      arising under or related to this Indenture and the Notes, and (E)
      expressly agrees by means of such supplemental indenture that such Person
      (or if a group of Persons, then one specified Person) shall make all
      filings with the Commission (and any other appropriate Person) required by
      the Exchange Act in connection with the Notes;

                   (ii) immediately after giving effect to such transaction, no
      Default or Event of Default shall have occurred and be continuing;

                   (iii) the Rating Agency Condition shall have been
      satisfied with respect to such transaction;

                   (iv) the Issuer shall have received an Opinion of Counsel
      (and shall have delivered copies thereof to the Indenture Trustee) to the
      effect that such transaction will not have any material adverse tax
      consequence to the Issuer, any Noteholder or any Certificateholder;

                   (v) any action that is necessary to maintain the lien and
      security interest created by this Indenture shall have been taken; and

                   (vi) the Issuer shall have delivered to the Indenture Trustee
      an Officer's Certificate and an Opinion of Counsel each stating that such
      conveyance or transfer and such supplemental indenture comply with this
      Article III and that all conditions precedent herein provided for relating
      to such transaction have been complied with (including any filing required
      by the Exchange Act).

            SECTION 3.11 Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

            (b) Upon a conveyance or transfer of all the assets and properties
of the Issuer pursuant to Section 3.10(b), the Issuer shall be released from
every covenant and agreement of this Indenture to be observed or performed on
the part of the Issuer with respect to the Notes immediately upon the delivery
of written notice to the Indenture Trustee stating that the Issuer is to be so
released.

            SECTION 3.12 No Other Business. The Issuer shall not engage in any
business other than financing, acquiring, owning and pledging the Receivables in
the manner contemplated by this Indenture and the Basic Documents and activities
incidental thereto.

            SECTION 3.13 No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes and the Certificates.

            SECTION 3.14 Servicer's Obligations. The Issuer shall cause the
Servicer to comply with the Sale and Servicing Agreement, including Sections
3.9, 3.10, 3.11, 3.12, 3.13 and 4.9 and Article VII thereof.

            SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities.
Except as contemplated by this Indenture and the other Basic Documents, the
Issuer shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring another's
payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

            SECTION 3.16 Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

            SECTION 3.17 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer shall execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

            SECTION 3.18 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Servicer or the Administrator, (ii) redeem, purchase, retire or otherwise
acquire for value any such ownership or equity interest or security or (iii) set
aside or otherwise segregate any amounts for any such purpose; provided,
however, that the Issuer may make, or cause to be made, (x) payments to the
Servicer, the Seller, the Administrator, the Owner Trustee, the Indenture
Trustee, the Swap Counterparties, the Noteholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under,
this Indenture and the other Basic Documents and (y) payments to the Indenture
Trustee pursuant to Section 2(a)(ii) of the Administration Agreement. The Issuer
shall not, directly or indirectly, make payments to or distributions from the
Collection Account or the Principal Distribution Account except in accordance
with this Indenture and the other Basic Documents.

            SECTION 3.19 Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and of each default on the part of any party to the Sale and
Servicing Agreement, the Purchase Agreement or any Interest Rate Swap Agreement
with respect to any of the provisions thereof.

            SECTION 3.20 Removal of Administrator. For so long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection therewith.

            SECTION 3.21 Calculation Agent. (a) The Issuer agrees that for so
long as any of the Class A-2b Notes or Class A-3b Notes are Outstanding there
shall at all times be an agent appointed to calculate LIBOR in respect of each
Interest Period (the "Calculation Agent"). The Issuer hereby appoints JPMorgan
Chase Bank as Calculation Agent for purposes of determining LIBOR for each
Interest Period and JPMorgan Chase Bank hereby accepts such appointment. The
Calculation Agent may be removed by the Issuer at any time. If the Calculation
Agent is unable or unwilling to act as such or is removed by the Issuer, the
Issuer shall promptly appoint as a replacement Calculation Agent a leading bank
which is engaged in transactions in Eurodollar deposits in the international
Eurodollar market and which does not control or is not controlled by or under
common control with the Issuer or its Affiliates. The Calculation Agent may not
resign its duties without a successor having been duly appointed.

            (b) The Calculation Agent shall be required to calculate on each
LIBOR Determination Date the interest rate for the Outstanding Class A-2b Notes
and the Outstanding Class A-3b Notes for the related Interest Period (in each
case, at a rate per annum rounded, if necessary, to the nearest 1/100,000 of 1%
(.0000001), with five one-millionths of a percentage point rounded upward) and
the amount of interest payable (rounded to the nearest cent, with half a cent
being rounded upwards) on the related Distribution Date. The determination of
such interest rates by the Calculation Agent shall (in the absence of manifest
error) be final and binding upon all parties.


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

            SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.7 and the obligations of the Indenture Trustee under Section 4.3), and (vi)
the rights of Noteholders and Swap Counterparties as beneficiaries hereof with
respect to the property so deposited with the Indenture Trustee payable to all
or any of them, and the Indenture Trustee, on demand of and at the expense of
the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes, when:

                (A) either

                      (1) all Notes theretofore authenticated and delivered
                (other than (i) Notes that have been destroyed, lost or stolen
                and that have been replaced or paid as provided in Section 2.6
                and (ii) Notes for whose payment money has theretofore been
                deposited in trust or segregated and held in trust by the Issuer
                and thereafter repaid to the Issuer or discharged from such
                trust, as provided in Section 3.3) have been delivered to the
                Indenture Trustee for cancellation; or

                      (2) all Notes not theretofore delivered to the Indenture
                Trustee for cancellation have become due and payable and the
                Issuer has irrevocably deposited or caused to be irrevocably
                deposited with the Indenture Trustee cash or direct obligations
                of or obligations guaranteed by the United States of America
                (which will mature prior to the date such amounts are payable),
                in trust for such purpose, in an amount sufficient without
                reinvestment to pay and discharge the entire indebtedness on
                such Notes not theretofore delivered to the Indenture Trustee
                for cancellation when due to the applicable Final Scheduled
                Distribution Date or Redemption Date (if Notes shall have been
                called for redemption pursuant to Section 10.1), as the case may
                be, and all fees due and payable to the Indenture Trustee;

                (B) the Issuer has paid or caused to be paid all other sums
      payable hereunder and under any of the other Basic Documents by the
      Issuer;

                (C) the Issuer has delivered to the Indenture Trustee an
      Officer's Certificate, an Opinion of Counsel and (if required by the TIA
      or the Indenture Trustee) an Independent Certificate from a firm of
      certified public accountants, each meeting the applicable requirements of
      Section 11.1(a) and, subject to Section 11.2, each stating that all
      conditions precedent herein provided for relating to the satisfaction and
      discharge of this Indenture have been complied with; and

                (D) the Issuer has delivered to the Indenture Trustee an Opinion
      of Counsel to the effect that the satisfaction and discharge of the Notes
      pursuant to this Section 4.1 will not cause any Noteholder to be treated
      as having sold or exchanged any of its Notes for purposes of Section 1001
      of the Code.

Upon the satisfaction and discharge of the Indenture pursuant to this Section
4.1, at the request of the Owner Trustee, the Indenture Trustee shall deliver to
the Owner Trustee a certificate of a Trustee Officer stating that all
Noteholders have been paid in full and stating whether, to the best knowledge of
such Trustee Officer, any claims remain against the Issuer in respect of the
Indenture and the Notes.

            SECTION 4.2 Satisfaction, Discharge and Defeasance of Notes.

            (a) Upon satisfaction of the conditions set forth in subsection (b)
below, the Issuer shall be deemed to have paid and discharged the entire
indebtedness on all the Outstanding Notes, and the provisions of this Indenture,
as it relates to such Notes, shall no longer be in effect (and the Indenture
Trustee, at the expense of the Issuer, shall execute proper instruments
acknowledging the same), except as to (i) rights of registration of transfer and
exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii)
rights of Noteholders to receive payments of principal thereof and interest
thereon, (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the
rights, obligations and immunities of the Indenture Trustee hereunder (including
the rights of the Indenture Trustee under Section 6.7 and the obligations of the
Indenture Trustee under Section 4.3), and (vi) the rights of Noteholders and
Swap Counterparties as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them.

            (b) The satisfaction, discharge and defeasance of the Notes pursuant
to subsection (a) of this Section 4.2 is subject to the satisfaction of all of
the following conditions:

                  (i) the Issuer has deposited or caused to be deposited
      irrevocably (except as provided in Section 4.4) with the Indenture Trustee
      as trust funds in trust, specifically pledged as security for, and
      dedicated solely to, the benefit of the Noteholders, which, through the
      payment of interest and principal in respect thereof in accordance with
      their terms will provide, not later than one day prior to the due date of
      any payment referred to below, money in an amount sufficient, in the
      opinion of a nationally recognized firm of independent certified public
      accountants expressed in a written certification thereof delivered to the
      Indenture Trustee, to pay and discharge the entire indebtedness on the
      Outstanding Notes, for principal thereof and interest thereon to the date
      of such deposit (in the case of Notes that have become due and payable) or
      to the maturity of such principal and interest, as the case may be, and to
      pay any amounts then due and payable to the Swap Counterparties;

                  (ii) such deposit will not result in a breach or violation of,
      or constitute an event of default under, any other agreement or instrument
      to which the Issuer is bound;

                  (iii) no Event of Default with respect to the Notes shall have
      occurred and be continuing on the date of such deposit or on the
      ninety-first (91st) day after such date;

                  (iv) the Issuer has delivered to the Indenture Trustee an
      Opinion of Counsel to the effect that the satisfaction, discharge and
      defeasance of the Notes pursuant to this Section 4.2 will not cause any
      Noteholder to be treated as having sold or exchanged any of its Notes for
      purposes of Section 1001 of the Code; and

                  (v) the Issuer has delivered to the Indenture Trustee an
      Officer's Certificate and an Opinion of Counsel, each stating that all
      conditions precedent relating to the defeasance contemplated by this
      Section 4.2 have been complied with.

            SECTION 4.3 Application of Trust Money. All monies deposited with
the Indenture Trustee pursuant to Sections 4.1 and 4.2 shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Note Paying Agent, as
the Indenture Trustee may determine, to the Noteholders of the particular Notes
for the payment or redemption of which such monies have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest, and for payment to the Swap Counterparties of all sums, if any, due or
to become due to the Swap Counterparties under and in accordance with this
Indenture and the Interest Rate Swap Agreements, but such monies need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.

            SECTION 4.4 Repayment of Monies Held by Note Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
the Notes, all monies then held by any Note Paying Agent other than the
Indenture Trustee under the provisions of this Indenture with respect to such
Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be
held and applied according to Section 3.3 and thereupon such Note Paying Agent
shall be released from all further liability with respect to such monies.


                                    ARTICLE V

                                    REMEDIES

            SECTION 5.1 Events of Default. "Event of Default," wherever used
herein, means the occurrence of any one of the following events (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (i) default in the payment of any interest on any Note of the
      Controlling Note Class when the same becomes due and payable on each
      Distribution Date, and such default shall continue for a period of five
      (5) days or more; or

                  (ii) default in the payment of the principal of or any
      installment of the principal of any Note when the same becomes due and
      payable; or

                  (iii) default in the observance or performance of any material
      covenant or agreement of the Issuer made in this Indenture (other than a
      covenant or agreement, a default in the observance or performance of which
      is elsewhere in this Section 5.1 specifically dealt with), or any
      representation or warranty of the Issuer made in this Indenture or in any
      certificate or other writing delivered pursuant hereto or in connection
      herewith proving to have been incorrect in any material respect as of the
      time when the same shall have been made, and such default shall continue
      or not be cured, or the circumstance or condition in respect of which such
      misrepresentation or warranty was incorrect shall not have been eliminated
      or otherwise cured, for a period of sixty (60) days or in the case of a
      materially incorrect representation and warranty thirty (30) days, after
      there shall have been given, by registered or certified mail, to the
      Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee
      by the Noteholders of Notes evidencing not less than 25% of the Note
      Balance of the Controlling Note Class, a written notice specifying such
      default or incorrect representation or warranty and requiring it to be
      remedied and stating that such notice is a "Notice of Default" hereunder;
      or

                  (iv) the filing of a decree or order for relief by a court
      having jurisdiction in the premises in respect of the Issuer or any
      substantial part of the Indenture Trust Estate in an involuntary case
      under any applicable federal or State bankruptcy, insolvency or other
      similar law now or hereafter in effect, or appointing a receiver,
      liquidator, assignee, custodian, trustee, sequestrator or similar official
      of the Issuer or for any substantial part of the Indenture Trust Estate,
      or ordering the winding-up or liquidation of the Issuer's affairs, and
      such decree or order shall remain unstayed and in effect for a period of
      sixty (60) consecutive days; or

                  (v) the commencement by the Issuer of a voluntary case under
      any applicable federal or State bankruptcy, insolvency or other similar
      law now or hereafter in effect, or the consent by the Issuer to the entry
      of an order for relief in an involuntary case under any such law, or the
      consent by the Issuer to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official of the Issuer or for any substantial part of the
      Indenture Trust Estate, or the making by the Issuer of any general
      assignment for the benefit of creditors, or the failure by the Issuer
      generally to pay its debts as such debts become due, or the taking of any
      action by the Issuer in furtherance of any of the foregoing.

The Issuer shall deliver to the Indenture Trustee (with a copy to any Qualified
Institution or Qualified Trust Institution (if not the Indenture Trustee)
maintaining any Trust Accounts), within five (5) days after the occurrence
thereof, written notice in the form of an Officer's Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default under clause (iii) above, its status and what action the Issuer is
taking or proposes to take with respect thereto.

            SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. (a)
If an Event of Default should occur and be continuing, then and in every such
case the Indenture Trustee or the Noteholders of Notes evidencing not less than
a majority of the Note Balance of the Controlling Note Class may declare all the
Notes to be immediately due and payable, by a notice in writing to the Issuer
(and to the Indenture Trustee if given by Noteholders), and upon any such
declaration the unpaid principal amount of such Notes, together with accrued and
unpaid interest thereon through the date of acceleration, shall become
immediately due and payable. If an Event of Default specified in Section 5.1(iv)
or (v) occurs, all unpaid principal, together with all accrued and unpaid
interest thereon, of all the Notes, and all other amounts payable hereunder,
shall automatically become due and payable without any declaration or other act
on the part of the Indenture Trustee or any Noteholder. In the event of such
declaration or automatic acceleration, the Indenture Trustee shall give prompt
written notice to the Swap Counterparties.

            (b) At any time after a declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the amount due has been
obtained by the Indenture Trustee as hereinafter provided in this Article V, the
Noteholders of Notes evidencing not less than a majority of the Note Balance of
the Controlling Note Class, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

                  (i) the Issuer has paid or deposited with the Indenture
      Trustee a sum sufficient to pay:

                     (A) all payments of principal of and interest on all Notes
                and all other amounts that would then be due hereunder or upon
                such Notes or under the Interest Rate Swap Agreements if the
                Event of Default giving rise to such acceleration had not
                occurred;

                     (B) all sums paid or advanced by the Indenture Trustee
                hereunder and the reasonable compensation, expenses,
                disbursements and advances of the Indenture Trustee and its
                agents and counsel; and

                  (ii) all Events of Default, other than the nonpayment of the
      principal of the Notes that has become due solely by such acceleration,
      have been cured or waived as provided in Section 5.12.

No such rescission shall affect any subsequent default or impair any right
consequent thereto.

            SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if (i) there is an Event of
Default relating to the nonpayment of any interest on any Note when the same
becomes due and payable, and such Event of Default continues for a period of
five (5) days, or (ii) there is an Event of Default relating to the nonpayment
in the payment of the principal of or any installment of the principal of any
Note when the same becomes due and payable, the Issuer shall, upon demand of the
Indenture Trustee, pay to the Indenture Trustee, for the benefit of the
Noteholders, the whole amount then due and payable on such Notes for principal
and interest, with interest upon the overdue principal and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue
installments of interest at the applicable Note Interest Rate borne by the Notes
and in addition thereto such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents,
attorneys and counsel.

            (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a Proceeding for the collection of the sums so due and
unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon such Notes and collect
in the manner provided by law out of the property of the Issuer or other obligor
upon such Notes, wherever situated, the monies adjudged or decreed to be
payable.

            (c) If an Event of Default occurs and is continuing, the Indenture
Trustee, as more particularly provided in Section 5.4, in its discretion, may
proceed to protect and enforce its rights and the rights of the Noteholders and
the Swap Counterparties, by such appropriate Proceedings as the Indenture
Trustee shall deem most effective to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy or legal or equitable right vested in the Indenture
Trustee by this Indenture or by law.

            (d) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Indenture Trust Estate, Proceedings under Title 11 of the United
States Code or any other applicable federal or State bankruptcy, insolvency or
other similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Indenture Trustee shall have made any demand pursuant to the provisions of
this Section 5.3, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
      of principal and interest owing and unpaid in respect of the Notes and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Indenture Trustee (including any claim for
      reasonable compensation to the Indenture Trustee and each predecessor
      Indenture Trustee, and their respective agents, attorneys and counsel, and
      for reimbursement of all expenses and liabilities incurred, and all
      advances and disbursements made, by the Indenture Trustee and each
      predecessor Indenture Trustee, except as a result of negligence or bad
      faith), of the Swap Counterparties and of the Noteholders allowed in such
      Proceedings;

                  (ii) unless prohibited by applicable law and regulations, to
      vote on behalf of the Noteholders and the Swap Counterparties in any
      election of a trustee, a standby trustee or Person performing similar
      functions in any such Proceedings;

                  (iii) to collect and receive any monies or other property
      payable or deliverable on any such claims and to pay all amounts received
      with respect to the claims of the Noteholders, the Swap Counterparties and
      of the Indenture Trustee on their behalf; and

                  (iv) to file such proofs of claim and other papers or
      documents as may be necessary or advisable in order to have the claims of
      the Indenture Trustee, the Swap Counterparties or the Noteholders allowed
      in any judicial proceedings relative to the Issuer, its creditors and its
      property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances and disbursements made, by the Indenture
Trustee and each predecessor Indenture Trustee, except as a result of negligence
or bad faith, and any other amounts due the Indenture Trustee pursuant to
Section 6.7.

            (e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder or of any Swap Counterparty any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the Interest Rate
Swap Agreements or the rights of any Noteholder or Swap Counterparty to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder or Swap Counterparty in any such proceeding except, as aforesaid, to
vote for the election of a trustee in bankruptcy or similar Person.

            (f) All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any
trial or other Proceedings relative thereto, and any such action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and
counsel, shall be for the ratable benefit of the Noteholders and the Swap
Counterparties in respect of which such judgment has been recovered.

            (g) In any Proceedings brought by the Indenture Trustee (and also
any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.

            SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall
have occurred and be continuing, the Indenture Trustee may do one or more of the
following (subject to Section 5.5):

                  (i) institute Proceedings in its own name and as trustee of an
      express trust for the collection of all amounts then payable on the Notes
      or under this Indenture with respect thereto, whether by declaration or
      otherwise, enforce any judgment obtained, and collect from the Issuer and
      any other obligor upon such Notes monies adjudged due;

                  (ii) institute Proceedings from time to time for the complete
      or partial foreclosure of this Indenture with respect to the Indenture
      Trust Estate;

                  (iii) exercise any remedies of a secured party under the UCC
      and take any other appropriate action to protect and enforce the rights
      and remedies of the Indenture Trustee and the Noteholders and Swap
      Counterparties; and (iv) sell the Indenture Trust Estate or any portion
      thereof or rights or interest therein, at one or more public or private
      sales called and conducted in any manner permitted by law.

provided, however, the Indenture Trustee may not sell or otherwise liquidate the
Indenture Trust Estate unless:

      (A) the Event of Default is of the type described in Section 5.1(i) or
          (ii); or

      (B) with respect to any Event of Default described in Section 5.1(iv) and
          (v):

          (1)  the Noteholders of Notes evidencing 100% of the Note Balance
               of the Controlling Note Class consent thereto; or

          (2)  the proceeds of such sale or liquidation are sufficient to pay in
               full the principal of and the accrued interest on the Outstanding
               Notes and all payments due and payable (including any Swap
               Termination Payments) pursuant to the Interest Rate Swap
               Agreements; or

          (3)  the Indenture Trustee

               (x)  determines (but shall have no obligation to make such
                    determination) that the Indenture Trust Estate will not
                    continue to provide sufficient funds for the payment of
                    principal of and interest on the Notes as they would have
                    become due if the Notes had not been declared due and
                    payable; and

               (y)  the Indenture Trustee obtains the consent of Noteholders of
                    Notes evidencing not less than 662/3% of the Note Balance of
                    the Controlling Note Class; or

      (C) with respect to an Event of Default described in Section 5.1(iii):

          (1)  the Noteholders of all Outstanding Notes and the
               Certificateholders of all outstanding Certificates consent
               thereto; or

          (2)  the proceeds of such sale or liquidation are sufficient to pay in
               full the principal of and accrued interest on the Outstanding
               Notes and outstanding Certificates and all payments due and
               payable (including Swap Termination Payments) pursuant to the
               Interest Rate Swap Agreements.

In determining such sufficiency or insufficiency with respect to clauses (B)(2),
(C)(2) and (B)(3)(x) above, the Indenture Trustee may, but need not, obtain and
rely upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Indenture Trust Estate for such purpose.

            (b) Notwithstanding the provisions of Section 8.2, if the Indenture
Trustee collects any money or property pursuant to this Article V, it shall pay
out the money or property in the following order:

                  (i) first, to the Indenture Trustee for amounts due under
      Section 6.7;

                  (ii) second, to the Servicer for due and unpaid Servicing
      Fees;

                  (iii) third, to the Swap Counterparties, the amount of the Net
      Swap Payments then due under the Interest Rate Swap Agreements (exclusive
      of any Swap Termination Payments);

                  (iv) fourth, with the same priority and ratably, in accordance
      with the Principal Balance of the Class A Notes Outstanding and the amount
      of any Swap Termination Payments due and payable by the Issuer to the Swap
      Counterparties, (1) to Noteholders of the Class A Notes, for amounts due
      and unpaid on the Class A Notes in respect of interest, ratably, without
      preference or priority of any kind, according to the amounts due and
      payable by the Issuer to the Noteholders of the Class A Notes for
      interest, the Accrued Class A Note Interest and (2) to the Swap
      Counterparties, any Swap Termination Payments, provided, that if any
      amounts are remaining after such allocations are made, such amounts will
      be allocated to the Swap Counterparties pro rata based on the amount of
      their respective Swap Termination Payments;

                  (v) fifth, to Noteholders of the Class A-1 Notes for amounts
      due and unpaid on the Class A-1 Notes for principal, ratably, without
      preference or priority of any kind, according to the amounts due and
      payable on the Class A-1 Notes for principal, until the principal amount
      of the Outstanding Class A-1 Notes is reduced to zero;

                  (vi) sixth, to Noteholders of the Class A-2 Notes for amounts
      due and unpaid on the Class A-2 Notes for principal, ratably, without
      preference or priority of any kind, according to the amounts due and
      payable on the Class A-2 Notes for principal, until the principal amount
      of the Outstanding Class A-2 Notes is reduced to zero;

                  (vii) seventh, to Noteholders of the Class A-3 Notes for
      amounts due and unpaid on the Class A-3 Notes for principal, ratably,
      without preference or priority of any kind, according to the amounts due
      and payable on the Class A-3 Notes for principal, until the principal
      amount of the Outstanding Class A-3 Notes is reduced to zero;

                  (viii) eighth, to Noteholders of the Class A-4 Notes for
      amounts due and unpaid on the Class A-4 Notes for principal, ratably,
      without preference or priority of any kind, according to the amounts due
      and payable on the Class A-4 Notes for principal, until the principal
      amount of the Outstanding Class A-4 Notes is reduced to zero;

                  (ix) ninth, to Noteholders of the Class B Notes for amounts
      due and unpaid on the Class B Notes in respect of interest, ratably,
      without preference or priority of any kind, according to the amounts due
      and payable on the Class B Notes for interest;

                  (x) tenth, to Noteholders of the Class B Notes for amounts due
      and unpaid on the Class B Notes for principal, ratably, without preference
      or priority of any kind, according to the amounts due and payable on the
      Class B Notes for principal, until the principal amount of the Outstanding
      Class B Notes is reduced to zero;

                  (xi) eleventh, to Noteholders of the Class C Notes for amounts
      due and unpaid on the Class C Notes in respect of interest, ratably,
      without preference or priority of any kind, according to the amounts due
      and payable on the Class C Notes for interest;

                  (xii) twelfth, to Noteholders of the Class C Notes for amounts
      due and unpaid on the Class C Notes for principal, ratably, without
      preference or priority of any kind, according to the amounts due and
      payable on the Class C Notes for principal, until the principal amount of
      the Outstanding Class C Notes is reduced to zero;

                  (xiii) thirteenth, to the Issuer for amounts required to be
      distributed to the Certificateholders pursuant to the Trust Agreement
      and the Sale and Servicing Agreement; and

                  (xiv) fourteenth, to the Seller, any money or property
      remaining after payment in full of the amounts described in clauses
      (i)-(xiii) of this Section 5.4(b).

The Indenture Trustee may fix a record date and payment date for any payment to
Noteholders pursuant to this Section 5.4. At least fifteen (15) days before such
record date, the Issuer shall mail to each Noteholder and the Indenture Trustee
a notice that states the record date, the payment date and the amount to be
paid.

            (c) Upon a sale or other liquidation of the Receivables in the
manner set forth in Section 5.4(a), the Indenture Trustee shall provide
reasonable prior notice of such sale or liquidation to each Noteholder and
Certificateholder and to the Swap Counterparties. A Noteholder or
Certificateholder or Swap Counterparty may submit a bid with respect to such
sale.

            SECTION 5.5 Optional Preservation of the Receivables. If the Notes
have been declared to be due and payable under Section 5.2 following an Event of
Default, and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to maintain possession
of the Indenture Trust Estate and apply proceeds as if there had been no
declaration of acceleration; provided, however, that funds on deposit in the
Collection Account at the time the Indenture Trustee makes such election or
deposited therein during the Collection Period in which such election is made
(including funds, if any, deposited therein from the Reserve Account and the
Payahead Account) shall be applied in accordance with such declaration of
acceleration in the manner specified in Section 4.6(c) of the Sale and Servicing
Agreement. It is the desire of the parties hereto and the Noteholders that there
be at all times sufficient funds for the payment of principal of and interest on
the Notes and any amounts owing to the Swap Counterparties, and the Indenture
Trustee shall take such desire into account when determining whether or not to
maintain possession of the Indenture Trust Estate. In determining whether to
maintain possession of the Indenture Trust Estate, the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Indenture Trust Estate for such
purpose.

            SECTION 5.6 Limitation of Suits. No Noteholder shall have any right
to institute any Proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

            (a) such Noteholder has previously given written notice to the
Indenture Trustee of a continuing Event of Default;

            (b) the Noteholders of Notes evidencing not less than 25% of the
Note Balance of the Controlling Note Class have made written request to the
Indenture Trustee to institute such Proceeding in respect of such Event of
Default in its own name as Indenture Trustee hereunder;

            (c) such Noteholder or Noteholders have offered to the Indenture
Trustee reasonable indemnity against the costs, expenses and liabilities to be
incurred in complying with such request;

            (d) the Indenture Trustee for sixty (60) days after its receipt of
such notice, request and offer of indemnity has failed to institute such
Proceedings; and

            (e) no direction inconsistent with such written request has been
given to the Indenture Trustee during such sixty-day period by the Noteholders
of Notes evidencing not less than a majority of the Note Balance of the
Controlling Note Class.

            It is understood and intended that no one or more Noteholders shall
have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Noteholders or to obtain or to seek to obtain priority or preference over
any other Noteholders or to enforce any right under this Indenture, except in
the manner herein provided.

            In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Noteholders, each
evidencing less than a majority of the Note Balance of the Controlling Note
Class, the Indenture Trustee in its sole discretion may determine what action,
if any, shall be taken, notwithstanding any other provisions of this Indenture.

            SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, any
Noteholder shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on its Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Noteholder.

            SECTION 5.8 Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.

            SECTION 5.9 Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Indenture Trustee or to the Noteholders
is intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

            SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Default or Event of Default shall impair any such right or remedy or
constitute a waiver of any such Default or Event of Default or any acquiescence
therein. Every right and remedy given by this Article V or by law to the
Indenture Trustee or to the Noteholders may be exercised from time to time, and
as often as may be deemed expedient, by the Indenture Trustee or by the
Noteholders, as the case may be.

            SECTION 5.11 Control by Controlling Note Class of Noteholders. The
Noteholders of Notes evidencing not less than a majority of the Note Balance of
the Controlling Note Class shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided that:

            (a) such direction shall not be in conflict with any rule of law
or with this Indenture;

            (b) subject to the express terms of Section 5.4, any direction to
the Indenture Trustee to sell or liquidate the Indenture Trust Estate shall be
by Noteholders of Notes evidencing not less than 100% of the Note Balance of the
Controlling Note Class;

            (c) if the conditions set forth in Section 5.5 have been satisfied
and the Indenture Trustee elects to retain the Indenture Trust Estate pursuant
to such Section 5.5, then any direction to the Indenture Trustee by Noteholders
of Notes evidencing less than 100% of the Note Balance of the Controlling Note
Class to sell or liquidate the Indenture Trust Estate shall be of no force and
effect; and

            (d) the Indenture Trustee may take any other action deemed proper by
the Indenture Trustee that is not inconsistent with such direction.

            Notwithstanding the rights of Noteholders set forth in this Section
5.11, subject to Section 6.1, the Indenture Trustee need not take any action
that it determines might involve it in costs or expenses for which it would not
be adequately indemnified or expose it to personal liability or might materially
adversely affect or unduly prejudice the rights of any Noteholders not
consenting to such action.

            SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of
the acceleration of the maturity of the Notes as provided in Section 5.2, the
Noteholders of Notes evidencing not less than a majority of the Note Balance of
the Controlling Note Class may waive any past Default or Event of Default and
its consequences except a Default (a) in the payment of principal of or interest
on any of the Notes or (b) in respect of a covenant or provision hereof that
cannot be amended, supplemented or modified without the consent of each
Noteholder. In the case of any such waiver, the Issuer, the Indenture Trustee
and the Noteholders shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereto.

            Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

            SECTION 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Noteholder by such Noteholder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to (a) any suit instituted by
the Indenture Trustee, (b) any suit instituted by any Noteholder or group of
Noteholders, in each case holding in the aggregate more than 10% of the
principal amount of the Notes Outstanding (or in the case of a right or remedy
under this Indenture which is instituted by the Controlling Note Class, more
than 10% of the Controlling Note Class) or (c) any suit instituted by any
Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the respective due dates expressed in such Note and in this
Indenture (or, in the case of redemption, on or after the Redemption Date).

            SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it shall not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture, and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

            SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Indenture
Trust Estate or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee shall be applied in accordance with Section
5.4(b).

            SECTION 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so, and at the
Administrator's expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and observance
by the Seller and the Servicer, as applicable, of each of their obligations to
the Issuer under or in connection with the Sale and Servicing Agreement, or by
the Seller and Ford Credit, as applicable, of each of their obligations under or
in connection with the Purchase Agreement, and to exercise any and all rights,
remedies, powers and privileges lawfully available to the Issuer under or in
connection with the Sale and Servicing Agreement and the Purchase Agreement, as
the case may be, to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the
Seller, the Servicer or Ford Credit thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller or the Servicer of each of their obligations under the Sale and Servicing
Agreement or by the Seller or Ford Credit of each of their obligations under the
Purchase Agreement.

            (b) Promptly following a request from the Indenture Trustee to do
so, and at the Administrator's expense, the Issuer shall take all such lawful
action as the Indenture Trustee may request to compel or secure the performance
and observance by the Swap Counterparties in accordance with the Interest Rate
Swap Agreements and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the
Interest Rate Swap Agreements to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default thereunder
and the institution of legal or administrative actions or proceedings to compel
or secure performance by the Swap Counterparties of its obligations under the
Interest Rate Swap Agreements.

            (c) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in writing
or by telephone, confirmed in writing promptly thereafter) of the Noteholders of
Notes evidencing not less than 662/3% of the Note Balance of the Controlling
Note Class shall, exercise all rights, remedies, powers, privileges and claims
of the Issuer against the Seller or the Servicer under or in connection with the
Sale and Servicing Agreement, or against the Seller or Ford Credit under or in
connection with the Purchase Agreement, including the right or power to take any
action to compel or secure performance or observance by the Seller, the Servicer
or Ford Credit, as the case may be, of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension, or waiver under the Sale and Servicing Agreement or the Purchase
Agreement, as the case may be, and any right of the Issuer to take such action
shall be suspended.

            (d) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in writing
or by telephone, confirmed in writing promptly thereafter) of the Noteholders of
Notes evidencing not less than 662/3% of the principal amount of the Controlling
Note Class shall, exercise all rights, remedies, powers, privileges and claims
of the Issuer against the Swap Counterparties including the right or power to
take any action to compel or secure performance or observance by the Swap
Counterparties of their obligations to the Issuer under Interest Rate Swap
Agreements and to give any consent, request, notice, direction, approval,
extension, or waiver under the Interest Rate Swap Agreements and any right of
the Issuer to take such action shall be suspended.


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

            SECTION 6.1 Duties of Indenture Trustee. (a) If an Event of Default
has occurred and is continuing, the Indenture Trustee shall exercise the rights
and powers vested in it by this Indenture and use the same degree of care and
skill in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.

            (b) Except during the continuance of an Event of Default:

                  (i) the Indenture Trustee undertakes to perform such duties
      and only such duties as are specifically set forth in this Indenture and
      no implied covenants or obligations shall be read into this Indenture
      against the Indenture Trustee; and

                  (ii) in the absence of bad faith on its part, the Indenture
      Trustee may conclusively rely, as to the truth of the statements and the
      correctness of the opinions expressed therein, upon certificates or
      opinions furnished to the Indenture Trustee and, if required by the terms
      of this Indenture, conforming to the requirements of this Indenture;
      provided, however, that the Indenture Trustee shall examine the
      certificates and opinions to determine whether or not they conform to the
      requirements of this Indenture.

            (c) The Indenture Trustee may not be relieved from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct, except that:

                  (i) this paragraph does not limit the effect of paragraph
      (b) of this Section 6.1;

                  (ii) the Indenture Trustee shall not be liable for any error
      of judgment made in good faith by a Trustee Officer unless it is proved
      that the Indenture Trustee was negligent in ascertaining the pertinent
      facts; and

                  (iii) the Indenture Trustee shall not be liable with respect
      to any action it takes or omits to take in good faith in accordance with a
      direction received by it pursuant to Section 5.11.

            (d) The Indenture Trustee shall not be liable for interest on any
money received by it except as the Indenture Trustee may agree in writing with
the Issuer.

            (e) Money held in trust by the Indenture Trustee need not be
segregated from other funds except to the extent required by law or the terms of
this Indenture or the Sale and Servicing Agreement.

            (f) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

            (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section 6.1 and to the provisions of
the TIA.

            (h) The Indenture Trustee shall not be charged with knowledge of any
Event of Default unless either (1) a Trustee Officer shall have actual knowledge
of such Event of Default or (2) written notice of such Event of Default shall
have been given to the Indenture Trustee in accordance with the provisions of
this Indenture.

            SECTION 6.2 Rights of Indenture Trustee. (a) The Indenture Trustee
may rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
Person. The Indenture Trustee need not investigate any fact or matters stated in
any such document.

            (b) Before the Indenture Trustee acts or refrains from acting, it
may require an Officer's Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on an Officer's Certificate or Opinion of Counsel.

            (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence on the part of, or for the
supervision of, any such agent, attorney, custodian or nominee appointed with
due care by it hereunder.

            (d) The Indenture Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided, however, that such action or omission by
the Indenture Trustee does not constitute willful misconduct, negligence or bad
faith.

            (e) The Indenture Trustee may consult with counsel, and the advice
or opinion of counsel with respect to legal matters relating to this Indenture
and the Notes shall be full and complete authorization and protection from
liability in respect to any action taken, omitted or suffered by it hereunder in
good faith and in accordance with the advice or opinion of such counsel.

            (f) The Indenture Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture or to honor the
request or direction of any of the Noteholders pursuant to this Indenture unless
such Noteholders shall have offered to the Indenture Trustee reasonable security
or indemnity against the reasonable costs, expenses, disbursements, advances and
liabilities which might be incurred by it, its agents and its counsel in
compliance with such request or direction.

            (g) Any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by an Issuer Request.

            SECTION 6.3 Individual Rights of Indenture Trustee. The Indenture
Trustee, in its individual or any other capacity, may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or its Affiliates with
the same rights it would have if it were not Indenture Trustee. Any Note Paying
Agent, Note Registrar, co-registrar or co-paying agent hereunder may do the same
with like rights.

            SECTION 6.4 Indenture Trustee's Disclaimer. The Indenture Trustee
(i) shall not be responsible for, and makes no representation as to, the
validity or adequacy of this Indenture or the Notes and (ii) shall not be
accountable for the Issuer's use of the proceeds from the Notes, or responsible
for any statement of the Issuer in this Indenture or in any document issued in
connection with the sale of the Notes or in the Notes (all of which shall be
taken as statements of the Issuer) other than the Indenture Trustee's
certificate of authentication.

            SECTION 6.5 Notice of Defaults. If a Default occurs and is
continuing and if it is known to a Trustee Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of such Default within
ninety (90) days after it occurs. Except in the case of a Default in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Trustee Officers in
good faith determines that withholding the notice is in the interests of the
Noteholders.

            SECTION 6.6 Reports by Indenture Trustee to Noteholders. Upon
delivery to the Indenture Trustee by the Servicer of such information prepared
by the Servicer pursuant to Section 3.9 of the Sale and Servicing Agreement as
may be required to enable each Noteholder to prepare its federal and State
income tax returns, the Indenture Trustee shall deliver such information to the
Noteholders.

            SECTION 6.7 Compensation and Indemnity. (a) The Issuer shall, or
shall cause the Administrator to, pay to the Indenture Trustee from time to time
reasonable compensation for its services. The Indenture Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall, or shall cause the Administrator to, reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Issuer shall, or shall cause the Administrator to,
indemnify the Indenture Trustee for, and to hold it harmless against, any and
all loss, liability or expense (including attorneys' fees) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder, including the costs and expenses of defending itself against
any claim or liability in connection with the exercise or performance of any of
its powers or duties hereunder. The Indenture Trustee shall notify the Issuer
and the Administrator promptly of any claim for which it may seek indemnity.
Failure by the Indenture Trustee to so notify the Issuer and the Administrator
shall not relieve the Issuer or the Administrator of its obligations hereunder.
The Issuer shall, or shall cause the Administrator to, defend any such claim,
and the Indenture Trustee may have separate counsel and the Issuer shall, or
shall cause the Administrator to, pay the fees and expenses of such counsel.
Neither the Issuer nor the Administrator need reimburse any expense or indemnity
against any loss, liability or expense incurred by the Indenture Trustee through
the Indenture Trustee's own willful misconduct, negligence or bad faith.

            (b) The Issuer's payment obligations to the Indenture Trustee
pursuant to this Section 6.7 shall survive the resignation or removal of the
Indenture Trustee and the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of a Default specified in Section
5.1(iv) or (v) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or State bankruptcy, insolvency or similar law.

            SECTION 6.8 Replacement of Indenture Trustee. (a) No resignation or
removal of the Indenture Trustee, and no appointment of a successor Indenture
Trustee, shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.8 and payment in full of
all sums due to the Indenture Trustee pursuant to Section 6.7. The Indenture
Trustee may resign at any time by so notifying the Issuer. The Noteholders of
Notes evidencing not less than a majority in Note Balance of the Controlling
Note Class may remove the Indenture Trustee without cause by so notifying the
Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee.
The Issuer shall remove the Indenture Trustee if:

                  (i) the Indenture Trustee fails to comply with Section 6.11;

                  (ii) an Insolvency Event occurs with respect to the
      Indenture Trustee;

                  (iii) a receiver or other public officer takes charge of
      the Indenture Trustee or its property; or

                  (iv) the Indenture Trustee otherwise becomes incapable of
      acting.

If the Indenture Trustee resigns or is removed or if a vacancy exists in the
office of Indenture Trustee for any reason (the Indenture Trustee in such event
being referred to herein as the retiring Indenture Trustee), the Issuer shall
promptly appoint a successor Indenture Trustee.

            (b) Any successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee and to the
Issuer and shall concurrently deliver a copy of such acceptance to each Swap
Counterparty. Thereupon, if all sums due the retiring Indenture Trustee pursuant
to Section 6.7 have been paid in full, the resignation or removal of the
retiring Indenture Trustee shall become effective, and the successor Indenture
Trustee shall have all the rights, powers and duties of the Indenture Trustee
under this Indenture. The successor Indenture Trustee shall mail a notice of its
succession to Noteholders. If all sums due the retiring Indenture Trustee
pursuant to Section 6.7 have been paid in full, the retiring Indenture Trustee
shall promptly transfer all property held by it as Indenture Trustee to the
successor Indenture Trustee.

            (c) If a successor Indenture Trustee does not take office within
sixty (60) days after the retiring Indenture Trustee resigns or is removed, the
retiring Indenture Trustee, the Issuer or the Noteholders of Notes evidencing
not less than a majority in Note Balance of the Controlling Note Class may
petition any court of competent jurisdiction for the appointment of a successor
Indenture Trustee. If the Indenture Trustee fails to comply with Section 6.11,
any Noteholder who has been a bona fide Noteholder for at least six (6) months
may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.

            (d) Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section 6.8, the obligations of the Issuer and the
Administrator under Section 6.7 shall continue for the benefit of the retiring
Indenture Trustee.

            SECTION 6.9 Successor Indenture Trustee by Merger. (a) If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation or banking association without any further act shall be the
successor Indenture Trustee; provided that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.11. The
Indenture Trustee shall provide the Rating Agencies with prior written notice of
any such transaction.

            (b) In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee. In all such cases such certificates shall
have the full force which it is provided anywhere in the Notes or in this
Indenture that the certificate of the Indenture Trustee shall have.

            SECTION 6.10 Appointment of Co-Indenture Trustee or Separate
Indenture Trustee. (a) Notwithstanding any other provisions of this Indenture,
at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Indenture Trust Estate may at the time be
located, the Indenture Trustee shall have the power and may execute and deliver
an instrument to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust, and to vest in such Person or Persons, in such capacity and for the
benefit of the Noteholders and the Swap Counterparties, such title to the
Indenture Trust Estate, or any part hereof, and, subject to the other provisions
of this Section 6.10, such powers, duties, obligations, rights and trusts as the
Indenture Trustee may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.8.

            (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (i) all rights, powers, duties and obligations conferred or
      imposed upon the Indenture Trustee shall be conferred or imposed upon and
      exercised or performed by the Indenture Trustee and such separate trustee
      or co-trustee jointly (it being understood that such separate trustee or
      co-trustee shall not be authorized to act separately without the Indenture
      Trustee joining in such act), except to the extent that under any law of
      any jurisdiction in which any particular act or acts are to be performed
      the Indenture Trustee shall be incompetent or unqualified to perform such
      act or acts, in which event such rights, powers, duties and obligations
      (including the holding of title to the Indenture Trust Estate or any
      portion thereof in any such jurisdiction) shall be exercised and performed
      singly by such separate trustee or co-trustee, but solely at the direction
      of the Indenture Trustee;

                  (ii) no trustee hereunder shall be personally liable by
      reason of any act or omission of any other trustee hereunder; and

                  (iii) the Indenture Trustee may at any time accept the
      resignation of or remove any separate trustee or co-trustee.

            (c) Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision of this
Indenture relating to the conduct of, affecting the liability of, or affording
protection to, the Indenture Trustee. Every such instrument shall be filed with
the Indenture Trustee.

            (d) Any separate trustee or co-trustee may at any time constitute
the Indenture Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            SECTION 6.11 Eligibility; Disqualification. (a) The Indenture
Trustee shall at all times satisfy the requirements of TIA Section 310(a). The
Indenture Trustee or its parent shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition and shall have a long-term debt rating of investment grade by each of
the Rating Agencies or shall otherwise be acceptable to each of the Rating
Agencies. The Indenture Trustee shall comply with TIA Section 310(b).

            (b) Within ninety (90) days after ascertaining the occurrence of an
Event of Default which shall not have been cured or waived, unless authorized by
the Commission, the Indenture Trustee shall resign with respect to the Class A
Notes, the Class B Notes and/or the Class C Notes in accordance with Section 6.8
of this Indenture, and the Issuer shall appoint a successor Indenture Trustee
for any or all of such Classes, as applicable, so that there will be separate
Indenture Trustees for the Class A Notes, Class B Notes and the Class C Notes.
In the event the Indenture Trustee fails to comply with the terms of the
preceding sentence, the Indenture Trustee shall comply with clauses (ii) and
(iii) of TIA Section 310(b).

            (c) In the case of the appointment hereunder of a successor
Indenture Trustee with respect to any Class of Notes pursuant to this Section
6.11, the Issuer, the retiring Indenture Trustee and the successor Indenture
Trustee with respect to such Class of Notes shall execute and deliver an
indenture supplemental hereto wherein each successor Indenture Trustee shall
accept such appointment and which (i) shall contain such provisions as shall be
necessary or desirable to transfer and confirm to, and to vest in, the successor
Indenture Trustee all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of the Class to which the
appointment of such successor Indenture Trustee relates, (ii) if the retiring
Indenture Trustee is not retiring with respect to all Classes of Notes, shall
contain such provisions as shall be deemed necessary or desirable to confirm
that all the rights, powers, trusts and duties of the retiring Indenture Trustee
with respect to the Notes of each Class as to which the retiring Indenture
Trustee is not retiring shall continue to be vested in the Indenture Trustee and
(iii) shall add to or change any of the provisions of this Indenture as shall be
necessary to provide for or facilitate the administration of the trusts
hereunder by more than one Indenture Trustee, it being understood that nothing
herein or in such supplemental indenture shall constitute such Indenture
Trustees co-trustees of the same trust and that each such Indenture Trustee
shall be a trustee of a trust or trusts hereunder separate and apart from any
trust or trusts hereunder administered by any other such Indenture Trustee; and
upon the removal of the retiring Indenture Trustee shall become effective to the
extent provided herein.

            SECTION 6.12 Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

            SECTION 6.13 Interest Rate Swap Provisions. (a) The Issuer has
entered into the Interest Rate Swap Agreements, each Agreement in a form
satisfactory to the Rating Agencies, to hedge the floating rate interest expense
on the Class A-2b Notes and the Class A-3b Notes. The Issuer may, from time to
time, enter into one or more replacement Interest Rate Swap Agreements with one
or more replacement Swap Counterparties in the event that any Interest Rate Swap
Agreement is terminated prior to its scheduled expiration pursuant to an Event
of Default or Termination Event (each such term as defined in the Interest Rate
Swap Agreements). The aggregate notional amount of the Interest Rate Swaps will
be determined as follows:

                  (i) The notional amount of the Interest Rate Swap hedging the
      interest expense on the Class A-2b Notes will be initially equal to the
      principal amount of the Class A-2b Notes on the Closing Date and will be
      reduced by the amount of any principal payments on the Class A-2b Notes.

                  (ii) The notional amount of the Interest Rate Swap hedging the
      interest expense on the Class A-3b Notes will be initially equal to the
      principal amount of the Class A-3b Notes on the Closing Date and will be
      reduced by the amount of any principal payments on the Class A-3b Notes.

            (b) On each Distribution Date, Net Swap Payments (other than Swap
Termination Payments) relating to the Interest Rate Swaps will rank senior to
interest payments on the Class A Notes, and Swap Termination Payments will rank
pari passu with interest payments on the Class A Notes, all as set forth in
Section 8.2 hereof and Section 4.7 of the Sale and Servicing Agreement.

            (c) The Indenture Trustee will be responsible for remitting Net Swap
Payments and any Swap Termination Payments payable to each Swap Counterparty and
for collecting the Net Swap Receipts and any Swap Termination Payments payable
to the Issuer, as applicable, on each Distribution Date.

            (d) In the event that a Swap Counterparty is required to
collateralize any Interest Rate Swap transaction pursuant to the terms of the
applicable Interest Rate Swap Agreement, the Indenture Trustee, upon written
request of the Administrator, shall establish individual collateral accounts and
will hold any securities deposited therein in trust and will invest any cash
amounts in accordance with the provisions of the Interest Rate Swap Agreement.

            (e) The Administrator shall calculate and provide written
notification to the related Swap Counterparty and to the Indenture Trustee of
the notional amount of each Interest Rate Swap as of each Distribution Date on
or before the twelfth day of the month of the related Distribution Date. The
Administrator shall also obtain the calculation of LIBOR from the Calculation
Agent under this Agreement and shall calculate the amount, for each Distribution
Date, of all Net Swap Payments, Net Swap Receipts, and Swap Termination Payments
payable on each Distribution Date and shall provide written notification of such
amounts to the related Swap Counterparties and to the Indenture Trustee prior to
such Distribution Date. At least five days before the effective date of any
proposed amendment or supplement to an Interest Rate Swap Agreement, the
Administrator shall provide the Rating Agencies with a copy of such amendment or
supplement. Any amendment or supplement to such Interest Rate Swap Agreement
will be effective only after satisfaction of the Rating Agency Condition. (f)
Promptly following the early termination of any Interest Rate Swap Agreement due
to an Event of Default or Termination Event (as each such term is defined in
such Interest Rate Swap Agreement), the Issuer will use reasonable efforts to
enter into a replacement interest rate swap agreement on terms similar to those
of such Interest Rate Swap Agreement with an eligible swap counterparty unless
the Indenture Trustee sells the Indenture Trust Estate pursuant to Section
5.4(a)(iv). The Issuer shall take action as the Indenture Trustee may request to
compel or secure the performance and observance by the Swap Counterparties of
their obligations under the Interest Rate Swap Agreements, as provided in
Section 5.16(b) and 5.16(d).

            (g) Each Interest Rate Swap Agreement shall provide that a
termination event will occur thereunder if (a) the long-term rating of the Swap
Counterparty is downgraded below a rating of "Aa3" by Moody's or "AA-" by Fitch,
or is suspended or withdrawn by either Rating Agency, (b) the short-term rating
of the Swap Counterparty is downgraded below a rating of "P-1" by Moody's or
"A-1" by S&P, or is suspended or withdrawn by such Rating Agency, or (c) notice
is given to the Indenture Trustee or Administrator by any Rating Agency that the
credit support, if any, with respect to the Swap Counterparty is no longer
deemed adequate to maintain the then-current ratings on the Class A Notes, and
within 30 days of any such downgrade, suspension, withdrawal or notification,
the Swap Counterparty fails to either (i) deliver or post collateral acceptable
to the Issuer in amounts sufficient to secure its obligations under such
Interest Rate Swap Agreement, (ii) assign its rights and obligations under such
Interest Rate Swap Agreement to a replacement counterparty acceptable to the
Issuer or (iii) establish other arrangements necessary, if any, in each case so
that the Rating Agencies confirm the ratings of the Notes that were in effect
immediately prior to such downgrade, suspension, withdrawal or notification.


                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

            SECTION 7.1 Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders. The Issuer shall furnish or cause to be furnished to the
Indenture Trustee (a) not more than five (5) days after each Record Date, a
list, in such form as the Indenture Trustee may reasonably require, of the names
and addresses of the Noteholders as of such Record Date and (b) at such other
times as the Indenture Trustee may request in writing, within thirty (30) days
after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than ten (10) days prior to the time such list is
furnished; provided, however, that (i) so long as the Indenture Trustee is the
Note Registrar, no such list shall be required to be furnished and (ii) no such
list shall be required to be furnished with respect to Noteholders of Book-Entry
Notes.

            SECTION 7.2 Preservation of Information; Communications to
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in
Section 7.1 and the names and addresses of Noteholders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.1 upon receipt of a new list
so furnished.

            (b) Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or under the
Notes. Upon receipt by the Indenture Trustee of any request by three or more
Noteholders or by one or more Noteholders of Notes evidencing not less than 25%
of the Note Balance of the Notes Outstanding to receive a copy of the current
list of Noteholders (whether or not made pursuant to TIA Section 312(b)), the
Indenture Trustee shall promptly notify the Administrator thereof by providing
to the Administrator a copy of such request and a copy of the list of
Noteholders produced in response thereto.

            (c) The Issuer, the Indenture Trustee and the Note Registrar shall
have the protection of TIA Section 312(c).

            SECTION 7.3 Reports by Issuer. (a) The Issuer shall:

                 (i) file with the Indenture Trustee, within fifteen (15) days
      after the Issuer is required to file the same with the Commission, copies
      of the annual reports and of the information, documents and other reports
      (or copies of such portions of any of the foregoing as the Commission may
      from time to time by rules and regulations prescribe) that the Issuer may
      be required to file with the Commission pursuant to Section 13 or 15(d) of
      the Exchange Act;

                 (ii) file with the Indenture Trustee and the Commission in
      accordance with the rules and regulations prescribed from time to time by
      the Commission such additional information, documents and reports with
      respect to compliance by the Issuer with the conditions and covenants of
      this Indenture as may be required from time to time by such rules and
      regulations; and

                 (iii) supply to the Indenture Trustee (and the Indenture
      Trustee shall transmit by mail to all Noteholders described in TIA Section
      313(c)) such summaries of any information, documents and reports required
      to be filed by the Issuer pursuant to clauses (i) and (ii) of this Section
      7.3(a) and by rules and regulations prescribed from time to time by the
      Commission.

            (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall correspond to the calendar year.

            SECTION 7.4 Reports by Indenture Trustee. (a) If required by TIA
Section 313(a), within sixty (60) days after each May 15, beginning with May 15,
2002, the Indenture Trustee shall mail to each Noteholder as required by TIA
Section 313(c) a brief report dated as of such date that complies with TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

            (b) A copy of each report at the time of its mailing to Noteholders
shall be filed by the Indenture Trustee with the Commission and each stock
exchange, if any, on which the Notes are listed. The Issuer shall notify the
Indenture Trustee if and when the Notes are listed on any stock exchange.


                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

            SECTION 8.1 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture and the Sale
and Servicing Agreement. The Indenture Trustee shall apply all such money
received by it as provided in this Indenture and the Sale and Servicing
Agreement. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under any agreement
or instrument that is part of the Indenture Trust Estate, the Indenture Trustee
may take such action as may be appropriate to enforce such payment or
performance, including the institution and prosecution of appropriate
Proceedings. Any such action shall be without prejudice to any right to claim a
Default or Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.

            SECTION 8.2 Trust Accounts and Payahead Account. (a) On or prior to
the Closing Date, the Issuer shall cause the Servicer to establish and maintain
the Trust Accounts and the Payahead Account as provided in Sections 4.1 and 4.7
of the Sale and Servicing Agreement.

            (b) On or before each Distribution Date, the Servicer shall deposit
all Available Collections with respect to the Collection Period preceding such
Distribution Date in the Collection Account as provided in Sections 4.2, 4.3,
4.4 and 4.5 of the Sale and Servicing Agreement. On or before each Distribution
Date, all amounts required to be withdrawn from the Reserve Account and
deposited in the Collection Account pursuant to Section 4.5 of the Sale and
Servicing Agreement shall be withdrawn by the Indenture Trustee from the Reserve
Account and deposited to the Collection Account. The Indenture Trustee shall
direct the applicable Swap Counterparties to deposit, and shall otherwise cause
to be deposited on each Distribution Date, any Net Swap Receipts then due and
payable in the Collection Account. In addition, the Indenture Trustee shall
direct the applicable Swap Counterparties to deposit, and shall otherwise cause
to be deposited, all Swap Termination Payments paid by Swap Counterparties to
the Trust into the Collection Account; provided, that, upon direction of the
Administrator, the Indenture Trustee may retain a part or all of such Swap
Termination Payments to be applied as an initial payment to a replacement Swap
Counterparty or Swap Counterparties, and provided further that the Indenture
Trustee shall promptly deposit any retained amounts that are not so applied to
the Collection Account.

            (c) On each Distribution Date, the Indenture Trustee (based on the
information contained in the Servicer's Certificate delivered on or before the
related Determination Date pursuant to Section 3.9 of the Sale and Servicing
Agreement) shall make the following withdrawals from the Collection Account and
make deposits, distributions and payments, to the extent of funds on deposit in
the Collection Account with respect to the Collection Period preceding such
Distribution Date (including funds, if any, deposited therein from the Reserve
Account and the Payahead Account), in the following order of priority:

                 (i) first, to the Servicer, the Servicing Fee and all unpaid
      Servicing Fees from prior Collection Periods;

                 (ii) second, to the Swap Counterparties, the Net Swap
      Payments (if any);

                 (iii) third, with the same priority and ratably, in accordance
      with the outstanding principal balance of the Class A Notes and the amount
      of any Swap Termination Payment due and payable by the Issuer to the Swap
      Counterparties,

                      (1) to the Noteholders of Class A Notes, the Accrued
          Class A Note Interest,

                      (2) to the Swap Counterparties, any Swap Termination
          Payments;

      provided, that, if any amounts allocable to the Class A Notes are not
      needed to pay interest due on such Notes, such amounts shall be applied to
      pay the portion, if any, of any Swap Termination Payments remaining unpaid
      pro rata based on the amount of the Swap Termination Payments, and
      provided, further, that if there are not sufficient funds available to pay
      the entire amount of the Accrued Class A Note Interest, the amounts
      available shall be applied to the payment of such interest on the Class A
      Notes on a pro rata basis;

                 (iv) fourth, to the Principal Distribution Account, the
      First Priority Principal Distribution Amount, if any;

                 (v) fifth, to the Noteholders of Class B Notes, the Accrued
      Class B Note Interest; provided that if there are not sufficient funds
      available to pay the entire amount of the Accrued Class B Note Interest,
      the amounts available shall be applied to the payment of such interest on
      the Class B Notes on a pro rata basis;

                 (vi) sixth, to the Principal Distribution Account, the
      Second Priority Principal Distribution Amount, if any;

                 (vii) seventh, to the Noteholders of Class C Notes, the Accrued
      Class C Note Interest; provided that if there are not sufficient funds
      available to pay the entire amount of the Accrued Class C Note Interest,
      the amounts available shall be applied to the payment of such interest on
      the Class C Notes on a pro rata basis;

                 (viii) eighth, to the Principal Distribution Account, the
      Third Priority Principal Distribution Amount, if any;

                 (ix) ninth, to the Certificate Interest Distribution
      Account, the Accrued Class D Certificate Interest;

                 (x) tenth, to the Reserve Account, the amount, if any,
      required to reinstate the amount in the Reserve Account up to the
      Specified Reserve Balance;

                 (xi) eleventh, to the Principal Distribution Account, the
      Regular Principal Distribution Amount, if any; and

                 (xii) twelfth, to the Seller, any funds remaining on deposit in
      the Collection Account with respect to the Collection Period preceding
      such Distribution Date.

Notwithstanding any other provision of this Article VIII, and subject to Section
5.4(b), (A) following the occurrence and during the continuation of an Event of
Default specified in Section 5.1(i), 5.1(ii), 5.1(iv) or 5.1(v) which has
resulted in an acceleration of the Notes (or following the occurrence of any
such event after an Event of Default specified in Section 5.1(iii) has occurred
and the Notes have been accelerated), the Servicer shall instruct the Indenture
Trustee to transfer the funds on deposit in the Collection Account remaining
after the application of clauses (i), (ii) and (iii) above to the Principal
Distribution Account to the extent necessary to reduce the principal amount of
all the Class A Notes to zero, (B) following the occurrence and during the
continuation of an Event of Default specified in Section 5.1(iii), which has
resulted in an acceleration of the Notes, the Servicer shall instruct the
Indenture Trustee to transfer the funds on deposit in the Collection Account
remaining after the application of clauses (i), (ii), (iii), (iv), (v), (vi) and
(vii) above to the Principal Distribution Account to the extent necessary to
reduce the principal amount of all the Notes to zero, and (C) in the case of an
event described in clause (A) or (B), the Certificateholders will not receive
any distributions of principal or interest until the principal amount and
accrued interest on all the Notes has been paid in full.

            (d) On each Distribution Date, the Indenture Trustee (based on the
information contained in the Servicer's Certificate delivered on or before the
related Determination Date pursuant to Section 3.9 of the Sale and Servicing
Agreement) shall withdraw the funds on deposit in the Principal Distribution
Account with respect to the Collection Period preceding such Distribution Date
and make distributions and payments in the following order of priority:

                 (i) first, to the Noteholders of the Class A-1 Notes in
      reduction of principal until the principal amount of the Outstanding Class
      A-1 Notes has been paid in full; provided that if there are not sufficient
      funds available to pay the principal amount of the Outstanding Class A-1
      Notes in full, the amounts available shall be applied to the payment of
      principal on the Class A-1 Notes on a pro rata basis;

                 (ii) second, to the Noteholders of the Class A-2 Notes in
      reduction of principal until the principal amount of the Outstanding Class
      A-2 Notes has been paid in full; provided that if there are not sufficient
      funds available to pay the principal amount of the Outstanding Class A-2
      Notes in full, the amounts available shall be applied to the payment of
      principal on the Class A-2 Notes on a pro rata basis based on the
      principal balances of the Class A-2a Notes and the Class A-2b Notes;

                 (iii) third, to the Noteholders of the Class A-3 Notes in
      reduction of principal until the principal amount of the Outstanding Class
      A-3 Notes has been paid in full; provided that if there are not sufficient
      funds available to pay the principal amount of the Outstanding Class A-3
      Notes in full, the amounts available shall be applied to the payment of
      principal on the Class A-3 Notes on a pro rata basis based on the
      principal balances of the Class A-3a Notes and the Class A-3b Notes;

                 (iv) fourth, to the Noteholders of the Class A-4 Notes in
      reduction of principal until the principal amount of the Outstanding Class
      A-4 Notes has been paid in full; provided that if there are not sufficient
      funds available to pay the principal amount of the Outstanding Class A-4
      Notes in full, the amounts available shall be applied to the payment of
      principal on the Class A-4 Notes on a pro rata basis;

                 (v) fifth, to the Noteholders of the Class B Notes in reduction
      of principal until the principal amount of the Outstanding Class B Notes
      has been paid in full; provided that if there are not sufficient funds
      available to pay the principal amount of the Outstanding Class B Notes in
      full, the amounts available shall be applied to the payment of principal
      on the Class B Notes on a pro rata basis;

                 (vi)sixth, to the Noteholders of the Class C Notes in reduction
      of principal until the principal amount of the Outstanding Class C Notes
      has been paid in full; provided that if there are not sufficient funds
      available to pay the principal amount of the Outstanding Class C Notes in
      full, the amounts available shall be applied to the payment of principal
      on the Class C Notes on a pro rata basis;

                 (vii) seventh, to the Certificate Principal Distribution
      Account, in reduction of the Certificate Balance of the Class D
      Certificates, until the Certificate Balance of the Class D Certificates
      has been reduced to zero; and

                 (viii) eighth, to the Seller, any funds remaining on deposit
      in the Principal Distribution Account.

            SECTION 8.3 General Provisions Regarding Accounts. (a) So long as no
Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Collection Account and the Payahead Account shall be
invested by the Qualified Institution or Qualified Trust Institution maintaining
such account (which initially is the Indenture Trustee) at the direction of the
Servicer in Permitted Investments as provided in Section 4.1 of the Sale and
Servicing Agreement. All income or other gain (net of losses and investment
expenses) from investments of monies deposited in the Collection Account, the
Payahead Account and the Reserve Account shall be withdrawn by the Indenture
Trustee from such accounts (but only under the circumstances set forth in
Sections 4.5(b) and 4.7(c) in the Sale and Servicing Agreement in the case of
the Reserve Account) and distributed as provided in Sections 4.1 and 4.7 of the
Sale and Servicing Agreement. The Servicer shall not direct the Qualified
Institution or Qualified Trust Institution maintaining the Collection Account or
Payahead Account to make any investment of any funds or to sell any investment
held in any of the Trust Accounts unless the security interest Granted and
perfected in such account will continue to be perfected in such investment or
the proceeds of such sale, in either case without any further action by any
Person, and, in connection with any direction by the Servicer to make any such
investment or sale, if requested by the applicable Qualified Institution or
Qualified Trust Institution, the Issuer shall deliver to such Qualified
Institution or Qualified Trust Institution an Opinion of Counsel, acceptable to
such Qualified Institution or Qualified Trust Institution, to such effect.

            (b) Subject to Section 6.1(c), the Indenture Trustee shall not in
any way be held liable by reason of any insufficiency in any of the Trust
Accounts or in the Payahead Account resulting from any loss on any Permitted
Investment included therein, except for losses attributable to the Indenture
Trustee's failure to make payments on such Permitted Investments issued by the
Indenture Trustee, in its commercial capacity as principal obligor and not as
trustee, in accordance with their terms. In addition, the Indenture Trustee
shall have no duty to monitor the activities of any Qualified Institution or
Qualified Trust Institution (unless such Qualified Institution or Qualified
Trust Institution is also the Indenture Trustee) and shall not in any way be
held liable for the actions or inactions of any Qualified Institution or
Qualified Trust Institution (unless such Qualified Institution or Qualified
Trust Institution is also the Indenture Trustee).

            (c) If the Indenture Trustee is the Qualified Institution or
Qualified Trust Institution maintaining the Collection Account or the Payahead
Account and (i) the Servicer shall have failed to give investment directions for
any funds on deposit in the Collection Account or the Payahead Account to the
Indenture Trustee by 11:00 a.m. New York Time (or such other time as may be
agreed by the Issuer and the Indenture Trustee) on the Business Day preceding
each Distribution Date, (ii) to the knowledge of a Trust Officer of the
Indenture Trustee, a Default or Event of Default shall have occurred and be
continuing with respect to the Notes but the Notes shall not have been declared
due and payable pursuant to Section 5.2 or (iii) the Notes shall have been
declared due and payable following an Event of Default amounts collected or
receivable from the Indenture Trust Estate are being applied in accordance with
Section 5.4 as if there had not been such a declaration, then in each case the
Indenture Trustee shall, to the fullest extent practicable, invest and reinvest
funds in the Collection Account and the Payahead Account, as the case may be, in
one or more Permitted Investments described in clause (b) of the definition
thereof.

            SECTION 8.4 Release of Indenture Trust Estate. (a) Subject to the
payment of its fees and expenses pursuant to Section 6.7, the Indenture Trustee
may, and when required by the provisions of this Indenture shall, execute
instruments to release property from the lien of this Indenture, or convey the
Indenture Trustee's interest in the same, in a manner and under circumstances
that are not inconsistent with the provisions of this Indenture. No party
relying upon an instrument executed by the Indenture Trustee as provided in this
Article VIII shall be bound to ascertain the Indenture Trustee's authority,
inquire into the satisfaction of any conditions precedent or see to the
application of any monies.

            (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 have
been paid in full and all amounts (including Swap Termination Payments) owing
under each Interest Rate Swap Agreement have been paid in full, release any
remaining portion of the Indenture Trust Estate that secured the Issuer's
obligations under the Notes and the Interest Rate Swap Agreements from the lien
of this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Trust Accounts. The Indenture Trustee shall
release property from the lien of this Indenture pursuant to this Section 8.4(b)
only upon receipt of an Issuer Request accompanied by confirmation that all
amounts owing by the Issuer under each Interest Rate Swap Agreement have been
paid, and an Officer's Certificate and an Opinion of Counsel and (if required by
the TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

            (c) Each Noteholder or Note Owner, by its acceptance of a Note or,
in the case of a Note Owner, a beneficial interest in a Note, and each Swap
Counterparty, by its acceptance of the terms of this Indenture and the related
Interest Rate Swap Agreements, acknowledges that from time to time the Indenture
Trustee shall release the lien of this Indenture on any Receivable to be sold to
(i) the Seller in accordance with Section 2.3 of the Sale and Servicing
Agreement and (ii) to the Servicer in accordance with Section 3.7 of the Sale
and Servicing Agreement.

            SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive
at least seven (7) days notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, except in connection with any
action contemplated by Section 8.4(c), as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete
the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and adversely
impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Indenture Trust Estate. Counsel rendering any such opinion may
rely, without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

            SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.
(a) Without the consent of the Noteholders but with prior notice to the Rating
Agencies, the Issuer and the Indenture Trustee, when authorized by an Issuer
Order, at any time and from time to time, may enter into one or more indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:

                 (i) to correct or amplify the description of any property at
      any time subject to the lien of this Indenture, or better to assure,
      convey and confirm unto the Indenture Trustee any property subject or
      required to be subjected to the lien of this Indenture, or to subject to
      the lien of this Indenture additional property;

                 (ii) to evidence the succession, in compliance with the
      applicable provisions hereof, of another Person to the Issuer, and the
      assumption by any such successor of the covenants of the Issuer herein and
      in the Notes contained;

                 (iii) to add to the covenants of the Issuer, for the benefit
      of the Noteholders, or to surrender any right or power herein conferred
      upon the Issuer;

                 (iv) to convey, transfer, assign, mortgage or pledge any
      property to or with the Indenture Trustee;

                 (v) to cure any ambiguity, to correct or supplement any
      provision herein or in any supplemental indenture that may be inconsistent
      with any other provision herein or in any supplemental indenture or to
      make any other provisions with respect to matters or questions arising
      under this Indenture or under any supplemental indenture which shall not
      be inconsistent with the provisions of the Indenture; provided that such
      action shall not materially adversely affect the interests of the
      Noteholders or adversely affect the rights or obligations of any Swap
      Counterparty under the related Interest Rate Swap Agreement or modify or
      impair the ability of the Issuer to fully perform any of its obligations
      under any Interest Rate Swap Agreement;

                 (vi) to evidence and provide for the acceptance of the
      appointment hereunder by a successor trustee with respect to the Notes and
      to add to or change any of the provisions of this Indenture as shall be
      necessary to facilitate the administration of the trusts hereunder by more
      than one trustee, pursuant to the requirements of Article VI; or

                 (vii) to modify, eliminate or add to the provisions of this
      Indenture to such extent as shall be necessary to affect the qualification
      of this Indenture under the TIA or under any similar federal statute
      hereafter enacted and to add to this Indenture such other provisions as
      may be expressly required by the TIA.

            The Indenture Trustee is hereby authorized to join in the execution
of any such supplemental indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

            (b) The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, may, also without the consent of any of the Noteholders but with
prior notice to the Rating Agencies, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner (other than the modifications set forth in Section 9.2)
the rights of the Noteholders under this Indenture; provided, however, that (i)
such action shall not, as evidenced by an Opinion of Counsel, adversely affect
in any material respect the interests of any Noteholder, (ii) (x) such action
shall not, as evidenced by an Opinion of Counsel, adversely affect the rights or
obligations of any Swap Counterparty under the Interest Rate Swap Agreements or
modify the obligations of or impair the ability of the Issuer to fully perform
any of its obligations under the Interest Rate Swap Agreement or (y) the Swap
Counterparty shall have consented thereto (and a Swap Counterparty's consent
will be deemed to have been given if the Swap Counterparty does not object in
writing within ten Business Days of receipt of a written request for such
consent), (iii) the Rating Agency Condition shall have been satisfied with
respect to such action and (iv) such action shall not, as evidenced by an
Opinion of Counsel, cause the Issuer to be characterized for federal or any then
Applicable Tax State income tax purposes as an association taxable as a
corporation or otherwise have any material adverse impact on the federal or any
then Applicable Tax State income taxation of any Notes Outstanding or
outstanding Certificates or any Noteholder or Certificateholder.

            SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior notice to the Rating Agencies and the consent of a majority of the
Note Balance of the Controlling Note Class, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or modifying in any manner the rights of the Noteholders under this Indenture;
provided, however, that (i) the Rating Agency Condition shall have been
satisfied with respect to such action and (ii) such action shall not, as
evidenced by an Opinion of Counsel, cause the Issuer to be characterized for
federal or any then Applicable Tax State income tax purposes as an association
taxable as a corporation or otherwise have any material adverse impact on the
federal or any then Applicable Tax State income taxation of any Notes
Outstanding or outstanding Certificates or any Noteholder or Certificateholder,
(iii) (x) such action shall not, as evidenced by an Opinion of Counsel,
adversely affect the rights or obligations of any Swap Counterparty under the
related Interest Rate Swap Agreement or modify the obligations of, or impair the
ability of the Issuer to fully perform any of its obligations under such
Interest Rate Swap Agreement or (y) each Swap Counterparty shall have consented
thereto (and a Swap Counterparty's consent will be deemed to have been given if
the Swap Counterparty does not object in writing within ten Business Days of
receipt of a written request for such consent); and provided, further, that no
such supplemental indenture shall, without the consent of each Outstanding Note
affected thereby:

                 (i) modify or alter provisions of this Section 9.2;

                 (ii) change the Final Scheduled Distribution Date or the date
      of payment of any installment of principal of or interest on any Note, or
      reduce the principal amount thereof, the interest rate thereon or the
      Redemption Price with respect thereto, change the provisions of this
      Indenture relating to the application of collections on, or the proceeds
      of the sale of, the Indenture Trust Estate to payment of principal of or
      interest on the Notes, or change any place of payment where, or the coin
      or currency in which, any Note or the interest thereon is payable, or
      impair the right to institute suit for the enforcement of the provisions
      of this Indenture requiring the application of funds available therefor,
      as provided in Article V, to the payment of any such amount due on the
      Notes on or after the respective due dates thereof (or, in the case of
      redemption, on or after the Redemption Date);

                 (iii) reduce the percentage of the principal amount of the
      Notes Outstanding or the Controlling Note Class, the consent of the
      Noteholders of which is required for any such supplemental indenture, or
      the consent of the Noteholders of which is required for any waiver of
      compliance with certain provisions of this Indenture or certain Defaults
      or Events of Default hereunder and their consequences provided for in this
      Indenture;

                 (iv) modify or alter (x) the provisions of the proviso to
      the definition of the term "Outstanding" or (y) the definition of
      "Controlling Note Class";

                 (v) reduce the percentage of the principal amount of the Notes
      Outstanding or of the Controlling Note Class required to direct or consent
      to a sale or liquidation by the Indenture Trustee of the Indenture Trust
      Estate pursuant to Section 5.4 if the proceeds of such sale or liquidation
      would be insufficient to pay the principal amount and accrued but unpaid
      interest on the Notes and/or the Certificates, as applicable;

                 (vi) modify any provision of this Indenture specifying a
      percentage of the aggregate Note Balance of the Notes necessary to amend
      this Indenture or the other Basic Documents except to increase any
      percentage specified herein or to provide that certain additional
      provisions of this Indenture or the other Basic Documents cannot be
      modified or waived without the consent of the Noteholder of each
      Outstanding Note affected thereby;

                 (vii) modify any of the provisions of this Indenture in such
      manner as to affect the calculation of the amount of any payment of
      interest or principal due on any Note on any Distribution Date (including
      the calculation of any of the individual components of such calculation)
      or to affect the rights of the Noteholders to the benefit of any
      provisions for the mandatory redemption of the Notes contained herein; or

                 (viii) permit the creation of any lien ranking prior to or on a
      parity with the lien of this Indenture with respect to any part of the
      Indenture Trust Estate or, except as otherwise permitted or contemplated
      herein, terminate the lien of this Indenture on any such collateral at any
      time subject hereto or deprive any Noteholder of the security provided by
      the lien of this Indenture.

The Indenture Trustee may in its discretion or upon receipt of an Opinion of
Counsel determine whether or not any Notes would be affected by any supplemental
indenture and any such determination shall be conclusive upon the Noteholders of
all Notes, whether theretofore or thereafter authenticated and delivered
hereunder. The Indenture Trustee shall not be liable for any such determination
made in good faith.

            It shall not be necessary for any Act of Noteholders under this
Section 9.2 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

            Promptly after the execution by the Issuer and the Indenture Trustee
of any supplemental indenture pursuant to this Section 9.2, the Indenture
Trustee shall mail to each Swap Counterparty a copy of such supplemental
indenture and to the Noteholders of the Notes to which such amendment or
supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture Trustee
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

            SECTION 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent to
the execution and delivery of such supplemental indenture have been satisfied.
The Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise.

            SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer, the Noteholders and the
Swap Counterparties shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments, and all
the terms and conditions of any such supplemental indenture shall be and be
deemed to be part of the terms and conditions of this Indenture for any and all
purposes.

            SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

            SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.


                                    ARTICLE X

                               REDEMPTION OF NOTES

            SECTION 10.1 Redemption. The Class A Notes, the Class B Notes and
the Class C Notes are subject to redemption in whole, but not in part, at the
direction of the Servicer pursuant to Section 9.1 of the Sale and Servicing
Agreement, on any Distribution Date on which the Servicer exercises its option
to purchase the assets of the Issuer pursuant to such Section 9.1, and the
amount paid by the Servicer shall be treated as collections of Receivables and
applied to pay the unpaid principal amount of the Notes and the Aggregate
Certificate Balance of the Class D Certificates plus accrued and unpaid interest
thereon. If the Class A Notes, the Class B Notes and the Class C Notes are to be
redeemed pursuant to this Section 10.1, the Servicer or the Issuer shall furnish
notice of such election to the Indenture Trustee and the Rating Agencies not
later than forty (40) days prior to the Redemption Date (and the Indenture
Trustee shall promptly furnish notice to the Noteholders) and the Issuer shall
deposit by 10:00 a.m. (New York City time) on the Redemption Date with the
Indenture Trustee in the Collection Account the Redemption Price of the Class A
Notes, the Class B Notes and the Class C Notes to be redeemed, whereupon all
such Class A Notes, Class B Notes and the Class C Notes shall be due and payable
on the Redemption Date.

                  SECTION 10.2 Form of Redemption Notice. Notice of redemption
under Section 10.1 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted promptly following
receipt of notice from the Issuer or Servicer pursuant to Section 10.1, but not
later than thirty (30) days prior to the applicable Redemption Date, to each
Noteholder as of the close of business on the Record Date preceding the
applicable Redemption Date, at such Noteholder's address or facsimile number
appearing in the Note Register.

            All notices of redemption shall state:

                 (i) the Redemption Date;

                 (ii) the Redemption Price;

                 (iii) the place where such Notes are to be surrendered for
      payment of the Redemption Price (which shall be the office or agency of
      the Issuer to be maintained as provided in Section 3.2); and

                 (iv) that on the Redemption Date, the Redemption Price will
      become due and payable upon each such Note and that interest thereon shall
      cease to accrue for and after said date.

Notice of redemption of the Notes shall be given by the Indenture Trustee in the
name and at the expense of the Issuer. Failure to give notice of redemption, or
any defect therein, to any Noteholder shall not impair or affect the validity of
the redemption of any other Note.

            SECTION 10.3 Notes Payable on Redemption Date. The Notes to be
redeemed shall, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1), shall on the Redemption Date
become due and payable at the Redemption Price and (unless the Issuer shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.


                                   ARTICLE XI

                                  MISCELLANEOUS

            SECTION 11.1 Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee (i) an Officer's Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii)
(if required by the TIA) an Independent Certificate from a firm of certified
public accountants meeting the applicable requirements of this Section 11.1,
except that, in the case of any such application or request as to which the
furnishing of such documents is specifically required by any provision of this
Indenture, no additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

                 (A) a statement that each signatory of such certificate or
      opinion has read or has caused to be read such covenant or condition and
      the definitions herein relating thereto;

                 (B) a brief statement as to the nature and scope of the
      examination or investigation upon which the statements or opinions
      contained in such certificate or opinion are based;

                 (C) a statement that, in the opinion of each such signatory,
      such signatory has made such examination or investigation as is necessary
      to enable such signatory to express an informed opinion as to whether or
      not such covenant or condition has been complied with; and

                 (D) a statement as to whether, in the opinion of each such
      signatory, such condition or covenant has been complied with.

            (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within ninety (90) days of such deposit) to
the Issuer of the Collateral or other property or securities to be so deposited.

                 (ii) Whenever the Issuer is required to furnish to the
      Indenture Trustee an Officer's Certificate certifying or stating the
      opinion of any signer thereof as to the matters described in clause (i)
      above, the Issuer shall also deliver to the Indenture Trustee an
      Independent Certificate as to the same matters, if the fair value to the
      Issuer of the securities to be so deposited and of all other such
      securities made the basis of any such withdrawal or release since the
      commencement of the then-current fiscal year of the Issuer, as set forth
      in the certificates delivered pursuant to clause (i) above and this clause
      (ii), is ten percent (10%) or more of the principal amount of the Notes
      Outstanding, but such a certificate need not be furnished with respect to
      any securities so deposited, if the fair value thereof to the Issuer as
      set forth in the related Officer's Certificate is less than $25,000 or
      less than one percent (1%) of the principal amount of the Notes
      Outstanding.

                 (iii) Whenever any property or securities are to be released
      from the lien of this Indenture, the Issuer shall also furnish to the
      Indenture Trustee an Officer's Certificate certifying or stating the
      opinion of each person signing such certificate as to the fair value
      (within ninety (90) days of such release) of the property or securities
      proposed to be released and stating that in the opinion of such person the
      proposed release will not impair the security under this Indenture in
      contravention of the provisions hereof.

                 (iv) Whenever the Issuer is required to furnish to the
      Indenture Trustee an Officer's Certificate certifying or stating the
      opinion of any signer thereof as to the matters described in clause (iii)
      above, the Issuer shall also furnish to the Indenture Trustee an
      Independent Certificate as to the same matters if the fair value of the
      property or securities and of all other property, other than property as
      contemplated by clause (v) below or securities released from the lien of
      this Indenture since the commencement of the then-current calendar year,
      as set forth in the certificates required by clause (iii) above and this
      clause (iv), equals ten percent (10%) or more of the principal amount of
      the Notes Outstanding, but such certificate need not be furnished in the
      case of any release of property or securities if the fair value thereof as
      set forth in the related Officer's Certificate is less than $25,000 or
      less than one percent (1%) of the principal amount of the Notes
      Outstanding.

                 (v) Notwithstanding Section 2.10 or any other provisions of
      this Section 11.1, the Issuer may, without compliance with the
      requirements of the other provisions of this Section 11.1, (A) collect,
      liquidate, sell or otherwise dispose of Receivables and Financed Vehicles
      as and to the extent permitted or required by the Basic Documents and (B)
      make cash payments out of the Trust Accounts and the Payahead Account as
      and to the extent permitted or required by the Basic Documents.

            SECTION 11.2 Form of Documents Delivered to Indenture Trustee. (a)
In any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such matters
be certified by, or covered by the opinion of, only one such Person, or that
they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

            (b) Any certificate or opinion of an Authorized Officer of the
Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or opinion of counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Servicer, the Seller, the Administrator or the
Issuer, stating that the information with respect to such factual matters is in
the possession of the Servicer, the Seller, the Administrator or the Issuer, or
in the exercise of reasonable care should know, that the certificate or opinion
or representations with respect to such matters are erroneous.

            (c) Where any Person is required to make, give or execute two or
more applications, requests, comments, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

            (d) Whenever in this Indenture, in connection with any application
or certificate or report to the Indenture Trustee, it is provided that the
Issuer shall deliver any document as a condition of the granting of such
application, or as evidence of the Issuer's compliance with any term hereof, it
is intended that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case
may be), of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application granted
or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Indenture Trustee's right to rely upon the
truth and accuracy of any statement or opinion contained in any such document as
provided in Article VI.

            SECTION 11.3 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee, and, where it
is hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied herein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments. Proof
of execution of any such instrument or of a writing appointing any such agent
shall be sufficient for any purpose of this Indenture and (subject to Section
6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.3.

            (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

            (c) The ownership of Notes shall be proved by the Note Register.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Noteholder of any Notes shall bind the Noteholder
of every Note issued upon the registration thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

            SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
shall be in writing and if such request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders is to be made upon, given or
furnished to or filed with:

                 (i) the Indenture Trustee by any Noteholder, the Servicer, the
      Administrator or the Issuer shall be sufficient for every purpose
      hereunder if made, given, furnished or filed in writing to or with the
      Indenture Trustee at its Corporate Trust office; or

                 (ii) the Issuer by the Indenture Trustee or by any Noteholder
      shall be sufficient for every purpose hereunder if in writing and mailed
      first-class, postage prepaid to the Issuer addressed to: Ford Credit Auto
      Owner Trust 2002-A, in care of The Bank of New York, 5 Penn Plaza, 16th
      Floor New York, New York 10001, Attention: Asset-Backed Finance Unit, with
      a copy to the Administrator at Ford Motor Company, World Headquarters,
      Office of the General Counsel, One American Road, Suite 1034-A1, Dearborn,
      Michigan 48121, attention of the Secretary, or at any other address
      previously furnished in writing to the Indenture Trustee by the Issuer or
      the Administrator. The Issuer shall promptly transmit any notice received
      by it from the Noteholders to the Indenture Trustee.

            Notices required to be given to the Rating Agencies by the Issuer,
the Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered, telecopied or mailed by certified mail, return receipt requested, to
(i) in the case of Moody's, at the following address: Moody's Investors Service,
Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007,
(ii) in case of Standard & Poor's, at the following address: Standard & Poor's
Ratings Services, 55 Water Street, 40th Floor, New York, New York 10041,
Attention: Asset Backed Surveillance Department, (iii) in the case of Fitch, at
the following address: Fitch, Inc., 1 State Street Plaza, New York, New York
10004, Attention: Asset Backed Surveillance and (iv) in the case of the initial
Swap Counterparty as of the Closing Date, at the following address: Credit
Suisse First Boston International, One Cabot Square, London E14 4QJ, England.

            SECTION 11.5 Notices to Noteholders; Waiver. (a) Where this
Indenture provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

            (b) Where this Indenture provides for notice in any manner, such
notice may be waived in writing by any Person entitled to receive such notice,
either before or after the event, and such waiver shall be the equivalent of
such notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

            (c) In case, by reason of the suspension of regular mail service as
a result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

            (d) Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or
Event of Default.

            SECTION 11.6 Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Noteholder providing
for a method of payment, or notice by the Indenture Trustee or any Note Paying
Agent to such Noteholder, that is different from the methods provided for in
this Indenture for such payments or notices. The Issuer shall furnish to the
Indenture Trustee a copy of each such agreement and the Indenture Trustee shall
cause payments to be made and notices to be given in accordance with such
agreements.

            SECTION 11.7 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required or deemed to be included in this Indenture by any of the provisions of
the Trust Indenture Act, such required or deemed provision shall control.

            The provisions of TIA Sections 310 through 317 that impose duties on
any Person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein. SECTION 11.8 Effect of Headings and
Table of Contents. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.

            SECTION 11.9 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

            SECTION 11.10 Separability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality, and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

            SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, the Swap
Counterparties and any other party secured hereunder, and any other Person with
an ownership interest in any part of the Indenture Trust Estate, any benefit or
any legal or equitable right, remedy or claim under this Indenture; provided,
that no Swap Counterparty shall have any right to institute any Proceeding,
judicial or otherwise, with respect to enforcement of remedies under Article V
of this Indenture upon the occurrence of an Event of Default.

            SECTION 11.12 Legal Holidays. In any case where the date on which
any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

            SECTION 11.13 Governing Law. This Indenture shall be construed in
accordance with the laws of the State of New York, without reference to its
conflict of law provisions.

            SECTION 11.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

            SECTION 11.15 Recording of Indenture. If this Indenture is subject
to recording in any appropriate public recording offices, such recording is to
be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

            SECTION 11.16 Trust Obligation. No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under this Indenture or any certificate
or other writing delivered in connection herewith or therewith, against (i) the
Indenture Trustee or the Owner Trustee in their individual capacities, (ii) any
owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in their individual capacities, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in
their individual capacities, except as any such Person may have expressly agreed
(it being understood that the Indenture Trustee and the Owner Trustee have no
such obligations in their individual capacities), and except that any such
partner, owner or beneficiary shall be fully liable, to the extent provided by
applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity. For
all purposes of this Indenture, in the performance of any duties or obligations
of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to
the benefits of, the terms and provisions of Article VI, VII and VIII of the
Trust Agreement.

            SECTION 11.17 Subordination of Claims against Seller. (a) The
obligations of the Issuer under this Indenture are solely the obligations of the
Issuer and shall not represent any obligation or interest in any assets of the
Seller other than the Trust Property conveyed to the Issuer pursuant to Article
II of the Sale and Servicing Agreement. In furtherance of and not in derogation
of the foregoing, the Indenture Trustee, by entering into this agreement, and
each Noteholder and Note Owner, by accepting a Note or, in the case of a Note
Owner, a beneficial interest in a Note, acknowledge and agree that they shall
have no right, title or interest in or to any Other Assets of the Seller. To the
extent that, notwithstanding the agreements and provisions contained in the
preceding sentence, such Indenture Trustee, Noteholder or Note Owner either (i)
asserts an interest or claim to, or benefit from, Other Assets, or (ii) is
deemed to have any such interest, claim to, or benefit in or from Other Assets,
whether by operation of law, legal process, pursuant to applicable provisions of
insolvency laws or otherwise (including by virtue of Section 1111(b) of the
Bankruptcy Code or any successor provision having similar effect under the
Bankruptcy Code), then such Indenture Trustee, Noteholder or Note Owner further
acknowledges and agrees that any such interest, claim or benefit in or from
Other Assets is and shall be expressly subordinated to the indefeasible payment
in full, which, under the terms of the relevant documents relating to the
securitization or conveyance of such Other Assets, are entitled to be paid from,
entitled to the benefits of, or otherwise secured by such Other Assets (whether
or not any such entitlement or security interest is legally perfected or
otherwise entitled to a priority of distributions or application under
applicable law, including insolvency laws, and whether or not asserted against
the Seller), including the payment of post-petition interest on such other
obligations and liabilities. This subordination agreement shall be deemed a
subordination agreement within the meaning of Section 510(a) of the Bankruptcy
Code. The Indenture Trustee and each Noteholder and each Note Owner further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 11.17 and the terms of this Section 11.17 may be enforced by an
action for specific performance.

            (b) The provision of this Section 11.17 shall be for the third party
benefit of those entitled to rely thereon and shall survive the termination of
this Indenture.

            SECTION 11.18 No Petition. The Indenture Trustee, by entering into
this Indenture, and each Noteholder or Note Owner, by accepting a Note or, in
the case of a Note Owner, a beneficial interest in a Note, hereby covenant and
agree that they will not at any time institute against the Seller or the Issuer,
or join in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or State bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the other Basic Documents.

            SECTION 11.19 Inspection. The Issuer agrees that, with reasonable
prior notice, it will permit any representative of the Indenture Trustee, during
the Issuer's normal business hours, to examine all the books of account,
records, reports and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by Independent certified public
accountants, and to discuss the Issuer's affairs, finances and accounts with the
Issuer's officers, employees, and Independent certified public accountants, all
at such reasonable times and as often as may be reasonably requested. The
Indenture Trustee shall and shall cause its representatives to hold in
confidence all such information except to the extent disclosure may be required
by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.


<PAGE>



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


                 FORD CREDIT AUTO OWNER TRUST 2002-A

                 By:    THE BANK OF NEW YORK,
                        not in its individual capacity but solely as Owner
                        Trustee of Ford Credit Auto Owner Trust 2002-A


                 By:    /s/ John Bobko
                     ------------------------------------
                       Name:  John Bobko
                       Title: Assistant Treasurer


                 JPMORGAN CHASE BANK,
                 not in its individual capacity but solely as Indenture Trustee


                 By:   /s/ Michael A. Smith
                     ------------------------------------
                     Name:  Michael A. Smith
                     Title: Vice President





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

                             FORM OF CLASS A-1 NOTE


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

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 PURSUANT TO
THE EXEMPTION FROM REGISTRATION SET FORTH IN SECTION 3(a)(3) THEREOF.


REGISTERED                                                         $725,000,000

No. R-1                                                   CUSIP NO. 34527R HC 0



                       FORD CREDIT AUTO OWNER TRUST 2002-A

                       CLASS A-1 1.82% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-A, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of SEVEN HUNDRED TWENTY FIVE MILLION
DOLLARS payable on each Distribution Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class A-1 Notes on such Distribution
Date from the Principal Distribution Account in respect of principal on the
Class A-1 Notes pursuant to Section 3.1 of the Indenture dated as of January 1,
2002 (as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), between the Issuer and JPMorgan Chase Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the October 2002 Distribution Date (the "Class A-1 Final
Scheduled Distribution Date"). Capitalized terms used but not defined herein are
defined in Article I of the Indenture, which also contains rules as to
construction that shall be applicable herein.

            The Issuer shall pay interest on this Note at the rate per annum
shown above on each Distribution Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Distribution Date from and including the previous
Distribution Date on which interest has been paid (or, in the case of the
initial Distribution Date, from the Closing Date) to but excluding such
Distribution Date. Interest will be computed on the basis of actual days elapsed
and a 360-day year. Such principal of and interest on 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. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            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
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


               REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.




            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date set
forth below.

Date: January 16, 2002

                       FORD CREDIT AUTO OWNER TRUST 2002-A

                       By:  THE BANK OF NEW YORK,
                            not in its individual capacity but solely as
                            Owner Trustee of Ford Credit Auto Owner Trust 2002-A



                       By: __________________________________
                               Authorized Officer


                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-1 Notes designated above and referred to in the
within-mentioned Indenture.

Date: January 16, 2002

                        JPMORGAN CHASE BANK,
                        not in its individual capacity but
                        solely as Indenture Trustee


                       By: __________________________________
                               Authorized Officer






                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1 1.82% Asset Backed Notes (the "Class A-1 Notes"),
which, together with the Issuer's Class A-2a 2.39% Asset Backed Notes (the
"Class A-2a Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class
A-2b Notes" and, together with the Class A-2a Notes, the "Class A-2 Notes"),
Class A-3a 3.62% Asset Backed Notes (the "Class A-3a Notes"), Class A-3b
Floating Rate Asset Backed Notes (the "Class A-3b Notes" and, together with the
Class A-3a Notes, the "Class A-3 Notes"), Class A-4 4.36% Asset Backed Notes
(the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2
Notes and the Class A-3 Notes, the "Class A Notes"), Class B 4.79% Asset Backed
Notes (the "Class B Notes") and Class C 5.43% Asset Backed Notes (the "Class C
Notes" and, together with the Class A Notes and the Class B Notes, the "Notes"),
are issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture.

            The Class A-1 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture. The
Class A-1 Notes are subordinated to the rights of the Swap Counterparties to
receive payments (other than Swap Termination Payments) pursuant to the Interest
Rate Swap Agreements. Interest on and principal of the Notes will be payable in
accordance with the priority of payments set forth in Section 8.2 of the
Indenture.

            Principal of the Class A-1 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in February 2002.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the Class A-1 Final Scheduled
Distribution Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing and the Indenture Trustee or the
Noteholders of Notes evidencing not less than a majority of the principal amount
of the Class A Notes have declared the Notes to be immediately due and payable
in the manner provided in Section 5.2 of the Indenture. All principal payments
on the Class A-1 Notes shall be made pro rata to the Noteholders entitled
thereto.

            Payments of interest on this Note on each Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000, or,
if not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Noteholders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

            The Issuer shall pay interest on overdue installments of interest at
the Class A-1 Rate to the extent lawful.

            As provided in the Indenture, the Class A Notes, the Class B Notes
and the Class C Notes may be redeemed, in whole but not in part, in the manner
and to the extent described in the Indenture and the Sale and Servicing
Agreement.

            The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

            Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            The obligations of the Issuer under the Indenture are solely the
obligations of the Issuer and shall not represent any obligation or interest in
any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

            THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such (a) such Noteholder or Note
Owner will not at any time institute against the Seller or the Issuer, or join
in any institution against the Seller or the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or State bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the other Basic Documents.

            The Issuer has entered into the Indenture and this Note is issued
with the intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income, single business
and franchise tax purposes as indebtedness of the Issuer.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

            The Indenture permits, with certain exceptions requiring the consent
of all Noteholders affected thereby as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights
of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the related Interest Rate Swap Agreements or
modifies the obligations of, or impairs the ability of the Issuer to fully
perform any of its obligations under such Interest Rate Swap Agreements. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders or
the Swap Counterparties provided certain conditions are satisfied. In addition,
the Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.

            The term "Issuer", as used in this Note, includes any successor to
the Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

            No reference herein to the Indenture, and no provision of this Note
or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of JPMorgan Chase Bank, in its individual
capacity, The Bank of New York, in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal or of interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Noteholder of this Note, by his acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Noteholder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.



                                   ASSIGNMENT


Social Security or taxpayer I.D. 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: _________________               ____________________________________*/
                                       Signature Guaranteed

                                       ____________________________________*/



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

*/    NOTICE: 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 whatever. Such signature must be guaranteed by an
      "eligible guarantor institution" meeting the requirements of the
      Note Registrar, which requirements include membership or
      participation in STAMP or such other "signature guarantee program"
      as may be determined by the Note Registrar in addition to, or in
      substitution for, STAMP, all in accordance with the Securities
      Exchange Act of 1934, as amended.


<PAGE>

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

                             FORM OF CLASS A-2a NOTE

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

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


REGISTERED                                                        $550,000,000

No. R-1                                                  CUSIP NO. 34527R GV 9


                       FORD CREDIT AUTO OWNER TRUST 2002-A

                       CLASS A-2a 2.39% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-A, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of FIVE HUNDRED FIFTY MILLION DOLLARS
payable on each Distribution Date in an amount equal to the aggregate amount, if
any, payable to Noteholders of Class A-2a Notes on such Distribution Date from
the Principal Distribution Account in respect of principal on the Class A-2a
Notes pursuant to Section 3.1 of the Indenture dated as of January 1, 2002 (as
from time to time amended, supplemented or otherwise modified and in effect, the
"Indenture"), between the Issuer and JPMorgan Chase Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the May 2004 Distribution Date (the "Class
A-2a Final Scheduled Distribution Date") or the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

            The Issuer shall pay interest on this Note at the rate per annum
shown above on each Distribution Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Distribution Date from and including the fifteenth day of
the calendar month immediately preceding such Distribution Date (or, in the case
of the initial Distribution Date, from the Closing Date) to but excluding the
fifteenth day of the following calendar month. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and interest
on 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. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            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
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


               REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

<PAGE>


            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date set
forth below.

Date: January 16, 2002

                        FORD CREDIT AUTO OWNER TRUST 2002-A

                        By: THE BANK OF NEW YORK,
                            not in its individual capacity but solely as
                            Owner Trustee of Ford Credit Auto Owner Trust 2002-A



                        By: _______________________________________
                               Authorized Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-2a Notes designated above and referred to in the
within-mentioned Indenture.

Date: January 16, 2002


                        JPMORGAN CHASE BANK,
                        not in its individual capacity but
                        solely as Indenture Trustee


                        By: _______________________________________
                               Authorized Officer



<PAGE>


                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2a 2.39% Asset Backed Notes (the "Class A-2a Notes"),
which, together with the Issuer's Class A-1 1.82% Asset Backed Notes (the "Class
A-1 Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes"
and, together with the Class A-2a Notes, the "Class A-2 Notes"), Class A-3a
3.62% Asset Backed Notes (the "Class A-3a Notes"), Class A-3b Floating Rate
Asset Backed Notes (the "Class A-3b Notes" and, together with the Class A-3a
Notes, the "Class A-3 Notes"), Class A-4 4.36% Asset Backed Notes (the "Class
A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Class A Notes"), Class B 4.79% Asset Backed Notes (the
"Class B Notes") and Class C 5.43% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are issued
under the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

            The Class A-2a Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture. The
Class A-2a Notes are subordinated to the rights of the Swap Counterparties to
receive payments (other than Swap Termination Payments) pursuant to the Interest
Rate Swap Agreements. Interest on and principal of the Notes will be payable in
accordance with the priority of payments set forth in Section 8.2 of the
Indenture.

            Principal of the Class A-2a Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in February 2002.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the Class A-2a Final
Scheduled Distribution Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-2a Notes shall be made pro rata to the Noteholders
entitled thereto.

            Payments of interest on this Note on each Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000, or,
if not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Noteholders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

            The Issuer shall pay interest on overdue installments of interest at
the Class A-2a Rate to the extent lawful.

            As provided in the Indenture, the Class A Notes, the Class B Notes
and the Class C Notes may be redeemed, in whole but not in part, in the manner
and to the extent described in the Indenture and the Sale and Servicing
Agreement.

            The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

            Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            The obligations of the Issuer under the Indenture are solely the
obligations of the Issuer and shall not represent any obligation or interest in
any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

            THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

            The Issuer has entered into the Indenture and this Note is issued
with the intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income, single business
and franchise tax purposes as indebtedness of the Issuer.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

            The Indenture permits, with certain exceptions requiring the consent
of all Noteholders affected thereby as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights
of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the related Interest Rate Swap Agreements or
modifies the obligations of, or impairs the ability of the Issuer to fully
perform any of its obligations under such Interest Rate Swap Agreements. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders or
the Swap Counterparties provided certain conditions are satisfied. In addition,
the Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.

            The term "Issuer", as used in this Note, includes any successor to
the Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

            No reference herein to the Indenture, and no provision of this Note
or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of JPMorgan Chase Bank, in its individual
capacity, The Bank of New York, in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal or of interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Noteholder of this Note, by his acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Noteholder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

<PAGE>

                                   ASSIGNMENT


Social Security or taxpayer I.D. 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: _________________               ____________________________________*/
                                       Signature Guaranteed

                                       ____________________________________*/



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

*/   NOTICE: 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
     whatever. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in STAMP or such other
     "signature guarantee program" as may be determined by the Note Registrar
     in addition to, or in substitution for, STAMP, all in accordance with
     the Securities Exchange Act of 1934, as amended.




<PAGE>



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

                             FORM OF CLASS A-2b NOTE

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

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


REGISTERED                                                      $1,550,000,000

No. R-1                                                  CUSIP NO. 34527R GW 7



                       FORD CREDIT AUTO OWNER TRUST 2002-A

                CLASS A-2b FLOATING RATE ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-A, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE BILLION FIVE HUNDRED FIFTY MILLION
DOLLARS payable on each Distribution Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class A-2b Notes on such Distribution
Date from the Principal Distribution Account in respect of principal on the
Class A-2b Notes pursuant to Section 3.1 of the Indenture dated as of January 1,
2002 (as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), between the Issuer and JPMorgan Chase Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the May 2004 Distribution Date (the "Class
A-2b Final Scheduled Distribution Date") or the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

            The Issuer shall pay interest on this Note on each Distribution Date
at a per annum rate equal to the London interbank offered rate ("LIBOR") for
one-month U.S. Dollar deposits in Europe (determined as set forth in the
Indenture) on the applicable LIBOR Determination Date, in each case plus 0.10%
on the principal amount of this Note outstanding on the preceding Distribution
Date, after giving effect to all payments of principal made on the preceding
Distribution Date (provided, however, that interest shall accrue from the
Closing Date to the initial Distribution Date, and shall be payable on the
initial Distribution Date, at a per annum rate equal to 1.84125% on the original
principal amount outstanding on the Closing Date), subject to certain
limitations contained in Section 3.1 of the Indenture, until the principal of
this Note is paid or made available for payment. Interest on this Note will
accrue for each Distribution Date from and including the preceding Distribution
Date (or, in the case of the initial Distribution Date, from and including the
Closing Date) to but excluding such Distribution Date. Interest will be computed
on the basis of actual days elapsed and a 360-day year. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse side
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. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            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
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


               REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

<PAGE>

            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date set
forth below.

Date: January 16, 2002

                        FORD CREDIT AUTO OWNER TRUST 2002-A

                        By:  THE BANK OF NEW YORK,
                             not in its individual capacity but solely as Owner
                             Trustee of Ford Credit Auto Owner Trust 2002-A



                        By:_________________________________
                               Authorized Officer



                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-2b Notes designated above and referred to in the
within-mentioned Indenture.

Date: January 16, 2002

                        JPMORGAN CHASE BANK,
                        not in its individual capacity but
                        solely as Indenture Trustee


                        By: _________________________________
                               Authorized Officer


<PAGE>

                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b
Notes") which, together with the Issuer's Class A-1 1.82% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2a 2.39% Asset Backed Notes (the "Class A-2a
Notes" and, together with the Class A-2b Notes, the "Class A-2 Notes"), Class
A-3a 3.62% Asset Backed Notes (the "Class A-3a Notes"), Class A-3b Floating Rate
Asset Backed Notes (the "Class A-3b Notes" and, together with the Class A-3a
Notes, the "Class A-3 Notes"), Class A-4 4.36% Asset Backed Notes (the "Class
A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes, the "Class A Notes"), Class B 4.79% Asset Backed Notes (the
"Class B Notes") and Class C 5.43% Asset Backed Notes (the "Class C Notes" and,
together with the Class A Notes and the Class B Notes, the "Notes"), are issued
under the Indenture, to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

            The Class A-2b Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture. The
Class A-2b Notes are subordinated to the rights of the Swap Counterparties to
receive payments (other than Swap Termination Payments) pursuant to the Interest
Rate Swap Agreements. Interest on and principal of the Notes will be payable in
accordance with the priority of payments set forth in Section 8.2 of the
Indenture.

            Principal of the Class A-2b Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in February 2002.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the Class A-2b Final
Scheduled Distribution Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-2b Notes shall be made pro rata to the Noteholders
entitled thereto.

            Payments of interest on this Note on each Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000, or,
if not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Noteholders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

            The Issuer shall pay interest on overdue installments of interest at
the Class A-2b Rate to the extent lawful.

            As provided in the Indenture, the Class A Notes, the Class B Notes
and the Class C Notes may be redeemed, in whole but not in part, in the manner
and to the extent described in the Indenture and the Sale and Servicing
Agreement.

            The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

            Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            The obligations of the Issuer under the Indenture are solely the
obligations of the Issuer and shall not represent any obligation or interest in
any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

            THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

            The Issuer has entered into the Indenture and this Note is issued
with the intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income, single business
and franchise tax purposes as indebtedness of the Issuer.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

            The Indenture permits, with certain exceptions requiring the consent
of all Noteholders affected thereby as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights
of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the related Interest Rate Swap Agreements or
modifies the obligations of, or impairs the ability of the Issuer to fully
perform any of its obligations under such Interest Rate Swap Agreements. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders or
the Swap Counterparties provided certain conditions are satisfied. In addition,
the Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.

            The term "Issuer", as used in this Note, includes any successor to
the Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

            No reference herein to the Indenture, and no provision of this Note
or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of JPMorgan Chase Bank, in its individual
capacity, The Bank of New York, in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal or of interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Noteholder of this Note, by his acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Noteholder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

<PAGE>

                                   ASSIGNMENT


Social Security or taxpayer I.D. 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: _________________               ____________________________________*/
                                       Signature Guaranteed

                                       ____________________________________*/



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

*/   NOTICE: 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
     whatever. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in STAMP or such other
     "signature guarantee program" as may be determined by the Note Registrar
     in addition to, or in substitution for, STAMP, all in accordance with
     the Securities Exchange Act of 1934, as amended.



<PAGE>

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

                             FORM OF CLASS A-3a NOTE

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

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


REGISTERED                                                        $325,000,000

No. R-1                                                  CUSIP NO. 34527R GX 5



                       FORD CREDIT AUTO OWNER TRUST 2002-A

                       CLASS A-3a 3.62% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-A, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of THREE HUNDRED TWENTY FIVE MILLION
DOLLARS payable on each Distribution Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class A-3a Notes on such Distribution
Date from the Principal Distribution Account in respect of principal on the
Class A-3a Notes pursuant to Section 3.1 of the Indenture dated as of January 1,
2002 (as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), between the Issuer and JPMorgan Chase Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the January 2006 Distribution Date (the "Class
A-3a Final Scheduled Distribution Date") or the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

            The Issuer shall pay interest on this Note at the rate per annum
shown above on each Distribution Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Distribution Date from and including the fifteenth day of
the calendar month immediately preceding such Distribution Date (or, in the case
of the initial Distribution Date, from the Closing Date) to but excluding the
fifteenth day of the following calendar month. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and interest
on 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. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            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
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


              REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

<PAGE>



            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date set
forth below.

Date: January 16, 2002


                        FORD CREDIT AUTO OWNER TRUST 2002-A

                        By:  THE BANK OF NEW YORK,
                             not in its individual capacity but solely as Owner
                             Trustee of Ford Credit Auto Owner Trust 2002-A



                        By:  ____________________________________
                               Authorized Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-3a Notes designated above and referred to in the
within-mentioned Indenture.

Date: January 16, 2002

                        JPMORGAN CHASE BANK,
                        not in its individual capacity but
                        solely as Indenture Trustee


                        By:  ___________________________________
                               Authorized Officer




<PAGE>

                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3a 3.62% Asset Backed Notes (the "Class A-3a Notes"),
which, together with the Issuer's Class A-1 1.82% Asset Backed Notes (the "Class
A-1 Notes"), Class A-2a 2.39% Asset Backed Notes (the "Class A-2a Notes"), Class
A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes" and, together with
the Class A-2a Notes, the "Class A-2 Notes"), Class A-3b Floating Rate Asset
Backed Notes (the "Class A-3b Notes" and, together with the Class A-3a Notes,
the "Class A-3 Notes"), Class A-4 4.36% Asset Backed Notes (the "Class A-4
Notes" and, together with the Class A-1 Notes, the Class A-2 Notes and the Class
A-3 Notes, the "Class A Notes"), Class B 4.79% Asset Backed Notes (the "Class B
Notes") and Class C 5.43% Asset Backed Notes (the "Class C Notes" and, together
with the Class A Notes and the Class B Notes, the "Notes"), are issued under the
Indenture, to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Noteholders. The Notes
are subject to all terms of the Indenture.

            The Class A-3a Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture. The
Class A-3a Notes are subordinated to the rights of the Swap Counterparties to
receive payments (other than Swap Termination Payments) pursuant to the Interest
Rate Swap Agreements. Interest on and principal of the Notes will be payable in
accordance with the priority of payments set forth in Section 8.2 of the
Indenture.

            Principal of the Class A-3a Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in February 2002.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the Class A-3a Final
Scheduled Distribution Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-3a Notes shall be made pro rata to the Noteholders
entitled thereto.

            Payments of interest on this Note on each Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000, or,
if not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Noteholders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

            The Issuer shall pay interest on overdue installments of interest at
the Class A-3a Rate to the extent lawful.

            As provided in the Indenture, the Class A Notes, the Class B Notes
and the Class C Notes may be redeemed, in whole but not in part, in the manner
and to the extent described in the Indenture and the Sale and Servicing
Agreement.

            The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

            Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            The obligations of the Issuer under the Indenture are solely the
obligations of the Issuer and shall not represent any obligation or interest in
any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

            THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

            The Issuer has entered into the Indenture and this Note is issued
with the intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income, single business
and franchise tax purposes as indebtedness of the Issuer.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

            The Indenture permits, with certain exceptions requiring the consent
of all Noteholders affected thereby as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights
of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the related Interest Rate Swap Agreements or
modifies the obligations of, or impairs the ability of the Issuer to fully
perform any of its obligations under such Interest Rate Swap Agreements. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders or
the Swap Counterparties provided certain conditions are satisfied. In addition,
the Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.

            The term "Issuer", as used in this Note, includes any successor to
the Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

            No reference herein to the Indenture, and no provision of this Note
or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of JPMorgan Chase Bank, in its individual
capacity, The Bank of New York, in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal or of interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Noteholder of this Note, by his acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Noteholder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.


<PAGE>
                                   ASSIGNMENT



Social Security or taxpayer I.D. 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: _________________               ____________________________________*/
                                       Signature Guaranteed

                                       ____________________________________*/



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

*/   NOTICE: 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
     whatever. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in STAMP or such other
     "signature guarantee program" as may be determined by the Note Registrar
     in addition to, or in substitution for, STAMP, all in accordance with
     the Securities Exchange Act of 1934, as amended.




<PAGE>

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

                             FORM OF CLASS A-3b NOTE

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

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


REGISTERED                                                      $1,740,000,000

No. R-1                                                  CUSIP NO. 34527R GY 3



                       FORD CREDIT AUTO OWNER TRUST 2002-A

                CLASS A-3b FLOATING RATE ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-A, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE BILLION SEVEN HUNDRED FORTY MILLION
DOLLARS payable on each Distribution Date in an amount equal to the aggregate
amount, if any, payable to Noteholders of Class A-3b Notes on such Distribution
Date from the Principal Distribution Account in respect of principal on the
Class A-3b Notes pursuant to Section 3.1 of the Indenture dated as of January 1,
2002 (as from time to time amended, supplemented or otherwise modified and in
effect, the "Indenture"), between the Issuer and JPMorgan Chase Bank, a New York
corporation, as Indenture Trustee (in such capacity the "Indenture Trustee");
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the January 2006 Distribution Date (the "Class
A-3b Final Scheduled Distribution Date") or the Redemption Date, if any,
pursuant to Section 10.1 of the Indenture. Capitalized terms used but not
defined herein are defined in Article I of the Indenture, which also contains
rules as to construction that shall be applicable herein.

            The Issuer shall pay interest on this Note on each Distribution Date
at a per annum rate equal to the London interbank offered rate ("LIBOR") for
one-month U.S. Dollar deposits in Europe (determined as set forth in the
Indenture) on the applicable LIBOR Determination Date, in each case plus 0.12%
on the principal amount of this Note outstanding on the preceding Distribution
Date, after giving effect to all payments of principal made on the preceding
Distribution Date (provided, however, that interest shall accrue from the
Closing Date to the initial Distribution Date, and shall be payable on the
initial Distribution Date, at a per annum rate equal to 1.86125% on the original
principal amount outstanding on the Closing Date), subject to certain
limitations contained in Section 3.1 of the Indenture, until the principal of
this Note is paid or made available for payment. Interest on this Note will
accrue for each Distribution Date from and including the preceding Distribution
Date (or, in the case of the initial Distribution Date, from and including the
Closing Date) to but excluding such Distribution Date. Interest will be computed
on the basis of actual days elapsed and a 360-day year. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse side
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. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            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
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


               REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<PAGE>

            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date set
forth below.

Date: January 16, 2002

                        FORD CREDIT AUTO OWNER TRUST 2002-A

                        By:  THE BANK OF NEW YORK,
                             not in its individual capacity but solely as Owner
                             Trustee of Ford Credit Auto Owner Trust 2002-A



                        By:  ________________________________
                               Authorized Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-3b Notes designated above and referred to in the
within-mentioned Indenture.

Date: January 16, 2002

                        JPMORGAN CHASE BANK,
                        not in its individual capacity but
                        solely as Indenture Trustee




                        By:  ___________________________________
                               Authorized Officer




<PAGE>

                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3b Floating Rate Asset Backed Notes (the "Class A-3b
Notes"), which, together with the Issuer's Class A-1 1.82% Asset Backed Notes
(the "Class A-1 Notes"), Class A-2a 2.39% Asset Backed Notes (the "Class A-2a
Notes"), Class A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes"
and, together with the Class A-2a Notes, the "Class A-2 Notes"), Class A-3a
3.62% Asset Backed Notes (the "Class A-3a Notes" and, together with the Class
A-3b Notes, the "Class A-3 Notes"), Class A-4 4.36% Asset Backed Notes (the
"Class A-4 Notes" and, together with the Class A-1 Notes, the Class A-2 Notes
and the Class A-3 Notes, the "Class A Notes"), Class B 4.79% Asset Backed Notes
(the "Class B Notes") and Class C 5.43% Asset Backed Notes (the "Class C Notes"
and, together with the Class A Notes and the Class B Notes, the "Notes"), are
issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

            The Class A-3b Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture. The
Class A-3b Notes are subordinated to the rights of the Swap Counterparties to
receive payments (other than Swap Termination Payments) pursuant to the Interest
Rate Swap Agreements. Interest on and principal of the Notes will be payable in
accordance with the priority of payments set forth in Section 8.2 of the
Indenture.

            Principal of the Class A-3b Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in February 2002.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the Class A-3b Final
Scheduled Distribution Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-3b Notes shall be made pro rata to the Noteholders
entitled thereto.

            Payments of interest on this Note on each Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000, or,
if not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Noteholders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

            The Issuer shall pay interest on overdue installments of interest at
the Class A-3b Rate to the extent lawful.

            As provided in the Indenture, the Class A Notes, the Class B Notes
and the Class C Notes may be redeemed, in whole but not in part, in the manner
and to the extent described in the Indenture and the Sale and Servicing
Agreement.

            The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

            Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            The obligations of the Issuer under the Indenture are solely the
obligations of the Issuer and shall not represent any obligation or interest in
any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

            THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

            The Issuer has entered into the Indenture and this Note is issued
with the intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income, single business
and franchise tax purposes as indebtedness of the Issuer.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

            The Indenture permits, with certain exceptions requiring the consent
of all Noteholders affected thereby as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights
of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the related Interest Rate Swap Agreements or
modifies the obligations of, or impairs the ability of the Issuer to fully
perform any of its obligations under such Interest Rate Swap Agreements. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders or
the Swap Counterparties provided certain conditions are satisfied. In addition,
the Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.

            The term "Issuer", as used in this Note, includes any successor to
the Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

            No reference herein to the Indenture, and no provision of this Note
or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of JPMorgan Chase Bank, in its individual
capacity, The Bank of New York, in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal or of interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Noteholder of this Note, by his acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Noteholder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

<PAGE>
                                   ASSIGNMENT



Social Security or taxpayer I.D. 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: _________________               ____________________________________*/
                                       Signature Guaranteed

                                       ____________________________________*/



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

*/   NOTICE: 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
     whatever. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in STAMP or such other
     "signature guarantee program" as may be determined by the Note Registrar
     in addition to, or in substitution for, STAMP, all in accordance with
     the Securities Exchange Act of 1934, as amended.



<PAGE>



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

                             FORM OF CLASS A-4 NOTE

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

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


REGISTERED                                                        $606,480,000

No. R-1                                                  CUSIP NO. 34527R GZ 0



                       FORD CREDIT AUTO OWNER TRUST 2002-A

                       CLASS A-4 4.36% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-A, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of SIX HUNDRED SIX MILLION FOUR HUNDRED
EIGHTY THOUSAND DOLLARS payable on each Distribution Date in an amount equal to
the aggregate amount, if any, payable to Noteholders of Class A-4 Notes on such
Distribution Date from the Principal Distribution Account in respect of
principal on the Class A-4 Notes pursuant to Section 3.1 of the Indenture dated
as of January 1, 2002 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and JPMorgan Chase
Bank, a New York corporation, as Indenture Trustee (in such capacity the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the September 2006
Distribution Date (the "Class A-4 Final Scheduled Distribution Date") or the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable herein.

            The Issuer shall pay interest on this Note at the rate per annum
shown above on each Distribution Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Distribution Date from and including the fifteenth day of
the calendar month immediately preceding such Distribution Date (or, in the case
of the initial Distribution Date, from the Closing Date) to but excluding the
fifteenth day of the following calendar month. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and interest
on 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. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            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
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


               REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<PAGE>

            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date set
forth below.

Date: January 16, 2002

                        FORD CREDIT AUTO OWNER TRUST 2002-A

                        By: THE BANK OF NEW YORK,
                            not in its individual capacity but solely as Owner
                            Trustee of Ford Credit Auto Owner Trust 2002-A



                        By:  __________________________________
                               Authorized Officer



                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class A-4 Notes designated above and referred to in the
within-mentioned Indenture.

Date: January 16, 2002

                        JPMORGAN CHASE BANK,
                        not in its individual capacity but
                        solely as Indenture Trustee



                        By:  __________________________________
                               Authorized Officer


<PAGE>


                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-4 4.36% Asset Backed Notes (the "Class A-4 Notes"),
which, together with the Issuer's Class A-1 1.82% Asset Backed Notes (the "Class
A-1 Notes"), Class A-2a 2.39% Asset Backed Notes (the "Class A-2a Notes"), Class
A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes" and, together with
the Class A-2a Notes, the "Class A-2 Notes"), Class A-3a 3.62% Asset Backed
Notes (the "Class A-3a Notes"), Class A-3b Floating Rate Asset Backed Notes (the
"Class A-3b Notes" and, together with the Class A-3a Notes, the "Class A-3
Notes" and, such Class A-3 Notes, together with the Class A-1 Notes, the Class
A-2 Notes and the Class A-4 Notes, the "Class A Notes"), Class B 4.79% Asset
Backed Notes (the "Class B Notes") and Class C 5.43% Asset Backed Notes (the
"Class C Notes" and, together with the Class A Notes and the Class B Notes, the
"Notes"), are issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture.

            The Class A-4 Notes are and will be equally and ratably secured by
the collateral pledged as security therefor as provided in the Indenture. The
Class A-4 Notes are subordinated to the rights of the Swap Counterparties to
receive payments (other than Swap Termination Payments) pursuant to the Interest
Rate Swap Agreements. Interest on and principal of the Notes will be payable in
accordance with the priority of payments set forth in Section 8.2 of the
Indenture.

            Principal of the Class A-4 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such day is not a Business
Day, the next succeeding Business Day, commencing in February 2002.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the Class A-4 Final
Scheduled Distribution Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Class A Notes have declared the Notes to be immediately due and
payable in the manner provided in Section 5.2 of the Indenture. All principal
payments on the Class A-4 Notes shall be made pro rata to the Noteholders
entitled thereto.

            Payments of interest on this Note on each Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000, or,
if not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Noteholders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

            The Issuer shall pay interest on overdue installments of interest at
the Class A-4 Rate to the extent lawful.

            As provided in the Indenture, the Class A Note, the Class B Notes
and the Class C Notes may be redeemed, in whole but not in part, in the manner
and to the extent described in the Indenture and the Sale and Servicing
Agreement.

            The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

            Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            The obligations of the Issuer under the Indenture are solely the
obligations of the Issuer and shall not represent any obligation or interest in
any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

            THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

            The Issuer has entered into the Indenture and this Note is issued
with the intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income, single business
and franchise tax purposes as indebtedness of the Issuer.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

            The Indenture permits, with certain exceptions requiring the consent
of all Noteholders affected thereby as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights
of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the related Interest Rate Swap Agreements or
modifies the obligations of, or impairs the ability of the Issuer to fully
perform any of its obligations under such Interest Rate Swap Agreements. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders or
the Swap Counterparties provided certain conditions are satisfied. In addition,
the Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.

            The term "Issuer", as used in this Note, includes any successor to
the Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions.

            No reference herein to the Indenture, and no provision of this Note
or of the Indenture, shall alter or impair the obligation of the Issuer, which
is absolute and unconditional, to pay the principal of and interest on this Note
at the times, place and rate, and in the coin or currency herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of JPMorgan Chase Bank, in its individual
capacity, The Bank of New York, in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal or of interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Noteholder of this Note, by his acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Noteholder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.


<PAGE>
                                   ASSIGNMENT



Social Security or taxpayer I.D. 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: _________________               ____________________________________*/
                                       Signature Guaranteed

                                       ____________________________________*/



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

*/   NOTICE: 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
     whatever. Such signature must be guaranteed by an "eligible guarantor
     institution" meeting the requirements of the Note Registrar, which
     requirements include membership or participation in STAMP or such other
     "signature guarantee program" as may be determined by the Note Registrar
     in addition to, or in substitution for, STAMP, all in accordance with
     the Securities Exchange Act of 1934, as amended.


<PAGE>


                                                                     EXHIBIT B
                                                                     ---------

                              FORM OF CLASS B NOTE


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

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


REGISTERED                                                        $173,570,000

No. R-1                                                 CUSIP NO.  34527R HA 4


                       FORD CREDIT AUTO OWNER TRUST 2002-A

                        CLASS B 4.79% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-A, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED SEVENTY THREE MILLION FIVE
HUNDRED SEVENTY THOUSAND DOLLARS payable on each Distribution Date in an amount
equal to the aggregate amount, if any, payable to Noteholders of Class B Notes
on such Distribution Date from the Principal Distribution Account in respect of
principal on the Class B Notes pursuant to Section 3.1 of the Indenture dated as
of January 1, 2002 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and JPMorgan Chase
Bank, a New York corporation, as Indenture Trustee (in such capacity the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the November 2006
Distribution Date (the "Class B Final Scheduled Distribution Date") or the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable herein.

            The Issuer shall pay interest on this Note at the rate per annum
shown above on each Distribution Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Distribution Date from and including the fifteenth day of
the calendar month immediately preceding such Distribution Date (or, in the case
of the initial Distribution Date, from the Closing Date) to but excluding the
fifteenth day of the following calendar month. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and interest
on 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. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            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
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


               REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.

<PAGE>

            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date set
forth below.

Date: January 16, 2002

                        FORD CREDIT AUTO OWNER TRUST 2002-A

                        By: THE BANK OF NEW YORK,
                            not in its individual capacity but solely as Owner
                            Trustee of Ford Credit Auto Owner Trust 2002-A



                        By: ____________________________________
                               Authorized Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes designated above and referred to in the
within-mentioned Indenture.

Date: January 16, 2002

                        JPMORGAN CHASE BANK,
                        not in its individual capacity but
                        solely as Indenture Trustee




                        By: ____________________________________
                               Authorized Officer



<PAGE>
                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class B 4.79% Asset Backed Notes (the "Class B Notes"), which,
together with the Issuer's Class A-1 1.82% Asset Backed Notes (the "Class A-1
Notes"), Class A-2a 2.39% Asset Backed Notes (the "Class A-2a Notes"), Class
A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes" and, together with
the Class A-2a Notes, the "Class A-2 Notes"), Class A-3a 3.62% Asset Backed
Notes (the "Class A-3a Notes"), Class A-3b Floating Rate Asset Backed Notes (the
"Class A-3b Notes" and, together with the Class A-3a Notes, the "Class A-3
Notes"), Class A-4 4.36% Asset Backed Notes (the "Class A-4 Notes" and, together
with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the
"Class A Notes") and the Class C 5.43% Asset Backed Notes (the "Class C Notes"
and, together with the Class A Notes and the Class B Notes, the "Notes"), are
issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

            The Class B Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The Class
B Notes are subordinated in right of payment to the Class A Notes and to amounts
payable to the Swap Counterparties pursuant to the Interest Rate Swap Agreements
as and to the extent provided in the Indenture.

            Principal of the Class B Notes will be payable on each Distribution
Date in an amount described on the face hereof. "Distribution Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in February 2002.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the Class B Final
Scheduled Distribution Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Controlling Note Class have declared the Notes to be immediately
due and payable in the manner provided in Section 5.2 of the Indenture. All
principal payments on the Class B Notes shall be made pro rata to the
Noteholders entitled thereto.

            Payments of interest on this Note on each Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000, or,
if not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Noteholders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

            The Issuer shall pay interest on overdue installments of interest at
the Class B Rate to the extent lawful.

            As provided in the Indenture, the Class A Notes, the Class B Notes
and the Class C Notes may be redeemed, in whole but not in part, in the manner
and to the extent described in the Indenture and the Sale and Servicing
Agreement.

            The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

            Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            The obligations of the Issuer under the Indenture are solely the
obligations of the Issuer and shall not represent any obligation or interest in
any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

            THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

            The Issuer has entered into the Indenture and this Note is issued
with the intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income, single business
and franchise tax purposes as indebtedness of the Issuer; provided, that the
Issuer and each Noteholder agree that in the event the Class B Notes were
recharacterized as an equity interest in the Issuer, the allocation provisions
of the Trust Agreement would apply.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

            The Indenture permits, with certain exceptions requiring the consent
of all Noteholders affected thereby as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights
of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the related Interest Rate Swap Agreements or
modifies the obligations of, or impairs the ability of the Issuer to fully
perform any of its obligations under such Interest Rate Swap Agreements. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders or
the Swap Counterparties provided certain conditions are satisfied. In addition,
the Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.

            The term "Issuer", as used in this Note, includes any successor to
the Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions. No reference herein to the Indenture, and no
provision of this Note or of the Indenture, shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or currency
herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of JPMorgan Chase Bank, in its individual
capacity, The Bank of New York, in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal or of interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Noteholder of this Note, by his acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Noteholder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.

<PAGE>

                                   ASSIGNMENT



Social Security or taxpayer I.D. 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: _________________               ____________________________________*/
                                       Signature Guaranteed

                                       ____________________________________*/



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

*/  NOTICE: 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 whatever. Such
    signature must be guaranteed by an "eligible guarantor institution" meeting
    the requirements of the Note Registrar, which requirements include
    membership or participation in STAMP or such other "signature guarantee
    program" as may be determined by the Note Registrar in addition to, or in
    substitution for, STAMP, all in accordance with the Securities Exchange Act
    of 1934, as amended.



<PAGE>


                                                                     EXHIBIT C
                                                                     ---------

                              FORM OF CLASS C NOTE


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

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


REGISTERED                                                        $115,716,000

No. R-1                                                  CUSIP NO. 34527R HB 2


                       FORD CREDIT AUTO OWNER TRUST 2002-A

                        CLASS C 5.43% ASSET BACKED NOTES

            Ford Credit Auto Owner Trust 2002-A, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of ONE HUNDRED FIFTEEN MILLION SEVEN
HUNDRED SIXTEEN THOUSAND DOLLARS payable on each Distribution Date in an amount
equal to the aggregate amount, if any, payable to Noteholders of Class C Notes
on such Distribution Date from the Principal Distribution Account in respect of
principal on the Class C Notes pursuant to Section 3.1 of the Indenture dated as
of January 1, 2002 (as from time to time amended, supplemented or otherwise
modified and in effect, the "Indenture"), between the Issuer and JPMorgan Chase
Bank, a New York corporation, as Indenture Trustee (in such capacity the
"Indenture Trustee"); provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the January 2007
Distribution Date (the "Class C Final Scheduled Distribution Date") or the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture. Capitalized
terms used but not defined herein are defined in Article I of the Indenture,
which also contains rules as to construction that shall be applicable herein.

            The Issuer shall pay interest on this Note at the rate per annum
shown above on each Distribution Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in Section 3.1 of the Indenture. Interest on this Note
will accrue for each Distribution Date from and including the fifteenth day of
the calendar month immediately preceding such Distribution Date (or, in the case
of the initial Distribution Date, from the Closing Date) to but excluding the
fifteenth day of the following calendar month. Interest will be computed on the
basis of a 360-day year of twelve 30-day months. Such principal of and interest
on 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. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            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
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


               REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.


<PAGE>

            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date set
forth below.

Date: January 16, 2002

                        FORD CREDIT AUTO OWNER TRUST 2002-A

                        By:  THE BANK OF NEW YORK,
                             not in its individual capacity but solely as Owner
                             Trustee of Ford Credit Auto Owner Trust 2002-A



                        By:  ___________________________________
                               Authorized Officer


                  TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class C Notes designated above and referred to in the
within-mentioned Indenture.

Date: January 16, 2002

                        JPMORGAN CHASE BANK,
                        not in its individual capacity but
                        solely as Indenture Trustee



                        By:  ___________________________________
                               Authorized Officer



<PAGE>
                                 REVERSE OF NOTE

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class C 5.43% Asset Backed Notes (the "Class C Notes"), which,
together with the Issuer's Class A-1 1.82% Asset Backed Notes (the "Class A-1
Notes"), Class A-2a 2.39% Asset Backed Notes (the "Class A-2a Notes"), Class
A-2b Floating Rate Asset Backed Notes (the "Class A-2b Notes" and, together with
the Class A-2a Notes, the "Class A-2 Notes"), Class A-3a 3.62% Asset Backed
Notes (the "Class A-3a Notes"), Class A-3b Floating Rate Asset Backed Notes (the
"Class A-3b Notes" and, together with the Class A-3a Notes, the "Class A-3
Notes"), Class A-4 4.36% Asset Backed Notes (the "Class A-4 Notes" and, together
with the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, the
"Class A Notes") and the Class B 4.79% Asset Backed Notes (the "Class B Notes"
and, together with the Class A Notes and the Class C Notes, the "Notes"), are
issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Noteholders.
The Notes are subject to all terms of the Indenture.

            The Class C Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture. The Class
C Notes are subordinated in right of payment to the Class A Notes, the Class B
Notes and to amounts payable to the Swap Counterparties pursuant to the Interest
Rate Swap Agreements as and to the extent provided in the Indenture.

            Principal of the Class C Notes will be payable on each Distribution
Date in an amount described on the face hereof. "Distribution Date" means the
fifteenth day of each month, or, if any such day is not a Business Day, the next
succeeding Business Day, commencing in February 2002.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the Class C Final
Scheduled Distribution Date or the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing and the Indenture Trustee
or the Noteholders of Notes evidencing not less than a majority of the principal
amount of the Controlling Note Class have declared the Notes to be immediately
due and payable in the manner provided in Section 5.2 of the Indenture. All
principal payments on the Class C Notes shall be made pro rata to the
Noteholders entitled thereto.

            Payments of interest on this Note on each Distribution Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made to the Person whose name appears as the
Registered Noteholder of the Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date either by wire transfer
in immediately available funds, to the account of such Noteholder at a bank or
other entity having appropriate facilities therefor, if such Noteholder shall
have provided to the Note Registrar appropriate written instructions at least
five (5) Business Days prior to such Distribution Date and such Noteholder's
Notes in the aggregate evidence a denomination of not less than $1,000,000, or,
if not, by check mailed first-class postage prepaid to such Person's address as
it appears on the Note Register on such Record Date; provided that, unless
Definitive Notes have been issued to Note Owners, with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such payments will be made without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Noteholders of this Note and
of any Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to
be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Noteholder hereof as of the Record Date preceding
such Distribution Date by notice mailed or transmitted by facsimile prior to
such Distribution Date, and the amount then due and payable shall be payable
only upon presentation and surrender of this Note at the Indenture Trustee's
principal Corporate Trust Office or at the office of the Indenture Trustee's
agent appointed for such purposes located in The City of New York.

            The Issuer shall pay interest on overdue installments of interest at
the Class C Rate to the extent lawful.

            As provided in the Indenture, the Class A Notes, the Class B Notes
and the Class C Notes may be redeemed, in whole but not in part, in the manner
and to the extent described in the Indenture and the Sale and Servicing
Agreement.

            The transfer of this Note is subject to the restrictions on transfer
specified on the face hereof and to the other limitations set forth in the
Indenture. Subject to the satisfaction of such restrictions and limitations, the
transfer of this Note may be registered on the Note Register upon surrender of
this Note for registration of transfer at the office or agency designated by the
Issuer pursuant to the Indenture, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Noteholder hereof or such Noteholder's attorney duly authorized
in writing, with such signature guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar, and thereupon one
or more new Notes of the same Class in authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

            Each Noteholder or Note Owner, by its acceptance of a Note or, in
the case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee,
each in its individual capacity, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee, each in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assign of the Indenture Trustee
or the Owner Trustee, each in its individual capacity, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity.

            The obligations of the Issuer under the Indenture are solely the
obligations of the Issuer and shall not represent any obligation or interest in
any assets of the Seller other than the Trust Property conveyed to the Issuer
pursuant to Article II of the Sale and Servicing Agreement. Each Noteholder and
Note Owner acknowledge and agree that they shall have no right, title or
interest in or to any Other Assets of the Seller. To the extent that,
notwithstanding the agreements and provisions contained in the preceding
sentence, such Noteholder or Note Owner either (i) asserts an interest or claim
to, or benefit from, Other Assets, or (ii) is deemed to have any such interest,
claim to, or benefit in or from Other Assets, whether by operation of law, legal
process, pursuant to applicable provisions of insolvency laws or otherwise
(including by virtue of Section 1111(b) of the Bankruptcy Code or any successor
provision having similar effect under the Bankruptcy Code), then such Noteholder
or Note Owner further acknowledges and agrees that any such interest, claim or
benefit in or from Other Assets is and shall be expressly subordinated to the
indefeasible payment in full, which, under the terms of the relevant documents
relating to the securitization or conveyance of such Other Assets, are entitled
to be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distributions or application
under applicable law, including insolvency laws, and whether or not asserted
against the Seller), including the payment of post-petition interest on such
other obligations and liabilities.

            THIS SUBORDINATION AGREEMENT SHALL BE DEEMED A SUBORDINATION
AGREEMENT WITHIN THE MEANING OF SECTION 510(A) OF THE BANKRUPTCY CODE.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Seller or the Issuer, or join in any
institution against the Seller or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or State bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the other Basic Documents.

            The Issuer has entered into the Indenture and this Note is issued
with the intention that, for federal, State and local income, and franchise tax
purposes, the Notes will qualify as indebtedness of the Issuer secured by the
Indenture Trust Estate. Each Noteholder, by its acceptance of a Note (and each
Note Owner by its acceptance of a beneficial interest in a Note), will be deemed
to agree to treat the Notes for federal, State and local income, single business
and franchise tax purposes as indebtedness of the Issuer; provided, that the
Issuer and each Noteholder agree that in the event the Class C Notes were
recharacterized as an equity interest in the Issuer, the allocation provisions
of the Trust Agreement would apply.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note be
overdue, and none of the Issuer, the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

            The Indenture permits, with certain exceptions requiring the consent
of all Noteholders affected thereby as therein provided, the amendment thereof
and the modification of the rights and obligations of the Issuer and the rights
of the Noteholders under the Indenture at any time by the Issuer with the
consent of the Noteholders of Notes evidencing not less than a majority of the
principal amount of the Controlling Note Class and with the consent of the Swap
Counterparties if such amendment adversely affects the rights or obligations of
the Swap Counterparties under the related Interest Rate Swap Agreements or
modifies the obligations of, or impairs the ability of the Issuer to fully
perform any of its obligations under such Interest Rate Swap Agreements. The
Indenture also permits the Indenture Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Noteholders or
the Swap Counterparties provided certain conditions are satisfied. In addition,
the Indenture contains provisions permitting the Noteholders of Notes evidencing
specified percentages of the principal amount of the Notes Outstanding or of the
Controlling Note Class, on behalf of all Noteholders, to waive compliance by the
Issuer with certain provisions of the Indenture and certain past defaults under
the Indenture and their consequences. Any such consent or waiver by the
Noteholder of this Note (or any one or more Predecessor Notes) shall be
conclusive and binding upon such Noteholder and upon all future Noteholders of
this Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note.

            The term "Issuer", as used in this Note, includes any successor to
the Issuer under the Indenture.

            The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Indenture
Trustee and the Noteholders under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note and the Indenture shall be governed by, and construed in
accordance with the laws of the State of New York, without reference to its
conflicts of law provisions. No reference herein to the Indenture, and no
provision of this Note or of the Indenture, shall alter or impair the obligation
of the Issuer, which is absolute and unconditional, to pay the principal of and
interest on this Note at the times, place and rate, and in the coin or currency
herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of JPMorgan Chase Bank, in its individual
capacity, The Bank of New York, in its individual capacity, any owner of a
beneficial interest in the Issuer, or any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or assigns
shall be personally liable for, nor shall recourse be had to any of them for,
the payment of principal or of interest on this Note or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in the Indenture. The Noteholder of this Note, by his acceptance
hereof, agrees that, except as expressly provided in the Basic Documents, in the
case of an Event of Default under the Indenture, the Noteholder shall have no
claim against any of the foregoing for any deficiency, loss or claim therefrom;
provided, however, that nothing contained herein shall be taken to prevent
recourse to, and enforcement against, the assets of the Issuer for any and all
liabilities, obligations and undertakings contained in the Indenture or in this
Note.


<PAGE>


                                   ASSIGNMENT


Social Security or taxpayer I.D. 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: _________________               ____________________________________*/
                                       Signature Guaranteed

                                       ____________________________________*/



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

*/  NOTICE: 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 whatever. Such
    signature must be guaranteed by an "eligible guarantor institution" meeting
    the requirements of the Note Registrar, which requirements include
    membership or participation in STAMP or such other "signature guarantee
    program" as may be determined by the Note Registrar in addition to, or in
    substitution for, STAMP, all in accordance with the Securities Exchange Act
    of 1934, as amended.


<PAGE>



                                                                     EXHIBIT D
                                                                     ---------


                        FORM OF NOTE DEPOSITORY AGREEMENT







                                                                    SCHEDULE A
                                                                    ----------


                             Schedule of Receivables
                           -----------------------


               Provided to the Indenture Trustee at the Closing










                                                                    APPENDIX A
                                                                    ----------


                              Definitions and Usage
                            ---------------------


                                  See Tab [14]