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                                                                     EXHIBIT 4.5

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                            SERIES 2000-A SUPPLEMENT




                                      Among



                          U.S. AUTO RECEIVABLES COMPANY



                        CHRYSLER FINANCIAL COMPANY L.L.C.




                                       and



                        THE BANK OF NEW YORK, as Trustee





                            Dated as of April 4, 2000










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                                TABLE OF CONTENTS
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<S>          <C>                                                                                                <C>
                                                    ARTICLE I

                                    Creation of the Series 2000-A Certificates



SECTION 1.01. Designation                                                                                         1

                                                    ARTICLE II

                                                    Definitions
SECTION 2.01. Definitions                                                                                         1

                                                    ARTICLE III

                                                   Servicing Fee


SECTION 3.01. Servicing Compensation.                                                                            16



                                                    ARTICLE IV

             Rights of Series 2000-A Certificateholders and Allocation and Application of Collections

SECTION 4.01. Allocations; Payments to Seller; Excess Principal Collections and
              Unallocated Principal Collections.                                                                 17
SECTION 4.02. Monthly Interest.                                                                                  19
SECTION 4.03. Determination of Monthly Principal.                                                                20
SECTION 4.04. Establishment of Reserve Fund and Funding Accounts.                                                20
SECTION 4.05. Deficiency Amount.                                                                                 22
SECTION 4.06. Application of Investor Non-Principal Collections, Investment Proceeds
              and Available Investor Principal Collections.                                                      23
SECTION 4.07. Distributions to Series 2000-A Certificateholders.                                                 24
SECTION 4.08. Application of Reserve Fund and Available Subordinated Amount.                                     25
SECTION 4.09. Investor Charge-Offs.                                                                              27
SECTION 4.10. Excess Servicing.                                                                                  27
SECTION 4.11. Excess Principal Collections.                                                                      27
SECTION 4.12. Excess Funding Account.                                                                            28
SECTION 4.13. Accumulation Period Length; Accumulation Period Commencement
              Date.                                                                                              29

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<TABLE>


<S>          <C>                                                                                               <C>
                                                     ARTICLE V


                           Distributions and Reports to Series 2000-A Certificateholders




SECTION 5.01. Distributions.                                                                                     29
SECTION 5.02. Reports and Statements to Series 2000-A Certificateholders.                                        30

                                                    ARTICLE VI


                                                Amortization Events


SECTION 6.01. Additional Amortization Events.                                                                    30

                                                    ARTICLE VII


                                                Optional Repurchase


SECTION 7.01. Optional Repurchase.                                                                               32

                                                   ARTICLE VIII


                                                Final Distributions


SECTION 8.01. Sale of Certificateholders' Interest Pursuant to Section 2.                                        33
SECTION 8.02. Distribution of Proceeds of Sale, Disposition or Liquidation of the
              Receivables Pursuant to Section 9.                                                                 34


                                                    ARTICLE IX


                                             Miscellaneous Provisions


SECTION 9.01. Certain Permitted Actions, Amendments to the Agreement; Additional
              Covenants                                                                                          35
SECTION 9.02. Ratification of Agreement.                                                                         39
SECTION 9.03. Counterparts.                                                                                      39
SECTION 9.04. Dealer Concentrations.                                                                             39
SECTION 9.05. The Certificates.                                                                                  39
SECTION 9.06. GOVERNING LAW.                                                                                     39

EXHIBIT A     Form of Series 2000-A Certificate.                                                                A-1

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                                                     SERIES 2000-A SUPPLEMENT
                                            dated as of April 4, 2000 (the
                                            "Series Supplement"), among U.S.
                                            AUTO RECEIVABLES COMPANY, a Delaware
                                            corporation, as Seller, CHRYSLER
                                            FINANCIAL COMPANY L.L.C., a Michigan
                                            limited liability company, as
                                            Servicer, and THE BANK OF NEW YORK,
                                            a New York banking corporation, as
                                            Trustee.


         Pursuant to the Pooling and Servicing Agreement dated as of May 31,
1991, as assigned by Chrysler Auto Receivables Company ("CARCO") to the Seller
on August 8, 1991 (as assigned, amended and supplemented, the "Agreement"),
among the Seller, Chrysler Credit Corporation, which has been succeeded by
Chrysler Financial Company L.L.C., as Servicer, and Manufacturer and Traders
Trust Company, which has been succeeded by The Bank of New York, as Trustee,
CARCO has created and assigned to the Seller the CARCO Auto Loan Master Trust
(the "Trust"). Section 6.03 of the Agreement provides that the Seller may from
time to time direct the Trustee to issue, on behalf of the Trust, one or more
new Series of Investor Certificates representing fractional undivided interests
in the Trust. The Principal Terms of any new Series are to be set forth in a
Supplement to the Agreement.

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

                                   ARTICLE I

                   Creation of the Series 2000-A Certificates

         SECTION 1.1. Designation.

              (a) There is hereby created a Series of Investor Certificates to
be issued pursuant to the Agreement and this Series Supplement to be known as
the "Floating Rate Auto Loan Asset Backed Certificates, Series 2000-A".

              (b) In the event that any term or provision contained herein shall
conflict with or be inconsistent with any term or provision contained in the
Agreement, the terms and provisions of this Series Supplement shall govern.

                                   ARTICLE II

                                   Definitions

         SECTION 2.1. Definitions.






<PAGE>   5


              (a) Whenever used in this Series Supplement the following words
and phrases shall have the following meanings.

         "Accumulation Period" shall mean, unless an Early Amortization Event
shall have occurred prior thereto (other than an Early Amortization Event which
has resulted in an Early Amortization Period which has ended as described in
clause (c) or clause (d) of the definition thereof in this Series Supplement),
the period commencing on the Accumulation Period Commencement Date and ending
upon the first to occur of (a) the commencement of an Early Amortization Period
(other than an Early Amortization Period which has ended as described in clause
(c) or clause (d) of the definition thereof in this Series Supplement) and (b)
the payment in full to Series 2000-A Certificateholders of the outstanding
principal amount of the Series 2000-A Certificates.

         "Accumulation Period Commencement Date" shall mean the first day of the
Collection Period upon which the number of full Collection Periods remaining
until the Series 2000-A Expected Payment Date first equals the Accumulation
Period Length; provided, however, that, if at any time after the September 2002
Distribution Date, any other outstanding Series (other than any Excluded Series)
shall have entered into a reinvestment period or an early amortization period,
the Accumulation Period Commencement Date shall be the earlier of (i) the date
that such outstanding Series shall have entered into its reinvestment period or
early amortization period and (ii) the Accumulation Period Commencement Date as
previously determined. If the Accumulation Period Length is one month, two
months, three months, four months or five months, the Accumulation Period
Commencement Date shall mean the first day of the February 2003 Collection
Period, the January 2003 Collection Period, the December 2002 Collection Period,
the November 2002 Collection Period or the October 2002 Collection Period,
respectively.

         "Accumulation Period Length" shall mean a period which is one, two,
three, four or five month(s) long and is calculated as of the September 2002
Distribution Date and each Distribution Date thereafter that occurs prior to the
Accumulation Period Commencement Date, as the lesser of (i) the number of full
Collection Periods between such Distribution Date and the Series 2000-A Expected
Payment Date and (ii) the product, rounded upwards to the nearest integer not
greater than five, of (a) one divided by the lowest Monthly Payment Rate during
the last 12 months and (b) a fraction, the numerator of which is the sum of (i)
the Invested Amount as of such Distribution Date (after giving effect to all
changes therein on such date) and (ii) the invested amounts of all other Series
(other than any Excluded Series) currently in their amortization or accumulation
periods or scheduled to be in their amortization or accumulation periods by the
Series 2000-A Expected Payment Date as of such Distribution Date (after giving
effect to all changes therein on such date) and the denominator of which is the
sum of the Invested Amount as of such Distribution Date (after giving effect to
all changes therein on such date) and the invested amounts as of such
Distribution Date (after giving effect to all changes therein on such date) of
all other outstanding Series (other than any Excluded Series) which are
scheduled to be outstanding on the Series 2000-A Expected Payment Date.

         "Additional Carry-over Amount" shall have the meaning specified in
Section 4.02 (b).

         "Additional Interest" shall have the meaning specified in Section
4.02(a).







                                       5



<PAGE>   6



         "Adjusted Invested Amount" shall mean, with respect to Series 2000-A
for any Collection Period, an amount equal to the sum of (a) the Initial
Invested Amount of the Series 2000-A Certificates on the Determination Date
occurring in such Collection Period, minus the excess, if any, of the aggregate
amount of Investor Charge-Offs for all Distribution Dates preceding such date
over the aggregate amount of any reimbursements of Investor Charge-Offs for all
Distribution Dates preceding such date and (b) the applicable Available
Subordinated Amount, if any, on the Determination Date occurring in such
Collection Period (in each case, after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution Date
following the Determination Date during the Collection Period in which such date
occurs).

         "Allocable Defaulted Amount" shall mean, with respect to any Collection
Period, the product of (a) the Series 2000-A Allocation Percentage with respect
to such Collection Period and (b) the Defaulted Amount with respect to such
Collection Period.

         "Allocable Miscellaneous Payments" shall mean, with respect to any
Distribution Date, the product of (a) the Series 2000-A Allocation Percentage
for the related Collection Period and (b) Miscellaneous Payments with respect to
the related Collection Period.

         "Allocable Non-Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series 2000-A Allocation Percentage for the
related Collection Period and (b) the aggregate amount of Collections of
Non-Principal Receivables relating to such Deposit Date.

         "Allocable Principal Collections" shall mean, with respect to any
Deposit Date, the product of (a) the Series 2000-A Allocation Percentage for the
related Collection Period and (b) the aggregate amount of Collections in respect
of Principal Receivables relating to such Deposit Date.

         "Assets Receivables Rate" shall mean, with respect to any Interest
Period, an amount equal to the product of (a) the quotient obtained by dividing
(i) 360 by (ii) the actual number of days elapsed in such Interest Period and
(b) a percentage, expressed as a fraction, (i) the numerator of which is the sum
of (A) Investor Non-Principal Collections for the Collection Period immediately
preceding the last day of such Interest Period (which, for the purposes of this
definition only, shall be determined based on the interest amounts billed to the
Dealers which are due during such Collection Period) less, except to the extent
the Monthly Servicing Fee has been waived by the Servicer, the
Certificateholders Monthly Servicing Fee with respect to such immediately
preceding Collection Period and (B) the Investment Proceeds to be applied on the
Distribution Date related to such Interest Period and (ii) the denominator of
which is the sum of (A) the product of (I) the Series 2000-A Floating Allocation
Percentage, (II) the Series 2000-A Series Allocation Percentage and (III) the
average Pool Balance (after giving effect to charge-offs) for such immediately
preceding Collection Period, (B) the principal balance on deposit in the Excess
Funding Account on the first day of such Interest Period (after giving effect to
all deposits to and withdrawals therefrom on such first day) and (C) the
principal balance on deposit in the Principal Funding Account on the first day
of such Interest Period (after giving effect to all deposits to and withdrawals
therefrom on such first day).

         "Automatic Additional Accounts" shall have the meaning specified in
Section 9.01(e).





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<PAGE>   7


         "Automatic Removal Accounts" shall have the meaning specified in
Section 9.01(c).

         "Automatic Removal Date" shall have the meaning specified in Section
9.01(c).

         "Available Investor Principal Collections" shall mean, with respect to
any Distribution Date, the sum of (a) an amount equal to Investor Principal
Collections for such Distribution Date, (b) Allocable Miscellaneous Payments
with respect to such Distribution Date, (c) Series 2000-A Excess Principal
Collections on deposit in the Collection Account for such Distribution Date and
(d) on the Termination Date, any funds in the Reserve Fund after giving effect
to Section 4.08, except for Section 4.08(d).

         "Available Seller's Collections" shall mean, with respect to any
Deposit Date, the sum of (a) the Available Seller's Non-Principal Collections
for such Deposit Date and (b) the Available Seller's Principal Collections for
such Deposit Date; provided, however, that the Available Seller's Collections
shall be zero for any Collection Period with respect to which the Available
Subordinated Amount is zero on the Determination Date immediately following the
end of such Collection Period.

         "Available Seller's Non-Principal Collections" shall mean, with respect
to any Deposit Date, an amount equal to the result obtained by multiplying (a)
the excess of (i) the Seller's Percentage for the related Collection Period over
(ii) the Excess Seller's Percentage for such Collection Period by (b) Allocable
Non-Principal Collections for such Deposit Date.

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

         "Available Subordinated Amount" for the first Determination Date shall
mean an amount equal to the Required Subordinated Amount. The Available
Subordinated Amount for any subsequent Determination Date shall mean an amount
equal to (a) the lesser of (i) the Available Subordinated Amount for the
preceding Determination Date, minus (A) the Required Subordination Draw Amount
with respect to the preceding Distribution Date to the extent provided in
Section 4.08, minus (B) withdrawals from the Reserve Fund pursuant to Section
4.08 on the preceding Distribution Date to make distributions pursuant to
Section 4.06(a)(iv) (but excluding any other withdrawals from the Reserve Fund),
plus (C) the portion of Excess Servicing for such preceding Distribution Date
distributed to the Seller pursuant to Section 4.10(c), plus (D) the excess, if
any, of the Required Subordinated Amount for such Determination Date over the
Required Subordinated Amount for the immediately preceding Distribution Date due
to an increase in the Subordination Factor and (ii) the product of the
fractional equivalent of the Subordinated Percentage and the Invested Amount on
such Determination Date, minus (b) in the case of clause (a)(i), the Incremental
Subordinated Amount for such preceding Determination Date, plus (c) the
Incremental Subordinated Amount for the current Determination Date, plus (d) the
Subordinated Percentage of funds to be withdrawn from the Excess Funding Account
on the succeeding Distribution Date and paid to the Seller or allocated to one
or more Series; provided, however, that the Available Subordinated Amount may be
increased on any Determination Date








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<PAGE>   8


by the Seller, in its sole discretion, by notice to the Trustee on or before
such Determination Date, so long as the cumulative amount of such increases does
not exceed the lesser of (v) $8,333,333.33 or (w) 1.11% of the Invested Amount
on such date; provided, however, (x) that, from and after the commencement of
the Accumulation Period until the Series 2000-A Certificates are paid in full
and (y) from and after the commencement of any Early Amortization Period (other
than an Early Amortization Period which has ended as described in clause (c) or
clause (d) of the definition thereof in this Series Supplement) shall have
commenced, the Available Subordinated Amount shall be calculated based on the
Invested Amount, as of the close of business on the day preceding the
Accumulation Period or Early Amortization Period, as applicable.

         "Calculation Agent" shall mean the Trustee.

         "Carry-over Amount" shall mean, for any Distribution Date with respect
to which the related Certificate Rate is calculated on the basis of the Assets
Receivables Rate, the excess of (a) Monthly Interest for such Distribution Date
determined as if such Certificate Rate were calculated on the basis of the LIBOR
formula set forth in clause (a) of the definition of Certificate Rate over (b)
the actual Monthly Interest for such Distribution Date.

         "Carry-over Shortfall" shall have the meaning specified in Section
4.02(b).

         "Certificate Rate" shall mean, with respect to any Interest Period, the
lesser of (a) LIBOR for such Interest Period, plus 0.10% and (b) the Assets
Receivables Rate for the immediately preceding Interest Period.

         "Closing Date" shall mean April 4, 2000.

         "Controlled Accumulation Amount" shall mean an amount equal to the
Invested Amount as of the September 2002 Distribution Date (after giving effect
to any changes therein on such date), divided by the Accumulation Period Length.

         "Controlled Deposit Amount" shall mean, with respect to any
Distribution Date, the excess, if any, of (a) the sum of (i) the product of the
Controlled Accumulation Amount and the number of Distribution Dates from and
including the first Distribution Date with respect to the Accumulation Period
through and including such Distribution Date (but not in excess of the
Accumulation Period Length) and (ii) the amount on deposit in the Excess Funding
Account as of the September 2002 Distribution Date (after giving effect to any
withdrawals from or deposits to such account on such date (other than the
transfer to the Principal Funding Account of the amounts on deposit therein on
such date)), over (b) the sum of amounts on deposit in the Excess Funding
Account and the Principal Funding Account, in each case before giving effect to
any withdrawals from or deposits to such accounts on such Distribution Date.

         "Deficiency Amount" shall have the meaning specified in Section 4.05.

         "Early Amortization Event" shall mean any Early Amortization Event
specified in Section 9.01 of the Agreement, together with any additional Early
Amortization Event specified in Section 6.01 of this Series Supplement.








                                       8




<PAGE>   9




         "Early Amortization Period" shall mean a period beginning on the day on
which an Early Amortization Event specified in Section 9.01 of the Agreement or
Section 6.01 of this Series Supplement shall have occurred with respect to
Series 2000-A and terminating on the earliest of (a) the payment in full of the
outstanding principal balance of the Series 2000-A Certificates; (b) the
Termination Date; (c) if such Early Amortization Period has resulted from the
occurrence of an Early Amortization Event described in Section 9.01(a) of the
Agreement, the end of the first Collection Period during which an Early
Amortization Event would no longer be deemed to exist pursuant to such Section
9.01(a), so long as no other Early Amortization Event (other than an Early
Amortization Event which has resulted in an Early Amortization Period which has
terminated as described in this clause (c) or clause (d) below) shall have
occurred and the scheduled termination of the Revolving Period shall not have
occurred; and (d) if such Early Amortization Period has resulted from the
occurrence of an Early Amortization Event described in Sections 9.01(a), (f) or
(g) of the Agreement or Section 6.01, other than Section 6.01(f) or (g), of this
Series Supplement, the end of the first Collection Period after which (i) the
Trustee has received written confirmation from Standard & Poor's that
termination of such Early Amortization Period will not result in the downgrading
or withdrawal of such entities' ratings of the Series 2000-A Certificates, and
(ii) Series 2000-A Certificateholders holding Series 2000-A Certificates
evidencing more than 50% of the aggregate unpaid principal amount of the Series
2000-A Certificates shall have consented to the termination of such Early
Amortization Period; provided that (x) no other Early Amortization Event (other
than an Early Amortization Event which has resulted in an Early Amortization
Period which has terminated as described in this clause (d) or clause (c) above)
shall have occurred, and (y) the scheduled termination of the Revolving Period
shall not have occurred.

         "Eligible Investments" shall mean (a) book-entry securities, negotiable
instruments or securities represented by instruments in bearer or registered
form having original or remaining maturities of 30 days or less (unless each
Rating Agency confirms in writing that a longer maturity will not result in the
downgrade or withdrawal of such Rating Agency's rating of the Series 2000-A
Certificates), but in no event occurring later than the Distribution Date next
succeeding the Trustee's acquisition thereof (unless each Rating Agency confirms
in writing that a longer maturity will not result in the downgrade or withdrawal
of such Rating Agency's rating of the Series 2000-A Certificates), which
evidence:

               (i)  direct obligations of, and obligations fully guaranteed as
                    to timely payment by, the United States of America;

               (ii) demand deposits, time deposits or certificates of deposit of
                    any depository institution or trust company incorporated
                    under the laws of the United States of America or any state
                    thereof (or any domestic branch of a foreign bank) and
                    subject to supervision and examination by Federal or state
                    banking or depository institution authorities; provided,
                    however, that at the time of the Trust's investment or
                    contractual commitment to invest therein, the commercial
                    paper or other short-term unsecured debt obligations (other
                    than such obligations the rating of which is based on the
                    credit of a person or entity other than such depository
                    institution or trust company) thereof shall have a credit
                    rating from each of the Rating Agencies in the highest





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<PAGE>   10

                     investment category granted thereby;

              (iii)  commercial paper having, at the time of the Trust's
                     investment or contractual commitment to invest therein, a
                     rating from each of the Rating Agencies in the highest
                     investment category granted thereby;

              (iv)   investments in money market funds having a rating from each
                     of the Rating Agencies in the highest investment category
                     granted thereby or otherwise approved in writing thereby;

              (v)    bankers' acceptances issued by any depository institution
                     or trust company referred to in clause (ii) above;

              (vi)   repurchase obligations with respect to any security that is
                     a direct obligation of, or fully guaranteed by, the United
                     States of America or any agency or instrumentality thereof
                     the obligations of which are backed by the full faith and
                     credit of the United States of America, in either case
                     entered into with a depository institution or trust company
                     (acting as principal) described in clause (ii); and

              (vii)  repurchase obligations with respect to any security or
                     whole loan entered into with (i) a depository institution
                     or trust company (acting as principal) described in clause
                     (ii) above (except that the rating referred to in the
                     proviso in such clause (ii) shall be A-1 or higher in the
                     case of Standard & Poor's) (such depository institution or
                     trust company being referred to in this definition as a
                     "Financial Institution"), (ii) a broker/dealer (acting as
                     principal) registered as a broker or dealer under Section
                     15 of the Securities Exchange Act of 1934, as amended (a
                     "Broker/Dealer"), the unsecured short-term debt obligations
                     of which are rated P-1 by Moody's and at least A-1 by
                     Standard & Poor's at the time of entering into such
                     repurchase obligation (a "Rated Broker/Dealer"), (iii) an
                     unrated Broker/Dealer (an "Unrated Broker/Dealer"), acting
                     as principal, that is a wholly owned subsidiary of a
                     nonbank holding company the unsecured short-term debt
                     obligations of which are rated P-1 by Moody's and at least
                     A-1 by Standard & Poor's at the time of entering into such
                     repurchase obligation (a "Rated Holding Company") or (iv)
                     an unrated subsidiary (a "Guaranteed Counterparty"), acting
                     as principal, that is a wholly owned subsidiary of a direct
                     or indirect parent Rated Holding Company, which guarantees
                     such subsidiary's obligations under such repurchase
                     agreement; provided that the following conditions are
                     satisfied:

              (A)    the aggregate amount of funds invested in repurchase
              obligations of a Financial Institution, a Rated Broker/Dealer, an
              Unrated Broker/Dealer or Guaranteed Counterparty in respect of
              which the Standard & Poor's unsecured short-term ratings are A-1
              (in the case of an Unrated Broker/Dealer or Guaranteed
              Counterparty, such rating being that of the related Rated Holding
              Company) shall




                                       10

<PAGE>   11


not exceed 20% of the sum of the then outstanding principal balance of Series
2000-A Certificates (there being no limit on the amount of funds that may be
invested in repurchase obligations in respect of which such Standard & Poor's
rating is A-l+ (in the case of an Unrated Broker/Dealer or Guaranteed
Counterparty, such rating being that of the related Rated Holding Company));

              (B)    in the case of any Series 2000-A Account (other than the
              Collection Account and the Yield Supplement Account), the rating
              from Standard & Poor's in respect of the unsecured short-term
              debt obligations of the Financial Institution, Rated
              Broker/Dealer, Unrated Broker/Dealer or Guaranteed Counterparty
              (in the case of an Unrated Broker/Dealer or Guaranteed
              Counterparty, such rating being that of the related Rated Holding
              Company) shall be A-1+;

              (C)    the repurchase obligation must mature within 30 days of the
              date on which the Trustee enters into such repurchase obligation;

              (D)    the repurchase obligation shall not be subordinated to any
              other obligation of the related Financial Institution, Rated
              Broker/Dealer Unrated Broker/Dealer or Guaranteed Counterparty;

              (E)    the collateral subject to the repurchase obligation is
              held, in the appropriate form, by a custodial bank on behalf of
              the Trustee;

              (F)    the repurchase obligation shall require that the collateral
              subject thereto shall be marked to market daily;

              (G)    in the case of a repurchase obligation of a Guaranteed
              Counterparty, the following conditions shall also be satisfied:

              (i)    the Trustee shall have received an opinion of counsel
                     (which may be in-house counsel) to the effect that the
                     guarantee of the related Rated Holding Company is a legal,
                     valid and binding agreement of the Rated Holding Company,
                     enforceable in accordance with its terms, subject as to
                     enforceability to bankruptcy, insolvency, reorganization
                     and moratorium or other similar laws affecting creditors'
                     rights generally and to general equitable principles;

              (ii)   the Trustee shall have received (x) an incumbency
                     certificate for the signer of such guarantee, certified by
                     an officer of such Rated Holding Company, and (y) a
                     resolution, certified by an officer of the Rated Holding
                     Company, of the board of directors (or applicable committee
                     thereof) of the Rated Holding Company authorizing the
                     execution, delivery and performance of such guarantee by
                     the Rated Holding Company;

              (iii)  the only conditions to the obligation of such Rated Holding
                     Company to pay on behalf of the Guaranteed Counterparty
                     shall be that the Guaranteed Counterparty shall not have
                     paid under such repurchase obligation when required (it
                     being understood that no notice to, demand on or other
                     action





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<PAGE>   12


                     in respect of the Guaranteed Counterparty is necessary) and
                     that the Trustee shall make a demand on the Rated Holding
                     Company to make the payment due under such guarantee;

              (iv)   the guarantee of the Rated Holding Company shall be
                     irrevocable with respect to such repurchase obligation and
                     shall not be subordinate to other obligations of the Rated
                     Holding Company; and

              (v)    each of Standard & Poor's and Moody's has confirmed in
                     writing to the Trustee that it has reviewed the form of the
                     guarantee of the Rated Holding Company and has determined
                     that the Trust's investment in such repurchase obligation,
                     taking into account the issuance of such guarantee, will
                     not result in the downgrade or withdrawal of the ratings
                     assigned to the Series 2000-A Certificates; and

              (H)    the repurchase obligations shall require that the
              repurchase obligation be over-collateralized and shall provide
              that, upon any failure to maintain such overcollateralization, the
              repurchase obligation shall become due and payable, and unless the
              repurchase obligation is satisfied immediately, the collateral
              subject to the repurchase agreement shall be liquidated and the
              proceeds applied to satisfy the unsatisfied portion of the
              repurchase obligation; and

         (b)  any other investment consisting of a financial asset that by
its terms converts to cash within a finite period of time; provided that each
Rating Agency shall have notified the Seller, the Servicer and the Trustee that
the Trust's investment therein will not result in a reduction or withdrawal of
the rating of any outstanding class or Series with respect to which it is a
Rating Agency.

         "Excess Funding Account" shall have the meaning specified in Section
4.04(d)(i).

         "Excess Reserve Fund Required Amount" shall mean, for any Distribution
Date with respect to an Early Amortization Period, an amount equal to the
greater of (a) 5% of the initial principal balance of the Series 2000-A
Certificates and (b) the excess of (i) the sum of (x) the Available Subordinated
Amount on the preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on such
Distribution Date) and (y) an amount equal to (A) the excess of the Required
Participation Percentage over 100%, multiplied by (B) the outstanding principal
balance of the Series 2000-A Certificates on such Distribution Date (after
giving effect to any changes therein on such Distribution Date) over (ii) the
excess of (x) the Series 2000-A Allocation Percentage of the Pool Balance on the
last day of the immediately preceding Collection Period over (y) the Invested
Amount on such Distribution Date (after giving effect to changes therein on such
Distribution Date); provided that the Excess Reserve Fund Required Amount shall
not exceed such Available Subordinated Amount.

         "Excess Seller's Percentage" shall mean, with respect to any Collection
Period, a percentage (which percentage shall never be less than 0% nor more than
100%) equal to (a) 100% minus, when used with respect to Non-Principal
Receivables, Defaulted Receivables and









                                       12



<PAGE>   13



Principal Receivables during any Nonprincipal Period, the sum of (i) the
Floating Allocation Percentage with respect to such Collection Period and (ii)
the percentage equivalent of a fraction, the numerator of which is the Available
Subordinated Amount as of the Determination Date occurring in such Collection
Period (after giving effect to the allocations, distributions, withdrawals and
deposits to be made on the Distribution Date immediately following such
Determination Date) and the denominator of which is the product of (x) the Pool
Balance as of the last day of such immediately preceding Collection Period and
(y) the Series 2000-A Allocation Percentage for the Collection Period in respect
of which the Excess Seller's Percentage is being calculated or (b) 100% minus,
when used with respect to Principal Receivables during the Accumulation Period
and an Early Amortization Period, the sum of (i) the Principal Allocation
Percentage with respect to such Collection Period and (ii) the percentage
equivalent of a fraction, the numerator of which is the Available Subordinated
Amount as of the Determination Date occurring in such Collection Period (after
giving effect to the allocations, distributions, withdrawals and deposits to be
made on the Distribution Date immediately following such Determination Date) and
the denominator of which is the product of (x) the Pool Balance as of the last
day of such immediately preceding Collection Period and (y) the Series 2000-A
Allocation Percentage for the Collection Period in respect of which the Excess
Seller's Percentage is being calculated.

         "Excess Servicing" shall mean, with respect to any Distribution Date,
the amount, if any, specified pursuant to Section 4.06(a)(vii) with respect to
such Distribution Date.

         "Floating Allocation Percentage" shall mean, with respect to any
Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the immediately preceding Collection Period and the denominator
of which is the product of (a) the Pool Balance as of such last day and (b) the
Series 2000-A Allocation Percentage for the Collection Period in respect of
which the Floating Allocation Percentage is being calculated; provided, however,
that, with respect to the April 2000 Collection Period, the Floating Allocation
Percentage shall mean the percentage equivalent of a fraction, the numerator of
which is the Initial Invested Amount on the Closing Date and the denominator of
which is the product of (x) the Pool Balance on the Series Cut-Off Date and (y)
the Series 2000-A Allocation Percentage with respect to the Series Cut-Off Date.

         "Incremental Subordinated Amount" shall mean, with respect to any
Determination Date, the result obtained by multiplying (a) a fraction, the
numerator of which is the sum of (i) (A) the Invested Amount on the last day of
the immediately preceding Collection Period or (B) with respect to the first
Determination Date, the Invested Amount on the Closing Date and (ii) (A) the
Available Subordinated Amount for such Determination Date (calculated without
adding the Incremental Subordinated Amount for such Distribution Date as
described in clause (c) of the definition thereof) or (B) with respect to the
first Determination Date, the product of the Invested Amount on the Closing Date
and the Subordinated Percentage and the denominator of which is the Pool Balance
on such last day by (b) the Trust Incremental Subordinated Amount.

         "Initial Distribution Date" shall mean April 17, 2000.

         "Initial Invested Amount" means the portion of the initial principal
amount of the Series








                                       13



<PAGE>   14





2000-A Certificates which is invested in Principal Receivables on the Series
Issuance Date, which is $750,000,000, plus (x) the amount of any withdrawals
from the Excess Funding Account in connection with the purchase of an additional
interest in Principal Receivables since the Series Issuance Date, minus (y) the
amount of any additions to the Excess Funding Account in connection with a
reduction in the Principal Receivables in the Trust or an increase in the
Subordination Factor since the Series Issuance Date.

         "Initial Principal Amount" shall mean $750,000,000.

         "Initial Reserve Fund Deposit Amount" shall mean $2,625,000.

         "Initial Yield Supplement Account Deposit Amount" shall mean
         $3,000,000.

         "Interest Period" shall mean, with respect to any Distribution Date,
the period from and including the Distribution Date immediately preceding such
Distribution Date to but excluding such Distribution Date (or, in the case of
the Initial Distribution Date, the period from and including the Closing Date to
but excluding the Initial Distribution Date). Interest will be calculated on the
basis of the actual number of days in each Interest Period divided by 360 days.

         "Interest Shortfall" shall have the meaning specified in Section
4.02(a).

         "Invested Amount" means for any date an amount equal to the Initial
Invested Amount, minus the amount, without duplication, of principal payments
(except principal payments made from the Excess Funding Account) made to Series
2000-A Certificateholders or deposited to the Principal Funding Account prior to
such date since the Series Issuance Date, minus the excess, if any, of the
aggregate amount of Investor Charge-Offs for all Distribution Dates preceding
such date, over the aggregate amount of any reimbursements of Investor
Charge-Offs for all Distribution Dates preceding such date.

         "Investment Proceeds" shall mean, with respect to any Determination
Date, all interest and other investment earnings accumulated for the immediately
preceding Collection Period (net of losses and investment expenses) on funds on
deposit in the Series 2000-A Accounts, together with an amount equal to the
Series 2000-A Allocation Percentage of the interest and other investment
earnings on funds held in the Collection Account credited to the Collection
Account pursuant to Section 4.02 of the Agreement.

         "Investor Charge-Offs" shall have the meaning specified in Section
4.09.

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

         "Investor Non-Principal Collections" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Floating Allocation
Percentage for the related Collection Period and (b) Allocable Non-Principal
Collections deposited in the Collection Account for the related Collection
Period.





                                       14





<PAGE>   15



         "Investor Principal Collections" shall mean, with respect to any
Distribution Date, the sum of (a) the product of (i) the Floating Allocation
Percentage, with respect to any Nonprincipal Period, or the Principal Allocation
Percentage, with respect to the Accumulation Period or an Early Amortization
Period for the related Collection Period (or any partial Collection Period which
occurs as the first Collection Period during an Early Amortization Period) and
(ii) Allocable Principal Collections deposited in the Collection Account for the
related Collection Period (or any partial Collection Period which occurs as the
first Collection Period during an Early Amortization Period) and (b) the amount,
if any, of Collections of Non-Principal Receivables, Investment Proceeds, Excess
Servicing and Available Seller's Collections to be distributed pursuant to
Section 4.06(a)(iv), 4.08(b) or 4.10(a) on such Distribution Date.

         "LIBOR" shall mean, with respect to any Interest Period, the offered
rate for United States dollar deposits for one month that appears on Telerate
Page 3750 as of 11:00 A.M., London time, on the LIBOR Determination Date. If on
any LIBOR Determination Date the offered rate does not appear on Telerate Page
3750, the Calculation Agent will request each of the reference banks (which
shall be major banks that are engaged in transactions in the London interbank
market selected by the Calculation Agent) to provide the Calculation Agent with
its offered quotation for United States dollar deposits for one month to prime
banks in the London interbank market as of 11:00 A.M., London time, on such
date. If at least two reference banks provide the Calculation Agent with such
offered quotations, LIBOR on such date will be the arithmetic mean, rounded
upwards, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, of all such quotations. If
on such date fewer than two of the reference banks provide the Calculation Agent
with such quotations, LIBOR on such date will be the arithmetic mean, rounded
upwards, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five
one-millionths of a percentage point rounded upward, of the offered per annum
rates that one or more leading banks in The City of New York selected by the
Calculation Agent are quoting as of 11:00 A.M., New York City time, on such date
to leading European banks for United States dollar deposits for one month;
provided, however, that if such banks are not quoting as described above, LIBOR
for such date will be LIBOR applicable to the Interest Period immediately
preceding such Interest Period.

         "LIBOR Business Day" shall mean any day that is both a Business Day and
a day on which banking institutions in the City of London, England are not
required or authorized by law to be closed.

         "LIBOR Determination Date" shall mean, with respect to any Interest
Period, the second LIBOR Business Day prior to such Interest Period.

         "Monthly Interest" shall have the meaning specified in Section 4.02.

         "Monthly Payment Rate" shall mean, for any Collection Period the
percentage derived from dividing the Principal Collections for such Collection
Period by the average daily Pool Balance for such Collection Period.

         "Monthly Principal" means, with respect to any Distribution Date, the
amount of monthly principal distributable with respect to the Series 2000-A
Certificates on such Distribution Date, as






                                       15


<PAGE>   16





 determined pursuant to Section 4.03.

         "Monthly Servicing Fee" shall have the meaning specified in Section
3.01.

         "Moody's" means Moody's Investors Service, Inc.

         "Nonprincipal Period" shall mean any period that is not the
Accumulation Period or an Early Amortization Period.

         "Pool Factor" shall mean, with respect to any Determination Date, a
number carried out to 11 decimals representing the ratio of the Invested Amount
as of such Determination Date (determined after taking into account any
increases or decreases in the Invested Amount which will occur on the following
Distribution Date) to the Initial Invested Amount.

         "Principal Allocation Percentage" shall mean with respect to any
Collection Period, the percentage equivalent (which shall never exceed 100%) of
a fraction, the numerator of which is the Invested Amount as of the last day of
the Revolving Period, if such last day has occurred or, if such last day has not
occurred, as of the last day of the immediately preceding Collection Period, and
the denominator of which is the product of (x) the Pool Balance as of such last
day and (y) the Series 2000-A Allocation Percentage for the Collection Period in
respect of which the Principal Allocation Percentage is being calculated;
provided, however, that, with respect to that portion of any Collection Period
that falls after the date on which any Early Amortization Event occurs (other
than an Early Amortization Event which has resulted in an Early Amortization
Period which has ended as described in clause (c) or clause (d) of the
definition thereof in this Series Supplement), the Principal Allocation
Percentage shall be reset using the Pool Balance as of the close of business on
the date on which such Early Amortization Event shall have occurred and
Principal Collections shall be allocated for such portion of such Collection
Period using such reset Principal Allocation Percentage.

         "Reassignment Amount" shall mean, with respect to any Distribution
Date, after giving effect to any deposits and distributions otherwise to be made
on such Distribution Date, the sum of (a) the Invested Amount on such
Distribution Date, (b) accrued and unpaid interest on the unpaid balance of the
Series 2000-A Certificates (calculated on the basis of the outstanding principal
balance of the Series 2000-A Certificates at the Certificate Rate as in effect
during the applicable Interest Periods) through the day preceding such
Distribution Date, (c) the amount of Additional Interest, if any, for such
Distribution Date and any Additional Interest previously due but not distributed
to the Series 2000-A Certificateholders on a prior Distribution Date, (d) any
Carry-over Amount for such Distribution Date and any Carry-over Amount
previously due but not distributed to the Series 2000-A Certificateholders on a
prior Distribution Date and (e) any Additional Carry-over Amount for such
Distribution Date and any Additional Carry-over Amount previously due but not
distributed to the Series 2000-A Certificateholders on a prior Distribution
Date.

         "Required Participation Percentage" shall mean, with respect to Series
2000-A, 103%; provided, however, that if the aggregate amount of Principal
Receivables due from any Dealer or group of affiliated Dealers at the close of
business on the last day of any Collection Period with





                                       16



<PAGE>   17



respect to which such determination is being made pursuant to Section 9.04 is
greater than 1.5% of the Pool Balance on such last day, the Required
Participation Percentage shall mean, as of such last day and with respect to
such Collection Period and the immediately following Collection Period only,
104%; provided further that the Seller may, upon 10 days' prior notice to the
Trustee and each Rating Agency, reduce the Required Participation Percentage to
a percentage which shall not be less than 100%; provided that no Rating Agency
shall have notified the Seller or the Servicer that any such reduction will
result in a reduction or withdrawal of the rating of any outstanding Series or
Class with respect to which it is a Rating Agency.

         "Required Subordinated Amount" shall mean, as of any date of
determination, the sum of (a) the product of (i) the Subordinated Percentage and
(ii) the Invested Amount on such date and (b) the Incremental Subordinated
Amount.

         "Required Subordination Draw Amount" shall have the meaning specified
in Section 4.05.

         "Reserve Fund" shall have the meaning specified in Section 4.04.

         "Reserve Fund Deposit Amount" shall mean, with respect to any
Distribution Date, the amount, if any, by which (a) the Reserve Fund Required
Amount for such Distribution Date exceeds (b) the amount of funds in the Reserve
Fund after giving effect to any withdrawals therefrom on such Distribution Date.

         "Reserve Fund Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) 0.35% and (b) the
outstanding principal balance of the Series 2000-A Certificates on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date).

         "Revolving Period" shall mean the period beginning at the close of
business on the Series Cut-Off Date and terminating on the earlier of (a) the
close of business on the day immediately preceding the Accumulation Period
Commencement Date and (b) the close of business on the day an Early Amortization
Period commences; provided, however, that, if any Early Amortization Period
terminates as described in clause (c) or clause (d) of the definition thereof in
this Series Supplement, the Revolving Period will recommence as of the close of
business on the day such Early Amortization Period terminates.

         "Seller's Collections" shall mean, with respect to any Collection
Period, the sum of (a) the Seller's Percentage of Allocable Non-Principal
Collections for the related Collection Period, plus (b) the Seller's Percentage
of Allocable Principal Collections for the related Collection Period.

         "Seller's Percentage" shall mean 100% minus (a) the Floating Allocation
Percentage, when used with respect to Non-Principal Receivables, Defaulted
Receivables and Principal Receivables during any Nonprincipal Period, and (b)
the Principal Allocation Percentage, when used with respect to Principal
Receivables during the Accumulation Period and an Early Amortization Period.

         "Series 2000-A" shall mean the Series of Investor Certificates, the
terms of which are specified in this Series Supplement.




                                       17


<PAGE>   18








         "Series 2000-A Accounts" shall have the meaning specified in Section
4.04(e)(i).

         "Series 2000-A Allocation Percentage" shall mean the Series Allocation
Percentage with respect to Series 2000-A.

         "Series 2000-A Certificateholders" shall mean the Holders of Series
2000-A Certificates.

         "Series 2000-A Certificateholders' Interest" shall mean the
Certificateholders' Interest with respect to Series 2000-A.

         "Series 2000-A Certificates" shall mean any one of the certificates
executed by the Seller and authenticated by the Trustee, substantially in the
form of Exhibit A.

         "Series 2000-A Excess Principal Collections" shall mean that portion of
Excess Principal Collections allocated to Series 2000-A pursuant to Section
4.11.

         "Series 2000-A Expected Payment Date" shall mean the March 2003
Distribution Date.

         "Series 2000-A Final Payment Date" shall mean the first Distribution
Date on which, after giving effect to all payments to be made on that
Distribution Date, the outstanding principal amount of the Series 2000-A
Certificates will be paid in full.

         "Series 2000-A Principal Shortfall" shall have the meaning specified in
Section 4.11.

         "Series Cut-off Date" shall mean March 31, 2000.

         "Servicing Fee Rate" shall mean, with respect to Series 2000-A, 1/12 of
1% per month, or such lesser percentage as the Servicer shall determine in
connection with a waiver by the Servicer of all or any portion of the Monthly
Servicing Fee on any date.

         "Special Payment Date" shall mean each Distribution Date with respect
to any Early Amortization Period (other than an Early Amortization Period which
has ended as described in clause (c) or clause (d) of the definition thereof in
this Series Supplement).

         "Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc.

         "Subordinated Percentage" shall mean the percentage equivalent of a
fraction, the numerator of which is the Subordination Factor and the denominator
of which will be the excess of 100% over the Subordination Factor.

         "Subordination Factor" means 10%; provided, however, that the
Subordination Factor will be 11% in the event that the rating of the long-term
unsecured debt of CFC is lowered below BBB- by Standard & Poor's or withdrawn by
Standard & Poor's, unless, in either such case, the Seller receives written
confirmation from Standard & Poor's that the failure to so increase the
Subordination Factor would not result in the downgrade or withdrawal of Standard
& Poor's rating of the Series 2000-A Certificates.






                                       18



<PAGE>   19


         "Telerate Page 3750" shall mean the display page so designated on the
Dow Jones Telerate Service (or such other page as may replace that page on that
service, or such other service as may be nominated as the information vendor,
for the purpose of displaying London interbank offered rates of major banks).

         "Termination Date" shall mean the March 2005 Distribution Date.

         "Termination Proceeds" shall mean any Termination Proceeds arising out
of a sale of Receivables (or interests therein) pursuant to Section 9.01 of this
Series Supplement.

         "Trust Available Subordinated Amount" means the sum of the Available
Subordinated Amount and the sum of the aggregate available subordinated amounts
for all other outstanding Series.

         "Yield Supplement Account" shall have the meaning specified in Section
4.04.

         "Yield Supplement Account Deposit Amount" shall mean, with respect to
any Distribution Date, the amount, if any, by which the Yield Supplement Account
Required Amount exceeds the amount on deposit in the Yield Supplement Account
after giving effect to any deposits thereto and withdrawals therefrom otherwise
to be made on such Distribution Date.

         "Yield Supplement Account Required Amount" shall mean, with respect to
any Distribution Date, an amount equal to the product of (a) 0.40% and (b) the
outstanding principal balance of the Series 2000-A Certificates on such
Distribution Date (after giving effect to any changes therein on such
Distribution Date).

         (b)   Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the term "Rating Agency" shall mean, whenever used
in this Series Supplement or the Agreement with respect to Series 2000-A,
Moody's and Standard & Poor's. As used in this Series Supplement and in the
Agreement with respect to Series 2000-A, "highest investment category" shall
mean (i) in the case of Standard & Poor's, A-l+ or AAA, as applicable, and (ii)
in the case of Moody's, P-1 or Aaa, as applicable. Any notice required to be
given to a Rating Agency pursuant to the Agreement or this Series Supplement
shall also be given to Fitch IBCA, Inc. ("Fitch"), and Duff & Phelps Credit
Rating Company ("D&P"), although no such entity shall be deemed to be a Rating
Agency for any purposes of the Agreement or this Series Supplement with respect
to Series 2000-A.

         (c)   All capitalized terms used herein and not otherwise defined
herein have the meanings ascribed to them in the Agreement. The definitions in
Section 2.01 are applicable to the singular as well as to the plural forms of
such terms and to the masculine as well as to the feminine and neuter genders of
such terms.

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



                                       19

<PAGE>   20




                                  ARTICLE III

                                 Servicing Fee

         SECTION 3.01. Servicing Compensation. The monthly servicing fee (the
"Monthly Servicing Fee") shall be payable to the Servicer, in arrears, on each
Distribution Date in respect of any Collection Period (or portion thereof)
occurring prior to the earlier of the first Distribution Date following the
Termination Date and the first Distribution Date on which the Invested Amount is
zero, in an amount equal to the product of (a) the Servicing Fee Rate, (b) the
Pool Balance as of the last day of the Collection Period second preceding such
Distribution Date and (c) the Series 2000-A Allocation Percentage with respect
to the immediately preceding Collection Period. The share of the Monthly
Servicing Fee allocable to the Series 2000-A Certificateholders with respect to
any Distribution Date (the "Certificateholders Monthly Servicing Fee") shall be
equal to the product of (a) the Servicing Fee Rate and (b) the Invested Amount
as of the last day of the Collection Period second preceding such Distribution
Date. The remainder of the Monthly Servicing Fee shall be paid by the Seller and
in no event shall the Trust, the Trustee or the Series 2000-A Certificateholders
be liable for the share of the Monthly Servicing Fee to be paid by the Seller;
and the remainder of the Servicing Fee shall be paid by the Seller and the
Investor Certificateholders of other Series and the Series 2000-A
Certificateholders shall in no event be liable for the share of the Servicing
Fee to be paid by the Seller or the Investor Certificateholders of other Series.
The Certificateholders Monthly Servicing Fee shall be payable to the Servicer
solely to the extent amounts are available for distribution in accordance with
the terms of this Series Supplement.

         The Servicer will be permitted, in its sole discretion, to waive all or
any portion of the Monthly Servicing Fee for any Distribution Date by notice to
the Trustee on or before the related Determination Date; provided that the
Servicer believes that sufficient Collections of Non-Principal Receivables will
be available on any future Distribution Date to pay the Certificateholders
Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the
Servicer so waives all or any portion of the Monthly Servicing Fee for any
Distribution Date, the Monthly Servicing Fee and the Certificateholders Monthly
Servicing Fee for such Distribution Date shall be deemed to be reduced by the
amount so waived for all purposes of this Series Supplement and the Agreement;
provided, however, that such Certificateholders Monthly Servicing Fee shall be
paid on a future Distribution Date solely to the extent amounts are available
therefor pursuant to Section 4.10(b); provided, further, that, to the extent any
such waived Certificateholders Monthly Servicing Fee is so paid, the related
portion of the Monthly Servicing Fee to be paid by the Seller shall be paid by
the Seller to the Servicer.

                                   ARTICLE IV

                 Rights of Series 2000-A Certificateholders and
                    Allocation and Application of Collections

         SECTION 4.01. Allocations; Payments to Seller; Excess Principal
Collections and Unallocated Principal Collections.

         (a)  Collections of Non-Principal Receivables and Principal
Receivables, Miscellaneous





                                       20


<PAGE>   21



Payments and Defaulted Amounts allocated to Series 2000-A pursuant to Article IV
of the Agreement shall be allocated and distributed as set forth in this
Article.

         (b) Subject to Section 4.01(d) below, the Servicer shall instruct the
Trustee to withdraw from the Collection Account and pay to the Seller on the
dates set forth below the following amounts:

                (i)  on each Deposit Date:

                     (A) an amount equal to the Excess Seller's Percentage for
         the related Collection Period of Allocable Non-Principal Collections
         deposited in the Collection Account for such Deposit Date; and

                     (B) an amount equal to the Excess Seller's Percentage for
         the related Collection Period of Allocable Principal Collections
         deposited in the Collection Account for such Deposit Date, if the
         Seller's Participation Amount (determined after giving effect to any
         Principal Receivables transferred to the Trust on such Deposit Date)
         exceeds the Trust Available Subordinated Amount for the immediately
         preceding Determination Date (after giving effect to the allocations,
         distributions, withdrawals and deposits to be made on the Distribution
         Date immediately following such Determination Date); and

                (ii) on each Deposit Date with respect to any Nonprincipal
     Period, an amount equal to the Available Seller's Principal Collections for
     such Deposit Date, if the Seller's Participation Amount (determined after
     giving effect to any Principal Receivables transferred to the Trust on such
     Deposit Date) exceeds the Trust Available Subordinated Amount for the
     immediately preceding Determination Date (after giving effect to the
     allocations, distributions, withdrawals and deposits to be made on the
     Distribution Date immediately following such Determination Date); provided,
     however, that Available Seller's Principal Collections shall be paid to the
     Seller with respect to any Collection Period only after an amount equal to
     the sum of (A) the Deficiency Amount, if any, relating to the immediately
     preceding Collection Period and (B) the excess, if any, of the Reserve Fund
     Required Amount over the amount in the Reserve Fund on the immediately
     preceding Distribution Date (after giving effect to the allocations of,
     distributions from, and deposits in, the Reserve Fund on such Distribution
     Date) has been deposited in the Collection Account from such Available
     Seller's Principal Collections.

     The withdrawals to be made from the Collection Account pursuant to this
Section 4.01(b) do not apply to deposits into the Collection Account that do not
represent Collections, including Miscellaneous Payments, payment of the purchase
price for the Certificateholders' Interest pursuant to Section 2.03 of the
Agreement, payment of the purchase price for the Series 2000-A
Certificateholders' Interest pursuant to Section 7.01 of this Series Supplement
and proceeds from the sale, disposition or liquidation of Receivables pursuant
to Section 9.02 or 12.02 of the Agreement.

         (c) The Servicer shall instruct the Trustee to withdraw from the
Collection Account



                                       21

<PAGE>   22


and deposit into the Reserve Fund on Deposit Dates with respect to any
Nonprincipal Period, Available Seller's Principal Collections for such Deposit
Date, up to the amount of the excess, if any, determined pursuant to Section
4.01(b)(ii)(B).

              (d) Notwithstanding the provisions of Section 4.01(b)(i), on each
Deposit Date during any Collection Period on which any amount is on deposit in
the Excess Funding Account or Principal Funding Account, the Servicer shall
instruct the Trustee to withdraw from the Collection Account and deposit in the
Yield Supplement Account the amounts otherwise distributable to the Seller
pursuant to Section 4.01(b)(i) until the amount on deposit in the Yield
Supplement Account is equal to the Yield Supplement Account Required Amount.

         SECTION 4.02.  Monthly Interest.


              (a) The amount of monthly interest ("Monthly Interest") with
respect to the Series 2000-A Certificates on any Distribution Date, commencing
with the Initial Distribution Date, shall be an amount equal to the product of
(i) the Certificate Rate, (ii) the outstanding principal balance of the Series
2000-A Certificates as of the close of business on the preceding Distribution
Date (after giving effect to all repayments of principal made to Series 2000-A
Certificateholders on such preceding Distribution Date, if any) or, in the case
of the Initial Distribution Date, the Closing Date and (iii) a fraction, the
numerator of which is the actual number of days elapsed in such Interest Period
and the denominator of which is 360.

         On the Determination Date preceding each Distribution Date, commencing
with the Initial Distribution Date, the Servicer shall determine the excess, if
any (the "Interest Shortfall"), of (x) the aggregate Monthly Interest for the
Interest Period applicable to such Distribution Date over (y) the amount which
will be available to be distributed to Series 2000-A Certificateholders on such
Distribution Date in respect thereof pursuant to this Series Supplement. If the
Interest Shortfall with respect to any Distribution Date is greater than zero,
an additional amount ("Additional Interest") equal to the product of (i) the
Certificate Rate (calculated pursuant to clause (a) of the definition thereof)
for the Interest Period commencing on the related Distribution Date (or, for
subsequent Interest Periods, the Certificate Rate (calculated pursuant to clause
(a) of the definition thereof) for such subsequent Interest Periods), (ii) such
Interest Shortfall (or the portion thereof which has not been paid to Series
2000-A Certificateholders) and (iii) a fraction, the numerator of which is the
actual number of days elapsed in such Interest Period (or in a subsequent
Interest Period) and the denominator of which is 360, shall be payable as
provided herein with respect to the Series 2000-A Certificates on each
Distribution Date following such Distribution Date to and including the
Distribution Date on which such Interest Shortfall is paid to Series 2000-A
Certificateholders. Notwithstanding anything to the contrary herein, Additional
Interest shall be payable or distributed to Certificateholders only to the
extent permitted by applicable law.

              (b) On the Determination Date preceding each Distribution Date,
commencing with the Initial Distribution Date, the Servicer shall determine the
excess, if any (the " Carry-over Shortfall"), of (x) the Carry-over Amount, if
any, for such Distribution Date over (y) the amount which will be available to
be distributed to Series 2000-A Certificateholders in respect thereof on such
Distribution Date pursuant to this Series Supplement. If the Carry-over
Shortfall with




                                       22

<PAGE>   23



respect to any Distribution Date is greater than zero, an additional amount
("Additional Carry-over Amount") equal to the product of (i) the Certificate
Rate (calculated pursuant to clause (a) of the definition thereof) for the
Interest Period commencing on the related Distribution Date (or, for subsequent
Interest Periods, the Certificate Rate (calculated pursuant to clause (a) of the
definition thereof) for such subsequent Interest Periods), (ii) such Carry-over
Shortfall (or the portion thereof which has not been paid to Series 2000-A
Certificateholders) and (iii) a fraction, the numerator of which is the actual
number of days elapsed in such Interest Period (or in a subsequent Interest
Period) and the denominator of which is 360, shall be payable as provided herein
with respect to the Series 2000-A Certificates on each Distribution Date
following such Distribution Date to the Distribution Date on which such
Carry-over Shortfall is paid to Series 2000-A Certificateholders.
Notwithstanding anything to the contrary herein, any Additional Carry-over
Amount shall be payable or distributed to Series 2000-A Certificateholders only
to the extent permitted by applicable law.

         SECTION 4.03. Determination of Monthly Principal.

              (a) The amount of Monthly Principal distributable with respect to
the Series 2000-A Certificates on each Distribution Date with respect to the
Accumulation Period shall be equal to the Available Investor Principal
Collections with respect to such Distribution Date; provided, however, that, for
each such Distribution Date, Monthly Principal shall not exceed the Controlled
Deposit Amount for such Distribution Date; and provided further that Monthly
Principal shall not exceed the Invested Amount.

              (b) The amount of Monthly Principal distributable on each
Distribution Date with respect to an Early Amortization Period shall be equal to
the Invested Amount or, if less, the amount distributable in respect of the
Series 2000-A Certificates on such Distribution Date pursuant to Section
4.06(d).

         SECTION 4.04. Establishment of Reserve Fund and Funding Accounts.

              (a) (i) The Servicer, for the benefit of the Series 2000-A
Certificateholders, shall cause to be established and maintained in the name of
the Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Reserve
Fund") which shall be identified as the "Reserve Fund for the CARCO Auto Loan
Master Trust, Series 2000-A" and shall bear a designation clearly indicating
that the funds deposited therein are held for the benefit of the Series 2000-A
Certificateholders. On the Closing Date, the Seller shall cause to be deposited
in the Reserve Fund the Initial Reserve Fund Deposit Amount.

              (ii) At the direction of the Servicer, funds on deposit in the
Reserve Fund shall be invested by the Trustee in Eligible Investments selected
by the Servicer that will mature so that such funds will be available on or
before the following Distribution Date. All Eligible Investments shall be held
by the Trustee for the benefit of the Series 2000-A Certificateholders. On each
Distribution Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Reserve Fund received prior to
such Distribution Date shall be applied as set forth in Section 4.06(a) of this
Series Supplement.




                                       23


<PAGE>   24




              (b) (i) The Servicer, for the benefit of the Series 2000-A
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Yield Supplement
Account"), which shall be identified as the "Yield Supplement Account for the
CARCO Auto Loan Master Trust Series 2000-A" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2000-A Certificateholders. On the Closing Date, the Seller shall cause to
be deposited into the Yield Supplement Account the Initial Yield Supplement
Account Deposit Amount.

              (ii) At the direction of the Servicer, funds on deposit in the
Yield Supplement Account shall be invested by the Trustee in investments
consisting of financial assets selected by the Servicer; provided, however, that
such assets must, by their terms, convert to cash within a finite period of
time. All such financial assets shall be held by the Trustee for the benefit of
the Series 2000-A Certificateholders. On each Distribution Date, all interest
and other investment earnings (net of losses and investment expenses) on funds
on deposit in the Yield Supplement Account shall be applied as set forth in
Section 4.06(a) of this Series Supplement.

              (iii) If on any Distribution Date there is a Carry-over Amount,
the Servicer shall cause the Trustee to apply the amounts on deposit in the
Yield Supplement Account up to the amount of such Carry-over Amount to satisfy
such Carry-over Amount. The Trustee shall be authorized to dispose of
investments in the Yield Supplement Account in order to obtain funds with which
to satisfy any Carry-over Amount.

              (iv) If on any Distribution Date the amount on deposit in the
Yield Supplement Account (after giving effect to any withdrawals to be made from
the Yield Supplement Account on such Distribution Date) is greater than the
Yield Supplement Account Required Amount, the Servicer shall cause the Trustee
to pay to the Seller on such Distribution Date the excess of such amount on
deposit in the Yield Supplement Account over the Yield Supplement Account
Required Amount.

              (c) (i) The Servicer, for the benefit of the Series 2000-A
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), which shall be identified as the "Principal Funding Account for CARCO
Auto Loan Master Trust, Series 2000-A" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 2000-A Certificateholders.

              (ii) At the direction of the Servicer, funds on deposit in the
Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Series 2000-A Certificateholders. On
each Distribution Date all interest and other investment earnings (net of losses
and investment expenses) on funds on deposit therein shall be applied as set
forth in Section 4.06(a) of this Series Supplement. Funds on deposit in the
Principal Funding Account shall be invested at the direction of the Servicer in
Eligible Investments that will mature so that such funds will be available on or
before the following Distribution Date.

              (d) (i) The Servicer, for the benefit of the Series 2000-A
Certificateholders, shall




                                       24


<PAGE>   25


establish and maintain in the name of the Trustee, on behalf of the Trust, an
Eligible Deposit Account (the "Excess Funding Account"), which shall be
identified as the "Excess Funding Account for CARCO Auto Loan Master Trust,
Series 2000-A" and shall bear a designation clearly indicating that the funds
deposited therein are held for the benefit of the Series 2000-A
Certificateholders. No deposit will be made to the Excess Funding Account on the
Closing Date.

              (ii) At the direction of the Servicer, funds on deposit in the
Excess Funding Account shall be invested by the Trustee in Eligible Investments
selected by the Servicer. All such Eligible Investments shall be held by the
Trustee for the benefit of the Series 2000-A Certificateholders. On each
Distribution Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Excess Funding Account shall be
applied as set forth in Section 4.06(a) of this Series Supplement. Funds
deposited in the Excess Funding Account on any Distribution Date shall be
invested at the direction of the Servicer in Eligible Investments that will
mature so that such funds will be available on or before the following
Distribution Date.

              (e) (i) The Trustee shall possess all right, title and interest in
and to all funds on deposit from time to time in, and all Eligible Investments
and other financial assets credited to, the Reserve Fund, the Yield Supplement
Account, the Principal Funding Account and the Excess Funding Account
(collectively the "Series 2000-A Accounts") and in all proceeds thereof. The
Series 2000-A Accounts shall be under the sole dominion and control of the
Trustee for the benefit of the Series 2000-A Certificateholders. If, at any
time, any of the Series 2000-A Accounts ceases to be an Eligible Deposit
Account, the Trustee (or the Servicer on its behalf) shall within 10 Business
Days (or such longer period, not to exceed 30 calendar days, as to which each
Rating Agency may consent) establish a new Series 2000-A Account meeting the
conditions specified in paragraph (a)(i), (b)(i), (c)(i) or (d)(i) above, as
applicable, as an Eligible Deposit Account and shall transfer any cash and/or
any investments to such new Series 2000-A Account. Neither the Seller, the
Servicer nor any person or entity claiming by, through or under the Seller, the
Servicer or any such person or entity shall have any right, title or interest
in, or any right to withdraw any amount from, any Series 2000-A Account, except
as expressly provided herein. Schedule 1, which is hereby incorporated into and
made part of this Series Supplement, identifies each Series 2000-A Account by
setting forth the account number of each such account, the account designation
of each such account and the name of the institution with which such account has
been established. If a substitute Series 2000-A Account is established pursuant
to this Section, the Servicer shall provide to the Trustee an amended Schedule
1, setting forth the relevant information for such substitute Series 2000-A
Account.

              (ii) Pursuant to the authority granted to the Servicer in Section
3.01(a) of the Agreement, the Servicer shall have the power, revocable by the
Trustee, to make withdrawals and payments or to instruct the Trustee to make
withdrawals and payments from the Series 2000-A Accounts for the purposes of
carrying out the Servicer's or Trustee's duties hereunder.

         SECTION 4.05. Deficiency Amount. With respect to each Distribution
Date, commencing with the Initial Distribution Date, on the related
Determination Date, the Servicer shall determine the amount (the "Deficiency
Amount"), if any, by which (a) the sum of (i) Monthly Interest for such
Distribution Date, (ii) any Monthly Interest previously due but not distributed
to the Series 2000-A



                                       25


<PAGE>   26


Certificateholders on a prior Distribution Date, (iii) Additional Interest, if
any, for such Distribution Date and any Additional Interest previously due but
not distributed to the Series 2000-A Certificateholders on a prior Distribution
Date; (iv) the Certificateholders Monthly Servicing Fee for such Distribution
Date, (v) the Investor Default Amount, if any, for such Distribution Date; (vi)
the Series 2000-A Allocation Percentage of the amount of any Adjustment Payment
required to be deposited in the Collection Account pursuant to Section 3.09(a)
of the Agreement with respect to the related Collection Period that has not been
so deposited as of such Determination Date and (vii) if such Distribution Date
constitutes the Final Payment Date, the sum of (A) the amount of any Carry-over
Amount for such Distribution Date, (B) the amount of any Carry-over Amount
previously due but not previously distributed to Series 2000-A
Certificateholders on a prior Distribution Date, (C) the amount of any
Additional Carry-over Amount for such Distribution Date and (D) the amount of
any Additional Carry-over Amount previously due but not previously paid to
Series 2000-A Certificateholders on a prior Distribution Date, in each case that
will not be satisfied on such date by application, pursuant to Section
4.04(b)(iii), of amounts on deposit in the Yield Supplement Account, exceeds (b)
the sum of (i) Investor Non-Principal Collections for such Distribution Date
plus any Investment Proceeds with respect to such Distribution Date and (ii) the
amount of funds in the Reserve Fund which are available pursuant to Section
4.08(a) and Section 4.08(d), as applicable, to cover any portion of the
Deficiency Amount. The lesser of the Deficiency Amount and the Available
Subordinated Amount shall be the "Required Subordination Draw Amount".

         SECTION 4.06. Application of Investor Non-Principal Collections,
Investment Proceeds and Available Investor Principal Collections. The Servicer
shall cause the Trustee to apply, on each Distribution Date, commencing with the
Initial Distribution Date, Investor Non-Principal Collections, Investment
Proceeds and Available Investor Principal Collections to make the following
distributions:

              (a) On each Distribution Date, commencing with the Initial
Distribution Date, an amount equal to the sum of Investor Non-Principal
Collections and any Investment Proceeds with respect to such Distribution Date
will be distributed in the following priority:

                   (i) first, an amount equal to Monthly Interest for such
         Distribution Date, plus the amount of any Monthly Interest previously
         due but not distributed to the Series 2000-A Certificateholders on a
         prior Distribution Date, plus the amount of any Additional Interest for
         such Distribution Date and any Additional Interest previously due but
         not distributed to the Series 2000-A Certificateholders on a prior
         Distribution Date shall be distributed to the Series 2000-A
         Certificateholders;

                   (ii) second, an amount equal to the Certificateholders
         Monthly Servicing Fee for such Distribution Date shall be distributed
         to the Servicer (unless such amount has been netted against deposits to
         the Collection Account or waived);

                   (iii) third, an amount equal to the Reserve Fund Deposit
         Amount, if any, for such Distribution Date shall be deposited in the
         Reserve Fund;

                   (iv) fourth, an amount equal to the Investor Default Amount
         for such



                                       26

<PAGE>   27




         Distribution Date shall be treated as a portion of Investor Principal
         Collections for such Distribution Date;

                   (v) fifth, an amount equal to the Carry-over Amount (after
         giving effect to any withdrawals from the Yield Supplement Account on
         such Distribution Date), if any, for such Distribution Date, plus the
         amount of any Carry-over Amount previously due but not previously
         distributed to the Series 2000-A Certificateholders on a prior
         Distribution Date, plus the amount of any Additional Carry-over Amount
         for such Distribution Date and any Additional Carry-over Amount
         previously due but not previously distributed to the Series 2000-A
         Certificateholders on a prior Distribution Date shall be distributed to
         the Series 2000-A Certificateholders;

                   (vi) sixth, an amount equal to the Yield Supplement Account
         Deposit Amount, if any, for such Distribution Date shall be deposited
         in the Yield Supplement Account; and

                   (vii) seventh, the balance, if any, shall constitute Excess
         Servicing and shall be allocated and distributed as set forth in
         Section 4.10.

              (b) On each Distribution Date, commencing with the Initial
Distribution Date, with respect to any Nonprincipal Period, an amount equal to
Available Investor Principal Collections deposited in the Collection Account for
the related Collection Period shall be allocated first to make a deposit to the
Excess Funding Account if the sum of (i) the Invested Amount (reduced for this
purpose by the amount, if any, by which the Required Participation Amount
exceeds the Pool Balance due to an increase in the Subordination Factor) and
(ii) the amount on deposit in the Excess Funding Account (other than any
Investment Proceeds) prior to the allocation on such Distribution Date is less
than the outstanding principal balance of the Series 2000-A Certificates and
second treated as Excess Principal Collections and applied in accordance with
Section 4.04 of the Agreement.

              (c) On each Distribution Date with respect to the Accumulation
Period, an amount equal to Available Investor Principal Collections will be
distributed in the following priority:

                   (i) first, an amount equal to Monthly Principal for such
         Distribution Date, shall be deposited by the Servicer or the Trustee
         into the Principal Funding Account; and

                   (ii) second, unless an Early Amortization Event has occurred
         (other than an Early Amortization Event which has resulted in an Early
         Amortization Period which has ended as described in clause (c) or
         clause (d) of the definition thereof in this Series Supplement), after
         giving effect to the transactions referred to in clause (i) above, an
         amount equal to the balance, if any, of such Available Investor
         Principal Collections shall be treated as Excess Principal Collections
         and applied in accordance with Section 4.04 of the Agreement and
         Section 4.11 hereof.

             (d) On each Distribution Date with respect to any Early
Amortization Period, an amount equal to the Monthly Principal will be
distributed to the Series 2000-A Certificateholders.

         SECTION 4.07. Distributions to Series 2000-A Certificateholders.





                                       27
<PAGE>   28

         (a) The Servicer shall cause the Trustee to make the following
distributions at the following times from the Collection Account, the Reserve
Fund, the Principal Funding Account and the Excess Funding Account:

                  (i) on each Distribution Date, all amounts on deposit in the
     Collection Account or the Reserve Fund that are payable to the Series
     2000-A Certificateholders with respect to accrued interest will be
     distributed to the Series 2000-A Certificateholders;

                  (ii) on the Series 2000-A Expected Payment Date, all amounts
     on deposit in the Principal Funding Account and the amount on deposit in
     the Excess Funding Account, and all amounts on deposit in the Collection
     Account that are payable to the Series 2000-A Certificateholders with
     respect to principal, up to a maximum amount on any such day equal to the
     excess of the outstanding principal balance of the Series 2000-A
     Certificates over the unreimbursed Investor Charge-Offs, shall be
     distributed to the Series 2000-A Certificateholders;

                  (iii) on each Special Payment Date, all amounts on deposit in
     the Principal Funding Account and the Excess Funding Account, and all
     amounts on deposit in the Collection Account that are payable to the Series
     2000-A Certificateholders with respect to principal, up to a maximum amount
     on any such day equal to the excess of the outstanding principal balance of
     the Series 2000-A Certificates over the unreimbursed Investor Charge-Offs,
     shall be distributed to the Series 2000-A Certificateholders.

         (b) On each Distribution Date on which there is any Carry-over Amount
or Additional Carry-over Amount, the Servicer shall instruct the Trustee to
distribute to the Series 2000-A Certificateholders the amounts on deposit in the
Yield Supplement Account and the Collection Account payable with respect thereto
pursuant to Section 4.04(b)(iii) and Section 4.06(a) (other than from Available
Seller's Collections), respectively.

         (c) If, on the Final Payment Date, there is any Carry-over Amount or
Additional Carry-over Amount (after giving effect to any distributions on such
date pursuant to Section 4.07(b)), the Servicer shall instruct the Trustee to
distribute to the Series 2000-A Certificateholders the amounts payable with
respect thereto pursuant to Sections 4.08(b) and 4.08(d).

         (d) The distributions to be made pursuant to this Section are subject
to the provisions of Sections 2.03, 9.02, 10.01 and 12.02 of the Agreement and
Sections 8.01 and 8.02 of this Series Supplement.

     SECTION 4.8. Application of Reserve Fund and Available Subordinated
Amount.

         (a) If the portion of Investor Non-Principal Collections and Investment
Proceeds allocated to the Series 2000-A Certificateholders on any Distribution
Date pursuant to Section 4.06(a) is not sufficient to make the entire
distributions required on such Distribution Date by Sections 4.06(a)(i), (ii)
and (iv), the Servicer shall cause the Trustee to withdraw funds from the
Reserve Fund to the extent available therein, and apply such funds to complete
the distributions


                                       28

<PAGE>   29


pursuant to Section 4.06(a)(i), (ii) and (iv); provided, however, that during
any Early Amortization Period (other than an Early Amortization Period which has
ended as described in clause (c) or clause (d) of the definition thereof in this
Series Supplement) funds shall not be withdrawn from the Reserve Fund to make
distributions otherwise required by Section 4.06(a)(iv) to the extent that,
after giving effect to such withdrawal, the amount on deposit in the Reserve
Fund shall be less than $750,000.

         (b) If there is a Required Subordination Draw Amount for such
Distribution Date, and such Distribution Date is not the Final Payment Date, the
Servicer shall apply or cause the Trustee to apply the Available Seller's
Collections on deposit in the Collection Account on such Distribution Date, but
only up to the amount of the Required Subordination Draw Amount, to make the
distributions required by Sections 4.06(a)(i), (ii) and (iv) that have not been
made through the application of funds from the Reserve Fund in accordance with
the preceding paragraph. If there is a Required Subordination Draw Amount for
such Distribution Date, and such Distribution Date is the Final Payment Date,
the Servicer shall apply or cause the Trustee to apply the Available Seller's
Collections on deposit in the Collection Account on such Distribution Date, but
only up to the amount of the Required Subordination Draw Amount, to make the
distributions required by Sections 4.06(a)(i), (ii), (iv) and (v) with respect
to the Series 2000-A Certificates that have not been made through the
application of funds from the Reserve Fund in accordance with Section 4.08(d).
Any such Available Seller's Collections remaining after the application thereof
pursuant to the first or second preceding sentence, as applicable, shall be
treated as a portion of Investor Principal Collections for such Distribution
Date, but only up to the amount of unpaid Adjustment Payments allocated to
Series 2000-A as described in Section 4.05(a)(vi). The amount of the Available
Seller's Collections applied in accordance with the three preceding sentences
shall reduce the Available Subordinated Amount in all other cases as described
in clause (A) of the definition thereof. If the Required Subordination Draw
Amount exceeds Available Seller's Collections for such Distribution Date, the
Available Subordinated Amount shall be further reduced by the amount of such
excess, but not by more than the sum of (x) the Investor Default Amount and (y)
the amount of unpaid Adjustment Payments allocated to Series 2000-A as described
in Section 4.05(a)(vi).

         (c) If, after giving effect to the allocations of, distributions from,
and deposits in, the Reserve Fund made pursuant to Sections 4.01(c), 4.04,
4.06(a), 4.08(a) and 4.08(e), (i) the amount in the Reserve Fund is greater than
the Reserve Fund Required Amount (or, for any Distribution Date with respect to
an Early Amortization Period, the Excess Reserve Fund Required Amount) for such
Distribution Date, the Servicer shall cause the Trustee to distribute such
excess amount to the Seller, subject to the proviso contained in paragraph (f)
below or (ii) the amount in the Reserve Fund is less than such Reserve Fund
Required Amount, then the Trustee shall deposit any remaining Available Seller's
Collections on deposit in the Collection Account for such Distribution Date
after giving effect to Section 4.08(b) into the Reserve Fund until the amount in
the Reserve Fund is equal to such Reserve Fund Required Amount. On the
Termination Date, any funds in the Reserve Fund will be treated as Available
Investor Principal Collections.

         (d) If, on the Final Payment Date, after giving effect to (c) above,
there is a Carry-over Amount or a Additional Carry-over Amount after giving
effect to withdrawals from the Yield

                                       29

<PAGE>   30


Supplement Account on such date, the Servicer shall cause the Trustee to
withdraw funds in the amount of such Carry-over Amount or Additional Carry-over
Amount from the Reserve Fund (to the extent available therein), and distribute
such funds to the Series 2000-A Certificateholders.

         (e) If, for any Distribution Date with respect to an Early Amortization
Period, after giving effect to the allocations of, distributions from, and
deposits in, the Reserve Fund made pursuant to Sections 4.01(c), 4.04, 4.06(a)
and 4.08(a), the amount in the Reserve Fund is less than the Excess Reserve Fund
Required Amount for such Distribution Date, the Trustee shall deposit any
remaining Available Seller's Collections on deposit in the Collection Account
for such Distribution Date into the Reserve Fund until the amount in the Reserve
Fund is equal to such Excess Reserve Fund Required Amount.

         (f) The balance of Available Seller's Collections on any Distribution
Date, after giving effect to any distributions thereof pursuant to Section
4.08(a), (b), (c) or (e), shall be distributed to the Seller on such
Distribution Date; provided that, in the case of any remaining Available
Seller's Principal Collections, if the Trust Available Subordinated Amount for
the immediately preceding Determination Date exceeds the Seller's Participation
Amount on such date (determined after giving effect to any Principal Receivables
transferred to the Trust on such Distribution Date), Section 4.08(c) hereof
shall not apply and the amount of such excess shall be deposited into the
Reserve Fund, with any remaining Available Seller's Principal Collections paid
to the Seller.

     SECTION 4.9. Investor Charge-Offs. If, on any Distribution Date on which
the Available Subordinated Amount on the preceding Determination Date (after
giving effect to the allocations, distributions, withdrawals and deposits to be
made on such Distribution Date) is zero and the Deficiency Amount for such
Distribution Date is greater than zero, the Invested Amount shall be reduced by
the amount of the excess of such Deficiency Amount over any remaining Available
Subordinated Amount on such Determination Date, but not by more than the
Investor Default Amount (an "Investor Charge-Off"). Any such Investor Charge-Off
shall be applied to reduce the Invested Amount for the related Collection
Period. Investor Charge-Offs shall thereafter be reimbursed and the Invested
Amount increased (but not by an amount in excess of the aggregate unreimbursed
Investor Charge-Offs on any Distribution Date) by the sum of (a) Allocable
Miscellaneous Payments with respect to such Distribution Date and (b) the amount
of Excess Servicing allocated and available for that purpose pursuant to Section
4.10(a). Any such increase shall be applied to increase the outstanding
principal balance the Series 2000-A Certificates for the related Collection
Period.

     SECTION 4.10. Excess Servicing. The Servicer shall cause the Trustee to
apply, on each Distribution Date, commencing with the Initial Distribution Date,
Excess Servicing with respect to the Collection Period immediately preceding
such Distribution Date, to make the following distributions in the following
priority:

         (a) an amount equal to the aggregate amount of Investor Charge-Offs
     which have not been previously reimbursed as provided in Section 4.09
     (after giving effect to the allocation on such Distribution Date of any
     amount for that purpose pursuant to Section 4.09) shall be treated as a
     portion of Available Investor Principal Collections with respect to such
     Distribution Date;


                                       30

<PAGE>   31

         (b) an amount equal to the aggregate outstanding amounts of the
     Certificateholders Monthly Servicing Fee which have been previously waived
     pursuant to Section 3.01 shall be distributed to the Servicer; and

         (c) the balance, if any, shall be distributed to the Seller.

     SECTION 4.11. Excess Principal Collections.

         (a) That portion of Excess Principal Collections for any Distribution
Date equal to the amount of Series 2000-A Excess Principal Collections for such
Distribution Date will be allocated to Series 2000-A and will be distributed as
set forth in this Series Supplement.

         (b) Series 2000-A Excess Principal Collections, with respect to any
Distribution Date, shall mean an amount equal to the Series 2000-A Principal
Shortfall for such Distribution Date; provided, however, that, if the aggregate
amount of Excess Principal Collections for all Series for such Distribution Date
is less than the aggregate amount of Principal Shortfalls for all Series
entitled to share Excess Principal Collections for such Distribution Date, then
Series 2000-A Excess Principal Collections for such Distribution Date shall
equal the product of (x) Excess Principal Collections for all Series for such
Distribution Date and (y) a fraction, the numerator of which is the Series
2000-A Principal Shortfall for such Distribution Date and the denominator of
which is the aggregate amount of Principal Shortfalls for all Series entitled to
share Excess Principal Collections for such Distribution Date. The "Series
2000-A Principal Shortfall", with respect to any Distribution Date, shall equal
the excess of (i) (x) for any Distribution Date with respect to the Accumulation
Period, the Controlled Deposit Amount, or (y) for any Distribution Date with
respect to an Early Amortization Period, the Invested Amount, over (ii) (x) with
respect to the Accumulation Period, Available Investor Principal Collections for
such Distribution Date (excluding any portion thereof attributable to Excess
Principal Collections) or (y) with respect to an Early Amortization Period,
Available Investor Principal Collections for such Distribution Date (excluding
any portion thereof attributable to Excess Principal Collections).

     SECTION 4.12. Excess Funding Account.

         (a) Any funds on deposit in the Excess Funding Account on the September
2002 Distribution Date will be deposited in the Principal Funding Account on
such date. No funds will be deposited in the Excess Funding Account during any
Early Amortization Period. Additionally, no amounts will be deposited in the
Excess Funding Account with respect to any Collection Period following the
August 2002 Collection Period.

         (b) On each Determination Date during any Nonprincipal Period, the
Seller shall determine whether the sum of the Invested Amount (reduced for this
purpose by the amount, if any, by which the Required Participation Amount
exceeds the Pool Balance due to an increase in the Subordination Factor) and the
amount on deposit in the Excess Funding Account (other than any Investment
Proceeds) is greater than the outstanding principal balance of the Series 2000-A
Certificates. If on any such Determination Date such sum is greater than the
outstanding principal balance of the Series 2000-A Certificates and thus there
are sufficient Principal Receivables in the Trust to permit an increase in the
Invested Amount without causing an Early Amortization Event


                                       31

<PAGE>   32


to occur with respect to any outstanding Series, the Seller shall notify the
Trustee of the amount of the increase in the Invested Amount. Subject to the
provisions set forth below in this Section 4.12(b) and to Sections 4.12(c) and
(d) below, upon receipt of such notice the Invested Amount shall be increased by
the amount specified, and the Servicer shall instruct the Trustee to withdraw
from the Excess Funding Account and pay to the Seller or allocate to one or more
other Series, on the immediately succeeding Distribution Date, an amount equal
to the amount of such increase in the Invested Amount. Such payment shall be in
payment or partial payment pursuant to the Receivables Purchase Agreement for
additional Principal Receivables transferred to the Trust or allocated to Series
2000-A. To the extent that the Invested Amount is increased by any payment to
the Seller or any allocation to one or more other Series, the Seller's Interest
or such other Series invested amount, as applicable, shall be reduced by the
amount of such payment. In addition, any increase in the Invested Amount is
subject to the condition that after giving effect to such increase (i) the Pool
Balance equals or exceeds (ii) the sum of (A) the Required Participation Amount,
(B) the sum of the Required Subordinated Amount and the sum of the required
subordinated amounts for all other Series (or, if such other series shall have
no required subordinated amount, the available subordinated amount with respect
to such Series) and (C) the sum of any subordinated amounts supporting any
Enhancement for all other Series. In connection with the foregoing, the Seller
shall endeavor (taking into account any seasonality experienced in the Accounts
in the Trust) to minimize the amounts on deposit, from time to time, in the
Excess Funding Account.

         (c) In the event that other Series issued by the Trust provide for
excess funding accounts or other arrangements similar to the Excess Funding
Account involving fluctuating levels of investments in Principal Receivables,
(i) the allocation of additional Principal Receivables to increase the Invested
Amount, and the invested amounts of such other Series (and the related
withdrawals from the Excess Funding Account and the other excess funding or
similar accounts) will be based on the proportion that the amount on deposit in
the Excess Funding Account bears to amounts on deposit in the excess funding
accounts of all Series providing for excess funding accounts or such similar
arrangements or to amounts otherwise similarly available and (ii) the deposit of
amounts into the Excess Funding Account and the excess funding accounts of such
other Series will be pro rata based on the proportion that the Adjusted Invested
Amount bears to the adjusted invested amounts of all Series providing for excess
funding accounts or such similar arrangements.

         (d) In the event that any other Series is in an amortization, early
amortization or accumulation period the amounts of any withdrawals from the
Excess Funding Account shall be applied first to satisfy in full any then
applicable funding or payment requirements of such Series and second to make a
payment to the Seller. In the event that more than one other Series is in an
amortization, early amortization or accumulation period, the amounts of any
withdrawals from the Excess Funding Account shall be allocated (and, if
necessary, reallocated) among such Series as specified in the related Series
Supplement to meet the funding or payment requirements of each such Series first
to satisfy in full all then applicable funding or payment requirements of each
such Series and second to make a payment to the Seller.

     SECTION 4.13. Accumulation Period Length; Accumulation Period
Commencement Date. Beginning on the September 2002 Distribution Date, and on
each Distribution Date thereafter that occurs prior

                                       32


<PAGE>   33



to the Accumulation Period Commencement Date, the Servicer shall calculate the
Accumulation Period Length and, if applicable, determine the Accumulation Period
Commencement Date. Once the Servicer has determined the Accumulation Period
Commencement Date, the Servicer shall promptly notify the Trustee in writing of
such determination. In connection therewith, the Seller hereby agrees not to
cause the Trust to issue any new Series during the period from the date hereof
until the date that the Series 2000-A Certificates shall have been paid in full,
if such issuance would have an adverse effect on the results obtained by
application of the formula used to compute the Accumulation Period Length.



                                    ARTICLE V

                            Distributions and Reports
                       to Series 2000-A Certificateholders

     SECTION 5.1. Distributions.

         (a) On each Distribution Date, commencing with the Initial Distribution
Date, the Trustee shall distribute to each Series 2000-A Certificateholder of
record on the preceding Record Date (other than as provided in Section 12.02 of
the Agreement respecting a final distribution) such Certificateholder's pro rata
share (based on the aggregate fractional undivided interests represented by the
Series 2000-A Certificates held by such Certificateholder) of the amounts on
deposit in the Series 2000-A Accounts as is payable to the Series 2000-A
Certificateholders on such Distribution Date pursuant to Section 4.07.

         (b) Except as provided in Section 12.02 of the Agreement with respect
to a final distribution, distributions to Series 2000-A Certificateholders
hereunder shall be made by check mailed to each Series 2000-A Certificateholder
at such Certificateholder's address appearing in the Certificate Register
without presentation or surrender of any Series 2000-A Certificate or the making
of any notation thereon; provided, however, that, with respect to Series 2000-A
Certificates registered in the name of a Depository, such distributions shall be
made to such Depository in immediately available funds.

     SECTION 5.2. Reports and Statements to Series 2000-A Certificateholders.

         (a) At least two Business Days prior to each Distribution Date,
commencing with the Initial Distribution Date, the Servicer will provide to the
Trustee, and on each such Distribution Date, the Servicer will make available
via the Internet, a statement substantially in the form of Exhibit B prepared by
the Servicer setting forth certain information relating to the Trust and the
Series 2000-A Certificates.

         (b) A copy of each statement provided pursuant to paragraph (a) will be
made available for inspection at the Corporate Trust Office.

         (c) On or before January 31 of each calendar year, beginning with
calendar year 2000, the Trustee shall furnish or cause to be furnished to each
Person who at any time during the preceding calendar year was a Series 2000-A
Certificateholder (or Certificate Owner), a statement


                                       33


<PAGE>   34


prepared by the Servicer containing the information which is required to be
contained in the statement to Series 2000-A Certificateholders as set forth in
paragraph (a) above, aggregated for such calendar year or the applicable portion
thereof during which such Person (or any related Certificate Owner) was a Series
2000-A Certificateholder (or Certificate Owner), together with other information
as is required to be provided by an issuer of indebtedness under the Internal
Revenue Code and such other customary information as is necessary to enable the
Series 2000-A Certificateholders (or Certificate Owners) to prepare their tax
returns. Such obligation of the Trustee shall be deemed to have been satisfied
to the extent that substantially comparable information shall be provided by the
Trustee pursuant to any requirements of the Internal Revenue Code as from time
to time in effect.


                                   ARTICLE VI

                               Amortization Events

     SECTION 6.1. Additional Amortization Events. The occurrence of any of the
following events shall be deemed to be an Early Amortization Event solely with
respect to Series 2000-A:

         (a) on any Determination Date, the average of the Monthly Payment Rates
     for the three preceding Collection Periods is less than 20%;

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

         (c) any Service Default with respect to Series 2000-A occurs;

         (d) on any Determination Date, as of the last day of the preceding
     Collection Period, the aggregate amount of Principal Receivables relating
     to Used Vehicles exceeds 20% of the Pool Balance on such last day;

         (e) any Carry-over Amount or any Additional Carry-over Amount is
     outstanding on six consecutive Distribution Dates;

         (f) the outstanding principal amount of the Series 2000-A Certificates
     is not repaid by the Series 2000-A Expected Payment Date;

         (g) the Trust shall file a petition commencing a voluntary case under
     any chapter of the Federal bankruptcy laws; or the Trust shall file a
     petition or answer or consent seeking reorganization, arrangement,
     adjustment, or composition under any other similar applicable Federal law,
     or shall consent to the filing of any such petition, answer, or consent; or
     the Trust shall appoint, or consent to the appointment of, a custodian,
     receiver, liquidator, trustee, assignee, sequestrator or other similar
     official in bankruptcy or insolvency of it or of any substantial part of
     its property; or the Trust shall make an assignment for the benefit of
     creditors, or shall admit in writing its inability to pay its debts
     generally as they become due; and




                                       34
<PAGE>   35



         (h) any order for relief against the Trust shall have been entered by a
     court having jurisdiction in the premises under any chapter of the Federal
     bankruptcy laws, and such order shall have continued undischarged or
     unstayed for a period of 60 days; or a decree or order by a court having
     jurisdiction in the premises shall have been entered approving as properly
     filed a petition seeking reorganization, arrangement, adjustment, or
     composition of the Trust under any other similar applicable Federal law,
     and such decree or order shall have continued undischarged or unstayed for
     a period of 120 days; or a decree or order of a court having jurisdiction
     in the premises for the appointment of a custodian, receiver, liquidator,
     trustee, assignee, sequestrator, or other similar official in bankruptcy or
     insolvency of the Trust or of any substantial part of its property, or for
     the winding up or liquidation of its affairs, shall have been entered, and
     such decree or order shall have remained in force undischarged or unstayed
     for a period of 120 days.

     The Trustee agrees that upon gaining knowledge of the occurrence of any
event described in Section 9.01 of the Agreement or Section 6.01 of this Series
Supplement it shall (a) promptly provide notice to the Rating Agencies of the
occurrenc e of such event and (b) notify the Series 2000-A Certificateholders of
the occurrence of such event within 45 days of the expiration of the applicable
grace period, if any. In the case of any event described in Sections 9.01(f) or
(g) of the Agreement or Section 6.01(c) of this Series Supplement, an Early
Amortization Event with respect to Series 2000-A will be deemed to have occurred
only if, after the applicable grace period described in such Sections, if any,
either the Trustee or Series 2000-A Certificateholders evidencing more than 50%
of the aggregate unpaid principal amount of the Series 2000-A Certificates by
written notice to the Seller and the Servicer (and the Trustee, if given by
Series 2000-A Certificateholders) declare that an Early Amortization Event has
occurred as of the date of such notice. In the case of any other Early
Amortization Event, such Early Amortization Event will be deemed to have
occurred immediately upon the occurrence of such event, without any notice or
other action on the part of the Trustee or the Series 2000-A Certificateholders.

     In the case of any Early Amortization Event described in Sections 9.01(a)
or (f) of the Agreement or this Section 6.01, other than Sections 6.01(f), (g)
or (h), provided that (i) no other Early Amortization Event (other than an Early
Amortization Event which has resulted in an Early Amortization Period which has
terminated as described in clause (c) or clause (d) of the definition thereof in
this Series Supplement) has occurred and (ii) the scheduled termination of the
Revolving Period has not occurred, the Trustee agrees that it shall request
written confirmation from Standard & Poor's that the termination of the Early
Amortization Period caused by the occurrence of such Early Amortization Event
will not result in the downgrading or withdrawal of such entity's rating of the
Series 2000-A Certificates.

     The Trustee further agrees that, where applicable, it shall promptly notify
the Series 2000-A Certificateholders that it has received the written
confirmation referred to in the preceding paragraph, and that the Series 2000-A
Certificateholders may elect to terminate the related Early Amortization Period.


                                   ARTICLE VII

                               Optional Repurchase



                                       35

<PAGE>   36


     SECTION 7.1. Optional Repurchase.

         (a) On any Distribution Date occurring after the date on which the
Invested Amount is reduced to $75,000,000 or less, the Servicer shall have the
option to purchase the entire Series 2000-A Certificateholders' Interest, at a
purchase price equal to the Reassignment Amount for such Distribution Date.

         (b) The Servicer shall give the Seller and the Trustee at least 10
days' prior written notice of the Distribution Date on which the Servicer
intends to exercise one of the purchase options described above. Not later than
12:00 noon, New York City time, on such Distribution Date the Servicer shall
deposit the Reassignment Amount into the Collection Account in immediately
available funds. Such purchase options are subject to payment in full of the
Reassignment Amount. The Reassignment Amount shall be distributed as set forth
in Section 8.01(d).

         (c) If at the time the Servicer exercises one of its purchase options
hereunder the Servicer's long-term unsecured debt has a rating lower than Baa3
by Moody's, the Servicer shall deliver to the Trustee on such Distribution Date
an opinion of Counsel (which must be an independent outside counsel) to the
effect that, in reliance on certain certificates to the effect that the Series
2000-A Certificateholders' Interest purchased by the Servicer constitutes fair
value for the consideration paid therefor and as to the solvency of the
Servicer, the purchase of the Series 2000-A Certificateholders Interest would
not be considered a fraudulent conveyance under applicable law.



                                  ARTICLE VIII

                               Final Distributions

     SECTION 8.1. Sale of Certificateholders' Interest Pursuant to Section
2.03 of the Agreement; Distributions Pursuant to Section 7.01 of this Series
Supplement or Section 2.03 or 12.02(c) of the Agreement.

         (a) The amount to be paid by the seller to the Collection Account with
respect to Series 2000-A in connection with a purchase of the Series 2000-A
Certificateholders' Interest pursuant to Section 2.03 of the Agreement shall
equal the Reassignment Amount for the Distribution Date on which such repurchase
occurs.

         (b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 2.03 of the Agreement, the Trustee shall,
not later than 12:00 noon, New York City time, on the Distribution Date on which
such amounts are deposited (or, if such date is not a Distribution Date, on the
immediately following Distribution Date) (in the priority set forth below): (x)
deposit the Invested Amount on such date into the Principal Funding Account and
(y) deposit the amount of accrued and unpaid interest on the unpaid balance of
the Series 2000-A Certificates, plus the amount of Additional Interest, if any,
for such Distribution Date plus the amount of any Additional Interest previously
due but not paid to Series 2000-A Certificateholders on a prior Distribution
Date, plus the amount of any Carry-over Amount for such Distribution


                                       36

<PAGE>   37


Date and any Carry-over Amount previously due but not paid to Series 2000-A
Certificateholders on a prior Distribution Date, plus the amount of any
Additional Carry-over Amount for such Distribution Date, plus the amount of any
Additional Carry-over Amount previously due but not paid to Series 2000-A
Certificateholders on any prior Distribution Date, up to the Reassignment Amount
for Series 2000-A.

         (c) With respect to any Termination Proceeds deposited into the
Collection Account pursuant to Section 12.02(c) of the Agreement, the Trustee
shall, not later than 12:00 noon, New York City time, on the Distribution Date
on which such amounts are deposited (or, if such date is not a Distribution
Date, on the immediately following Distribution Date) (in the priority set forth
below): first, (x) deposit the Invested Amount on such date into the Principal
Funding Account and (y) deposit the amount of accrued and unpaid interest on the
unpaid balance of the Series 2000-A Certificates, plus the amount of Additional
Interest, if any, for such Distribution Date, plus the amount of any Additional
Interest previously due but not paid to Series 2000-A Certificateholders on a
prior Distribution Date, plus the amount of any Carry-over Amount for such
Distribution Date, plus the amount of any Carry-over Amount previously due but
not paid to Series 2000-A Certificateholders on any prior Distribution Date,
plus the amount of any Additional Carry-over Amount for such Distribution Date,
plus the amount of any Additional Carry-over Amount previously due but not paid
to Series 2000-A Certificateholders on a prior Distribution Date, up to the
Reassignment Amount and (ii) second, pay the remainder of any Termination
Proceeds to the Seller.

         (d) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 of this Series Supplement, the
Trustee shall, not later than 12:00 noon, New York City time, on the
Distribution Date on which such amounts are deposited (in the priority set forth
below): (x) deposit the Invested Amount on such date into the Principal Funding
Account and (y) deposit the amount of accrued and unpaid interest on the unpaid
balance of the Series 2000-A Certificates, plus the amount of Additional
Interest, if any, for such Distribution Date, plus the amount of any Additional
Interest previously due but not paid to Series 2000-A Certificateholders on a
prior Distribution Date, plus the amount of any Carry-over Amount for such
Distribution Date, plus the amount of any Carry-over Amount previously due but
not paid to Series 2000-A Certificateholders on any prior Distribution Date,
plus the amount of any Additional Carry-over Amount for such Distribution Date,
plus the amount of any Additional Carry-over Amount previously due but not paid
to Series 2000-A Certificateholders on a prior Distribution Date, up to the
Reassignment Amount.

         (e) Notwithstanding anything to the contrary in this Series Supplement
or the Agreement, the entire amount deposited in the Principal Funding Account
pursuant to Section 7.01 or 8.01 and all other amounts on deposit therein shall
be distributed in full to the Series 2000-A Certificateholders on such date and
any distribution made pursuant to paragraph (c) above shall be deemed to be a
final distribution pursuant to Section 12.02 of the Agreement with respect to
the Series 2000-A Certificates.

     SECTION 8.2. Distribution of Proceeds of Sale, Disposition or Liquidation
of the Receivables Pursuant to Section 9.02 of the Agreement.


                                       37


<PAGE>   38


         (a) Not later than 12:00 noon, New York City time, on the Distribution
Date following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall first (in each case, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date) deduct an amount equal to the
Invested Amount on such Distribution Date from the portion of the Insolvency
Proceeds allocated to Allocable Principal Collections and deposit such amount in
the Principal Funding Account; provided that the amount of such deposit shall
not exceed the product of (x) the portion of the Insolvency Proceeds allocated
to Allocable Principal Collections and (y) 100% minus the Excess Seller's
Percentage with respect to the related Collection Period. The remainder of the
portion of the Insolvency Proceeds allocated to Allocable Principal Collections
shall be allocated to the Seller's Interest and shall be released to the Seller
on such Distribution Date.

         (b) Not later than 12:00 noon, New York City time, on such Distribution
Date, the Trustee shall first (in each case, after giving effect to any deposits
and distributions otherwise to be made on such Distribution Date) deduct an
amount equal to the sum of (i) Monthly Interest for such Distribution Date, (ii)
any Monthly Interest previously due but not distributed on a prior Distribution
Date, (iii) the amount of Additional Monthly Interest, if any, for such
Distribution Date and any Additional Monthly Interest previously due but not
distributed on a prior Distribution Date, (iv) any Carry-over Amount for such
Distribution Date and any Carry-over Amount previously due but not distributed
to the Series 2000-A Certificateholders on a prior Distribution Date and (v) the
amount of any Additional Carry-over Amount for such Distribution Date and any
Additional Carry-over Amount previously due but not distributed to the Series
2000-A Certificateholders on a prior Distribution Date, from the portion of the
Insolvency Proceeds allocated to Allocable Non-Principal Collections and deposit
such amount in the Collection Account with such funds designated by the Trustee
as being held for the benefit of the Series 2000-A Certificateholders; provided
that the amount of such distribution shall not exceed (x) the product of (A) the
portion of the Insolvency Proceeds allocated to Allocable Non-Principal
Collections and (B) 100% minus the Excess Seller's Percentage. The remainder of
the portion of the Insolvency Proceeds allocated to Allocable Non-Principal
Collections shall be allocated to the Seller's Interest and shall be released to
the Seller on such Distribution Date.

         (c) Notwithstanding anything to the contrary in this Series Supplement
or in the Agreement, the entire amount deposited in the Principal Funding
Account and the Collection Account pursuant to this Section and all other
amounts on deposit therein shall be distributed in full to the Series 2000-A
Certificateholders on the Distribution Date on which funds are deposited
pursuant to this Section (or, if not so deposited on a Distribution Date, on the
immediately following Distribution Date) and any distribution made pursuant to
this Section shall be deemed to be a final distribution pursuant to Section
12.02 of the Agreement with respect to Series 2000-A.


                                   ARTICLE IX

                            Miscellaneous Provisions

     SECTION 9.1. Certain Permitted Actions, Amendments to the Agreement;
Additional Covenants.


                                       38

<PAGE>   39


         (a) Notwithstanding anything to the contrary in the Agreement, funds on
deposit in the Collection Account may be invested in any Eligible Investments
(as that term is defined in this Series Supplement) that will mature so that
funds will be available on or before the following Distribution Date.

         (b) Notwithstanding anything to the contrary in the Agreement,
including Section 2.07(c) thereof, the Seller shall not be required to make any
deposit to the Collection Account in respect of the Repurchased Receivables
Price of any receivables repurchased by the Seller from the Trust pursuant to
such Section.

         (c) Notwithstanding anything to the contrary contained herein or in the
Agreement, the Seller shall have the right to require the reassignment to it of
all the Trust's right, title and interest in, to and under the Receivables then
existing and thereafter created, all monies due or to become due and all amounts
received with respect thereto and all proceeds thereof in or with respect to the
Accounts ("Automatic Removed Accounts") designated by the Seller, upon
satisfaction of the following conditions: (a) on or before the fifth business
day immediately preceding the date upon which such Accounts are to be removed,
the Seller shall have given the Trust, each Enhancement Provider and the Rating
Agencies a Removal Notice specifying the date for removal of the Automatic
Removed Accounts (the "Automatic Removal Date"); (b) on or prior to the date
that is five Business Days after the Automatic Removal Date, the Seller shall
have delivered to the Trustee a computer file or microfiche or written list
containing a true and complete list of the Automatic Removed Accounts specifying
for each such Account, as of the removal notice date, its account number and the
aggregate amount of Receivables outstanding in such Account; (c) the Seller
shall have represented and warranted as of each Automatic Removal Date that the
list of Automatic Removed Accounts delivered pursuant to clause (b) above, as of
the Automatic Removal Date, is true and complete in all material respects; (d)
the Trustee shall have received confirmation from each Rating Agency that such
removal will not result in a reduction or withdrawal of such Rating Agency's
rating of any outstanding Series or Class of Certificates; (e) the Seller shall
have delivered to the Trustee, each Rating Agency and any Enhancement Providers
an officers' certificate, dated the Automatic Removal Date, to the effect that
the Seller reasonably believes that such removal will not cause an early
amortization event to occur with respect to any Series; and (f) the Seller shall
have delivered to the Trustee, each Rating Agency and any Enhancement Providers
a Tax Opinion, dated the Automatic Removal Date, with respect to such removal.
Notwithstanding the provisions described above, from and after the date on which
no Series issued prior to March 10, 1999, is outstanding, the conditions
specified in (a) that relate to Enhancement Providers and Rating Agencies and
the conditions specified in (d), (e) and (f) above will not be required if all
of the Accounts to be removed have liquidated and have zero balances.

     Upon satisfaction of the above conditions, on the Automatic Removal Date
all the right, title and interest of the Trust in and to the Receivables arising
in the Automatic Removed Accounts, all monies due and to become due and all
amounts received with respect thereto and all proceeds thereof shall be deemed
removed from the Trust for all purposes.

         (d) Notwithstanding anything to the contrary herein or in the
Agreement, subject to the other limitations described in Section 4.03 of the
Agreement, CFC need not deposit

                                       39

<PAGE>   40


collections with respect to any Collection Period in the Collection Account
until the related Distribution Date.

         (e) Unless otherwise agreed to by the Rating Agencies, notwithstanding
anything to the contrary herein or in the Agreement, the Seller may from time to
time, at its discretion, and subject only to the limitations specified in this
paragraph, designate Additional Accounts to be added to the Trust. (Additional
Accounts designated to be added to the Trust in accordance with the provisions
of this Section 10.01(e) are referred to herein as "Automatic Additional
Accounts".) On the Addition Date with respect to any Automatic Additional
Accounts, the Trust shall purchase the Receivables in such Automatic Additional
Accounts (and such Automatic Additional Accounts shall be deemed to be Accounts
for purposes of the Agreement) as of the close of business on the applicable
Additional Cut-Off Date, subject to the satisfaction of the following
conditions:

                  (i) such Automatic Additional Accounts shall be Eligible
     Accounts;

                  (ii) the Seller shall, to the extent required by Section 4.03
     of the Agreement, have deposited in the Collection Account all Collections
     with respect to such Automatic Additional Accounts since the Additional
     Cut-Off Date;

                  (iii) no selection procedures believed by the Seller to be
     adverse to the interests of the Series 2000-A Certificateholders were used
     in selecting such Automatic Additional Accounts,

                  (iv) as of each of the Additional Cut-Off Date and the
     Addition Date, no Insolvency Event with respect to CFC or the Seller shall
     have occurred nor shall the transfer of the Receivables arising in the
     Automatic Additional Accounts to the Trust have been made in contemplation
     of the occurrence thereof;

                  (v) the addition of the Receivables arising in the Automatic
     Additional Accounts shall not cause an early amortization event or any
     event that, after the giving of notice or the lapse of time, would
     constitute a early amortization event to occur with respect to any Series;

                  (vi) on or before each Addition Date with respect to Automatic
     Additional Accounts, the Seller shall have delivered to the Trustee and the
     Rating Agencies (A) an Opinion of Counsel with respect to the Receivables
     in the Automatic Additional Accounts substantially in the form of Exhibit
     G-2 to the Agreement and (B) a Tax Opinion with respect to such addition;

                  (vii) within ten Business Days of the date on which any such
     Receivables are added to the Trust, the Seller shall have delivered to the
     Trustee a written assignment and a computer file or a microfiche list
     containing a true and complete list of the related Automatic Additional
     Accounts specifying for each such Account its account number, the
     collection status, the aggregate amount outstanding in such Account and the
     aggregate amount of Principal Receivables outstanding in such Account; and


                                       40

<PAGE>   41


                  (viii) the Seller shall have delivered to the Trustee an
     Officer's Certificate of the Seller, dated the Addition Date, to the effect
     that conditions (i) through (v) and (vii) above have been satisfied.

     The Seller hereby represents and warrants to the Trust as of the related
Addition Date as to the matters relating to it set forth in paragraphs (iii) and
(iv) above and that the file or list described below is, as of the applicable
Additional Cut-Off Date, true and complete in all material respects.

     In connection with the designation of Automatic Additional Account to be
added to the Trust, the Seller shall deliver to the Trustee (i) the computer
file or microfiche list required to be delivered pursuant to Section 2.01 of the
Agreement with respect to such Automatic Additional Accounts and (ii) a duly
executed, written Assignment (including an acceptance by the Trustee for the
benefit of the Certificateholders), substantially in the form of Exhibit B to
the Agreement (the "Assignment").

     Unless each Rating Agency otherwise consents, the number of Automatic
Additional Accounts added to the Trust with respect to any of the three
consecutive Collection Periods beginning in January, April, July and October of
each calendar year shall not exceed 8% of the number of Accounts as of the first
day of the calendar year during which such Collection Periods commence and the
number of Automatic Additional Accounts designated during any such calendar year
shall not exceed 20% of the number of Accounts as of the first day of such
calendar year. On or before the first business day of each Collection Period
beginning in January, April, July and October of each calendar year, the Seller
shall have requested and obtained notification from each Rating Agency of any
limitations to the right of the Seller to designate Eligible Accounts as
Automatic Additional Accounts during any period which includes such Collection
Period. To the extent that Automatic Additional Accounts have been added to the
Trust during the three consecutive Collection Periods. ending in the calendar
month prior to such date, on or before January 31, April 30, July 31, October 31
of each calendar year, the Trustee shall have received confirmation from each
Rating Agency that the addition of all Automatic Additional Accounts included as
Accounts during the three consecutive Collection Periods ending in the calendar
month prior to such date shall not have resulted in any applicable Rating Agency
reducing or withdrawing its rating of any outstanding Series or Class of
Certificates. If such Rating Agency confirmation with respect to any Automatic
Additional Accounts is not so received, such Automatic Additional Accounts will
be removed from the Trust.

         (f) Each Holder of a Series 2000-A Certificate, by such Holder's
acceptance thereof, will be deemed to have consented to an amendment to the
Agreement that incorporates the provisions of Sections 9.01(a), 9.01(b),
9.01(c), 9.01(d) and 9.01(e), it being understood that no such amendment shall
be effective unless and until, with respect to the last sentence of Section
9.01(c), each Series of Investor Certificates issued prior to March 10, 1999
shall no longer be outstanding or shall have consented to such amendment in
accordance with the Agreement.

         (g) Except for the conveyance hereunder to the Trustee, the Seller will
not sell, pledge, assign or transfer to any other Person any rights it might
have to funds on deposit in the Reserve Fund, the Principal Funding Account, the
Excess Funding Account or the Yield



                                       41

<PAGE>   42


Supplement Account, or Investment Proceeds with respect thereto.

         (h) Notwithstanding anything to the contrary in Section 12.02(c) of the
Agreement, the following shall be applicable to the Series 2000-A Certificates:

     In the event that the Invested Amount is greater than zero on the
Termination Date (after giving effect to deposits and distributions otherwise to
be made on the Termination Date), the Trustee will sell or cause to be sold on
the Termination Date Receivables (or interests therein) in an amount equal to
the sum of (i) 110% of the Invested Amount on the Termination Date (after giving
effect to such deposits and distributions) and (ii) the Available Subordinated
Amount on the preceding Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits to be made on the
Distribution Date following such Determination Date); provided , however, that
in no event shall such amount exceed the product of the Series 2000-A Allocation
Percentage (for the Collection Period in which the Termination Date occurs) of
Receivables on the Termination Date. The proceeds (the "Termination Proceeds")
from such sale shall be immediately deposited into the Collection Account for
the benefit of the Series 2000-A Certificateholders.

     SECTION 9.2. Ratification of Agreement. As supplemented by this Series
Supplement, the Agreement is in all respects ratified and confirmed and the
Agreement as so supplemented by this Series Supplement shall be read, taken and
construed as one and the same instrument.

     SECTION 9.3. Counterparts. This Series Supplement may be executed in two
or more counterparts (and by different parties on separate counterparts) each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

     SECTION 9.4. Dealer Concentrations. So long as this Series 2000-A shall be
outstanding, on the last day of each Collection Period, the Servicer shall
determine if the aggregate amount of Principal Receivables due from any Dealer
or group of affiliated Dealers on such date is greater than 1.5% of the Pool
Balance on such date. The Servicer shall promptly provide the Trustee a report
setting forth the basis for such determination. The Trustee upon request from
any Rating Agency will make such report available to such Rating Agency.

     SECTION 9.5. The Certificates. Notwithstanding anything to the contrary in
the Agreement, each of the Series 2000-A Certificates may be executed by manual
or facsimile signature on behalf of the Seller by any assistant secretary of the
Seller.

     SECTION 9.6. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



                                       42

<PAGE>   43


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

                                     U.S. AUTO RECEIVABLES COMPANY,
                                     Seller,

                                        by
                                           /s/ A. Pisano
                                           -------------



                                     CHRYSLER FINANCIAL COMPANY L.L.C.,
                                     Servicer,

                                        by
                                           /s/ A. Pisano
                                           -------------



                                     THE BANK OF NEW YORK,
                                     Trustee,

                                        by
                                           /s/ Mauro Palladino
                                           -------------------






                                       43
<PAGE>   44


                                                                     EXHIBIT A-1


                              [FORM OF CERTIFICATE]

                               FACE OF CERTIFICATE


                                                 Initial Invested Amount1:
REGISTERED
                                                 $[                    ]
Certificate No. R-[     ]
                                                 CUSIP NO. [                ]

Unless this Certificate 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 certificate
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.


                          CARCO AUTO LOAN MASTER TRUST


               FLOATING RATE AUTO LOAN ASSET BACKED CERTIFICATES,
                                  SERIES 2000-A

              evidencing a fractional undivided interest in certain
                                  assets of the

                          CARCO AUTO LOAN MASTER TRUST

the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
receivables (the "Receivables") generated from time to time in the ordinary
course of business in a portfolio of revolving financing arrangements (the
"Accounts") of Chrysler Financial Company L.L.C. meeting certain eligibility
criteria. This certificate (a "Certificate") does not represent an interest in,
or obligation of, U.S. Auto Receivables Company (the "Seller" or "USA"),
Chrysler Financial Company L.L.C. or any affiliate thereof.

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





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





<PAGE>   45


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

     IN WITNESS WHEREOF, the Seller has caused this Certificate to be duly
executed.

                                    U.S. AUTO RECEIVABLES COMPANY,

                                       by

                                          Name:
                                          Title:



Dated:



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Certificates described in the within-mentioned Pooling
and Servicing Agreement.

THE BANK OF NEW YORK
as Trustee,

   by

     Authorized Officer





                                       45

<PAGE>   46


                             REVERSE OF CERTIFICATE


     This certifies that Cede & Co. (the "Series 2000-A Certificateholder"), is
the registered owner of a fractional undivided interest in certain assets of the
CARCO AUTO LOAN MASTER TRUST (the "Trust") created pursuant to a Pooling and
Servicing Agreement dated as of May 31, 1991, as assigned by Chrysler Auto
Receivables Company to U.S. Auto Receivables Company (the "Seller") on August 8,
1991 (as assigned and as amended and supplemented from time to time, the "P&S"),
among the Seller, Chrysler Credit Corporation, which has been succeeded by
Chrysler Financial Company L.L.C., as servicer (the "Servicer"), and
Manufacturers and Traders Trust Company, which has been succeeded by The Bank of
New York, as trustee (the "Trustee"), as supplemented by the Series 2000-A
Supplement dated as of April 4, 2000 among the Seller, the Servicer and the
Trustee (the "Series Supplement"), that are allocated to the Series 2000-A
Certificateholders' Interest pursuant to the P&S and the Series Supplement. The
P&S and the Series Supplement are hereinafter collectively referred to as the
Pooling and Servicing Agreement. The corpus of the Trust will include (a) all of
the Seller's right, title and interest in, to and under the Receivables in each
Account and all Collateral Security with respect thereto owned by the Seller at
the close of business on the Cut-Off Date, in the case of the Initial Accounts,
and on the applicable Additional Cut-Off Date, in the case of Additional
Accounts, and all monies due or to become due and all amounts received with
respect thereto and all proceeds (including "proceeds" as defined in Section
9-306 of the UCC as in effect in the State of Michigan and Recoveries) thereof,
(b) all of the Seller's rights, remedies, powers and privileges with respect to
such Receivables under the Receivables Purchase Agreement, (c) all of the
Seller's right, title and interest in, to and under the Receivables in each
Account (other than any newly created Receivables in any Designated Account) and
all Collateral Security with respect thereto owned by the Seller at the close of
business on each Transfer Date and not theretofore conveyed to the Trust, all
monies due or to become due and all amounts received with respect thereto and
all proceeds (including "proceeds" as defined in Section 9-306 of the UCC as in
effect in the State of Michigan and Recoveries) thereof, (d) all monies on
deposit in, and Eligible Investments or other investments credited to, the
Collection Account or any Series Account, (e) any Enhancements and (f) all other
assets and interests constituting the Trust. In addition to the Certificates,
the Seller's Certificate will be issued pursuant to the Pooling and Servicing
Agreement which will represent the Seller's Interest in the Trust. The Seller's
Certificate will represent the interest in the Trust Assets not represented by
the Investor Certificates.

     The Receivables consist of advances made directly or indirectly by Chrysler
Financial Company L.L.C. to domestic automobile dealers franchised by
DaimlerChrysler Corporation or any other automobile manufacturers.

     Subject to the terms and conditions of the Agreement, the Seller may from
time to time direct the Trustee, on behalf of the Trust, to issue one or more
new Series of Investor Certificates, which will represent fractional undivided
interests in certain of the Trust Assets.

     This Certificate is issued under and is subject to the terms, provisions
and conditions of the Pooling and Servicing Agreement to which, as amended and
supplemented from time to time, the Series 2000-A Certificateholder by virtue of
the acceptance hereof assents and is bound.


                                       46


<PAGE>   47


Although a summary of certain provisions of the Pooling and Servicing Agreement
is set forth below, this Certificate does not purport to summarize the Pooling
and Servicing Agreement and reference is made to the Pooling and Servicing
Agreement for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Trustee. A copy of the Pooling and Servicing Agreement
(without schedules and exhibits) may be requested from the Trustee by writing to
the Trustee at The Bank of New York, 101 Barclay Street, New York, New York
10286, Attention: Corporate Trust Office. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the Pooling
and Servicing Agreement.

    The Seller has entered into the Pooling and Servicing Agreement and the
Series 2000-A Certificates have been (or will be) issued with the intention that
the Series 2000-A Certificates will qualify under applicable tax law as
indebtedness of the Seller secured by the Receivables. The Seller, each
Beneficiary and each Certificateholder and Certificate Owner, by the acceptance
of its Certificate or Book-Entry Certificate, as applicable, agrees to treat the
Series 2000-A Certificates as indebtedness of the Seller secured by the
Receivables for Federal income taxes, state and local income, single business
and franchise taxes and any other taxes imposed on or measured by income.

    On each Distribution Date, the Trustee shall distribute to each Series
2000-A Certificateholder of record at the close of business on the day preceding
such Distribution Date (each a "Record Date") such Certificateholder's pro rata
share (based on the aggregate fractional undivided interest represented by the
Series 2000-A Certificates held by such Certificateholder, except as otherwise
provided in the Pooling and Servicing Agreement) of such amounts on deposit in
the Collection Account and any Series Account as are payable in respect of the
Series 2000-A Certificates pursuant to the Pooling and Servicing Agreement.
Distributions with respect to this Certificate will be made by the Trustee by
check mailed to the address of the Certificateholder of record appearing in the
Certificate Register without the presentation or surrender of this Certificate
or the making of any notation thereon (except for the final distribution in
respect of this Certificate) except that with respect to Series 2000-A
Certificates registered in the name of a Depository, including Cede & Co., the
nominee for The Depository Trust Company, distributions will be made in
immediately available funds. Final payment of this Certificate will be made only
upon presentation and surrender of this Certificate at the office or agency
specified in the notice of final distribution delivered by the Trustee to the
Series 2000-A Certificateholder in accordance with the Pooling and Servicing
Agreement.

    On the Distribution Date on which the outstanding principal amount of
the Series 2000-A Certificates will be reduced to $75,000,000 or less, the
Servicer shall have the option to purchase the entire Series 2000-A
Certificateholders' Interest in the Trust at a purchase price equal to the
Reassignment Amount using funds on deposit in the Principal Funding Account and
the Excess Funding Account and amounts on deposit in the Collection Account as
are payable to the Series 2000-A Certificateholders or, to the extent of any
insufficiency of such funds (the "Insufficiency Amount"), funds in an amount
equal to the Insufficiency Amount provided by Chrysler Financial Company L.L.C.

    This Certificate does not represent an obligation of, or an interest
in, DaimlerChrysler



                                       47

<PAGE>   48


Corporation, the Seller, the Servicer, or any affiliate of any of them and is
not insured or guaranteed by any governmental agency or instrumentality. This
Certificate is limited in right of payment to certain Collections with respect
to the Receivables (and certain other amounts), all as more specifically set
forth herein and in the Pooling and Servicing Agreement.

     The Pooling and Servicing Agreement may be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Seller and the Trustee, without the consent of any of the Series
2000-A Certificateholders, so long as any such action shall not, as evidenced by
an opinion of Counsel, adversely affect in any material respect the interests of
the Certificateholders of any outstanding Series. The Trustee may, but shall not
be obligated to, enter into any such amendment which affects the Trustee's
rights, duties or immunities under the Pooling and Servicing Agreement or
otherwise. Notwithstanding anything contained therein to the contrary, the
Trustee, with the consent of any Enhancement Providers, may at any time and from
time to time amend, modify or supplement the form of Distribution Date
Statement.

     The Pooling and Servicing Agreement may also be amended from time to time
(including in connection with the issuance of a Supplemental Certificate) by the
Servicer, the Seller and the Trustee with the consent of the Holders of Investor
Certificates evidencing not less than 66-2/3% of the aggregate unpaid principal
amount of the certificates of the Investor Certificates of all adversely
affected Series, for the purpose of adding any provisions to or changing in any
manner or eliminating any of the provisions of the Pooling and Servicing
Agreement or of modifying in any manner the rights of the Investor
Certificateholders; provided, however, that no such amendment to the Pooling and
Servicing Agreement shall (i) reduce in any manner the amount of or delay the
timing of distributions to be made to Investor Certificateholders or deposits of
amounts to be so distributed without the consent of each such affected Investor
Certificateholder; (ii) change the definition or the manner of calculating any
Certificateholder's interest without the consent of each affected Investor
Certificateholder; (iii) reduce the amount available under any Enhancement
without the consent of each affected Investor Certificateholder; (iv) adversely
affect the rating of any Series or class by each Rating Agency without the
consent of the holders of certificates of such Series or class evidencing not
less than 66-2/3% of the aggregate unpaid principal amount of the Investor
Certificates of such Series or Class or (v) reduce the aforesaid percentage
required to consent to any such amendment without the consent of all Investor
Certificateholders. The Pooling and Servicing Agreement may not be amended in
any manner which adversely affects the interests of any Enhancement Provider
without its prior consent.

     As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register of the Trustee upon surrender of this Certificate
for registration of transfer at the office or agency maintained by the Trustee
in New York, New York, accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by the Holder hereof or such Holder's
attorney duly authorized, and thereupon one or more new Series 2000-A
Certificates of authorized denominations evidencing the same aggregate
fractional undivided interest will be issued to the designated transferee or
transferees.

     The Certificates are issuable only as registered Certificates without
coupons in


                                       48

<PAGE>   49


denominations specified in the Agreement.

      As provided in the Pooling and Servicing Agreement and subject to certain
limitations therein set forth, Series 2000-A Certificates are exchangeable for
new Series 2000-A Certificates evidencing like aggregate fractional undivided
interests as requested by the Certificateholder surrendering such Certificates.
No service charge may be imposed for any such exchange but the Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.

      The Servicer, the Trustee, the Transfer Agent and Registrar and any agent
of any of them, may treat the person in whose name this Certificate is
registered as the owner hereof for all purposes, and neither the Servicer nor
the Trustee, the Transfer Agent and Registrar, nor any agent of any of them,
shall be affected by notice to the contrary except in certain circumstances
described in the Pooling and Servicing Agreement.




                                       49
<PAGE>   50


                                   ASSIGNMENT



Social Security or other identifying number of assignee





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

                         (name and address of assignee)

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


  Dated:                                                                     *
                                                                        -----
                                                   Signature Guaranteed:





(*) NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the reverse of the within Certificate in every
particular, without alteration, enlargement or any change whatsoever.






                                       50