exv4w1



 






Exhibit 4.1




CATERPILLAR FINANCIAL ASSET TRUST 2005-A




Class A-1 3.2056% Asset Backed Notes




Class A-2 3.66% Asset Backed Notes




Class A-3 3.90% Asset Backed Notes




Class A-4 4.10% Asset Backed Notes




Class B 4.27% Asset Backed Notes




INDENTURE




Dated as of April 1, 2005










U.S. BANK NATIONAL ASSOCIATION




Indenture Trustee





 









 








RECONCILIATION AND TIE BETWEEN TRUST INDENTURE

ACT OF 1939 AND INDENTURE PROVISIONS*




	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	310(a)(1)
	 	6.11
	(a)(2)
	 	6.11
	(a)(3)
	 	6.10
	(a)(4)
	 	Not Applicable
	(b)
	 	6.08, 6.11
	(c)
	 	Not Applicable
	311(a)
	 	6.12
	(b)
	 	6.12
	312(a)
	 	7.01(a)
	(b)
	 	7.02(b)
	(c)
	 	7.02(c)
	313(a)
	 	7.04
	(b)
	 	7.04
	(c)
	 	7.04
	(d)
	 	7.04
	314(a)
	 	3.09, 7.03(a)
	(b)
	 	3.06
	(c)(1)
	 	2.09, 8.04(b), 11.01(a)
	(c)(2)
	 	2.09, 8.04(b), 11.01(a)
	(c)(3)
	 	2.09, 8.04(b), 11.01(a)
	(d)(1)
	 	2.09, 8.04(b), 11.01(a)
	(d)(2)
	 	Not Applicable
	(d)(3)
	 	Not Applicable
	(e)
	 	11.01(a)
	315(a)
	 	6.01(b)
	(b)
	 	6.05
	(c)
	 	6.01(a)
	(d)
	 	6.01(b)
	(d)(1)
	 	6.01(b)
	(d)(2)
	 	6.01(c)
	(d)(3)
	 	6.01(c)
	(e)
	 	5.13
	316(a)(1)(A)
	 	5.11
	316(a)(1)(B)
	 	5.12
	316(a)(2)
	 	Not Applicable
	316(b)
	 	5.07
	317(a)(1)
	 	5.03
	317(a)(2)
	 	5.03
	317(b)
	 	5.03
	318(a)
	 	11.07












	*	 	This reconciliation and tie shall not,
for any purpose, be deemed to be part of the within indenture.




i









 










	 	 	 	 	 
	ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE
	 	 	3	 
	SECTION 1.01. (a) Definitions
	 	 	3	 
	SECTION 1.02. Incorporation by Reference of Trust Indenture Act
	 	 	11	 
	SECTION 1.03. Calculations of Interest
	 	 	12	 
	ARTICLE II THE NOTES
	 	 	12	 
	SECTION 2.01. Form
	 	 	12	 
	SECTION 2.02. Execution, Authentication and Delivery
	 	 	12	 
	SECTION 2.03. Temporary Notes
	 	 	13	 
	SECTION 2.04. Registration; Registration of Transfer and Exchange
	 	 	13	 
	SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Notes
	 	 	14	 
	SECTION 2.06. Persons Deemed Owner
	 	 	15	 
	SECTION 2.07. Payment of Principal and Interest; Defaulted Interest
	 	 	15	 
	SECTION 2.08. Cancellation
	 	 	16	 
	SECTION 2.09. Release of Collateral
	 	 	17	 
	SECTION 2.10. Book-Entry Notes
	 	 	17	 
	SECTION 2.11. Notices to Clearing Agency
	 	 	17	 
	SECTION 2.12. Definitive Notes
	 	 	18	 
	SECTION 2.13. Representations and Covenants by Noteholders and Note Owners
	 	 	18	 
	SECTION 2.14. Tax Treatment
	 	 	19	 
	ARTICLE III COVENANTS
	 	 	19	 
	SECTION 3.01. Payment of Principal and Interest
	 	 	19	 
	SECTION 3.02. Maintenance of Office or Agency
	 	 	19	 
	SECTION 3.03. Money for Payments To Be Held in Trust
	 	 	19	 
	SECTION 3.04. Existence
	 	 	21	 
	SECTION 3.05. Protection of Trust Estate
	 	 	21	 
	SECTION 3.06. Opinions as to Trust Estate
	 	 	21	 
	SECTION 3.07. Performance of Obligations; Servicing of Receivables
	 	 	22	 
	SECTION 3.08. Negative Covenants
	 	 	24	 
	SECTION 3.09. Statements as to Compliance
	 	 	24	 
	SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms
	 	 	25	 
	SECTION 3.11. Successor or Transferee
	 	 	26	 
	SECTION 3.12. No Other Business
	 	 	27	 






ii









 






	 	 	 	 	 
	SECTION 3.13. No Borrowing
	 	 	27	 
	SECTION 3.14. Servicer’s Obligations
	 	 	27	 
	SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities
	 	 	27	 
	SECTION 3.16. Capital Expenditures
	 	 	27	 
	SECTION 3.17. Removal of Administrator
	 	 	27	 
	SECTION 3.18. Restricted Payments
	 	 	27	 
	SECTION 3.19. Notice of Events of Default
	 	 	27	 
	SECTION 3.20. Further Instruments and Acts
	 	 	28	 
	ARTICLE IV SATISFACTION AND DISCHARGE
	 	 	28	 
	SECTION 4.01. Satisfaction and Discharge of Indenture
	 	 	28	 
	SECTION 4.02. Application of Trust Money
	 	 	29	 
	SECTION 4.03. Repayment of Monies Held by Paying Agent
	 	 	29	 
	ARTICLE V REMEDIES
	 	 	29	 
	SECTION 5.01. Events of Default
	 	 	29	 
	SECTION 5.02. Acceleration of Maturity; Rescission and Annulment
	 	 	31	 
	SECTION 5.03. Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee
	 	 	31	 
	SECTION 5.04. Remedies; Priorities
	 	 	33	 
	SECTION 5.05. Optional Preservation of the Receivables
	 	 	35	 
	SECTION 5.06. Limitation of Suits
	 	 	35	 
	SECTION 5.07. Unconditional Rights of Noteholders to Receive Principal
and Interest
	 	 	36	 
	SECTION 5.08. Restoration of Rights and Remedies
	 	 	36	 
	SECTION 5.09. Rights and Remedies Cumulative
	 	 	36	 
	SECTION 5.10. Delay or Omission Not a Waiver
	 	 	37	 
	SECTION 5.11. Control by Noteholders
	 	 	37	 
	SECTION 5.12. Waiver of Past Defaults
	 	 	37	 
	SECTION 5.13. Undertaking for Costs
	 	 	38	 
	SECTION 5.14. Waiver of Stay or Extension Laws
	 	 	38	 
	SECTION 5.15. Action on Notes
	 	 	38	 
	SECTION 5.16. Performance and Enforcement of Certain Obligations
	 	 	38	 
	ARTICLE VI THE INDENTURE TRUSTEE
	 	 	39	 
	SECTION 6.01. Duties of Indenture Trustee
	 	 	39	 






iii









 






	 	 	 	 	 
	SECTION 6.02. Rights of Indenture Trustee
	 	 	41	 
	SECTION 6.03. Individual Rights of Indenture Trustee
	 	 	41	 
	SECTION 6.04. Indenture Trustee’s Disclaimer
	 	 	41	 
	SECTION 6.05. Notice of Defaults
	 	 	41	 
	SECTION 6.06. Reports by Indenture Trustee to Holders
	 	 	42	 
	SECTION 6.07. Compensation and Indemnity
	 	 	42	 
	SECTION 6.08. Replacement of Indenture Trustee
	 	 	42	 
	SECTION 6.09. Successor Indenture Trustee by Merger
	 	 	43	 
	SECTION 6.10. Appointment of Co-Trustee or Separate Indenture Trustee
	 	 	44	 
	SECTION 6.11. Eligibility; Disqualification
	 	 	45	 
	SECTION 6.12. Preferential Collection of Claims Against Issuer
	 	 	46	 
	SECTION 6.13. Appointment of Custodians
	 	 	46	 
	SECTION 6.14. Representations and Warranties of the Indenture Trustee
	 	 	46	 
	ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS
	 	 	46	 
	SECTION 7.01. Issuer To Furnish Indenture Trustee Names and Addresses
of Noteholders
	 	 	46	 
	SECTION 7.02. Preservation of Information; Communications to Noteholders
	 	 	46	 
	SECTION 7.03. Reports by Issuer
	 	 	47	 
	SECTION 7.04. Reports by Indenture Trustee
	 	 	47	 
	ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES
	 	 	48	 
	SECTION 8.01. Collection of Money
	 	 	48	 
	SECTION 8.02. Trust Accounts
	 	 	48	 
	SECTION 8.03. General Provisions Regarding Accounts
	 	 	48	 
	SECTION 8.04. Release of Trust Estate
	 	 	49	 
	SECTION 8.05. Opinion of Counsel
	 	 	49	 
	ARTICLE IX SUPPLEMENTAL INDENTURES
	 	 	50	 
	SECTION 9.01. Supplemental Indentures Without Consent of Noteholders
	 	 	50	 
	SECTION 9.02. Supplemental Indentures with Consent of Noteholders
	 	 	51	 
	SECTION 9.03. Execution of Supplemental Indentures
	 	 	52	 
	SECTION 9.04. Effect of Supplemental Indenture
	 	 	52	 
	SECTION 9.05. Conformity With Trust Indenture Act
	 	 	53	 
	SECTION 9.06. Reference in Notes to Supplemental Indentures
	 	 	53	 






iv









 






	 	 	 	 	 
	ARTICLE X REDEMPTION OF NOTES
	 	 	53	 
	SECTION 10.01. Redemption
	 	 	53	 
	SECTION 10.02. Form of Redemption Notice
	 	 	54	 
	SECTION 10.03. Notes Payable on Redemption Date
	 	 	54	 
	ARTICLE XI MISCELLANEOUS
	 	 	54	 
	SECTION 11.01. Compliance Certificates and Opinions etc.
	 	 	54	 
	SECTION 11.02. Form of Documents Delivered to Indenture Trustee
	 	 	56	 
	SECTION 11.03. Acts of Noteholders
	 	 	57	 
	SECTION 11.04. Notices, etc. to Indenture Trustee, Issuer and Rating Agencies
	 	 	57	 
	SECTION 11.05. Notices to Noteholders; Waiver
	 	 	58	 
	SECTION 11.06. Alternate Payment and Notice Provisions
	 	 	58	 
	SECTION 11.07. Conflict with Trust Indenture Act
	 	 	58	 
	SECTION 11.08. Effect of Headings and Table of Contents
	 	 	59	 
	SECTION 11.09. Successors and Assigns
	 	 	59	 
	SECTION 11.10. Severability
	 	 	59	 
	SECTION 11.11. Benefits of Indenture
	 	 	59	 
	SECTION 11.12. Legal Holidays
	 	 	59	 
	SECTION 11.13. GOVERNING LAW
	 	 	59	 
	SECTION 11.14. Counterparts
	 	 	59	 
	SECTION 11.15. Recording of Indenture
	 	 	59	 
	SECTION 11.16. Trust Obligation
	 	 	60	 
	SECTION 11.17. No Petition
	 	 	60	 
	SECTION 11.18. Inspection
	 	 	60	 
	EXHIBITS
	 	 	 	 
	 
	 	 	 	 
	EXHIBIT A — Schedule of Receivables
	 	 	A-1	 
	EXHIBIT B — Form of Class A Note
	 	 	B-1	 
	EXHIBIT C — Form of Class B Note
	 	 	C-1	 






v









 






     This INDENTURE, dated as of April 1, 2005, is hereby executed by and between CATERPILLAR
FINANCIAL ASSET TRUST 2005-A, a Delaware statutory trust (the “Issuer” or the “Trust”), and U.S.
BANK NATIONAL ASSOCIATION, as trustee and not in its individual capacity (the “Indenture Trustee”).



     Each party agrees as follows for the benefit of the other party and for the benefit of the
Holders of the Issuer’s Class A-1 3.2056% Asset Backed Notes, Class A-2 3.66% Asset Backed Notes,
Class A-3 3.90% Asset Backed Notes, Class A-4 4.10% Asset Backed Notes (collectively, the “Class A
Notes”) and the Class B 4.27% Asset Backed Notes (the “Class B Notes”, and together with the Class
A Notes, the “Notes”) as provided in this Indenture:



GRANTING CLAUSE




     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as Indenture Trustee
for the benefit of the Holders of the Notes, all of the Issuer’s right, title and interest, whether
now owned or hereafter acquired, in, to and under (a) the Receivables, and all monies (including
accrued interest) due thereon on or after the Cut-off Date; (b) the security interests in the
Transaction Equipment granted by Obligors pursuant to the Receivables and any other interest of the
Issuer in the Transaction Equipment; including any Liquidation Proceeds; (c) any proceeds with
respect to the Receivables from claims on any physical damage, credit life, liability or disability
insurance policies covering Financed Equipment or Obligors, as the case may be; (d) the Purchase
Agreement, including the right assigned to the Issuer to cause CFSC to repurchase Receivables from
the Seller as provided therein; (e) the Trust Account Property; (f) the Sale and Servicing
Agreement, including all rights of the Seller under the Purchase Agreement assigned to the Issuer
pursuant to the Sale and Servicing Agreement; (g) any proceeds from recourse to, or other payments
by, Dealers on Receivables; (h) any proceeds of repossessed or returned Transaction Equipment; and
(i) all present and future claims, demands, causes and choses in action in respect of any or all of
the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds, products, rents, receipts or
profits of the conversion, voluntary or involuntary, into cash or other property, all cash and
non-cash proceeds, accounts, accounts receivable, notes, drafts, general intangibles, documents,
money, certificates of deposit, letters of credit, advices of credit, goods, investment property,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards,
rights to payment of any and every kind and other forms of obligations and receivables, instruments
and other property consisting of, arising from or relating to all or any part of any of the
foregoing or any proceeds thereof (collectively, the “Collateral”).



     The foregoing Grant is made in trust to secure the payment of principal of and interest on,
and any other amounts owing in respect of, the Notes, ratably without prejudice, priority or
distinction, and to secure compliance with the provisions of this Indenture, all as provided in
this Indenture.



     The Indenture Trustee, as Indenture Trustee on behalf of the Holders of the Notes,
acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions
of this Indenture and agrees to perform its duties as required in this Indenture.



1









 





     In connection with the foregoing Grant, the Issuer makes the following representations and
warranties as to the Collateral to the Indenture Trustee. Such representations and warranties
speak of the execution and delivery of this Indenture.



     (a) Title. The Issuer owns and has good and marketable title to the Collateral free
and clear of any Lien, claim or encumbrance of any Person.



     (b) Priority. Other than the Security Interest granted to the Indenture Trustee
pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest
in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and
is not aware of any financing statements against the Issuer that include a description of
collateral covering the Collateral other than any financing statement relating to the security
interest granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not
aware of any judgment or tax lien filings against the Issuer. None of the Contracts that
constitute or evidence the Receivables has any marks or notations indicating that it has been
pledged, assigned or otherwise conveyed to any Person other than the Issuer or the Indenture
Trustee.



     (c) Security Interest. This Indenture creates a valid and continuing security
interest (as defined in the UCC) in the Collateral in favor of the Indenture Trustee, which
security interest is prior to all other Liens, and is enforceable as such against creditors of and
purchasers from the Issuer.



     (d) Characterization of Collateral. The Collateral constitutes either “tangible
chattel paper,” “accounts” or “general intangibles” within the meaning of the UCC.



     (e) All Actions Taken. All original executed copies of each Contract that constitute
or evidence the Receivables have been delivered to the Custodian. The Issuer has received a
written acknowledgment from the Custodian that the Custodian is holding the Contracts that
constitute or evidence the Receivables solely on behalf and for the benefit of the Indenture
Trustee. The Issuer has caused or will have caused, within ten days of the Closing Date, the
filing of all appropriate financing statements in the proper filing office in the appropriate
jurisdiction under applicable law in order to perfect the security interest in the Collateral
granted to the Indenture Trustee hereunder.



     (f) Perfection of Security Interest in Financed Equipment. The Issuer has taken all
steps necessary to perfect its security interest against the Obligors in the property securing the
Contracts.



     So long as any Notes are Outstanding (i) the Indenture Trustee shall not waive or impair, or
fail to assert rights under, the foregoing representations or in any Basic Document, if any such
action would materially and adversely affect the interests of the Noteholders and (ii) the
foregoing representations shall survive the termination of this Indenture.



2









 





ARTICLE I




DEFINITIONS AND INCORPORATION BY REFERENCE




     SECTION 1.01. (a) Definitions. Except as otherwise specified herein or as the context may
otherwise require, the following terms have the respective meanings set forth below for all
purposes of this Indenture.



     “Act” has the meaning specified in Section 11.03(a).



     “Administration Agreement” means the Administration Agreement, dated as of April 1,
2005, among the Administrator, the Issuer and the Indenture Trustee, as the same may be amended,
modified or supplemented from time to time.



     “Administrator” means CFSC or any successor Administrator under the Administration
Agreement.



     “Affiliate” means, with respect to any specified Person, any other Person controlling
or controlled by or under common control with such specified Person. For the purposes of this
definition, “control” when used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through the ownership of
voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have
meanings correlative to the foregoing.



     “Authorized Officer” means, with respect to the Issuer, any officer of the Owner
Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is
identified on the list of Authorized Officers, containing the specimen signature of each such
Person, delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as such list
may be modified or supplemented from time to time thereafter) and, so long as the Administration
Agreement is in effect, any Vice President or more senior officer of the Administrator who is
authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by
the Administrator pursuant to the Administration Agreement and who is identified on the list of
Authorized Officers (containing the specimen signatures of such officers) delivered by the
Administrator to the Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter); provided, however, that for purposes of Section
3.09 such officer of the Administrator must be any of the Chief Executive Officer, Chief
Financial Officer or Chief Accounting Officer.



     “Basic Documents” means the Certificate of Trust, the Trust Agreement, this Indenture,
the Purchase Agreement, the Sale and Servicing Agreement, the Administration Agreement, the
Depository Agreement, the Custodial Agreement, the Notes, the Certificate and other documents and
certificates delivered in connection therewith.



     “Book-Entry Class A Notes” means a beneficial interest in the Class A Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency as described in
Section 2.10.



3









 





     “Book-Entry Class B Notes” means a beneficial interest in the Class B Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency as described in
Section 2.10.



     “Book-Entry Notes” means the Book-Entry Class A Notes and the Book-Entry Class B
Notes.



     “Business Day” has the meaning specified in the Sale and Servicing Agreement.



     “Certificate” has the meaning specified in the Trust Agreement.



     “Certificate of Trust” means the certificate of trust of the Issuer substantially in
the form of Exhibit B to the Trust Agreement.



     “CFSC” means Caterpillar Financial Services Corporation, a Delaware corporation, and
its successors and assigns.



     “Class A Noteholders” means the Holders of the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes.



     “Class A Note Owner” means, with respect to a Book-Entry Class A Note, the Person who
is the owner of such Book-Entry Class A Note, as reflected on the books of the Clearing Agency, or
on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).



     “Class A Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes.



     “Class A-1 Note” means any Note, substantially in the form of Exhibit B,
designated therein as a Class A-1 3.2056% Asset Backed Note.



     “Class A-2 Note” means any Note, substantially in the form of Exhibit B,
designated therein as a Class A-2 3.66% Asset Backed Note.



     “Class A-3 Note” means any Note, substantially in the form of Exhibit B,
designated therein as a Class A-3 3.90% Asset Backed Note.



     “Class A-4 Note” means any Note, substantially in the form of Exhibit B,
designated therein as a Class A-4 4.10% Asset Backed Note.



     “Class A-1 Note Interest Rate” means, for any Distribution Date, 3.2056% per annum.



     “Class A-2 Note Interest Rate” means, for any Distribution Date, 3.66% per annum.



     “Class A-3 Note Interest Rate” means, for any Distribution Date, 3.90% per annum.



     “Class A-4 Note Interest Rate” means, for any Distribution Date, 4.10% per annum.



4









 





     “Class B Noteholders” means the Holders of the Class B Notes.



     “Class B Note Owner” means, with respect to a Book-Entry Class B Note, the Person who
is the owner of such Book-Entry Class B Note, as reflected on the books of the Clearing Agency, or
on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing
Agency Participant or as an indirect participant, in each case in accordance with the rules of such
Clearing Agency).



     “Class B Notes” means any Note, substantially in the form of Exhibit C,
designated therein as a Class B 4.27% Asset Backed Note.



     “Class B Note Interest Rate” means, for any Distribution Date, 4.27% per annum.



     “Clearing Agency” means an organization registered as a “clearing agency” pursuant to
Section 17A of the Exchange Act.



     “Clearing Agency Participant” means a broker, dealer, bank, other financial
institution or other Person for whom from time to time a Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing Agency.



     “Closing Date” means April 28, 2005.



     “Code” means the Internal Revenue Code of 1986, as amended, and Treasury Regulations
promulgated thereunder.



     “Collateral” has the meaning specified in the Granting Clause of this Indenture.



     “Corporate Trust Office” means the office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which office at date of the
execution of this Indenture is located at 209 South LaSalle Street, Suite 300, Chicago, Illinois,
60604, Attention: Caterpillar Financial Asset Trust 2005-A, except that for purposes of Section
3.02, such term shall mean the office or agency of the Indenture Trustee in the Borough of
Manhattan in the City of New York, which office at the date hereof is located at 100 Wall Street,
Suite 1600, New York, New York 10005, or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders and the Seller, or the principal corporate
trust office of any successor Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders and the Seller); provided, that for the purposes of Section
3.02, the address of any such office shall be in the Borough of Manhattan in the City of New
York.



     “Custodial Agreement” means the Custodial Agreement, dated as of April 1, 2005, among
CFSC, Caterpillar Financial Funding Corporation, the Trust and the Indenture Trustee, as the same
may be amended, modified or supplemented from time to time.



     “Default” means any occurrence that is, or with notice or the lapse of time or both
would become, an Event of Default.



     “Definitive Notes” has the meaning specified in Section 2.10.



5









 





     “Depository Agreement” means the agreement, dated April 27, 2005, among the Issuer,
the Indenture Trustee, the Administrator, and The Depository Trust Company, as the initial Clearing
Agency.



     “Distribution Date” means the 25th day of each calendar month or, if such day is not a
Business Day, the immediately following Business Day, commencing on May 25, 2005.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.



     “Event of Default” has the meaning specified in Section 5.01.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Executive Officer” means, with respect to any corporation, the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any
Vice President, the Secretary or the Treasurer of such corporation; and with respect to any
partnership, any general partner thereof.



     “Grant” means mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest in and right of
set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the
Collateral or of any other agreement or instrument shall include all rights, powers and options
(but none of the obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal and interest
payments in respect of the Collateral and all other monies payable thereunder, to give and receive
notices and other communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or receive thereunder or
with respect thereto.



     “Holder” or “Noteholder” means the Person in whose name a Note is registered
on the Note Register.



     “Indenture” means this Indenture, as the same may be amended, modified or supplemented
from time to time.



     “Indenture Trustee” means U.S. Bank National Association, a national banking
association, as Indenture Trustee under this Indenture, or any successor Indenture Trustee under
this Indenture.



     “Independent” means, when used with respect to any specified Person, that the Person
(a) is in fact independent of the Issuer, any other obligor upon the Notes, the Seller or any
Affiliate of any of the foregoing Persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the Seller or any
Affiliate of any of the foregoing Persons and (c) is not connected with the Issuer, any such other
obligor, the Seller or any Affiliate of any of the foregoing Persons as an officer, employee,
promoter, underwriter, trustee, partner, director or Person performing similar functions.



6









 





     “Independent Certificate” means a certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying with, the
applicable requirements of Section 11.01, made by an Independent appraiser or other expert
appointed by an Issuer Order and who shall be satisfactory to the Indenture Trustee, and such
opinion or certificate shall state that the signer has read the definition of “Independent” in this
Indenture and that the signer is Independent within the meaning thereof.



     “Issuer” means Caterpillar Financial Asset Trust 2005-A or any successor thereto and,
for purposes of any provision contained herein and required by the TIA, each other obligor on the
Notes.



     “Issuer Order” and “Issuer Request” means a written order or request signed in
the name of the Issuer by any one of its Authorized Officers and delivered to the Indenture
Trustee.



     “Monetary Event of Default” means any Event of Default that occurs pursuant to
Section 5.01(i) or 5.01(ii).



     “Non-Monetary Event of Default” means any Event of Default which is not a Monetary
Event of Default.



     “Note Interest Rate” means the Class A-1 Note Interest Rate, the Class A-2 Note
Interest Rate, the Class A-3 Note Interest Rate, the Class A-4 Note Interest Rate or the Class B
Note Interest Rate, as applicable.



     “Note Owner” means a Class A Note Owner and a Class B Note Owner, as applicable.



     “Note Register” and “Note Registrar” have the respective meanings specified in
Section 2.04.



     “Notes” means, collectively, the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes, the Class A-4 Notes and the Class B Notes.



     “Officer’s Certificate” means a certificate signed by any Authorized Officer of the
Issuer, under the circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.01, and delivered to the Indenture Trustee. Unless otherwise
specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s
Certificate of any Authorized Officer of the Issuer.



     “Opinion of Counsel” means one or more written opinions of counsel who may, except as
otherwise expressly provided in this Indenture, be employees of or counsel to CFSC and who shall be
satisfactory to the Indenture Trustee, and which opinion or opinions shall be addressed to the
Indenture Trustee as Indenture Trustee, shall comply with any applicable requirements of
Section 11.01, and shall be in form and substance satisfactory to the Indenture Trustee.



     “Outstanding” means, as of the date of determination, all Notes theretofore
authenticated and delivered under this Indenture except:



7









 






     (i) Notes theretofore cancelled by the Note Registrar or delivered to the Note
Registrar for cancellation;




     (ii) Notes or portions thereof the payment for which money in the necessary amount has
been theretofore deposited with the Indenture Trustee or any Paying Agent in trust for the
Holders of such Notes (provided, however, that if such Notes are to be redeemed, notice of
such redemption has been duly given pursuant to this Indenture or provision therefor,
satisfactory to the Indenture Trustee, has been made); and




     (iii) Notes in exchange for or in lieu of which other Notes have been authenticated and
delivered pursuant to this Indenture unless proof satisfactory to the Indenture Trustee is
presented that any such Notes are held by a protected purchaser;



provided,
however, that in determining whether the Holders of the requisite Outstanding Principal
Amount of the Notes have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or under any Basic Document, Notes owned by the Issuer, any other obligor upon the
Notes, the Seller or any Affiliate of any of the foregoing Persons shall be disregarded and deemed
not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only
Notes that the Indenture Trustee knows to be so owned shall be so
disregarded; provided, further,
that (i) at any time following an Event of Default, in determining whether the Holders of the
requisite Outstanding Principal Amount of the Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or under any Basic Document, and (ii) at any time
following a Servicer Default, in determining whether the Holders of the requisite Outstanding
Principal Amount may terminate all the rights and obligations of the Servicer or waive any Servicer
Default to the extent set forth in Section 8.04 of the Sale and Servicing Agreement, the
Class B Notes shall be disregarded and deemed not to be Outstanding unless no Class A Notes are
Outstanding. Notes owned by the Issuer, any other obligor upon the Notes, the Seller or any
Affiliate of any of the foregoing Persons that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s
right so to act with respect to such Notes and that the pledgee is not any such Person.




     “Outstanding Principal Amount” means the aggregate principal amount of all Notes, or a
class of Notes, as applicable, Outstanding at the date of determination.



     “Owner Trustee” means Chase Bank USA, National Association, a national banking
association, not in its individual capacity but solely as Owner Trustee under the Trust Agreement,
or any successor Owner Trustee under the Trust Agreement.



     “Paying Agent” means the Indenture Trustee or any Person that meets the eligibility
standards for the Indenture Trustee specified in Section 6.11 and is authorized by the
Issuer to make the payments to and distributions from the Collection Account and the Note
Distribution Account, including payment of principal of or interest on the Notes on behalf of the
Issuer.



8









 





     “Person” means any individual, corporation, estate, partnership, limited liability
company, joint venture, association, joint stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.



     “Plan” means any employee benefit plan or other retirement plan, account or
arrangement, including an individual retirement account or annuity or collective investment fund or
insurance company general or separate account in which assets of such plans, accounts or
arrangements are invested, whether or not subject to the fiduciary responsibility or prohibited
transaction provisions of ERISA, Section 4975 of the Code or Similar Law.



     “Plan Assets” mean assets that are treated as “plan assets” of any Plan for purposes
of applying Title I of ERISA, Section 4975 of the Code or Similar Law or otherwise.



     “Predecessor Note” means, with respect to any particular Note, every previous Note
evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for
the purpose of this definition, any Note authenticated and delivered under Section 2.05 in
lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as
the mutilated, lost, destroyed or stolen Note.



     “Proceeding” means any suit in equity, action at law or other judicial or
administrative proceeding.



     “Rating Agency” has the meaning specified in the Sale and Servicing Agreement.



     “Rating Agency Condition” has the meaning specified in the Sale and Servicing
Agreement.



     “Record Date” means, with respect to a Distribution Date or Redemption Date, (i) if
the Notes are held in book-entry form, the close of business on the calendar day immediately
preceding such Distribution Date or Redemption Date or (ii) if the Notes are held in definitive
form, the last calendar day of the month preceding the month in which such Distribution Date or
Redemption Date occurs.



     “Redemption Date” means the Distribution Date specified by the Servicer or the Issuer
pursuant to Section 10.01.



     “Redemption Price” means in the case of a redemption of the Class A-4 Notes and the
Class B Notes pursuant to Section 10.01, (i) with respect to the Class A-4 Notes, an amount
equal to the unpaid amount of the Class A-4 Notes redeemed plus accrued and unpaid interest thereon
at the Class A-4 Note Interest Rate to but excluding the Redemption Date, and (ii) with respect to
the Class B Notes, an amount equal to the unpaid principal amount of the Class B Notes redeemed
plus accrued and unpaid interest thereon at the Class B Note Interest Rate, to but excluding the
Redemption Date.



     “Registered Holder” means the Person in whose name a Note is registered in the Note
Register on the applicable Record Date.



9









 





     “Responsible Officer” means, with respect to the Indenture Trustee, any officer within
the Corporate Trust Office of the Indenture Trustee, including any Vice President, Assistant Vice
President, Trust Officer, Secretary, Assistant Secretary, or any other officer of the Indenture
Trustee customarily performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to whom such matter is
referred because of such officer’s knowledge of and familiarity with the particular subject.



     “Sale and Servicing Agreement” means the Sale and Servicing Agreement, dated as of
April 1, 2005, among the Issuer, the Seller and the Servicer, as the same may be amended, modified
or supplemented from time to time.



     “Schedule Of Receivables” means the listing of the Receivables set forth in
Exhibit A (which exhibit may be in the form of microfiche).



     “Seller” means Caterpillar Financial Funding Corporation, a Nevada corporation, and
its successors in such capacity.



     “Servicer” means CFSC, as the servicer of the Receivables pursuant to the Sale and
Servicing Agreement, and its successors in such capacity.



     “Similar Law” means any federal, state, local, non-U.S. or other laws or regulations
that contain provisions similar to the fiduciary responsibility or prohibited transaction
provisions contained in Title I of ERISA or Section 4975 of the Code.



     “State” means any one of the 50 states of the United States of America or the District
of Columbia.



     “Successor Servicer” has the meaning specified in Section 3.07(e).



     “Trust” means Caterpillar Financial Asset Trust 2005-A, and its successors.



     “Trust Agreement” means the Amended and Restated Trust Agreement, dated as of April
28, 2005, between the Seller and the Owner Trustee, as the same may be amended, modified or
supplemented from time to time.



     “Trust Estate” means all money, instruments, rights and other property that are
subject or intended to be subject to the lien and security interest of this Indenture for the
benefit of the Noteholders (including all property and interests Granted to the Indenture Trustee),
including all proceeds thereof.



     “Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939, as in
force on the date hereof, unless otherwise specifically provided.



     “UCC” means, unless the context otherwise requires, the Uniform Commercial Code, as in
effect in the relevant jurisdiction, as amended.



     “U.S. Person” has the meaning specified in Section 2.13(b).



10









 





     (b) Other Definitional Provisions.




     (1) Capitalized terms used herein and not otherwise defined have the meanings assigned
to them in the Sale and Servicing Agreement or, if not defined therein, in the Trust
Agreement.




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




     (3) As used in this Indenture and in any certificate or other document made or
delivered pursuant hereto or thereto, accounting terms not defined in this Indenture or in
any such certificate or other document, and accounting terms partly defined in this
Indenture or in any such certificate or other document to the extent not defined, shall have
the respective meanings given to them under generally accepted accounting principles. To the
extent that the definitions of accounting terms in this Indenture or in any such certificate
or other document are inconsistent with the meanings of such terms under generally accepted
accounting principles, the definitions contained in this Indenture or in any such
certificate or other document shall control.




     (4) The words “hereof,” “herein,” “hereunder,” and words of similar import when used in
this Indenture shall refer to this Indenture as a whole and not to any particular provision
of this Indenture; Section and Exhibit references contained in this Indenture are references
to Sections and Exhibits in or to this Indenture unless otherwise specified; the term
“including” shall mean “including without limitation”; the term “or” is not exclusive; and
the term “proceeds” has the meaning set forth in the UCC.




     (5) The definitions contained in this Indenture are applicable to the singular as well
as the plural forms of such terms and to the masculine as well as to the feminine and neuter
genders of such terms.



     SECTION 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this
Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made
a part of this Indenture. The following TIA terms used in this Indenture have the following
meanings:



     “Commission” means the Securities and Exchange Commission.



     “indenture securities” means the Notes.



     “indenture security holder” means a Noteholder.



     “indenture to be qualified” means this Indenture.



     “indenture trustee” or “institutional trustee” means the Indenture Trustee.



     “obligor” on the indenture securities means the Issuer and any other obligor on the indenture
securities.



11









 





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



     SECTION 1.03. Calculations of Interest. All calculations of interest made hereunder
shall be made, with respect to the Class A-1 Notes, on the basis of a year of 360 days and the
actual number of days elapsed and with respect to the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes, on the basis of a year of 360 days of twelve 30-day months.



ARTICLE II




THE NOTES




     SECTION 2.01. Form. The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and
Class A-4 Notes, in each case together with the Indenture Trustee’s certificate of authentication,
shall be in substantially the forms set forth in Exhibit B, and the Class B Notes, together
with the Indenture Trustee’s certificate of authentication, shall be in substantially the form set
forth in Exhibit C, in each case with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as evidenced by their
execution of the Notes. Any portion of the text of any Note may be set forth on the reverse
thereof, with an appropriate reference thereto on the face of the Note.



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



     Each Note shall be dated the date of its authentication. The terms of the Class A Notes set
forth in Exhibit B and the terms of the Class B Notes set forth in Exhibit C are
part of the terms of this Indenture.



     SECTION 2.02. Execution, Authentication and Delivery. The Notes shall be executed on
behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized
Officer on the Notes may be manual or facsimile.



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



     On the Closing Date, the Indenture Trustee shall authenticate and deliver Class A-1 Notes for
original issue in an aggregate principal amount of $214,300,000, Class A-2 Notes for an original
issue in an aggregate principal amount of $219,000,000, Class A-3 Notes for an original issue in an
aggregate principal amount of $244,000,000, Class A-4 Notes for an original issue in an aggregate
principal amount of $142,360,000 and Class B Notes for an original issue in an
aggregate principal amount of $23,480,000. The aggregate principal amount of Class A-1 Notes,



12









 





Class A-2 Notes, Class A-3 Notes, the Class A-4 Notes and Class B Notes outstanding at any time may
not exceed such amounts, respectively, except as provided in Section 2.05.




     Each Note shall be dated the date of its authentication. The Notes shall be issuable as
registered Notes in the minimum denomination of $1,000 and in integral multiples thereof.



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



     SECTION 2.03. Temporary Notes. Pending the preparation of Definitive Notes, the
Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee shall authenticate
and deliver, temporary Notes which are printed, lithographed, typewritten, mimeographed or
otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with
such variations not inconsistent with the terms of this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.



     If temporary Notes are issued, the Issuer will cause Definitive Notes to be prepared without
unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be
exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of
the Issuer to be maintained as provided in Section 3.02, without charge to the Holder.
Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute, and
the Indenture Trustee shall authenticate and deliver in exchange therefor, a like principal amount
of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in
all respects be entitled to the same benefits under this Indenture as Definitive Notes.



     SECTION 2.04. Registration; Registration of Transfer and Exchange. The Issuer shall
cause to be kept a register (the “Note Register”) in which, subject to such reasonable regulations
as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of
transfers of Notes. The Indenture Trustee shall be the initial “Note Registrar” for the purpose of
registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note
Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an
appointment, assume the duties of Note Registrar.



     If a Person other than the Indenture Trustee is appointed by the Issuer as Note Registrar, the
Issuer will give the Indenture Trustee prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the location, of the Note Register, and the
Indenture Trustee shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely upon a certificate
executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and
addresses of the Holders of the Notes and the principal amounts and number of such Notes.



     Upon surrender for registration of transfer of any Note at the office or agency of the Issuer
to be maintained as provided in Section 3.02, if the applicable requirements of Article 8
of



13









 





the UCC are met the Issuer shall execute, and the Indenture Trustee shall authenticate and the
Noteholder shall obtain from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same class in any authorized denominations, of a like
aggregate principal amount.




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



     Subject to Section 2.13(b), all Notes issued upon any registration of transfer or
exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration
of transfer or exchange.



     Every Note presented or surrendered for registration of transfer or exchange shall be duly
endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder thereof or such Holder’s attorney duly authorized in
writing, with such signature guaranteed by a commercial bank or trust company located, or having a
correspondent located, in the City of New York or the city in which the Corporate Trust Office is
located, by a member firm of a national securities exchange or by another institution required to
be accepted as a signature guarantor by Rule 17Ad-15 of the Exchange Act, and such other documents
as the Indenture Trustee may require.



     No service charge shall be made to a Holder for any registration of transfer or exchange of
Notes, but the Issuer may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of transfer or exchange
of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any
transfer.



     The preceding provisions of this section notwithstanding, the Issuer shall not be required to
make, and the Note Registrar need not register, transfers or exchanges of Notes selected for
redemption or of any Note for a period of 15 days preceding the due date for any payment with
respect to the Note.



     SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note
is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its
satisfaction of the destruction, loss or theft of any Note and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a protected purchaser, and provided that the
applicable requirements of Article 8 of the UCC are met, the Issuer shall execute and upon its
request the Indenture Trustee shall authenticate and deliver, in exchange for
or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the
same class; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have




14









 






become or within seven days shall be due and payable, or shall have been called
for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or
stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If,
after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant
to the proviso to the preceding sentence, a protected purchaser of the original Note in lieu of
which such replacement Note was issued presents for payment such original Note, the Issuer and the
Indenture Trustee shall be entitled to recover such replacement Note (or such payment) from the
Person to whom it was delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except a protected purchaser,
and shall be entitled to recover upon the security or indemnity provided therefor to the extent of
any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.




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



     Except as set forth in the first paragraph of this Section 2.05, every replacement
Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen
Note shall constitute an original additional contractual obligation of the Issuer, whether or not
the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall
be entitled to all the benefits of this Indenture equally and proportionately with any and all
other Notes duly issued hereunder.



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



     SECTION 2.06. Persons Deemed Owner. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name any Note is registered (as of the day of
determination) as the owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Issuer, the Indenture Trustee nor any agent of the Issuer or the Indenture
Trustee shall be affected by notice to the contrary.



     SECTION 2.07. Payment of Principal and Interest; Defaulted Interest. (a) The Class A
Notes shall accrue interest as provided in the form of the Class A Note set forth in Exhibit
B and the Class B Notes shall accrue interest as provided in the form of the Class B Note set
forth in Exhibit C, and in each case such interest shall be payable on each Distribution
Date as specified therein, subject to Section 3.01. Subject to Section 2.13(b),
any installment of interest or principal, if any, or any other amount, payable on any Note which is
punctually paid or duly provided for by the Issuer on the applicable Distribution Date shall be
paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the
Record Date,
by check mailed first-class, postage prepaid to such Person’s address as it appears on the
Note Register on such Record Date, (i) except that, unless Definitive Notes have been issued
pursuant



15









 





to Section 2.12, with respect to Notes registered on the Record Date in the name
of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be
made by wire transfer in immediately available funds to the account designated by such nominee and
(ii) except for (A) the final installment of principal payable with respect to such Note on a
Distribution Date and (B) the Redemption Price for any Note called for redemption pursuant to
Section 10.01(a), in each case which shall be payable as provided below. The funds
represented by any such checks returned undelivered shall be held in accordance with Section
3.03.




     (b) The principal of each Class A Note shall be payable in installments on each Distribution
Date as provided in the form of Class A Note set forth in Exhibit B. The principal of the
Class B Notes shall be payable in installments on each Distribution Date as provided in the form of
Class B Note set forth in Exhibit C. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously paid, on the date on
which an Event of Default shall have occurred and be continuing, if the Indenture Trustee or the
Holders of the Notes representing a majority of the Outstanding Principal Amount of the Notes have
declared the Notes to be immediately due and payable in the manner provided in Section
5.02. All principal payments on each class of Notes shall be made pro rata to the Noteholders
of such Class entitled thereto. Upon notice to the Indenture Trustee by the Issuer, the Indenture
Trustee shall notify the Person in whose name a Note is registered at the close of business on the
Record Date preceding the Distribution Date on which the Issuer expects that the final installment
of principal of and interest on such Note will be paid. Such notice shall be mailed no later than
five Business Days prior to such final Distribution Date and shall specify that such final
installment will be payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such installment. Notices in
connection with redemptions of Notes shall be mailed to Noteholders as provided in Section
10.02.



     (c) If the Issuer defaults in a payment of interest on the Notes, the Issuer shall pay
defaulted interest (plus interest on such defaulted interest to the extent lawful) at the
applicable Note Interest Rate in any lawful manner. The Issuer may pay such defaulted interest to
the Persons who are Noteholders on a subsequent special record date, which date shall be fixed or
caused to be fixed by the Issuer and shall be at least five Business Days prior to the payment
date. The Issuer shall fix or cause to be fixed any such payment date, and, at least 15 days
before any such special record date, the Issuer shall mail to each Noteholder a notice that states
the special record date, the payment date and the amount of defaulted interest to be paid.



     SECTION 2.08. Cancellation. All Notes surrendered for payment, registration of
transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled by the Indenture
Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have acquired in any manner
whatsoever, and all Notes so delivered shall be promptly cancelled by the Indenture Trustee. No
Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Notes may be held or
disposed of by the Indenture Trustee in accordance with its
standard retention or disposal policy as in effect at the time unless the Issuer shall direct
by an Issuer Order that they



16









 





be destroyed or returned to it; provided that such Issuer Order is
timely and the Notes have not been previously disposed of by the Indenture Trustee.




     SECTION 2.09. Release of Collateral. Subject to Section 3.03 and Section
11.01, the Indenture Trustee shall release property from the lien of this Indenture only upon
receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and
Independent Certificates in accordance with TIA §§ 314(c) and 314 (d)(1) or an Opinion of Counsel
in lieu of such Independent Certificates to the effect that the TIA does not require any such
Independent Certificates.



     SECTION 2.10. Book-Entry Notes. The Notes, upon original issuance, will be issued in
the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. Such Notes
shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Note Owner will receive a Definitive Note representing such Note
Owner’s interest in such Note, except as provided in Section 2.12. Unless and until
definitive, fully registered Notes (the “Definitive Notes”) have been issued to Note Owners
pursuant to Section 2.12:




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




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




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




     (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and
shall be limited to those established by law and agreements between such Note Owners and the
Clearing Agency or the Clearing Agency Participants pursuant to the Depository Agreement.
Unless and until Definitive Notes are issued pursuant to Section 2.12, the initial
Clearing Agency will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments of principal of and interest on the Notes to such Clearing
Agency Participants; and




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



     SECTION 2.11. Notices to Clearing Agency. Whenever a notice or other communication to
the Noteholders is required under this Indenture, unless and until Definitive



17









 





Notes shall have been
issued to Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such
notices and communications specified herein to be given to Holders of the Notes to the Clearing
Agency, and shall have no obligation to the Note Owners.




     SECTION 2.12. Definitive Notes. If (i) the Issuer advises the Indenture Trustee in
writing that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Notes, (ii) the Issuer, to the extent permitted by law,
advises the Indenture Trustee in writing that it elects to terminate the book-entry system through
the Clearing Agency with respect to the Book-Entry Notes or (iii) after the occurrence of an Event
of Default or a Servicer Default, Note Owners representing beneficial interests aggregating a
majority of the Outstanding Principal Amount of the Notes advise the Clearing Agency in writing
that the continuation of a book-entry system through the Clearing Agency is no longer in the best
interests of the Note Owners, then the Clearing Agency shall notify all Note Owners and the
Indenture Trustee of the occurrence of any such event and of the availability of Definitive Notes
to Note Owners requesting the same. Subject to Section 2.13(b), upon surrender to the
Indenture Trustee of the typewritten Note or Notes representing the Book-Entry Notes by the
Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with the instructions of
the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture
Trustee shall recognize the Holders of the Definitive Notes as Noteholders.



     SECTION 2.13. Representations and Covenants by Noteholders and Note Owners.



     (a) Each Noteholder and Note Owner, by acceptance of a Note, or in the case of a Note Owner, a
beneficial interest in a Note, will be deemed to have represented and warranted for the benefit of
the Seller, the Servicer, the Indenture Trustee, the Owner Trustee and the Issuer that either (i)
no portion of the assets used by such Noteholder or Note Owner to Acquire or hold the Note or
beneficial interest therein constitutes Plan Assets of any Plan or (ii) the purchase and holding of
the Note by such Noteholder or Note Owner will not constitute a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code or a violation under any applicable Similar Law.



     (b) Each Class B Noteholder and Class B Note Owner, by acceptance of a Class B Note, or in the
case of a Note Owner, a beneficial interest in a Class B Note, will be deemed to have represented
and warranted for the benefit of the Seller, the Issuer and the Indenture Trustee that it is (i) a
citizen or resident of the United States, (ii) a corporation or partnership organized in or under
the laws of the United States, any state thereof, or any political subdivision of either (including
the District of Columbia) or (iii) an estate or trust, the income of which is includible in gross
income for United States tax purposes, regardless of its source (any such Person described in
clauses (i), (ii) or (iii), a “U.S. Person”). The Class B Notes may not be registered in the name
of, or transferred to, Persons who are not U.S. Persons and any purported transfer of an interest
in a Class B Notes to a Person that is not a U.S. Person shall be void, subject in the case of
Class
B Notes held in book-entry form to the rules, regulations and procedures of the Clearing
Agency. If requested by the Seller, the Issuer or the Administrator, each Class B Noteholder or
Class B



18









 





Note Owner agrees to deliver to the Seller an affidavit and related tax forms certifying
generally to the effect that, under penalty of perjury, such investor is a U.S. Person.




     SECTION 2.14. Tax Treatment. The Issuer has entered into this Indenture, and the
Notes will be issued, with the intention that, for all purposes including federal, State and local
income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the
Issuer secured by the Trust Estate. The Issuer, by entering into this Indenture, and each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in
the applicable Book-Entry Note), agree to treat the Notes as indebtedness of the Issuer for all
purposes, including federal, State and local income, single business and franchise tax purposes.



ARTICLE III




COVENANTS




     SECTION 3.01. Payment of Principal and Interest. The Issuer will duly and punctually
pay the principal of and interest, if any, on the Notes in accordance with the terms of the Notes
and this Indenture. Without limiting the foregoing, the Issuer will cause to be distributed the
amounts on deposit in the Collection Account and the Reserve Account in accordance with Article 5
of the Sale and Servicing Agreement, subject to Section 5.04(b) or 5.04(c).
Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest
or principal or premium shall be considered as having been paid by the Issuer to such Noteholder
for all purposes of this Indenture.



     SECTION 3.02. Maintenance of Office or Agency. The Issuer will maintain in the
Borough of Manhattan, in the City of New York, an office or agency where Notes may be surrendered
for registration of transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the
Corporate Trust Office to serve as its agent for the foregoing purposes. The Issuer will give
prompt written notice to the Indenture Trustee of the location, and of any change in the location,
of any such office or agency. If at any time the Issuer shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.



     SECTION 3.03. Money for Payments To Be Held in Trust. As provided in Section
8.02, all payments of amounts due and payable with respect to any Notes that are to be made
from amounts withdrawn from the Collection Account or the Reserve Account pursuant to Section
8.02(b) shall be made on behalf of the Issuer by the Indenture Trustee or by another Paying
Agent, and no amounts so withdrawn from such accounts for payments of Class A Notes and Class B
Notes, respectively, shall be paid over to the Issuer. Unless the Paying Agent is the Indenture
Trustee, the Issuer shall promptly notify the Indenture Trustee of its action or failure so to act.



     The Issuer will cause each Paying Agent other than the Indenture Trustee to execute and
deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the



19









 





Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject
to the provisions of this Section, that such Paying Agent will:





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




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




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




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




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



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



     Subject to applicable laws with respect to escheat of funds, any money held by the Indenture
Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable shall be discharged
from such trust, and the Indenture Trustee or such Paying Agent, as the case may be, shall give
prompt notice of such occurrence to the Issuer and shall release such money to the Issuer on Issuer
Request; and the Holder of such Note shall thereafter, as an unsecured general creditor, look only
to the Issuer for payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to such trust money
shall thereupon cease; provided, however, that the Indenture Trustee or such Paying Agent, before
being required to make any such repayment, shall at the expense and direction of the Issuer cause
to be published once, in a newspaper published in the English language, customarily published on
each Business Day and of general circulation in the
City of New York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication, any unclaimed



20









 





balance of such money then remaining will be repaid to the Issuer. The Indenture Trustee shall
also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of
such repayment (including mailing notice of such repayment to Holders whose Notes have been called
but have not been surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture Trustee or of any Paying
Agent, at the last address of record for each such Holder).




     SECTION 3.04. Existence. The Issuer will keep in full effect its existence, rights
and franchises as a statutory trust under the laws of the State of Delaware (unless it becomes, or
any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the
United States of America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral
and each other instrument or agreement included in the Trust Estate.



     SECTION 3.05. Protection of Trust Estate. The Issuer will from time to time take all
actions necessary, including preparing, executing, delivering and filing all such supplements and
amendments hereto and all such financing statements, continuation statements, instruments of
further assurance and other instruments, if applicable, and will take such other action necessary
or advisable to:




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




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




     (iii) enforce any of the Collateral; or




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



     The Issuer hereby authorizes the Indenture Trustee its agent and attorney-in-fact to file any
financing statement, continuation statement or other instrument required to be filed pursuant to
this Section.



     SECTION 3.06. Opinions as to Trust Estate. (a) On the Closing Date, the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such
counsel (i) such action has been taken to perfect the lien and security interest of this Indenture,
including with respect to the recording and filing of this Indenture, any indentures supplemental
hereto, and any other requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements, as are so necessary and reciting the details of
such action, or (ii) no such action is necessary to maintain the perfection of such lien and
security interest.



21









 





     (b) On or before April 30 in each calendar year, beginning in 2006, the Issuer shall furnish
to the Indenture Trustee an Opinion of Counsel either stating that, in the opinion of such counsel
(i) such action has been taken to perfect the lien and security interest of this Indenture,
including with respect to the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and with respect to the execution
and filing of any financing statements and continuation statements as is so necessary and reciting
the details of such action or (ii) no such action is necessary to maintain the perfection of such
lien and security interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and continuation
statements that will, in the opinion of such counsel, be required to maintain the perfection of the
lien and security interest of this Indenture until April 30 in the following calendar year.



     SECTION 3.07. Performance of Obligations; Servicing of Receivables.



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



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



     (c) The Issuer will punctually perform and observe all of its obligations and agreements
contained in this Indenture, the other Basic Documents and in the instruments and agreements
included in the Trust Estate, including filing or causing to be filed all UCC financing statements
and continuation statements required to be filed by it by the terms of this Indenture and the other
Basic Documents in accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Basic Document or any provision thereof without the consent of the
Indenture Trustee or the Holders of a majority of the Outstanding Principal Amount of the Notes.



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



22









 





     (e) As promptly as possible after the giving of notice of termination to the Servicer of the
Servicer’s rights and powers pursuant to Section 8.01 of the Sale and Servicing Agreement,
the Indenture Trustee shall appoint a successor servicer (the “Successor Servicer”), and such
Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the
Indenture Trustee. In the event that a Successor Servicer has not been appointed and accepted its
appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without
further action shall automatically be appointed the Successor Servicer. The Indenture Trustee may
resign as the Servicer by giving written notice of such resignation to the Issuer and in such event
will be released from such duties and obligations, such release not to be effective until the date
a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery
of any such notice to the Issuer, the Indenture Trustee shall obtain a new servicer as the
Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer other than the
Indenture Trustee shall (i) be an established financial institution having a net worth of not less
than $50,000,000 and whose regular business includes the servicing of equipment receivables and
(ii) enter into a servicing agreement with the Issuer having substantially the same provisions as
the provisions of the Sale and Servicing Agreement applicable to the Servicer. If the Indenture
Trustee is unable to act as Successor Servicer, the Indenture Trustee may appoint, or may petition
a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such
appointment, the Indenture Trustee may make such arrangements for the compensation of such
successor as it and such successor shall agree, subject to the limitations set forth below and in
the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and
Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing
of the Receivables (such agreement to be in form and substance satisfactory to the Indenture
Trustee). If the Indenture Trustee shall succeed to the Servicer’s duties as servicer of the
Receivables as provided herein, it shall do so in its individual capacity and not in its capacity
as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be
inapplicable to the Indenture Trustee in its duties as the successor to the Servicer and the
servicing of the Receivables. In case the Indenture Trustee shall become successor to the Servicer
under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as
Servicer any one of its Affiliates, provided that it shall be fully liable for the actions and
omissions of such Affiliate in such capacity as Successor Servicer.



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



     (g) Without derogating from the absolute nature of the assignment granted to the Indenture
Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees
that it will not, without the prior written consent of the Indenture Trustee or the Holders of a
majority in Outstanding Principal Amount of the Notes, amend, modify, waiver, supplement, terminate
or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender
of, the terms of any Collateral (except to the extent otherwise permitted pursuant to the terms of
the Sale and Servicing Agreement) or the Basic Documents, or waive timely performance or observance
by the Servicer or the Seller under the Sale and Servicing Agreement or by CFSC under the Purchase
Agreement; provided, however, that no such amendment shall (i) except to the extent otherwise
provided in the Sale and Servicing



23









 





Agreement, increase or reduce in any manner the amount of, or accelerate or delay the timing
of, collections of payments on Receivables or distributions that are required to be made for the
benefit of the Noteholders or (ii) reduce the aforesaid percentage of the Notes which are required
to consent to any such amendment, without the consent of the holders of all the outstanding Notes.
If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Holders, the Issuer agrees, promptly following a request by the Indenture Trustee
to do so, to execute and deliver, in its own name and at its own expense, such agreements,
instruments, consents and other documents as the Indenture Trustee may reasonably deem necessary or
appropriate under the circumstances.




     SECTION 3.08. Negative Covenants. So long as any Notes are Outstanding, the Issuer
shall not:




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




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




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




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



     SECTION 3.09. Statements as to Compliance. (a) The Issuer will deliver to the
Indenture Trustee, within 120 days after the end of each fiscal year of the Issuer (commencing
within 120 days after the end of the fiscal year 2005), an Officer’s Certificate stating, as to the
Authorized Officer signing such Officer’s Certificate, that




     (i) a review of the activities of the Issuer during the 12-month period ending at the
end of such fiscal year (or in the case of the fiscal year ending December 31, 2005, the
period from the Closing Date to December 31, 2005) and of performance under this Indenture
has been made under such Authorized Officer’s supervision; and



24









 






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



     SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms.



     (a) The Issuer shall not consolidate or merge with or into any other Person, unless:




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




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




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




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




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




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



     (b) Other than as set forth in clauses (x) and (y) of Section 3.18 and as provided in
the other Basic Documents, the Issuer shall not convey or transfer any of its properties or assets,
including those included in the Trust Estate, to any Person, unless




     (i) the Person that acquires by conveyance or transfer the properties and assets of the
Issuer the conveyance or transfer of which is hereby restricted shall (A) be a United States
citizen or a Person organized and existing under the laws of the United States of America or
any State, (B) expressly assumes, by an indenture supplemental hereto, executed and
delivered to the Indenture Trustee, in form satisfactory to the Indenture Trustee, the due
and punctual payment of the principal of and interest on all



25









 






Notes and the performance or observance of every agreement and covenant of this
Indenture on the part of the Issuer to be performed or observed, all as provided herein, (C)
expressly agrees by means of such supplemental indenture that all right, title and interest
so conveyed or transferred shall be subject and subordinate to the rights of Holders of the
Notes, (D) unless otherwise provided in such supplemental indenture, expressly agrees to
indemnify, defend and hold harmless the Issuer against and from any loss, liability or
expense arising under or related to this Indenture and the Notes and (E) expressly agrees by
means of such supplemental indenture that such Person (or if a group of Persons, then one
specified Person) shall make all filings with the Commission (and any other appropriate
Person) required by the Exchange Act in connection with the Notes;




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




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




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




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




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



     SECTION 3.11. Successor or Transferee.



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



     (b) Upon a conveyance or transfer of all the assets and properties of the Issuer pursuant to
Section 3.10(b), Caterpillar Financial Asset Trust 2005-A will be released from every
covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with
respect to the Notes immediately upon the delivery to the Indenture Trustee of the Officer’s
Certificate and Opinion of Counsel specified in Section 3.10(b)(vi) stating that
Caterpillar Financial Asset Trust 2005-A is to be so released.



     SECTION 3.12. No Other Business. The Issuer shall not engage in any business other
than the purposes and powers set forth in Section 2.03 of the Trust Agreement.



26









 





     SECTION 3.13. No Borrowing. The Issuer shall not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any indebtedness except for (i) the Notes and
(ii) any other indebtedness permitted by or arising under the Basic Documents.



     SECTION 3.14. Servicer’s Obligations. The Issuer shall cause the Servicer to comply
with all of its obligations under the Basic Documents, including those set forth in Sections 4.09,
4.10, 4.11 and 5.06 of the Sale and Servicing Agreement.



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



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



     SECTION 3.17. Removal of Administrator. So long as any Notes are Outstanding, the
Issuer shall not remove the Administrator without cause unless the Rating Agency Condition shall
have been satisfied in connection with such removal.



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



     SECTION 3.19. Notice of Events of Default. The Issuer agrees to give the Indenture
Trustee and the Rating Agencies prompt written notice of each Event of Default hereunder and,
immediately after obtaining knowledge of any of the following occurrences, written notice of each
default on the part of the Servicer or the Seller of its obligations under the Sale and Servicing
Agreement and each default on the part of CFSC of its obligations under the Purchase Agreement.



     SECTION 3.20. Further Instruments and Acts. Upon request of the Indenture Trustee,
the Issuer will execute and deliver such further instruments and do such further acts as



27









 





may be
reasonably necessary or proper to carry out more effectively the purpose of this Indenture.




ARTICLE IV




SATISFACTION AND DISCHARGE




     SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to
be of further effect with respect to the Notes except as to (i) rights of registration of transfer
and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections
3.02, 3.03, 3.04, 3.05, 3.08, 3.10, 3.11,
3.12, 3.13, 3.17, 3.19, 3.20 and 11.17, (v) the
rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.07 and the obligations of the Indenture Trustee under
Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof with respect to
the property so deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when



     (A) either



     (1) all Notes theretofore authenticated and delivered (other than (i) Notes that have been
destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05
and (ii) Notes for whose payment money has theretofore been deposited in trust or segregated and
held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.03) have been delivered to the Indenture Trustee for cancellation; or



     (2) all Notes not theretofore delivered to the Indenture Trustee for cancellation:




     (i) have become due and payable;




     (ii) will become due and payable at (A) the Class A-1 Note Final Scheduled Distribution
Date with respect to the Class A-1 Notes, (B) the Class A-2 Note Final Scheduled
Distribution Date with respect to the Class A-2 Notes, (C) the Class A-3 Note Final
Scheduled Distribution Date with respect to the Class A-3 Notes, (D) the Class A-4 Note
Final Scheduled Distribution Date with respect to the Class A-4 Notes and (E) the Class B
Note Final Scheduled Distribution Date with respect to the Class B Notes; or




     (iii) are to be called for redemption within one year under arrangements satisfactory
to the Indenture Trustee for the giving of notice of redemption by the Indenture Trustee in
the name, and at the expense, of the Issuer;




and the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably deposited or caused
to be irrevocably deposited with the Indenture Trustee cash or direct obligations of or
obligations guaranteed by the United States of America (which will mature prior to the date
such amounts are payable), in trust for such purpose, in an amount sufficient to pay
and discharge the entire indebtedness on such Notes not theretofore delivered to the
Indenture Trustee for cancellation when due to (x) the Class A-1 Note Final Scheduled



28









 






Distribution Date, Class A-2 Note Final Scheduled Distribution Date, Class A-3 Note Final
Scheduled Distribution Date, Class A-4 Note Final Scheduled Distribution Date or Class B
Note Final Scheduled Distribution Date, as applicable, or Redemption Date (if Notes shall
have been called for redemption pursuant to Section 10.01), as the case may be;



     (B) the Issuer has paid or caused to be paid all other sums payable hereunder by the Issuer;
and



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



     SECTION 4.02. Application of Trust Money. All monies deposited with the Indenture
Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance
with the provisions of the Notes and this Indenture, to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Holders of the particular Notes for
the payment or redemption of which such monies have been deposited with the Indenture Trustee, of
all sums due and to become due thereon for principal and interest; provided such monies need not be
segregated from other funds except to the extent required herein or in the Sale and Servicing
Agreement or as required by law.



     SECTION 4.03. Repayment of Monies Held by Paying Agent. In connection with the
satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any
Paying Agent other than the Indenture Trustee under the provisions of this Indenture with respect
to such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held and
applied according to Section 3.03, and thereupon such Paying Agent shall be released from
all further liability with respect to such monies.



ARTICLE V




REMEDIES




     SECTION 5.01. Events of Default. “Event of Default”, wherever used herein,
means any one of the following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any administrative or governmental
body):




     (i) default in the payment of any interest on any Note when the same becomes due and
payable, and such default shall continue for a period of five days;




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



29









 






     (iii) default in the observance or performance of any covenant or agreement of the
Issuer made in this Indenture (other than a covenant or agreement, a default in the
observance or performance of which is elsewhere in this Section specifically dealt with), or
any representation or warranty of the Issuer made in this Indenture or in any certificate or
other writing delivered pursuant hereto or in connection herewith proving to have been
incorrect in any material respect as of the time when the same shall have been made, and
such default shall continue or not be cured, or the circumstance or condition in respect of
which such representation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after there shall have been given, by registered or
certified mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture
Trustee by the Holders of at least 25% of the Outstanding Principal Amount of the Notes, a
written notice specifying such default or incorrect representation or warranty and requiring
it to be remedied and stating that such notice is a “Notice of Default” hereunder;




     (iv) the filing of a decree or order for relief by a court having jurisdiction in the
premises in respect of the Issuer or any substantial part of the Trust Estate in an
involuntary case under any applicable federal or state bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official for the Issuer or for any substantial
part of the Trust Estate, or ordering the winding-up or liquidation of the Issuer’s affairs,
and such decree or order shall remain unstayed and in effect for a period of 90 consecutive
days; or




     (v) the commencement by the Issuer of a voluntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent
by the Issuer to the entry of an order for relief in an involuntary case under any such law,
or the consent by the Issuer to the appointment or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or
for any substantial part of the Trust Estate, or the making by the Issuer of any general
assignment for the benefit of creditors, or the failure by the Issuer generally to pay its
debts as such debts become due, or the commencement of the termination of the Trust pursuant
to Section 9.01 of the Trust Agreement, or the taking of action by the Issuer in
furtherance of any of the foregoing.



     The Issuer shall deliver to the Indenture Trustee, within five days after the occurrence
thereof, written notice in the form of an Officer’s Certificate of any event which with the giving
of notice and the lapse of time would become an Event of Default under clause (iii) or clause (v),
its status and what action the Issuer is taking or proposes to take with respect thereto.



     SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If an Event of
Default should occur and be continuing, then and in every such case the Indenture Trustee or the
Holders of Notes representing not less than a majority of the Outstanding Principal Amount of the
Notes may declare all the Notes to be immediately due and payable, by a notice in writing to the
Issuer (and to the Indenture Trustee if declared by Noteholders), and upon any such declaration the
unpaid principal amount of the Notes, together with accrued and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable.



30









 





     At any time after such declaration of acceleration of maturity has been made and before a
judgment or decree for payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, the Holders of Notes representing not less than a
majority of the Outstanding Principal Amount of the Notes, by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences if:




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




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




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




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



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



     SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee.



     (a) The Issuer covenants that if default is made in the payment of (i) any interest on any
Note when the same becomes due and payable, and such default continues for a period of five days or
(ii) the principal of or any installment of the principal of any Note when the same becomes due and
payable, the Issuer will, upon demand of the Indenture Trustee, pay to it, for the benefit of the
Holders of the Notes, the whole amount then due and payable on such Notes for principal and
interest, with interest upon the overdue principal, and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest, at the applicable
Note Interest Rate borne by the Notes, and in addition thereto will pay such further amount as
shall be sufficient to cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and its agents and
counsel.



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



     (c) If an Event of Default occurs and is continuing, the Indenture Trustee may, as more
particularly provided in Section 5.04, in its discretion, proceed to protect and enforce
its



31









 





rights and the rights of the Noteholders, by such appropriate Proceedings as the Indenture
Trustee shall deem most effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power
granted herein, or to enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by law.




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




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




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




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




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



and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding
is hereby authorized by each of such Noteholders to make payments to the Indenture Trustee, and, in
the event that the Indenture Trustee shall consent to the making of payments directly to such
Noteholders, to pay to the Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Indenture Trustee, each predecessor Indenture Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities incurred, and all




32









 








advances made, by the Indenture Trustee and each predecessor Indenture Trustee except as a result
of negligence or bad faith.




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



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



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



     SECTION 5.04. Remedies; Priorities. (a) If an Event of Default shall have occurred
and be continuing, the Indenture Trustee may do one or more of the following (subject to
Section 5.05):




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




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




     (iii) exercise any remedies of a secured party under the UCC and take any other
appropriate action to protect and enforce the rights and remedies of the Indenture Trustee
and the Holders of the Notes; and




     (iv) in the event that all the Notes have been declared due and payable pursuant to
Section 5.02, sell the Trust Estate or any portion thereof or rights or interest
therein, at one or more public or private sales called and conducted in any manner permitted
by law;



provided, however, that the Indenture Trustee may not sell or otherwise liquidate the Trust Estate
following an Event of Default, other than a Monetary Event of Default, unless (A) the Holders of
100% of the Outstanding Principal Amount of the Notes consent thereto, (B) the proceeds of




33









 








such sale or liquidation distributable to the Noteholders are sufficient to discharge in full all
amounts then due and unpaid upon such Notes for principal and interest or (C) the Indenture Trustee
determines that the Trust Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the Notes had not been
declared due and payable, and the Indenture Trustee obtains the consent of Holders of at least
66-2/3% of the Outstanding Principal Amount of the Notes. In determining such sufficiency or
insufficiency with respect to clause (B) and (C), the Indenture Trustee may, but need not, obtain
and rely upon an opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.




     (b) If the Indenture Trustee collects any money or property pursuant to this Article V
following any occurrence of a Monetary Event of Default and the acceleration of the maturities of
the Notes pursuant to Section 5.02 (so long as such declaration shall not have been
rescinded or annulled), it shall pay out the money or property (other than the Additional Servicing
Compensation, which may be retained by the Servicer in accordance with Section 5.08 of the
Sale and Servicing Agreement) in the following order:




     FIRST: to the Indenture Trustee for amounts due under Section 6.07;




     SECOND: to Class A Noteholders for amounts due and unpaid on the Class A Notes for
interest, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Class A Notes for interest;




     THIRD: to Holders of Class A Notes for amounts due and unpaid on the Class A Notes for
principal, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Class A Notes for principal;




     FOURTH: to Holders of Class B Notes for amounts due and unpaid on the Class B Notes
for interest, ratably, without preference or priority of any kind, according to the amounts
due and payable on the Class B Notes for interest;




     FIFTH: to Holders of Class B Notes for amounts due and unpaid on the Class B Notes for
principal, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Class B Notes for principal; and




     SIXTH: to the Certificate Distribution Account.



     (c) If the Indenture Trustee collects any money or property pursuant to this Article V
following any occurrence of a Non-Monetary Event of Default and the acceleration of the maturities
of the Notes pursuant to Section 5.02 (so long as such declaration shall not have been
rescinded or annulled), it shall pay out the money or property (other than the Additional Servicing
Compensation, which may be retained by the Servicer in accordance with Section 5.08 of the
Sale and Servicing Agreement) in the following order:




     FIRST: to the Indenture Trustee for amounts due under Section 6.07;



34









 






     SECOND: to Holders of the Class A Notes for amounts due and unpaid on the Class A
Notes for interest, ratably, without preference or priority of any kind, according to the
amounts due and payable on the Class A Notes for interest;




     THIRD: to Holders of the Class B Notes for amounts due and unpaid on the Class B Notes
for interest, ratably, without preference of any kind, according to the amounts due and
payable on the Class B Notes for interest;




     FOURTH: to Holders of Class A Notes for amounts due and unpaid on the Class A Notes
for principal, ratably, without preference or priority of any kind, according to the amounts
due and payable on the Class A Notes for principal;




     FIFTH: to Holders of Class B Notes for amounts due and unpaid on the Class B Notes for
principal, ratably, without preference or priority of any kind, according to the amounts due
and payable on the Class B Notes for principal; and




     SIXTH: to the Certificate Distribution Account.



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



     SECTION 5.05. Optional Preservation of the Receivables. If the Notes have been
declared to be due and payable under Section 5.02 following an Event of Default and such
declaration and its consequences have not been rescinded and annulled, the Indenture Trustee may,
but need not, elect to maintain possession of the Trust Estate. It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for the payment of principal
of and interest on the Notes, and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Trust Estate. In determining whether to
maintain possession of the Trust Estate, the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the Trust Estate for such
purpose.



     SECTION 5.06. Limitation of Suits. No Holder of any Note shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:




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




     (ii) the Holders of not less than 25% of the Outstanding Principal Amount of the Notes
have made written request to the Indenture Trustee to institute such Proceeding in respect
of such Event of Default in its own name as Indenture Trustee hereunder;



35









 






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




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




     (v) no direction inconsistent with such written request has been given to the Indenture
Trustee during such 60-day period by the Holders of a majority of the Outstanding Principal
Amount of the Notes;



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




     In the event the Indenture Trustee shall receive conflicting or inconsistent requests and
indemnity from two or more groups of Holders of Notes, each representing less than a majority of
the Outstanding Principal Amount of the Notes, the Indenture Trustee in its sole discretion may
determine what action, if any, shall be taken, notwithstanding any other provisions of this
Indenture.



     SECTION 5.07. Unconditional Rights of Noteholders to Receive Principal and Interest.
Notwithstanding any other provisions in this Indenture, the Holder of any Note shall have the
right, which is absolute and unconditional, to receive payment of the principal of and interest, if
any, on such Note on or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired without the consent
of such Holder.



     SECTION 5.08. Restoration of Rights and Remedies. If the Indenture Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and
such Proceeding has been discontinued or abandoned for any reason or has been determined adversely
to the Indenture Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and thereafter all rights
and remedies of the Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.



     SECTION 5.09. Rights and Remedies Cumulative. No right or remedy herein conferred
upon or reserved to the Indenture Trustee or to the Noteholders is intended to be exclusive of any
other right or remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.



36









 





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



     SECTION 5.11. Control by Noteholders. The Holders of a majority (or 66 2/3% if an
Event of Default has occurred and is continuing) of the Outstanding Principal Amount of the Notes
shall have the right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee with respect to the Notes or exercising any trust or
power conferred on the Indenture Trustee; provided that




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




     (ii) subject to the express terms of Section 5.04, any direction to the
Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders of Notes
representing not less than 100% of the Outstanding Principal Amount of the Notes;




     (iii) if the conditions set forth in Section 5.05 have been satisfied and the
Indenture Trustee elects to retain the Trust Estate pursuant to such Section, then any
direction to the Indenture Trustee by Holders of Notes representing less than 100% of the
Outstanding Principal Amount of the Notes to sell or liquidate the Trust Estate shall be of
no force and effect; and




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



provided, however, that, subject to Section 6.01, the Indenture Trustee need not take any
action that it determines might involve it in liability or might materially adversely affect the
rights of any Noteholders not consenting to such action.




     SECTION 5.12. Waiver of Past Defaults. Prior to the declaration of the acceleration
of the maturity of the Notes as provided in Section 5.02, the Holders of Notes of not less
than a majority of the Outstanding Principal Amount of the Notes may waive any past Default or
Event of Default and its consequences except a Default (a) in payment of principal of or interest
on any of the Notes or (b) in respect of a covenant or provision hereof which cannot be modified or
amended without the consent of the Holder of each Note. In the case of any such waiver, the
Issuer, the Indenture Trustee and the Holders of the Notes shall be restored to their former
positions and rights hereunder, respectively; provided that no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.



     Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and
not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured
and not to have occurred, for every purpose of this Indenture; provided that no



37









 





such waiver shall extend to any subsequent or other Default or Event of Default or impair any
right consequent thereto.




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



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



     SECTION 5.15. Action on Notes. The Indenture Trustee’s right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither the lien of this
Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuer. Any money or property collected by the Indenture Trustee shall be applied in accordance
with Section 5.04(b).



     SECTION 5.16. Performance and Enforcement of Certain Obligations.



     (a) Promptly following a request from the Indenture Trustee to do so and at the Seller’s
expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to
compel or secure the performance and observance by (x) the Seller and the Servicer, as applicable,
of each of their obligations to the Issuer under or in connection with the Sale and Servicing
Agreement or (y) CFSC of its obligations under or in connection with the Purchase Agreement in
accordance with the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the Sale and Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of the Seller or the Servicer thereunder and the



38









 





institution of legal or administrative actions or proceedings to compel or secure performance
by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement.




     (b) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at
the direction (which direction shall be in writing or by telephone (confirmed in writing promptly
thereafter)) of the Holders of at least 66 2/3% of the Outstanding Principal Amount of the Notes
shall, exercise all rights, remedies, powers, privileges and claims of the Issuer against the
Seller or the Servicer under or in connection with the Sale and Servicing Agreement, including the
right or power to take any action to compel or secure performance or observance by the Seller or
the Servicer of each of their obligations to the Issuer thereunder and to give any consent,
request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement,
and any right of the Issuer to take such action shall be suspended.



     (c) Promptly following a request from the Indenture Trustee to do so and at the Seller’s
expense, the Issuer agrees to take all such lawful action as the Indenture Trustee may request to
compel or secure the performance and observance by CFSC of each of its obligations to the Seller
under or in connection with the Purchase Agreement in accordance with the terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Purchase Agreement to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default on the part of the Seller
thereunder and the institution of legal or administrative actions or proceedings to compel or
secure performance by CFSC of each of its obligations under the Purchase Agreement.



     (d) If an Event of Default has occurred and is continuing, the Indenture Trustee may, and, at
the direction (which direction shall be in writing or by telephone (confirmed in writing promptly
thereafter)) of the Holders of at least 66 2/3% of the Outstanding Principal Amount of the Notes
shall, exercise all rights, remedies, powers, privileges and claims of the Seller against CFSC
under or in connection with the Purchase Agreement, including the right or power to take any action
to compel or secure performance or observance by CFSC of each of its obligations to the Seller
thereunder and to give any consent, request, notice, direction, approval, extension or waiver under
the Purchase Agreement, and any right of the Seller to take such action shall be suspended.



ARTICLE VI




THE INDENTURE TRUSTEE




     SECTION 6.01. Duties of Indenture Trustee.



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



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



39









 






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




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



     The Indenture Trustee shall not be required to determine, confirm or recalculate the
information contained in the Servicer’s Certificate delivered to it pursuant to the Sale and
Servicing Agreement.



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




     (i) this paragraph does not limit the effect of subsection 6.01(b);




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




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



     (d) Every provision of this Indenture that in any way relates to the Indenture Trustee is
subject to subsections 6.01(a), (b) and (c);



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



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



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



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



40









 





     SECTION 6.02. Rights of Indenture Trustee.



     (a) The Indenture Trustee may rely on any document believed by it to be genuine and to have
been signed or presented by the proper Person. The Indenture Trustee need not investigate any fact
or matter stated in the document.



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



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



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



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



     SECTION 6.03. Individual Rights of Indenture Trustee. The Indenture Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal
with the Issuer or its affiliates with the same rights it would have if it were not Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same with
like rights. However, the Indenture Trustee must comply with Sections 6.11 and
6.12.



     SECTION 6.04. Indenture Trustee’s Disclaimer. The Indenture Trustee shall not be
responsible for and makes no representation as to the validity or adequacy of the Trust Estate,
this Indenture or the Notes, it shall not be accountable for the Issuer’s use of the proceeds from
the Notes, and it shall not be responsible for any statement of the Issuer in the Indenture or in
any document issued in connection with the sale of the Notes or in the Notes other than the
Indenture Trustee’s certificate of authentication.



     SECTION 6.05. Notice of Defaults. If a Default occurs and is continuing and if it is
known to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall mail to each
Noteholder notice of the Default within 90 days after it occurs. Except in the case of a Default
in payment of principal of or interest on any Note (including payments pursuant to the mandatory
redemption provisions of such Note), the Indenture Trustee may withhold the notice



41









 





if and so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.




     SECTION 6.06. Reports by Indenture Trustee to Holders. The Indenture Trustee shall
deliver to each Noteholder such information as may be required to enable such holder to prepare its
federal and state income tax returns, which shall include the information required to be
distributed pursuant to the first paragraph of Section 5.07 of the Sale and Servicing
Agreement. The Indenture Trustee shall only be required to provide to the Noteholders the
information given to it by the Servicer. The Indenture Trustee shall not be required to determine,
confirm or recompute any such information.



     SECTION 6.07. Compensation and Indemnity. The Issuer shall pay to the Indenture
Trustee from time to time reasonable compensation for its services. The Indenture Trustee’s
compensation shall not be limited by any law on compensation of a trustee of an express trust. The
Issuer shall reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or
made by it, including costs of collection, in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee’s agents, counsel, accountants and experts. The Issuer shall indemnify the
Indenture Trustee against any and all loss, liability or expense (including the fees of either
in-house counsel or outside counsel, but not both) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder. The Indenture Trustee
shall notify the Issuer and the Administrator promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee to so notify the Issuer and the Administrator shall
not relieve the Issuer of its obligations hereunder. The Issuer shall defend the claim and the
Indenture Trustee may have separate counsel and the Issuer shall pay the fees and expenses of such
counsel. The Issuer need not reimburse any expense or indemnify against any loss, liability or
expense incurred by the Indenture Trustee through the Indenture Trustee’s own willful misconduct,
negligence or bad faith.



     The Issuer’s payment obligations to the Indenture Trustee pursuant to this Section shall
survive the discharge of this Indenture. When the Indenture Trustee incurs expenses after the
occurrence of a Default specified in Section 5.01(iv) or (v) with respect to the
Issuer, the expenses are intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable federal or state bankruptcy, insolvency or similar law.



     Notwithstanding anything herein to the contrary, the Indenture Trustee’s right to enforce any
of the Issuer’s payment obligations pursuant to this Section 6.07 shall be subject to the
provisions of Section 11.17.



     SECTION 6.08. Replacement of Indenture Trustee. No resignation or removal of the
Indenture Trustee and no appointment of a successor Indenture Trustee shall become effective until
the acceptance of appointment by the successor Indenture Trustee pursuant to this Section
6.08. The Indenture Trustee may resign at any time by so notifying the Issuer. The Holders of
a majority in Outstanding Principal Amount of the Notes may remove the Indenture Trustee by so
notifying the Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer shall
remove the Indenture Trustee if:



42









 






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




     (ii) the Indenture Trustee is adjudged a bankrupt or insolvent;




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




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



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



     A successor Indenture Trustee shall deliver a written acceptance of its appointment to the
retiring Indenture Trustee and to the Issuer. Thereupon the resignation or removal of the retiring
Indenture Trustee shall become effective, and the successor Indenture Trustee shall have all the
rights, powers and duties of the Indenture Trustee under this Indenture. The successor Indenture
Trustee shall mail a notice of its succession to Noteholders. The retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.



     If a successor Indenture Trustee does not take office within 60 days after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the Issuer or the Holders
of not less than a majority in Outstanding Principal Amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.



     If the Indenture Trustee fails to comply with Section 6.11, any Noteholder may
petition any court of competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.



     Notwithstanding the replacement of the Indenture Trustee pursuant to this Section, the
Issuer’s obligations under Section 6.07 shall continue for the benefit of the retiring
Indenture Trustee.



     SECTION 6.09. Successor Indenture Trustee by Merger. If the Indenture Trustee
consolidates with, merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, the resulting, surviving
or transferee corporation or banking association without any further act shall be the successor
Indenture Trustee. The Indenture Trustee shall provide the Rating Agencies prior written notice of
any such transaction; provided that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11.



     In case at the time such successor or successors by merger, conversion or consolidation to the
Indenture Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have
been authenticated but not delivered, any such successor to the Indenture Trustee may adopt the
certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated;
and in case at that time any of the Notes shall not have been authenticated, any successor to the
Indenture Trustee may authenticate such Notes either in the name of any



43









 





predecessor hereunder or in the name of the successor to the Indenture Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in the Notes or in this
Indenture provided that the certificate of the Indenture Trustee shall have.




     SECTION 6.10. Appointment of Co-Trustee or Separate Indenture Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the purpose of meeting any
legal requirement of any jurisdiction in which any part of the Trust may at the time be located,
the Indenture Trustee shall have the power and may execute and deliver all instruments to appoint
one or more Persons reasonably acceptable to the Issuer to act as a co-trustee or co-trustees, or
separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person
or Persons, in such capacity and for the benefit of the Noteholders, such title to the Trust, or
any part hereof, and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.08 hereof.



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




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




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




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



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



44









 





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



     SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee shall at all times
satisfy the requirements of TIA § 310(a). The Indenture Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published annual report of
condition and its long-term unsecured debt shall be rated at least “Baa3” by Moody’s and “BBB-” by
Standard & Poor’s. The Indenture Trustee shall comply with TIA § 310(b), including the optional
provision permitted by the second sentence of TIA § 310(b)(9); provided, however, that there shall
be excluded from the operation of TIA § 310(b)(1) any indenture or indentures under which other
securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA §
310(b)(1) are met.



     Within 90 days after ascertaining the occurrence of an Event of Default which shall not have
been cured or waived, unless authorized by the Commission, the Indenture Trustee shall resign with
respect to the Class A Notes or the Class B Notes in accordance with Section 6.08, and the
Issuer shall appoint a successor Indenture Trustee for one or both of such Classes, as applicable,
so that there will be separate Indenture Trustees for the Class A Notes and the Class B Notes. In
the event the Indenture Trustee fails to comply with the terms of the preceding sentence, the
Indenture Trustee shall comply with clauses (ii) and (iii) of TIA § 310(b).



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



45









 





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



     SECTION 6.13. Appointment of Custodians. The Indenture Trustee may, with the consent
of the Servicer and notice to the Rating Agencies, appoint U.S. Bank National Association as
Custodian to hold the Receivables Files in accordance with the Custodial Agreement. Subject to
this Article VI, the Indenture Trustee agrees to comply with the terms of the Custodial
Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of
the Noteholders.



     SECTION 6.14. Representations and Warranties of the Indenture Trustee. The Indenture
Trustee hereby makes the following representations and warranties on which the Issuer and the
Noteholders shall rely:



     (a) it is a national banking association duly organized, validly existing and in good standing
under the laws of the United States of America;



     (b) it has full power, authority and legal right to execute, deliver, and perform its
obligations under this Indenture and has taken all necessary action to authorize the execution,
delivery and performance by it of this Indenture; and



     (c) this Indenture is an enforceable obligation of the Indenture Trustee.



ARTICLE VII




NOTEHOLDERS’ LISTS AND REPORTS




     SECTION 7.01. Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.
The Issuer will furnish or cause to be furnished to the Indenture Trustee (a) not more than five
days after the earlier of (i) each Record Date and (ii) three months after the last Record Date, a
list, in such form as the Indenture Trustee may reasonably require, of the names and addresses of
the Holders of Notes as of such Record Date, (b) at such other times as the Indenture Trustee may
request in writing, within 30 days after receipt by the Issuer of any such request, a list of
similar form and content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished.



     SECTION 7.02. Preservation of Information; Communications to Noteholders.



     (a) The Indenture Trustee shall preserve, in as current a form as is reasonably practicable,
the names and addresses of the Holders of Notes contained in the most recent list furnished to the
Indenture Trustee as provided in Section 7.01 and the names and addresses of Holders of
Notes received by the Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee
may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new
list so furnished.



46









 





     (b) Noteholders may communicate, pursuant to TIA § 312(b), with other Noteholders with respect
to their rights under this Indenture or under the Notes.



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



     SECTION 7.03. Reports by Issuer.



     (a) The Issuer shall:




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




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




     (iii) supply to the Indenture Trustee (and the Indenture Trustee shall transmit by mail
to all Noteholders described in TIA § 313(c)) such summaries of any information, documents
and reports required to be filed by the Issuer pursuant to clauses (i) and
(ii) of this Section 7.03(a) as may be required by rules and regulations
prescribed from time to time by the Commission.



     (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on
December 31 of each year.



     SECTION 7.04. Reports by Indenture Trustee. If required by TIA § 313(a), within 60
days after each March 31 beginning with March 31, 2006, the Indenture Trustee shall mail to each
Noteholder as required by TIA § 313(c) a brief report dated as of such date that complies with TIA
§ 313(a). The Indenture Trustee also shall comply with TIA § 313(b).



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



ARTICLE VIII




ACCOUNTS, DISBURSEMENTS AND RELEASES




     SECTION 8.01. Collection of Money. Except as otherwise expressly provided herein, the
Indenture Trustee may demand payment or delivery of, and shall receive and collect,



47









 





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




     SECTION 8.02. Trust Accounts.



     (a) On or prior to the Closing Date, the Issuer shall cause the Servicer or the Seller, as
applicable, to establish and maintain, in the name of the Issuer and subject to the security
interest of the Indenture Trustee the Trust Accounts as provided in Section 5.01 of the
Sale and Servicing Agreement.



     (b) On or before the second Business Day preceding each Distribution Date, the Total
Distribution Amount with respect to the preceding Collection Period will be deposited in the
Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On each
Distribution Date and Redemption Date, the Indenture Trustee shall distribute all amounts on
deposit in the Collection Account and the Reserve Account in accordance with the instructions
received from the Servicer pursuant to Section 4.09 of the Sale and Servicing Agreement
(except as otherwise provided in Section 5.04(b) or (c)).



     SECTION 8.03. General Provisions Regarding Accounts.



     (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Trust Accounts shall be invested in Eligible Investments and (except
with respect to the Certificate Distribution Account) reinvested by the Indenture Trustee upon
Issuer Order, subject to the provisions of Section 5.01(b) of the Sale and Servicing
Agreement (which Issuer Order may be upon direction of the Servicer). All income or other gain
from investments of monies deposited in the Trust Accounts shall be deposited by the Indenture
Trustee in the Collection Account, and any loss resulting from such investments shall be charged to
such account. The Issuer will not direct the Indenture Trustee to make any investment of any funds
or to sell any investment held in any of the Trust Accounts unless the security interest granted
and perfected in such account will continue to be perfected in such investment or the proceeds of
such sale, and, in connection with any direction to the Indenture Trustee to make any such
investment or sale, if requested by the Indenture Trustee, the Issuer shall deliver to the
Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such effect.



     (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any way be held
liable by reason of any insufficiency in any of the Trust Accounts resulting from any loss on any
Eligible Investment included therein except for losses attributable to the Indenture Trustee’s
failure to make payments on such Eligible Investments issued by the Indenture Trustee, in its
commercial capacity as principal obligor and not as trustee, in accordance with their terms.



48









 





     (c) If (i) the Issuer shall have failed to give investment directions for any funds on deposit
in the Trust Accounts to the Indenture Trustee by 12:00 noon New York Time (or such other time as
may be agreed by the Issuer and Indenture Trustee) on any Business Day; or (ii) a Default or Event
of Default shall have occurred and be continuing with respect to the Notes but the Notes shall not
have been declared due and payable pursuant to Section 5.02, or, if such Notes shall have
been declared due and payable following an Event of Default, amounts collected or receivable from
the Trust Estate are being applied in accordance with Section 5.05 as if there had not been
such a declaration; then the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Trust Accounts in investments under subparagraph (d) of the definition of
Eligible Investments maturing prior to the succeeding Distribution Date in accordance with Section
5.01(b) of the Sale and Servicing Agreement.



     SECTION 8.04. Release of Trust Estate.



     (a) Subject to the payment of its fees and expenses pursuant to Section 6.07, the
Indenture Trustee may, and when required by the provisions of this Indenture shall, execute
instruments to release property from the lien of this Indenture, or convey the Indenture Trustee’s
interest in the same, in a manner and under circumstances that are not inconsistent with the
provisions of this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee’s authority, inquire into the satisfaction of any conditions precedent or see to the
application of any monies.



     (b) The Indenture Trustee shall, at such time as there are no Notes Outstanding and all sums
due the Indenture Trustee pursuant to Section 6.07 have been paid, release any remaining
portion of the Trust Estate that secured the Notes from the lien of this Indenture and release to
the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts.
The Indenture Trustee shall release property from the lien of this Indenture pursuant to this
Section 8.04(b) only upon receipt of an Issuer Request accompanied by an Officer’s
Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA §§ 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.01.



     SECTION 8.05. Opinion of Counsel. The Indenture Trustee shall receive at least seven
days’ notice when requested by the Issuer to take any action pursuant to Section 8.04(a),
accompanied by copies of any instruments involved, and the Indenture Trustee shall also require, as
a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the security for the
Notes or the rights of the Noteholders in contravention of the provisions of this Indenture;
provided, however, that such Opinion of Counsel shall not be required to express an opinion as to
the fair value of the Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or other instrument
delivered to the Indenture Trustee in connection with any such action.




49










 






ARTICLE IX




SUPPLEMENTAL INDENTURES




     SECTION 9.01. Supplemental Indentures Without Consent of Noteholders.



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




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




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




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




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




     (v) to cure any ambiguity, to correct or supplement any provision herein or in any
supplemental indenture which may be inconsistent with any other provision herein or in any
supplemental indenture or to make any other provisions with respect to matters or questions
arising under this Indenture or in any supplemental indenture; provided that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of the Holders of the Notes;




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




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



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



50









 





     (b) The Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, also
without the consent of any of the Holders of the Notes but with prior notice to the Rating
Agencies, enter into an indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or
of modifying in any manner the rights of the Holders of the Notes
under this Indenture; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder. The Issuer and the Indenture Trustee, when
authorized by an Issuer Order, may, also without consent of any of the Holders of the Notes, enter
into an indenture or indentures supplemental hereto for the purpose of substituting credit
enhancement for any Class of Notes; provided, however, that the Rating Agency
Condition with respect thereto shall have been satisfied.



     SECTION 9.02. Supplemental Indentures with Consent of Noteholders. The Issuer and the
Indenture Trustee, when authorized by an Issuer Order, also may, with prior notice to the Rating
Agencies and with the consent of the Holders of a majority of the Outstanding Principal Amount of
the Notes, by Act of such Holders delivered to the Issuer and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in
any manner the rights of the Holders of the Notes under this Indenture; provided, however, that no
such supplemental indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:




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




     (ii) reduce the percentage of the Outstanding Principal Amount of the Notes, the
consent of the Holders of which is required for any such supplemental indenture, or the
consent of the Holders of which is required for any waiver of compliance with certain
provisions of this Indenture or certain defaults hereunder and their consequences provided
for in this Indenture;




     (iii) modify or alter the provisions of the proviso to the definition of the term
“Outstanding”;




     (iv) reduce the percentage of the Outstanding Principal Amount of the Notes required to
direct the Indenture Trustee to direct the Issuer to sell or liquidate the Trust Estate
pursuant to Section 5.04;



51









 






     (v) modify any provision of this Section 9.02 except to increase any percentage
specified herein or to provide that certain additional provisions of this Indenture or the
Basic Documents cannot be modified or waived without the consent of the Holder of each
Outstanding Note affected thereby;




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




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



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



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



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



     SECTION 9.03. Execution of Supplemental Indentures. In executing, or permitting the
additional trusts created by, any supplemental indenture permitted by this Article IX or
the modifications thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee may, but shall not
be obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s
own rights, duties, liabilities or immunities under this Indenture or otherwise.



     SECTION 9.04. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall be and be deemed to
be modified and amended in accordance therewith with respect to the Notes affected thereby, and the
respective rights, limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders
of the Notes shall



52









 







thereafter be determined, exercised and enforced hereunder subject in all respects to
such modifications and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this Indenture for any
and all purposes.



     SECTION 9.05. Conformity With Trust Indenture Act. Every amendment of this Indenture
and every supplemental indenture executed pursuant to this Article IX shall conform to the
requirements of the TIA as then in effect so long as this Indenture shall then be qualified under
the TIA.



     SECTION 9.06. Reference in Notes to Supplemental Indentures. Notes authenticated and
delivered after the execution of any supplemental indenture pursuant to this Article IX
may, and if required by the Indenture Trustee shall, bear a notation in form approved by the
Indenture Trustee as to any matter provided for in such supplemental indenture. If the Issuer or
the Indenture Trustee shall so determine, new Notes so modified as to conform, in the opinion of
the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and
executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes.



ARTICLE X




REDEMPTION OF NOTES




     SECTION 10.01. Redemption. The Class A-4 Notes and the Class B Notes shall be
redeemed in whole, but not in part, on any Distribution Date after the Class A-1 Notes, the Class
A-2 Notes and the Class A-3 Notes have been paid in full on which the Servicer exercises the option
to purchase the Owner Trust Estate pursuant to Section 9.01(a) of the Sale and Servicing
Agreement; provided, however, that such purchase is subject to such payment resulting in the Issuer
having available funds sufficient to pay (i) all amounts due pursuant to Section 5.04(b)(i)
of the Sale and Servicing Agreement and (ii) the aggregate Redemption Price for the Class A-4 Notes
and the Class B Notes. The Issuer shall furnish the Rating Agencies notice of such redemption. If
the Class A-4 Notes and the Class B Notes are to be redeemed pursuant to this Section
10.01, the Issuer shall furnish notice of such redemption to the Indenture Trustee not later
than 15 days prior to the Redemption Date, and the Issuer shall deposit in the Collection Account
not later than two Business Days prior to the Redemption Date the Redemption Price of the Class A-4
Notes to be redeemed and the Redemption Price of the Class B Notes to be redeemed, whereupon all
such Class A-4 Notes and Class B Notes shall be due and payable on the Redemption Date upon the
furnishing of a notice and the deposit of the Redemption Price in the Collection Account complying
with Section 10.02 to each Holder of the Notes.



     SECTION 10.02. Form of Redemption Notice. Notice of redemption under Section
10.01 shall be given by the Indenture Trustee by first-class mail, postage prepaid, mailed not
less than five days prior to the applicable Redemption Date to each Holder of Notes, as of the
close of business on the Record Date preceding the applicable Redemption Date, at such Holder’s
address appearing in the Note Register.



53









 





     All notices of redemption shall state:




     (i) the Redemption Date;




     (ii) the Redemption Price; and




     (iii) the place where such Notes are to be surrendered for payment of the Redemption
Price (which shall be the office or agency of the Issuer to be maintained as provided in
Section 3.02).



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



     SECTION 10.03. Notes Payable on Redemption Date. The Notes or portions thereof to be
redeemed shall, following notice of redemption as required by Section 10.02, on the
Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default
in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any
period after the date to which accrued interest is calculated for purposes of calculating the
Redemption Price.



ARTICLE XI




MISCELLANEOUS




     SECTION 11.01. Compliance Certificates and Opinions etc. (a) Upon any application or
request by the Issuer to the Indenture Trustee to take any action under any provision of this
Indenture, the Issuer shall furnish to the Indenture Trustee (i) an Officer’s Certificate stating
that all conditions precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (iii) (if required by
the TIA) an Independent Certificate from a firm of certified public accountants meeting the
applicable requirements of this Section, except that, in the case of any such application or
request as to which the furnishing of such documents is specifically required by any provision of
this Indenture, no additional certificate or opinion need be furnished.



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




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




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


     (iii) a statement that, in the opinion of each such signatory, such signatory has made
such examination or investigation as is necessary to enable such signatory to

54









 






 express an
informed opinion as to whether or not such covenant or condition has been complied with; and




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



     (b) (i) Prior to the deposit of any Collateral or other property or securities with the
Indenture Trustee that is to be made the basis for the release of any property or securities
subject to the lien of this Indenture, the Issuer shall, in addition to any obligation imposed in
Section 11.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee an
Officer’s Certificate certifying or stating the opinion of each Person signing such certificate as
to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other
property or securities to be so deposited.




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




     (iii) Other than with respect to the release of any Purchased Receivables or Liquidated
Receivables or payments pursuant to Section 3.03, whenever any property or
securities are to be released from the lien of this Indenture, the Issuer shall also furnish
to the Indenture Trustee an Officer’s Certificate certifying or stating the opinion of each
Person signing such certificate as to the fair value (within 90 days of such release) of the
property or securities proposed to be released and stating that in the opinion of such
Person the proposed release will not impair the security under this Indenture in
contravention of the provisions hereof.




     (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an Officer’s
Certificate certifying or stating the opinion of any signer thereof as to the matters
described in clause (iii) above, the Issuer shall also furnish to the Indenture Trustee an
Independent Certificate as to the same matters if the fair value of the property or
securities and of all other property, other than Purchased Receivables and Liquidated
Receivables or payments pursuant to Section 3.03, or securities released from the
lien of this Indenture since the commencement of the then current calendar year, as set
forth in the certificates required by clause (iii) above and this clause (iv), equals 10% or
more of the Outstanding Principal Amount of the Notes, but such certificate need not be
furnished in the case of any release of property or securities if the fair value thereof as
set forth in the related Officer’s Certificate is less than $25,000 or less than one percent of the
then Outstanding Principal Amount of the Notes.



55









 










     (v) Notwithstanding Section 2.09 or any other provision of this Section, the
Issuer may, without complying with clauses (i)-(iv) above, (A) collect, liquidate, sell or
otherwise dispose of Receivables and Financed Equipment as and to the extent permitted or
required by the Basic Documents and (B) make cash payments out of the Trust Accounts as and
to the extent permitted or required by the Basic Documents.



     SECTION 11.02. Form of Documents Delivered to Indenture Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of, any specified Person,
it is not necessary that all such matters be certified by, or covered by the opinion of, only one
such Person, or that they be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such matters in one or
several documents.



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



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



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



     SECTION 11.03. Acts of Noteholders.



     (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be given or taken by Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders
in person or by agents duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are delivered



56









 







to the
Indenture Trustee, and, where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred
to as the “Act” of the Noteholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be sufficient for any purpose
of this Indenture and (subject to Section 6.01) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section.



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



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



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



     SECTION 11.04. Notices, etc. to Indenture Trustee, Issuer and Rating Agencies. Any
request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other
documents provided or permitted by this Indenture to be made upon, given or furnished to or filed
with:



     (a) the Indenture Trustee by any Noteholder or by the Issuer shall be sufficient for every
purpose hereunder if made, given, furnished or filed in writing to or with the Indenture Trustee
and received at its Corporate Trust Office, or



     (b) the Issuer by the Indenture Trustee or by any Noteholder shall be sufficient for every
purpose hereunder if in writing and mailed, first-class, postage prepaid, to the Issuer addressed
to: Caterpillar Financial Asset Trust 2005-A, in care of Chase Bank USA, National Association, as
Owner Trustee, c/o JPMorgan Chase, N.A., 500 Stanton Christiana Road, OPS4, 3rd Floor, Newark,
Delaware 19713, Attention: Institutional Trust Services, with a copy to the Administrator, at the
following address: Caterpillar Financial Services Corporation, 2120 West End Avenue, Nashville,
Tennessee 37203-1071 or at any other address previously furnished in writing to the Indenture
Trustee by Issuer or the Administrator. The Issuer shall promptly transmit any notice received by
it from the Noteholders to the Indenture Trustee.



     (c) the Rating Agencies by the Issuer, the Indenture Trustee or the Owner Trustee shall be
sufficient for every purpose hereunder if in writing, personally delivered or mailed by certified
mail, return receipt requested to (i) in the case of Moody’s, at the following address: Moody’s
Investors Service, Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007 and
(ii) in the case of Standard & Poor’s, at the following address: Standard & Poor’s Ratings
Services, 55 Water Street (40th Floor), New York, New York 10041,
Attention of

 Asset Backed Surveillance Department; or as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties.



     SECTION 11.05. Notices to Noteholders; Waiver. Where this Indenture provides for
notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise




57









 









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



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



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



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



     SECTION 11.06. Alternate Payment and Notice Provisions. Notwithstanding any provision
of this Indenture or any of the Notes to the contrary, to the extent satisfactory to the Indenture
Trustee, the Issuer may enter into any agreement with any Holder of a Note providing for a method
of payment, or notice by the Indenture Trustee or any Paying Agent to such Holder, that is
different from the methods provided for in this Indenture for such payments or notices. The Issuer
will furnish to the Indenture Trustee a copy of each such agreement and the Indenture Trustee will
cause payments to be made and notices to be given in accordance with such agreements.



     SECTION 11.07. Conflict with Trust Indenture Act. If any provision hereof limits,
qualifies or conflicts with another provision hereof that is required to be included in this
indenture by any of the provisions of the TIA, such required provision shall control.



     The provisions of TIA §§ 310 through 317 that impose duties on any Person (including the
provisions automatically deemed included herein unless expressly excluded by this Indenture) are a
part of and govern this Indenture, whether or not physically contained herein.


     SECTION 11.08. Effect of Headings and Table of Contents. The Article and Section
headings herein and the Table of Contents are for convenience only and shall not affect the
construction hereof.



     SECTION 11.09. Successors and Assigns. All covenants and agreements in this Indenture
and the Notes by the Issuer shall bind its successors and assigns, whether so expressed

58









 





or not.
All covenants and agreements of the Indenture Trustee in this Indenture shall bind its successors,
co-trustees and agents of the Indenture Trustee.



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



     SECTION 11.11. Benefits of Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto and their successors
hereunder, and the Noteholders, and any other party secured hereunder, and any other Person with an
ownership interest in any part of the Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture. Notwithstanding the foregoing, this Indenture shall inure to
the benefit of and be binding upon the parties hereto, and the Owner Trustee, the Noteholders, the
Certificateholders and their respective successors and permitted assigns shall be third party
beneficiaries. Except as otherwise provided in this Article, no other Person shall have any right
or obligation hereunder.



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



     SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTIONS
5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) AND THE OBLIGATIONS, RIGHTS, AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.



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



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



     SECTION 11.16. Trust Obligation. No recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under this Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Indenture Trustee or the Owner Trustee in its individual capacity,
(ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent,

59









 




 officer, director, employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed (it being understood
that the Indenture Trustee and the Owner Trustee have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock, unpaid capital
contribution or failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Article
VI, VII and VIII of the Trust Agreement.



     SECTION 11.17. No Petition. Notwithstanding any prior termination of this Indenture,
the Indenture Trustee, by entering into this Indenture, and each Noteholder, by accepting a Note,
hereby covenant and agree that they will not at any time institute against the Seller or the Trust,
or voluntarily join in any institution against the Seller or the Trust of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any
United States federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, this Indenture or any of the Basic Documents.



     SECTION 11.18. Inspection. The Issuer agrees that, on reasonable prior notice, it
will permit any representative of the Indenture Trustee, during the Issuer’s normal business hours,
to examine all the books of account, records, reports, and other papers of the Issuer, to make
copies and extracts therefrom, to cause such books to be audited by Independent certified public
accountants, and to discuss the Issuer’s affairs, finances and accounts with the Issuer’s officers,
employees, and Independent certified public accountants, all at such reasonable times and as often
as may be reasonably requested. The Indenture Trustee shall, and shall cause its representatives,
to hold in confidence all such information except to the extent disclosure may be required by law
(and all reasonable applications for confidential treatment are unavailing) and except to the
extent that the Indenture Trustee may reasonably determine that such disclosure is consistent with
its obligations hereunder.



[Signature Page Follows]




60









 





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



	 	 	 	 	 	 	 
	 	 	CATERPILLAR FINANCIAL ASSET

TRUST 2005-A,
	 
	 	 	 	 	 	 
	 	 	By: CHASE BANK USA, NATIONAL
 ASSOCIATION, not in its
individual capacity but solely as Owner Trustee,
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ John J. Cashin
	 	 	 	 	 
	

	 	 	 	Name:
	 	John J. Cashin
	

	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity but as

Indenture Trustee,
	 
	 	 	 	 	 	 
	

	 	By:
	 	 	 	/s/ Melissa A. Rosal
	 	 	 	 	 
	

	 	 	 	Name:
	 	Melissa A. Rosal
	

	 	 	 	Title:
	 	Vice President






Indenture





 









 








	 	 	 	 	 
	 

	 	STATE OF NEW YORK,
	 	) 
	

	 	 	 	) ss.:
	

	 	COUNTY OF NEW YORK,
	 	) 






     BEFORE ME, the undersigned authority, a Notary Public in and for said County and State, on
this day personally appeared [___] known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said
Vice President and that she/he executed the same as the corporation for the purpose and
consideration therein stated.



     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ___day of April, 2005.



                                                                                

Notary Public



[Seal]



     My commission expires:



                                                                 



2









 





	 	 	 	 	 
	 

	 	STATE OF ILLINOIS,
	 	) 
	

	 	 	 	) ss.:
	

	 	COUNTY OF CHICAGO
	 	) 






     BEFORE ME, the undersigned authority, a Notary Public in and for said County and State, on
this day personally appeared [Melissa Rosal] known to me to be the person and officer whose name is
subscribed to the foregoing instrument and acknowledged to me that the same was the act of the said
Vice President and that she/he executed the same as the corporation for the purpose and
consideration therein stated.



     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the ___day of April, 2005.



                                                                                

Notary Public



[Seal]



     My commission expires:



                                                                 




3









 








EXHIBIT A




SCHEDULE OF RECEIVABLES




[See Tab 4 of the Closing Documents]





A-1









 








EXHIBIT B




FORM OF CLASS A NOTE




	 	 	 
	REGISTERED

	 	$___*






No. _______________




SEE REVERSE FOR CERTAIN DEFINITIONS




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.



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









	*	 	Denominations of $1,000 and integral multiples thereof.




B-1









 










CATERPILLAR FINANCIAL ASSET TRUST 2005-A

[3.2056%] [3.66%] [3.90%] [4.10 %] [CLASS A-l] [CLASS A-2] [CLASS A-3] [CLASS A-4]

ASSET BACKED NOTES




     Caterpillar Financial Asset Trust 2005-A, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby
promises to pay to [___], or registered assigns, the principal sum of [___] DOLLARS
($[___]) payable on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL AMOUNT OF THIS
CLASS A NOTE] and the denominator of which is [$214,300,000] [for Class A-1 Notes]] [$219,000,000]
[for Class A-2 Notes]] [$244,000,000][for Class A-3 Notes]] [$142,360,000] [for Class A-4 Notes]]
by (ii) the aggregate amount, if any, payable pursuant to the priorities set forth in the Sale and
Servicing Agreement and the Indenture in respect of principal on the [Class A-1] [Class A-2] [Class
A-3] [Class A-4] Notes pursuant to Section 8.02(b) of the Indenture; provided, however,
entire unpaid principal amount of this Class A Note shall be due and payable on [the earlier of
[April 25, 2006 [for Class A-1]] [December 26, 2007 [for Class A-2]] [February 25, 2009 [for Class
A-3]] [June 25, 2010 [for Class A-4]] [and the Redemption Date, if, any, pursuant to Section
10.01 of the Indenture [for Class A-4 Notes]]. No payments of principal of the Class A-2 Notes
shall be made until the principal of the Class A-l Notes has been paid in its entirety, no payments
of principal of the Class A-3 Notes shall be made until the principal of the Class A-1 Notes and
the Class A-2 Notes has been paid in its entirety and no payments of principal of the Class A-4
Notes shall be made until the principal of the Class A-1 Notes, the Class A-2 Notes and the Class
A-3 Notes has been paid in its entirety. The Issuer will pay interest on this Class A Note at the
[Class A-1] [Class A-2] [Class A-3] [Class A-4] Note Interest Rate on each Distribution Date until
the principal of this Class A Note is paid or made available for payment, on the principal amount
of this Class A Note outstanding on the preceding Distribution Date after giving effect to all
payments of principal made on such preceding Distribution Date (or in the case of the first
Distribution Date, on the initial principal amount of this Class A Note). Interest will accrue for
each Distribution Date, with respect to the Class A-1 Notes, from and including the most recent
Distribution Date on which interest has been paid to but excluding such Distribution Date or, for
the initial Distribution Date, from the Closing Date to but excluding such Distribution Date and,
with respect to the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, from and
including the 25th day of the month prior to such Distribution Date to but excluding the
25th day of the month of such Distribution Date. Interest will be computed, with
respect to the Class A-1 Notes, on the basis of a 360-day year and the actual number of days
elapsed and, with respect to the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, on
the basis of a 360-day year of twelve 30 day months. Such principal of and interest on this Class
A Note shall be paid in the manner specified on the reverse hereof.



     The principal of and interest on this Class A Note are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Class A Note shall be applied
first to interest due and payable on this Class A Note as provided above and then to the unpaid
principal of this Class A Note.



B-2









 





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



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Class A Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any
purpose.



     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer.



	 	 	 	 	 
	Date:	 	CATERPILLAR FINANCIAL ASSET

TRUST 2005-A
	 
	 	 	 	 
	

	 	By:
	 	CHASE BANK USA, NATIONAL
 ASSOCIATION, not in its

individual capacity but solely as Owner Trustee

under the Trust Agreement,
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:






B-3









 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	

	 	 	 	not in its individual capacity but

solely as Indenture Trustee,
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:






B-4









 






[REVERSE OF NOTE]




     This Class A Note is one of the [Class A-1] [Class A-2] [Class A-3] [Class A-4] Notes of a
duly authorized issue of Class A Notes of the Issuer, designated as its [3.2056%] [3.66%] [3.90%]
[4.10 %] [Class A-1] [Class A-2] [Class A-3] [Class A-4] Asset Backed Notes (herein called the
“Class A Notes”), all issued under an Indenture, dated as of April 1, 2005 (such indenture, as
supplemented or amended, is herein called the “Indenture”), between the Issuer and U.S. Bank
National Association, as trustee (the “Indenture Trustee”, which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and obligations thereunder of the
Issuer, the Indenture Trustee and the Holders of the Notes. The Notes are subject to all terms of
the Indenture. All terms used in this Class A Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture,
as so supplemented or amended.



     The Class A Notes are and will be equally and ratably secured by the collateral granted to the
Indenture Trustee as provided in the Indenture.



     Principal of the Class A Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the 25th day of each calendar
month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing May
25, 2005.



     As described above, the entire unpaid principal amount of this Class A Note shall be due and
payable on the earlier of [April 25, 2006 [for Class A-1]] [December 26, 2007 [for Class A-2]
[February 25, 2009 [for Class A-3]] [June 25, 2010 [for Class A-4]], and the Redemption Date, if
any, pursuant to Section 10.01 of the Indenture. Notwithstanding the foregoing, the entire
unpaid principal amount of the Class A Notes shall be due and payable on the date on which an Event
of Default shall have occurred and be continuing and the Indenture Trustee or the Holders of the
Class A Notes representing a majority of the Outstanding Principal Amount of the Class A Notes have
declared the Class A Notes to be immediately due and payable in the manner provided in Section
5.02 of the Indenture. All principal payments on the Class A Notes of a Class shall be made
pro rata to the Class A Noteholders of such Class entitled thereto.



     Payments of interest on this Class A Note due and payable on each Distribution Date, together
with the installment of principal, if any, to the extent not in full payment of this Class A Note,
shall be made by check mailed to the Person whose name appears as the Registered Holder of this
Class A Note (or one or more Predecessor Notes) on the Note Register as of the close of business on
each Record Date, except that with respect to Class A Notes registered on the Record Date in the
name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person
as it appears on the Note Register as of the applicable Record Date without requiring that this
Class A Note be submitted for notation of payment. Any reduction in the principal amount of this
Class A Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this



B-5









 







Note and of any Class A Note issued upon the registration of transfer hereof or in exchange
hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as
provided in the Indenture, for payment in full of the then remaining unpaid principal amount of
this Class A Note on a Distribution Date, then the Indenture Trustee, in the name of and on behalf
of the Issuer, will notify the Person who was the Registered Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed within five days of such Distribution Date and
the amount then due and payable shall be payable only upon presentation and surrender of this Class
A Note at the Indenture Trustee’s principal Corporate Trust Office or at the office of the
Indenture Trustee’s agent appointed for such purposes located in the City of New York.



     The Issuer shall pay interest on overdue installments of interest at the [Class A-1] [Class
A-2] [Class A-3] [Class A-4] Note Interest Rate to the extent lawful.



     [As provided in the Indenture, the Class A-4 Notes may be redeemed in whole, but not in part,
by the Issuer, upon the exercise by the Servicer of its option to repurchase the Receivables on any
Distribution Date on or after the date on which the Note Value is ten percent or less of the
Initial Note Value.]



     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Class A Note may be registered on the Note Register upon surrender of this Class A
Note for registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney
duly authorized in writing, with such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or the city in which the
Corporate Trust Office is located, or a member firm of a national securities exchange, and such
other documents as the Indenture Trustee may require, and thereupon one or more new Class A Notes
of authorized denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any registration of
transfer or exchange of this Class A Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.



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



B-6









 





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



     It is the intent of the Seller, the Class A Noteholders, the Class B Noteholders, the Class A
Note Owners, the Class B Note Owners, the Issuer, the Certificateholder and the Certificate Owner
that the Class A Notes will be classified as indebtedness of the Issuer for all United States tax
purposes. The Class A Noteholders, by acceptance of a Class A Note, agree to treat, and to take no
action inconsistent with the treatment of, the Notes for such tax purposes as indebtedness of the
Issuer.



     Prior to the due presentment for registration of transfer of this Class A Note, the Issuer,
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name this Class A Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Class A Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be
affected by notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Principal Amount of all Notes at the time Outstanding.
The Indenture also contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Principal Amount of the Notes, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Class A Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Class A Note and of any Class A Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this Class A Note. The Indenture also permits the Indenture
Trustee to amend or waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.



     The term “Issuer” as used in this Class A Note includes any successor to the Issuer under the
Indenture.



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



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



B-7









 





     This Class A Note and the Indenture 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 and thereunder shall be determined in accordance with such
laws.



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



     Anything herein to the contrary notwithstanding, except as expressly provided in the Basic
Documents, neither Chase Bank USA, National Association in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Class A Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Class A Note by the
acceptance hereof agrees that, except as expressly provided in the Basic Documents in the case of
an Event of Default under the Indenture, the Holder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture or in this Class A
Note.



B-8









 





ASSIGNMENT




Social Security or taxpayer I.D. or other identifying number of assignee




                                                                                




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









(name and address of assignee)




the within Class A Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer said Class A Note 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 face of the within Note in every particular, without alteration,
enlargement or any change whatsoever.




B-9









 








EXHIBIT C




FORM OF CLASS B NOTE




	 	 	 
	REGISTERED

	 	$_________*






No. ________________




SEE REVERSE FOR CERTAIN DEFINITIONS




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.



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



     THIS CLASS B NOTE MAY NOT BE HELD BY OR TRANSFERRED TO ANY PERSON WHO IS NOT (A) A CITIZEN OR
RESIDENT OF THE UNITED STATES, (B) A CORPORATION OR PARTNERSHIP ORGANIZED IN OR UNDER THE LAWS OF
THE UNITED STATES, ANY STATE THEREOF, OR ANY POLITICAL SUBDIVISION OF EITHER (INCLUDING THE
DISTRICT OF COLUMBIA) OR (C) AN ESTATE OR TRUST, THE INCOME OF WHICH IS INCLUDIBLE IN GROSS INCOME
FOR UNITED STATES TAX PURPOSES, REGARDLESS OF ITS SOURCE (ANY SUCH PERSON DESCRIBED IN THE
FOREGOING CLAUSES (A), (B) OR (C) BEING HEREIN REFERRED TO AS A “U.S. PERSON”). IF REQUESTED BY
THE SELLER, THE TRUST OR THE ADMINISTRATOR, THE HOLDER OF THIS CLASS B NOTE MUST PROVIDE AN
AFFIDAVIT AND RELATED TAX FORMS PURSUANT TO SECTION 2.13(b) OF THE INDENTURE REFERRED TO HEREIN TO
THE SELLER CERTIFYING THAT SUCH PERSON IS A U.S. PERSON. NOTWITHSTANDING THE REGISTRATION IN THE
NOTE REGISTER OR ANY TRANSFER, SALE OR OTHER DISPOSITION OF THIS CLASS B NOTE TO A













	*	 	Denominations of $1,000 and integral multiples thereof.



Indenture

 









 










PERSON OTHER THAN A U.S. PERSON, SUCH REGISTRATION SHALL BE DEEMED TO BE OF NO LEGAL FORCE OR
EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT BE DEEMED TO BE A CLASS B NOTEHOLDER FOR ANY PURPOSE
HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CLASS B NOTE. EACH
HOLDER OF THIS CLASS B NOTE BY ACCEPTANCE OF THIS NOTE SHALL BE DEEMED TO HAVE CONSENTED TO THIS
PARAGRAPH.




C-2









 








CATERPILLAR FINANCIAL ASSET TRUST 2005-A

CLASS B [4.27]% ASSET BACKED NOTES




     Caterpillar Financial Asset Trust 2005-A, a statutory trust organized and existing under the
laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby
promises to pay [___], or registered assigns, the principal sum of [___] DOLLARS
($[23,480,000]) payable on each Distribution Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL AMOUNT OF THIS
CLASS B NOTE] and the denominator of which is $23,480,000 by (ii) the aggregate amount, if any,
payable pursuant to the priorities set forth in the Sale and Servicing Agreement and the Indenture
in respect of principal on the Class B Notes pursuant to Section 8.02(b) of the Indenture;
provided, however, entire unpaid principal amount of this Note shall be due and payable on the
earlier of April 25, 2011 and the Redemption Date, if any, pursuant to Section 10.01 of the
Indenture. No payments of principal of the Class B Notes shall be made until the principal of the
Class A Notes has been paid in its entirety. The Issuer will pay interest on this Class B Note at
the Class B Note Interest Rate on each Distribution Date until the principal of this Class B Note
is paid or made available for payment, on the principal amount of this Class B Note outstanding on
the preceding Distribution Date after giving effect to all payments of principal made on such
preceding Distribution Date (or in the case of the first Distribution Date, on the initial
principal amount of this Class B Note). Interest on this Class B Note will accrue for each
Distribution Date from and including the 25th day of the month prior to such
Distribution Date to but excluding the 25th day of the month of such Distribution Date.
Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal
of and interest on this Class B Note shall be paid in the manner specified on the reverse hereof.
Payments of principal and interest on this Class B Note are subordinated to the payment of
principal and interest on the Class A Notes to the extent provided in the Indenture and the Sale
and Servicing Agreement.



     The principal of and interest on this Class B Note are payable in such coin or currency of the
United States of America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Class B Note shall be applied
first to interest due and payable on this Class B Note as provided above and then to the unpaid
principal of this Class B Note.



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



     Unless the certificate of authentication hereon has been executed by the Indenture Trustee
whose name appears below by manual signature, this Class B Note shall not be entitled to any
benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any
purpose.



[Signature Page Follows]




C-3









 








     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in
facsimile, by its Authorized Officer.



	 	 	 	 	 
	Date:	 	CATERPILLAR FINANCIAL ASSET

TRUST 2005-A
	 
	 	 	 	 
	

	 	By:
	 	CHASE BANK USA, NATIONAL
 ASSOCIATION, not in its

individual capacity but solely as Owner Trustee

under the Trust Agreement,
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:






C-4









 






INDENTURE TRUSTEE’S CERTIFICATE OF AUTHENTICATION




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



	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,
	

	 	 	 	not in its individual capacity but

solely as Indenture Trustee,
	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	Name:
	

	 	 	 	Title:






C-5









 






[REVERSE OF CLASS B NOTE]




     This Class B Note is one of the Class B Notes of a duly authorized issue of Class B Notes of
the Issuer, designated as its ___% Class B Asset Backed Notes (herein called the “Class B Notes”),
all issued under an Indenture, dated as of April 1, 2005 (such indenture, as supplemented or
amended, is herein called the “Indenture”), between the Issuer and U.S. Bank National Association,
as trustee (the “Indenture Trustee,” which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class B Notes are subject to all terms of the Indenture.
All terms used in this Class B Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.



     The Class B Notes are and will be secured by the collateral granted to the Indenture Trustee
as provided in the Indenture.



     Principal of the Class B Notes will be payable on each Distribution Date in an amount
described on the face hereof. “Distribution Date” means the 25th day of each calendar
month, or, if any such date is not a Business Day, the next succeeding Business Day, commencing May
25, 2005.



     As described above, the entire unpaid principal amount of this Class B Note shall be due and
payable on the earlier of April 25, 2011 and the Redemption Date, if any, pursuant to Section
10.01 of the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount of
the Class B Notes shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee or the Holders of the Class B Notes
representing a majority of the Outstanding Principal Amount of the Class B Notes have declared the
Class B Notes to be immediately due and payable in the manner provided in Section 5.02 of
the Indenture. All principal payments on the Class B Notes shall be made pro rata to the Class B
Noteholders entitled thereto.



     Payments of interest on this Class B Note due and payable on each Distribution Date, together
with the installment of principal, if any, to the extent not in full payment of this Class B Note,
shall be made by check mailed to the Person whose name appears as the Registered Holder of this
Class B Note (or one or more Predecessor Notes) on the Note Register as of the close of business on
each Record Date, except that with respect to the Class B Notes registered on the Record Date in
the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments
will be made by wire transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person
as it appears on the Note Register as of the applicable Record Date without requiring that this
Class B Note be submitted for notation of payment. Any reduction in the principal amount of this
Class B Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Class B Note and of any Class B
Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof,
whether or not noted hereon. If funds are expected to be



C-6









 







available, as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Class B Note on a Distribution Date, then the Indenture Trustee, in the
name of and on behalf of the Issuer, will notify the Person who was the Registered Holder hereof as
of the Record Date preceding such Distribution Date by notice mailed within five days of such
Distribution Date and the amount then due and payable shall be payable only upon presentation and
surrender of this Class B Note at the Indenture Trustee’s principal Corporate Trust Office or at
the office of the Indenture Trustee’s agent appointed for such purposes located in the City of New
York.



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



     As provided in the Indenture, the Class A-4 Notes and the Class B Notes may be redeemed in
whole, but not in part, by the Issuer, upon the exercise by the Servicer of its option to
repurchase the Receivables on any Distribution Date on or after the date on which the Note Value is
ten percent or less of the Initial Note Value.



     As provided in the Indenture and subject to certain limitations set forth therein, the
transfer of this Class B Note may be registered on the Note Register upon surrender of this Class B
Note for registration of transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or such Holder’s attorney
duly authorized in writing, with such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in the City of New York or the city in which the
Corporate Trust Office is located, or a member firm of a national securities exchange, and such
other documents as the Indenture Trustee may require, and thereupon one or more new Class B Notes
of authorized denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any registration of
transfer or exchange of this Class B Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.



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



C-7









 





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



     It is the intent of the Seller, the Class A Noteholders, the Class B Noteholders, the Class A
Note Owners, the Class B Note Owners, the Issuer, the Certificateholders and the Certificate Owners
that, the Class B Notes will be classified as indebtedness of the Issuer for all United States tax
purposes. The Class B Noteholders, by acceptance of a Class B Note, agree to treat, and to take no
action inconsistent with the treatment of, the Class B Notes for such tax purposes as indebtedness
of the Issuer.



     Prior to the due presentment for registration of transfer of this Class B Note, the Issuer,
the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name this Class B Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all purposes, whether or not this
Class B Note be overdue, and neither the Issuer, the Indenture Trustee nor any such agent shall be
affected by notice to the contrary.



     The Indenture permits, with certain exceptions as therein provided, the amendment thereof and
the modification of the rights and obligations of the Issuer and the rights of the Holders of the
Notes under the Indenture at any time by the Issuer with the consent of the Holders of Notes
representing a majority of the Outstanding Principal Amount of all Notes at the time Outstanding.
The Indenture also contains provisions permitting the Holders of Notes representing specified
percentages of the Outstanding Principal Amount of the Notes, on behalf of the Holders of all the
Notes, to waive compliance by the Issuer with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of
this Class B Note (or any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Class B Note and of any Class B Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of
such consent or waiver is made upon this Class B Note. The Indenture also permits the Indenture
Trustee to amend or waive certain terms and conditions set forth in the Indenture without the
consent of Holders of the Notes issued thereunder.



     The term “Issuer” as used in this Class B Note includes any successor to the Issuer under the
Indenture.



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



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



C-8









 





     This Class B Note and the Indenture 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 and thereunder shall be determined in accordance with such
laws.



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



     Anything herein to the contrary notwithstanding, except as expressly provided in the Basic
Documents, neither Chase Bank USA, National Association in its individual capacity, any owner of a
beneficial interest in the Issuer, nor any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on, or performance of,
or omission to perform, any of the covenants, obligations or indemnifications contained in this
Class B Note or the Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee for the sole purposes of binding the interests
of the Owner Trustee in the assets of the Issuer. The Holder of this Class B Note by the
acceptance hereof agrees that, except as expressly provided in the Basic Documents in the case of
an Event of Default under the Indenture, the Holder shall have no claim against any of the
foregoing for any deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture or in this Class B
Note.



C-9









 





ASSIGNMENT




Social Security or taxpayer I.D. or other identifying number of assignee




                                                                                




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










(name and address of
assignee)




the within Class B Note and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer said Class B Note 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 face of the within Note in every particular, without alteration,
enlargement or any change whatsoever.





C-10